Tehmur Malik

QATAR ISLAMIC INSURANCE GROUP LEGAL MANUAL LEGAL MANUAL Doc. No.: QIIG-MAN-009 Rev. No.: 00 Date: October 22 2019 Preliminary Title and Commencement These policies and procedures shall be titled as QIIG Legal Manual. This manual will come into force from QIIG board approval as per the recommendations of CEO. Document Information Document Version Department Status Issue Date Distribution Legal Manual 1.1 Legal Draft    Group President and CEO CTO Executive Managers Document History Date Version Name & Designation Description of Change / Event/Activity All events / activities shall be recorded in chronological order. 1 LEGAL MANUAL Doc. No.: QIIG-MAN-009 Rev. No.: 00 Date: October 22 2019 Document Control Deviations and deferments from the requirements specified in this document are permitted only if approved in writing by the Qatar Islamic Insurance Company (QIIC), Chief Executive Officer (CEO). Any such deviations and deferments shall be approved for only a limited and specified time. Before referring to this document, it is the user's responsibility to use the latest version (hard or electronic copy). Copy Control The electronic version of the document is available on the QIIC intranet and shall be considered as the “Controlled Document”. Printed copies shall be considered as uncontrolled unless otherwise stamped “CONTROLLED COPY” in red ink and numbered on the front page. Controlled copies can only be issued by the Document Controller and it is the responsibility of the Document Controller to maintain a record of all controlled copies issued and to ensure that all controlled copies are recalled and reissued whenever the document is revised. QIIC employees, operators, investors, stakeholders and authorized contractors may maintain uncontrolled printed copies of this document for their personal use. They are however responsible for ensuring that only the up to date version of this document is used at any time. Review Cycle This document shall be reviewed and revised as necessary at least once in year by the Document Authority. In addition, this document must be reviewed and revised as necessary whenever there are any significant changes in QIIC’s Legal Manual affecting the contents of this document. Such changes may include changes to the QIIC’s policies, organization structure, roles and responsibilities and any management or control procedure directly linked to this document. Feedback All QIIC employees, investors, stakeholders, authorized contractors and any other users of this document are encouraged to provide their feedback to the CEO that could result in an improvement. Terminology The terminology used in this document has very specific and clear meaning within the context of QIIC. The verbs “should”, “shall” and “must” used throughout this document denote that the action is a mandatory requirement. These terms are used interchangeably with no specific difference in the intent. 2 LEGAL MANUAL Doc. No.: QIIG-MAN-009 Rev. No.: 00 Date: October 22 2019 Table of Contents 1. INTRODUCTION .......................................................................................................................................................... 4 2. HOW TO USE THIS MANUAL ....................................................................................................................................- 3. CODE OF CONDUCT ...................................................................................................................................................- 4. PURPOSE OF THIS MANUAL ........................................................................................................................................................................ 5 CUSTODY ....................................................................................................................................................................................................... 5 CONFIDENTIALITY ...................................................................................................................................................................................... 5 LEGAL VERSION OF THIS MANUAL ........................................................................................................................................................... 5 POLICY ........................................................................................................................................................................................................... 6 SPECIFIC REQUIREMENTS FOR ALL THE EMPLOYEES OF QIIG........................................................................................................... 6 DISCIPLINARY ACTION ............................................................................................................................................................................... 6 RESPONSIBILITY OF THE EMPLOYEES ...................................................................................................................................................... 6 CONTRACT ESSENTIALS ............................................................................................................................................ 7 Identify the parties ............................................................................................................................................................................................... 7 Term/termination ............................................................................................................................................................................................... 