Code of Conduct

Content
Introduction
Scope
1.

Principles that guide our Company:

1.1.
1.2.
1.3.
1.4.
1.5.
1.6.

2.

2.5.

2.6.
2.7.
2.8.
2.9.
2.10.
2.11.
2.12.
2.13.
2.14.
3.

Code of Business Ethics

Protecting flydubais Interest
Laws and Regulations
Public Reporting and Communication
Public Activities
Safety

Principles that guide our People:

2.1.
2.2.
2.3.
2.4.

Appendix

Employees
Individual Conduct
Conflicts of Interest
Gifts & Entertainment
2.4 (a) Receiving Gifts or Benefits
2.4 (b) Refusing Gifts, Meals and Entertainment
2.4 (c) Giving Gifts to Customers or Vendors
Bribery and Corruption
2.5 (a) Anti-bribery laws giving, offering or promising of an advantage
2.5 (b) Hospitality, promotional and other business expenditure by the Company
2.5 (c) Improper payments by third parties on the Companys behalf
2.5 (d) Anti-bribery laws requesting, agreeing to receive or accepting of an
advantage
Company Assets
Use of Time, Equipment and Other Assets
Business and Financial Records
Strive for Accuracy
Speeches and Presentations
Use of Information
Nonpublic Information
Privacy
Hiring Officials

Principles that guide our Business:

3.1.
3.2.
3.3.
3.4.
3.5.
3.6.

11

Relationships with customers, suppliers and consumers

Competition Law
Administration of the Code
Responsibility
Investigation of Potential Code Violations
Raising Concerns
13
1

Code of Conduct

Introduction
flydubai is committed to sound business conduct and we therefore manage our business
according to our company standards and business principles. All legal and international
regulations in which we conduct business must be abided by.
flydubai wants to build a strong and lasting relationship with its customers and stakeholders
through a firm commitment to trust, honesty, integrity and service excellence. To achieve this,
the companys Code of Conduct and Ethics must be followed.
All employees, when in doubt, are encouraged to raise any questions on conflicts with their
supervisor, manager, Human Resources Department or any member of the Senior Management
Team. All employees also have a duty to report any situation that may violate a law or conflict
with our Code of Conduct to a senior and independent person in the Company, such as the
Chief Financial Officer or the General Counsel.
Scope
This Code of Conduct applies to all flydubai employees, contractors and temporary staff
irrespective of grade and role.

1. Principles that guide our Company:

1.1.

Code of Business Ethics

The Code highlights the following key principles for all employees:
a. To act with dignity, integrity and competence when dealing with customers, regulators,
external agents and peers.
b. Respect all organisations policies, use reasonable care, due diligence and prudence in
exercising judgment in their professional work.
c. Adhere to relevant regulations and guidelines and report information with honesty, accuracy
and transparency.
d. Regulations are mandatory

1.2.

Protecting flydubais Interest

All employees must protect the interest of flydubai by refraining from any conduct (inside or
outside the Company) that would damage the Companys goodwill and/or reputation.
Activities that should not be undertaken include:
Misappropriation or misuse of information and other assets received as a result of ones
position in the Company;
2

Self-dealing (appropriating for ones own interest a business opportunity, advantage

belonging to the Company); and

Making statements about the Company, its products and services in any public disclosures
or filings with the regulators unless cleared through the General Counsel / Corporate
communications of flydubai.

1.3.

Laws and Regulations

Obeying the law of the land, including the law of the countries we operate in, both in letter and in
spirit, is the foundation on which flydubais ethical standards are built. All employees are
expected to respect and obey all applicable laws, the UAE Civil Aviation Regulation
requirements and the Company regulations. Although not all employees are expected to know
the details of these laws, it is important that they know what is relevant to their business and
work areas. Compliance with local laws and regulations are mandatory and is not subject to
business priorities or any individual discretion.
1.4.

Public Reporting and Communication

Any financial statements, public reporting documents and other public communication provide
full, fair, accurate, timely and understandable disclosure of flydubais position in accordance with
relevant laws generally accepted accounting principles and standards.
We comply with all applicable laws, accounting rules and financial reporting requirements.
We maintain open and transparent communication with our customers, employees,
stakeholders and society, while giving due respect to confidentiality.
1.5.

