Corporate Governance

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STO continues to adhere to the best governance principles. Given below are company’s main policies on corporate governance.

Anti-Corruption and Anti Bribery Policy

• The purpose of this Policy is to ensure that employees and stakeholders of the Company conduct business in an ethical manner and understand and adhere to the requirements of all applicable anti-bribery and anti-corruption laws and best practices
• Under this policy, it is prohibited for the company and its employees and stakeholders to;
  • Give, promise to give, or offer, a payment, gift or hospitality to a third party or otherwise engage in or permit for a bribery offence to occur, with the expectation or hope that an advantage in business will be received, or to reward a business advantage already given.
  • Give, promise to give, or offer, a payment, gift, or hospitality to a third party to "facilitate" or expedite a routine procedure.
  • Ask, agree or accept a payment, gift or hospitality to or from a third party if you know or suspect that it is offered or provided with an expectation that a business advantage will be provided by the Company in return.
  • Threaten or retaliate against another employee or worker who has refused to commit a bribery offence or who has raised concerns under this Policy or Company's Whistle Blowing Policy.
  • Engage in an activity in breach of the Policy.

Whistleblower Policy

• The purpose of this Policy is to ensure employees are protected against any unfair or unjust treatment for disclosing concerns in good faith and to encourage employees, stakeholders and the public to make good faith reports of suspected fraud, corruption, or other improper activities, or health and safety concerns within the Company to appropriate officials and to describe the procedure that will be followed by the Company in evaluating and investigating such reports.
• This policy enables employees to raise concerns internally and at a high level and to disclose information on malpractice or impropriety within the umbrella of the company.
• This policy shall cover concerns which may at least initially be investigated separately but might then lead to the invocation of other procedures e.g. disciplinary and grievance. These concerns could include:
  • Financial malpractice, impropriety or fraud;
  • Failure to comply with a legal obligation or statutes or Company Policy and Procedures;
  • Dangers to Health & Safety or the environment;
  • Criminal activity;
  • Sexual harassment;
  • Improper conduct or unethical behavior;
• Whistleblower facilities are placed on the intranet and official website for convenience
• All messages received through these facilities are directed to the Audit Committee Chairman and the Chief Internal Auditor

Dividend Distribution Policy

• Dividend may be paid in cash or stock
• Board may choose to pay annual or interim dividend
• Dividend shall not be less than 10% of company’s profit after tax
• Board has authority not to declare a dividend, considering the performance of company
• A minimum of 20% of profit after tax must be allocated to reserves

Insider Trading Policy

• Directors and employees are required, not to make improper use of price sensitive information gained through their positions in the company
• The company is required to maintain a list of restricted persons, who are required to act in accordance with the Guideline on Trading in Company’s Securities
• All members in the list are required to obtain the approval from the Company before engaging in any trade in securities
• All such trades must happen within allocated periods as in the Guideline

Board Remuneration Policy

• All directors shall receive a monthly remuneration and attendance fee as approved at the Annual General Meeting by the shareholders
• All directors are entitled to other allowances such as travel allowances
• Executive Directors will receive salary for their executive position in the company as approved by the Board of Directors
• Board Directors are not entitled to loan or other guarantees to the director or any company with his/her shares
• Remuneration details of Board Directors will be published on the Annual Report, as per CMDA CG code requirements