7 Recitals .................................................................................................................................................................................................................... 7 Definitions .............................................................................................................................................................................................................. 7 Terms and Conditions ........................................................................................................................................................................................ 7 Representations, Warranties and Indemnification ................................................................................................................................... 7 Remedies ................................................................................................................................................................................................................ 8 Dispute Resolution Provisions ........................................................................................................................................................................ 8 Boilerplate Provisions ......................................................................................................................................................................................... 8 5. HIRING OF EXTERNAL LEGAL CONSULTANT ..................................................................................................... 9 6. LITIGATION MANAGEMENT PROCESS .................................................................................................................. 9 Initial Case Assessment and Investigation .................................................................................................................................................. 9 Drafting Pleadings ............................................................................................................................................................................................... 9 The Discovery Process ....................................................................................................................................................................................... 9 Trial: Almost the Final Stage ......................................................................................................................................................................... 10 The Possibility of Settlement ......................................................................................................................................................................... 10 The Appeals Process ......................................................................................................................................................................................... 10 7. CONSULTING/ADVISORY FUNCTION ................................................................................................................... 11 8. DISCLOSURE, CIRCULATION AND COMPLIANCE STATEMENT ..................................................................... 11 9. REVIEW OF POLICY MANUAL .................................................................................................................................. 11 10. AMENDMENTS TO THIS POLICY MANUAL ...................................................................................................... 11 3 LEGAL MANUAL Doc. No.: QIIG-MAN-009 Rev. No.: 00 Date: October 22 2019 1. Introduction Legal manual sets out policies and procedures for the key areas of QIIG requiring reviewing and drafting contract/agreements, advising and handling litigations. legal policies encompass the principles, basis, conventions, rules and procedures adopted by the management, which are best suited to present properly risks of QIIG. Legal manual contains comprehensive, precise and robust control policies and procedures to maintain fiduciary relationship, integrity, financial stewardship, transparency, accountability, consistency and financial viability of business operations which eventually lead to sustainable growth and profitability of QIIG. Grant Thornton professionals have taken into consideration following factors during the preparation process of legal manual of QIIG;    Affordability Level of competence and capability of finance team Compliance with applicable accounting and financial reporting framework The Legal manual entrenches all the significant policies and procedures in one document. The manual can also be titled as Standard Operating Procedures for Legal management of Company. 4 LEGAL MANUAL Doc. No.: QIIG-MAN-009 Rev. No.: 00 Date: October 22 2019 2. How to use this manual 2.1 Purpose of this manual Purpose of this manual is to articulate guidance for QIIG legal staff to employ a variety of procedural techniques depending on specific circumstances. For example, techniques used draft legal contract, preparing legal advice and handling litigations. All relevant QIIG employees should read this manual. The objectives of this manual include:          2.2 To ensure compliance with the fundamentals principles of legal planning, monitoring and reporting system To prepare accurate and timely input for all activities of QIIG to ensure accurate and timely processing of all transactions To identify the professional activities of the personnel involved in the Legal Department To identify the responsibilities of legal personnel To identify the reports to be generated To ensure that responsibilities of each and every user is documented and