Public Activities

The global nature of our business often requires that we interact with officials of various
governments around the world. Transactions with governments are covered by special legal
rules, and are not the same as conducting business with private parties.
flydubai does not intervene in party political matters, nor does it make gifts or donations to
political parties.
1.6.

Safety

We comply with all relevant safety laws and regulations, and deploy policies that prevent,
identify and eliminate hazards across the company and operations. We strive to adopt best
practices and to exceed legal safety requirements.
We continually measure and assess our safety performance.

2. Principles that guide our People:

2.1.

Employees

We seek to attract, develop, reward and retain outstanding individuals who appreciate the value
of acting as a team.
We create equal opportunities to our employees, without regards to age, disability, ethnicity,
gender, race, religion or sexual orientation.
We do not condone unfair treatment of any kind. We treat all people with consideration and
respect.
2.2.

Individual Conduct

2.3.

Conflicts of Interest

A "conflict of interest" exists when a person's private interest interferes in any way with his/her
responsibilities at work, or damages or misuses the Companys reputation, trademarks,
relationships, confidential information or other property.
Employees may not take business opportunities for themselves that belong to flydubai. Any
transaction or relationship that could be expected to give rise to a conflict of interest must be
reported to management.
It is impossible to identify every activity that may result in a conflict of interest. Accordingly,
flydubai reserves the right to determine at its sole discretion whether an employee's actions or
interest may result in a conflict of interest and to take appropriate action to prevent or correct the
conflict, which may include termination of employment for a serious conflict of interest.
Following are some examples of potential or actual conflicts of interest that should be avoided:
Working simultaneously for a competitor, customer, external agent, or supplier, including

work as a consultant or board member. Employees should avoid any direct or indirect
business connection with our customers, suppliers, agents or competitors, except on behalf
of flydubai.
Working simultaneously with someone other than a competitor, customer or supplier,

including work as a consultant or engaging in self-employment where such work or

employment impairs the Employees ability to devote his/her Company time to Company
business and/or to complete job responsibilities effectively.
Attempting to influence decisions related to selection of suppliers and vendors if the

employee is a party to the transaction or if the transaction involves a family member of the
employee.
Using Company property or confidential information for personal gain and not to promote the

best interests of the Company.

 Hiring or engaging a family or household member or his/her firm to provide goods or services

to the Company.

2.4.

Gifts & Entertainment

2.4 (a) Receiving Gifts or Benefits

Employees, in general, should not directly or indirectly accept gifts or benefits either for
themselves or others from customers or vendors which might compromise, or appear to
compromise, their ability to make objective business decisions in the best interests of the
Company, or which induce or reward improper performance of a relevant function or activity.
Examples of such gifts or benefits include (but are not limited to)
paid holidays
paid travel or lodging
fine expensive jewels
costly entertainment events
cash, negotiable instruments or anything else that is easily and readily converted into
cash.
gifts, meals or events.
Additionally, under no circumstances should gifts or benefits of any nature be taken from
representatives of local government or regulatory authorities. Accepting gifts or benefits from
such representatives may also violate laws or the policies of local government and regulatory
bodies.
We recognise that in some cases, it might be traditional as per local customs to give/receive
gifts. However, before accepting such gift, employees must ensure that the gift is of nominal
value and that it will not unduly influence or present a conflict for the employee. Under no
circumstances should any gift accepted be in excess of AED 500.
You may also accept occasional meals and entertainment from customers and suppliers if the
event is attended by the customer or supplier, and the costs involved are not excessive and in
line with local custom for business-related meals and entertainment. For example, ordinary
business meals are generally acceptable.

Questions that an Employee should consider before accepting a gift are:

Will I favour this customer or vendor over other clients or suppliers as a result of this gift or
benefit?
Will acceptance of the gift compromise my independence in negotiation of key terms (now or
in the future)?
Is my manager aware that this customer or vendor has provided me with this gift or benefit?
Is this gift a token gesture by the customer or vendor, or is it a special benefit directed at me?
Is the gift being provided by a vendor at or around the time the Employee is making a
decision whether to engage the vendor to provide a product/service to the Company?