their limits of access are defined To define all relevant input documents To define all relevant output documents along with their structure To define the time frame for generation of meaningful legal information Custody Before providing guidelines for maintenance, it is important to define access and guardianship parameters. Sufficient copies of the manual will be produced in English and Arabic Language and distributed to ensure that all relevant staff members have read and understood the policies and procedures detailed in this manual. The original signed copies of manual shall be remained in the possession of Chief Executive Officer and Director Finance / Head of Finance. Each manager will accept copy of manual on behalf of the employees in his/ her office and will be the custodian of that copy. S/he will also responsible for its safekeeping and careful handling. New employees will be provided adequate time to peruse the manual and familiarize themselves with the policies and practices of the QIIG. 2.3 Confidentiality Legal manual is the property of QIIG for the exclusive use of its employees to facilitate in performance of day to day Investing activities. Employees have an obligation to respect this element of confidentiality regarding the manual and its contents. 2.4 Legal Version of this manual The duly approved manual by QIIG board will be the legal version and takes precedence over other previous versions produced for the better understanding, review and comments of the QIIG management. 5 LEGAL MANUAL Doc. No.: QIIG-MAN-009 Rev. No.: 00 Date: October 22 2019 3. Code of Conduct 3.1 Policy All employees must act honestly, with integrity and in the best interest of the QIIG. Employees are expected to demonstrate a standard of conduct that upholds the reputation of QIIG and is respectful of the rights of others. Employees must act in conformity with applicable laws, regulations and standards customary in insurance industry. 3.2 Specific requirements for all the employees of QIIG Legal data required to be submitted to board of directors and government authorities must be accurate, complete and updated. ‘ No payments will be solicited or received by an employee or relative of an employee from a vendor or prospective vendors. QIIG employees should endeavor to avoid accepting any gifts monetary or otherwise in every situation. All financial transactions will be accounted for accurately and properly. Payments will be made only through QIIG approved bank accounts. QIIG employees are not allowed to develop any financial relationship or obtain loan and financial assistance from vendors, customers and other relevant stakeholders. 3.3 Disciplinary Action Violation of this policy will lead to appropriate disciplinary action and may cause legal action. 3.4 Responsibility of the employees QIIG requires its employees to abide by the standards of ethical behavior in their dealings with suppliers, consultants and the government personnel. They are also required to report any violations of these standards to chief operating officer, head of finance and / or chief executive officer. 6 LEGAL MANUAL Doc. No.: QIIG-MAN-009 Rev. No.: 00 Date: October 22 2019 4. Contract Essentials Legal department is responsible for drafting and reviewing all the legal contracts and agreement of QIIG. Legal department shall also provide draft of contracts regularly required by the QIIG other departments. Legal department shall ensure the following components; Identify the parties i. Verify corporate entity name in state records Term/termination ii. Term Duration of commercial agreement i. Time based; project based; relationship based iii. Termination i. For cause ii. Right and procedure to terminate early iii. Cure iv. Rights and obligations after termination. Recitals i. ii. iii. State purpose of the contract Avoid overly detailed or constructing recitals Ensure recitals consistent with body of contract Definitions i. Clarify the understanding of the parties ii. Undefined terms can create ambiguity iii. Can restrict or expand a dictionary definition iv. Can explain terms specific to an industry or deal Terms and Conditions i. Basic rights and obligations of parties ii. Deal specific iii. Price and payment iv. Conditions – necessary for performance of obligations i. Different legal covenants ii. Draft to avoid confusion between covenants and conditions Representations, Warranties and Indemnification i. Risk allocation mechanism ii. Distribute risk among the parties in predictable way iii. Parties make standard reps & warranties to each other about i. Parties ii. Terms of contract iii. Subject of contract iv. Basis for claim if a party makes misrepresentations or breaches warranty i. Can also disclaim warranties arising by operation of law (sometimes) v. Avoid overly detailed warranties. Can become basis for litigation. vi. Breaches of warranties and representation give rise to different damages 7 LEGAL MANUAL Doc. No.: QIIG-MAN-009 Rev. No.: 00 Date: October 22 2019 i. Carefully distinguish in drafting vii. Indemnification is express risk shifting from one party to another for anticipated costs- usually third party claims i. Duty to defend (attorney’s fees & court costs) ii. Duty to indemnify (pay for judgment against the other party) iii. Scope- broad, intermediate, pro-rata iv. Events- breach, IP, negligence, compliance v. Procedure- deliver notice, control of defense, choice of counsel Remedies Dispute Resolution Provisions i. Favored and enforced by courts ii. Mediation; arbitration - define i. Understand how to invoke the dispute resolution provision and follow it Boilerplate Provisions i. Severability ii. Attorney’s fees iii. Governing law/jurisdiction iv. Entire agreement v. Waiver vi. Assignment vii. Force Majeure viii. Amendments only in writing ix. Counterparts x. Electronic signatures xi. Further assurances xii. Headings xiii. Relationship of the parties i. No franchise/agency/employment xiv. Time of essence 8 LEGAL MANUAL Doc. No.: QIIG-MAN-009 Rev. No.: 00 Date: October 22 2019 5. Hiring of External Legal Consultant Legal consultant may be hired from time to time in special circumstance requiring special care and due diligence. RFP shall be initiated by the legal department of the QIIG from legal services provider firms based in Qatar. RFP shall be evaluated on the basis of cost and technical viability. Selection of the legal service provider shall be on monthly retainer basis. 