2.4 (b) Refusing Gifts, Meals and Entertainment

If you are offered a gift, meal or entertainment that may affect your independence or be seen by
others to affect your independence or in any event which exceeds the limits noted above,
politely decline and explain the Companys rules. If returning a gift would offend the giver, or the
circumstances under which it was given preclude its return, you may accept the gift, but should
notify your Department Head. The Department Head will work with you either to donate the item
to charity, or to distribute or raffle the item among a large group of employees.
Tickets to sporting events or other entertainment venues that are offered by a customer or
supplier for your personal use, with or without attendance by the customer or supplier, are
considered gifts. They should not be accepted, unless offered to a large group of employees as
part of an agreement or arrangement between the Company and the customer or supplier. The
same is true of personal use of a condominium or vacation home, or personal travel on a private
aircraft.
2.4 (c) Giving Gifts to Customers or Vendors
Generally, no gift should be given to customers and vendors, and particularly to government
officials or regulatory bodies as gifts can be seen as engaging in bribery or a consideration for
procuring an official or business favour. However, there could be exceptional cases and
occasions where it may be customary and traditional, especially in a particular region, to present
gifts. In such circumstances, the value of such gifts must be reasonable, proportionate and not
excessive and in all cases approved by the CEO/CFO/COO/CCO, properly documented and
reported, and presented on behalf of the Company by the CEO, CFO, COO or CCO, or any
other person designated by them.
Under no circumstances, cash, negotiable instruments or anything else that is easily and readily
converted into cash should be given as gifts to any external party.
2.5.

Bribery and Corruption

Employees are strictly prohibited from participating in any form of corruption and bribery (the
meaning of bribery is explained further below) and must reject and report any attempts at or
opportunities for bribery.
Many countries have passed legislation criminalizing corruption and bribery. The sanctions for
violating these laws can be severe, including significant individual and corporate fines, and even
imprisonment.
2.5 (a) Anti-bribery laws giving, offering or promising of an advantage
A bribe includes the giving, offering or promising of financial or other advantage to another
person anywhere in the world, intending for that advantage to induce a person to perform
improperly a relevant function or activity, or to reward a person for the improper performance of
such a function or activity, or where the person giving, offering or promising knows or believes
that the acceptance of the advantage would itself constitute the improper performance of a
relevant function or activity.
6

This applies to bribery relating to any function of a public nature, connected with a business,
performed in the course of a persons employment or performed on behalf of a company or
another body of persons. Therefore, bribery in both the public and private sectors is covered.
Examples of bribes include payment to encourage a decision to be awarded or continue
business relations, to influence the outcome of a government audit or inspection, or to influence
tax or other legislation.
The term advantage includes hospitality, cash, gifts, meals, entertainment, business
opportunities, company product, offers of employment and more. There is no monetary
threshold; any amount could be construed as a bribe. . Improper performance means
performance which amounts to a breach of expectation that a person will act in good faith,
impartially, or in accordance with a position of trust.

2.5 (b) Hospitality, promotional and other business expenditure by the Company
Bona fide hospitality and promotional, or other business expenditure which seeks to improve the
image of the Company, to better present its products and services, or establish cordial relations,
is recognised as an established and important part of doing business and it is not the
Companys intention to prohibit such behavior. Nor does the Company intend to prohibit
reasonable and proportionate hospitality and promotional or other similar business expenditure
intended for these purposes.
2.5 (c) Improper payments by third parties on the Companys behalf
The Company may be held liable for bribes paid by a third-party agent or consultant acting on
the Companys behalf. Take particular care when evaluating a prospective third party who might
interact with others on behalf of the Company. You must not engage a third-party agent or
consultant if there is reason to believe that the agent or consultant may attempt to bribe an
official.
2.5 (d) Anti-bribery laws requesting, agreeing to receive or accepting of an advantage
A bribe includes requesting, agreeing to receive or accepting a financial or other advantage
intending that, in consequence, a relevant function or activity should be performed improperly by
any person or as a reward for improper performance of a relevant function or activity or where
the request, agreement or acceptance itself constitutes the improper performance of a relevant
function or activity.

2.6.

Company Assets

Employees may not use Company assets for unauthorized personal benefit. flydubai will not
tolerate fraud, theft, loss through recklessness or waste of company assets. Assets must be
protected and used in the manner intended and in accordance with the Company policy.
Theft of Company assets whether physical theft, such as unauthorized removal of Company
product, equipment or information, or theft through embezzlement or intentional misreporting of

time or expenses, may lead to disciplinary action. The Company treats workplace theft of assets
belonging to other employees the same way it treats theft of Company assets.
The use of Company assets outside of your Company responsibilities - such as using your
Company work products in an outside venture, or using Company materials or equipment to
support personal interests - requires prior written approval from your Department Head. You
must have this approval renewed annually if you continue to use the asset outside of work.

2.7.

Use of Time, Equipment and Other Assets

Do not engage in personal activities during work hours that interfere with or prevent you
from fulfilling your job responsibilities.
Do not use Company computers and equipment for outside businesses, or for illegal or
unethical activities such as gambling, pornography or other offensive subject matter.
Do not take for yourself any opportunity for financial gain that you learn about because
of your position at the Company, or through the use of Company property or information.

Examples of such Company assets include (but are not limited to)
Company money
Company products
The period of activity during which you are at work belongs to the Company, as you are
at the disposal of the employer
The result of your work
Computer systems and software
Telephones
Wireless communication devices
Photocopiers
Tickets to concerts or sporting events
Company vehicles
Proprietary information
Company trademarks

2.8.

Business and Financial Records

All employees must ensure the accuracy of the Companys business and financial records that
you are aware of within the framework of your professional duties. These include not only
financial accounts, but other records such as quality reports, time records, expense reports and
submissions such as benefits claim forms and resumes.
Ensuring accurate and complete business and financial records is everyones responsibility, not
just a role for accounting and finance departments. Accurate recordkeeping and reporting
reflects on the Companys reputation and credibility, and ensures that the Company meets its
legal and regulatory obligations.

Always record and classify transactions in the proper accounting period and in the
appropriate account and department. Do not delay or accelerate the recording of
revenue or expenses to meet budgetary goals.

Estimates and accruals must be supported by appropriate documentation and be based

on your best judgment.
Ensure that all reports to regulatory authorities are full, fair, accurate, timely and
understandable.
Never falsify any document.
Do not distort the true nature of any transaction.
Never enable another persons efforts to evade taxes or subvert local currency laws. For
this reason, payments generally should be made only to the person or firm that actually
provided the goods or services. Payments should be made in the suppliers home
country, where it does business, or where the goods were sold or services provided,
unless the supplier legitimately has assigned payment or sold its accounts receivable to
another entity. Exceptions must be approved by the General Counsel, CFO or CEO.

2.9.

Strive for Accuracy

Employees must strive to be accurate when preparing any information for the Company, but
honest mistakes occasionally will happen. Only intentional efforts to misrepresent or improperly
record transactions, or otherwise to falsify a Company business record, are Code violations.
2.10.

Speeches and Presentations

You must have prior written approval from your Department Head before accepting
reimbursement for expenses, or any other payment, for speeches or presentations outside the
Company, if:

You are giving the speech or presentation as part of your job with the Company;
The speech or presentation describes your work with the Company; or
You are formally identified at the speech or presentation as an employee of the
Company.

2.11.

Use of Information

You must safeguard the Companys nonpublic information, which includes everything from
contracts, and pricing information to marketing plans, technical specifications and employee
information.
2.12.

Nonpublic Information

Do not disclose nonpublic information to anyone outside the Company, including to family and
friends, except when disclosure is required for business purposes. Even then, you must take
appropriate steps, such as execution of a confidentiality agreement, to prevent misuse of the
information.
Do not disclose nonpublic information to others inside the Company unless they have a
business reason to know, and communications have been classified.