6. Litigation management process QIIG legal department shall follow the following process to manage litigations; Initial Case Assessment and Investigation Legal department shall conduct an initial case investigation to determine if enough evidence exists to warrant filing a lawsuit. Department shall assess what evidence exists to defend a potential or existing suit. The investigation process can include locating witnesses, taking witness statements, gathering documents, interviewing the staff, and investigating the facts leading to the dispute. Department may engage in pre-litigation settlement discussions to attempt to resolve the matter before a lawsuit is filed. Drafting Pleadings A variety of pleadings and motions must be filed with the court. Legal department will draft and file a summons and complaint to initiate the lawsuit, and in case of defense draft answers and sometimes counterclaims in response to that initial complaint. Department might also draft a variety of pretrial motions. They might file motions for judgments rendered on the basis of the pleadings, so no court appearance is necessary. The Discovery Process The discovery portion of a lawsuit involves the exchange of all relevant information between the parties. Legal department shall employ a variety of discovery devices to gain this information. These methods can include interrogatories, a series of written questions that the other party to the lawsuit must answer—also in writing. It can include depositions which involve oral questions typically presented by the other attorney in an office setting, again answered under oath. Other common methods of discovery include requests for documents that are in the possession of the other party as well as requests for admission—asking the other party to admit to or deny certain aspects of the case in writing and under oath. 9 LEGAL MANUAL Doc. No.: QIIG-MAN-009 Rev. No.: 00 Date: October 22 2019 Legal department might also examine physical evidence and collect, process, and analyze information gathered during e-discovery. Most often, however, department may rely on experts to provide these services. The experts submit written reports that can then be used at trial or they might be called to testify at trial. Legal department also draft and argue discovery-related motions including motions to compel the other side to respond to discovery requests if they haven't done so within a specified time period. These discovery processes help department to gain relevant information, identify issues, and formulate a case strategy. Trial: Almost the Final Stage Department collaborate with experts and staff to craft a trial theme. They identify the strengths and weaknesses of a case and develop persuasive arguments. They prepare witnesses and their clients for testimony. The Possibility of Settlement Most cases never reach trial but instead are settled to eliminate the risk and expense of going to court. Department may settle a case at any time during the life cycle of a lawsuit. Department will engage in negotiations with opposing parties and sometimes participate in mediation and settlement conferences with the arbitrator. They'll create settlement brochures, agreements, releases, and other materials to memorialize any agreement that's reached. The Appeals Process Department might appeal the case if the trial goes badly, but department can't do so simply because department doesn't like the outcome. Department must present evidence as to why the primary court's decision was wrong in some way based on issues such as certain evidence being admitted at trial when it should not have been. 10 LEGAL MANUAL Doc. No.: QIIG-MAN-009 Rev. No.: 00 Date: October 22 2019 7. Consulting/Advisory function QIIG legal department shall provide all other departments consulting and advisory over legal matters related to QIIG. Manager of the concerned department shall officially request the legal department for the advice or consultation. Request shall also contain the area that requires legal department opinion. Legal department shall have a meeting with the concerned departments manager and provide legal guidance where necessary. 8. Disclosure, Circulation and Compliance statement This manual shall be kept confidential and shall only be made available to in staff of QIIG. Concerned staff shall be kept updated with the policy and all the updates shall be circulated regularly. QIIG and its staff shall strongly adhere to this policy from the date of its approval. 9. Review of policy manual This policy manual shall be reviewed by the QIIG on annual basis. 10. Amendments to this policy manual This policy manual shall be reviewed quarterly and indicative changes required by law or otherwise and these shall be properly approved. Approved changes shall become a part of this manual. 11 LEGAL MANUAL End of Document 12 Doc. No.: QIIG-MAN-009 Rev. No.: 00 Date: October 22 2019