Employees are obligated to protect the Companys nonpublic information at all times, including
outside of the workplace and working hours, and even after employment ends.
Employees are obligated to retain or discard Company records in accordance with the
Companys record retention policies. The Companys General Counsel occasionally may issue
notices regarding retention of records in the case of actual or threatened litigation or
government investigation. Employees must abide by the directions contained in these notices,
as failure to do so could subject the Company and employees to serious legal risks.
Non-public Information is any information that the Company has not disclosed or made
generally available to the public. Examples include information related to:
Employees
Contracts
Strategic and business plans
Major management changes
New route and service launches
Mergers and acquisitions
Technical specifications
Pricing
Proposals
Financial data
Product or service costs
2.13.

Privacy

The Company respects the privacy of all its employees, business partners and customers. We
must handle personal data responsibly and in compliance with all applicable privacy laws.
Employees who handle the personal data of others must:
Act in accordance with applicable law;
Act in accordance with any relevant contractual obligations;
Collect, use and process such information only for legitimate business purposes;
Limit access to the information to those who have a legitimate business purpose for
seeing the information; and
Take care to prevent unauthorized disclosure.
2.14.

Hiring Officials

The Company may hire officials to perform services that have a legitimate business purpose,
and that do not conflict with the officials duties, such as hiring an off-duty police officer to
provide security at a Company event. All such hiring decisions must be approved in advance by
the Department Head and General Counsel.

10

3. Principles that guide our Business:

3.1.

Relationships with customers, suppliers and consumers

The Company values its partnerships with customers, suppliers and consumers. Employees
must treat these partners in the same manner we expect to be treated.
Always deal fairly with customers and suppliers, treating them honestly and with respect:
Do not engage in unfair, deceptive or misleading practices.
Always present Company products in an honest and forthright manner.
We safeguard property and information entrusted to us by customers and other parties.
We expect that our suppliers will take no action contrary to the principles of our Code.
3.2.

Competition Law

flydubai competes fairly, and complies with all applicable competition laws around the world.
These laws often are complex, and vary considerably from country to country - both in the
scope of their coverage and their geographic reach. Conduct permissible in one country may be
unlawful in another. Penalties for violation can be severe.
Employees should take care in dealing with competitors, and gathering information about
competitors. The General Counsel should be consulted to understand the particular competition
laws and policies applicable to them.
3.3.

Administration of the Code

The Code of Conduct is designed to ensure consistency in how employees conduct themselves
within the Company, and in their dealings outside of the Company. The procedures for handling
potential violations of the Code have been developed to ensure consistency in the process
across the organization.
No set of rules can cover all circumstances and these guidelines may be varied as necessary.
3.4.

Responsibility

The responsibility for administering the Code rests with HR, with oversight by, General Counsel
and Internal Audit.
3.5.

Investigation of Potential Code Violations

The Company takes all reports of potential Code violations seriously and is committed to
confidentiality and a full investigation of all allegations. The Companys Internal Audit and Legal
and HR may conduct or manage Code investigations. Employees who are being investigated for
a potential Code violation will have an opportunity to be heard prior to any final decisions being
11

made. Any breach of this Code may lead to disciplinary measures, dismissal and, where laws
are broken, civil or criminal prosecution.

3.6.

Raising Concerns

We all have an obligation to uphold the ethical standards of flydubai. If you observe behavior
that concerns you, or that may represent a violation of our Code, raise the issue promptly. Doing
so will allow the Airline an opportunity to deal with the issue and correct it, ideally before it
becomes a violation of law or a risk to health, security or the Companys reputation.
You have several options for raising issues and concerns. You can contact any of the following:

Your manager or Department Head

The legal team
The HR team

Effective 01 February 2013

12

Appendix

The below examples and questions have been drafted to help you understand how the Code of
Conduct works in practice and your responsibility to the company. Not all situations can be
addressed, the below is intended to give you a few scenarios.
Some Basic Questions

Q1. Suppose my supervisor asks me to do something that I think is wrong?

A1. If you are asked to do something that you believe is wrong, take time to evaluate the
situation based on your knowledge of our values. A first course of action may be to read through
the code again. Secondly, you may wish to express your concerns directly to the Human
Resources department, General Counsel or your supervisor. Lay out your concerns openly and
honestly. Or if you prefer, contact the Senior Management Team.
Q2. I am a permanent employee at flydubai, and my spouse consults for a variety of
companies including competitors of flydubai. Is this acceptable?
A2. This may or may not be acceptable, depending on the nature of the consulting your spouse
performs and his or her level or interaction with people who influence the strategic direction of
the other Company. You must disclose this situation to the General Counsel.
Q3. My spouse has just accepted a position with one of flydubais suppliers. Is this a
problem?
A3. Our code and policies are not intended to interfere in your personal lives. However, this
situation could be a problem if your job puts you in position of selecting your spouses Company
as a supplier. To avoid potential conflict, report this matter to the General Counsel and excuse
yourself from participating in decisions and discussions regarding your spouses Company.
Q4. A friend has asked me a personal favour and requested if I can print her wedding
invitations at work. Is this allowed?
A4. Access to equipment provided to you by the Company is solely for the use of performing
your job. If an employee uses their Company computer and equipment, as well as time at work,
for none work related material, as a favour for other employees or friends, this would be
considered as a misuse of Company assets.

13

Q5. I am a marketing manager and I have volunteered to teach a course on marketing at a

local college. I believe that my students would benefit from a discussion of how the
Company developed several marketing campaigns. Can I discuss this work in class?
A5. Only with prior approval from your Department Head. The development of marketing
campaigns is a Company work product and a Company asset. Much of this work may be
proprietary, and may not be appropriate to reveal outside the Company.

Q6. I am an administrative assistant and my manager persistently asks me to take care of

his personal business on Company time. Should I do this?
A6. The manager is misusing your work time, which is a Company asset. Personal business
such as picking up dry cleaning, balancing a personal cheque book or shopping for personal
gifts should not be done by you on Company time.

Q7. If I have access to Company tickets or items to be used for consumer promotions.
Can I send some of the tickets to an acquaintance working at a hotel chain in exchange
for free hotel rooms for my personal use?
A7. Company tickets or items are considered a Company asset. Exchanging them for personal
use will be a misuse of Company assets.

Q8. If I eat dinner at a restaurant with another employee on a business trip, can we both
claim for the meal?
A8. Only one of you should pay for the meal and this person should claim for the reimbursement
from the Company by completing the expense reimbursement form. If the other employee takes
a duplicate receipt and submits an expense report for money they did not spend, the second
employee will be disciplined because they submitted a false expense report.
Q9. On my CV/application form I stated that I am fluent in speaking Arabic. However I am
not very confident with the language and have requested not to read the Arabic crew
announcements onboard the flight. Will it be ok for me not to do these announcements?
A9. Stating you can do a task when applying for a role, such as being fluent in a certain
language, then later confirming you cannot perform the task as you do not have the skills
implies you may have been offered the role based on inaccurate information. This can be
considered as fraud.

Q10. I received by accident an e-mail with a file containing the salaries of several other
employees. May I share it with other people at work?
A10. No. You and your colleagues at work have no business reason to have this information.
You should delete the e-mail and bring the error to the senders attention. Disclosing the
information to other employees is a Code violation.

14

Q11. I am a sales executive and a customer asked me to prepare a lengthy and detailed
report, including service information that would take much effort to acquire. Can I
populate the report with false data, in order to get something back to the customer
quickly?
A11. These actions are dishonest and are constituted as unfair treatment of a customer.
Q12. I attend a customer meeting with another Company employee, and the other
employee makes what I believe to be an intentionally false statement about our
capabilities. What should I do?
A12. Correct the error during the meeting if possible. If this is not possible, raise the issue with
the employee, your manager, or other responsible Company personnel after the meeting, and
ensure that the Company corrects any customer misperception. If the other employee
intentionally lied to a customer, the employee violated the Code.

15