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Decree No. 494 of 2022 Regarding the Adoption of the Code of Conduct for Companies*

Updated: Oct 13, 2023

Minister of Economy and Commerce

After reviewing

  • The constitutional declaration issued on 3 August 2011, and its amendments.

  • The political agreement signed on 17 December 2015.

  • The State Financial System Law, the Budget, Accounts and Stores Regulations, and their amendments.

  • Law No. 12 of 2010 on Labour Relations and its executive regulations.

  • Law No. 23 of 2010 on Commercial Activity and the regulations issued under it.

  • The Council of Ministers of the Government of National Unity’s Decree No. 235 of 2021 regarding the adoption of the organisational structure of the Ministry of Economy and Commerce and the regulation of its administrative apparatus.

  • The Minister of Economy and Commerce's Decree No. 409 of 2022 regarding the formation of a committee and the determination of its tasks.

  • The referral letter to the Chairman of the Code of Conduct Preparation Committee dated 25 April 2022.

  • And for the public interest.


Article 1

The Code of Conduct for Companies attached to this decree is hereby adopted.

Article 2

The provisions and rules of the Code of Conduct for Companies shall apply to all types of companies subject to Law No. 23 of 2010 on Commercial Activity and to the employees and workers in these companies.

Article 3

This decree shall enter into force as of its issuance date, and those addressed by its provisions shall implement it and any conflicting provisions shall be annulled.

Mohammed Ali Al-Hawij Minister of Economy and Commerce

Code of Conduct for Companies


In recognition of the importance of the corporate sector in driving the economy, promoting development in the country, improving the living standards of citizens, increasing income, achieving economic and social welfare, and enhancing the quality of services provided to the people and residents of the country, especially in vital and sensitive areas such as electricity, communications, healthcare, food, and others.

To distance companies from suspicions and adhere to the highest standards in the private and state-owned sectors, to promote transparency and integrity, and to enhance the efficiency of employees, their training, and the improvement of services, it was necessary to issue a Code of Conduct for Companies, which serves as a behavioural and ethical standard for companies and their employees and as a general framework for employee behaviour during their work to contribute to increasing productivity and improving the work environment.

The Code Framework

The Code is based on a set of principles and values, which are:

  • Respect for the law.

  • Transparency and integrity.

  • Internal control.

  • Fighting corruption.

  • Quality and excellence.

  • Social responsibility.

The Code Rules

First: Definitions

The following terms and phrases in this Code shall have the corresponding meanings unless the context indicates otherwise:

  1. The Code: The Code of Conduct for Companies and Employees.

  2. Professional Behaviour: The honest and competent professional behaviour of the employee while performing his duties and tasks.

  3. Code of Conduct: The principles upon which the employee's behaviour at work is based.

  4. Company: The company that is subject to Law No. 23 of 2010 on Commercial Activity, whether private or partially or wholly owned by the state.

  5. State-Owned Company: A company in which the state or one of its bodies or institutions owns 25% or more of its capital and is subject to Law No. 23 of 2010 on Commercial Activity.

  6. Joint Company: A company formed by Libyan natural or legal persons and foreign natural or legal persons conducting business activities in Libya in accordance with Law No. 23 of 2010.

  7. Branch of a Foreign Company: The branch registered with the Ministry of Economy of a company registered outside Libya.

  8. Employee: Anyone working for one of the companies addressed by the provisions of this Code and under its supervision and control.

  9. Integrity: Behaviour characterised by honesty and the avoidance of corruption suspicions, and not using authority or position for personal gain.

  10. Transparency: Providing information and procedures within the company and disclosing them to others, within the limits of relevant legal rules.

  11. Conflict of Interest: A situation or position in which the objectivity and independence of an employee may be affected by a personal financial or moral interest, which may affect his independence, professional dealings, and the efficiency of carrying out his duties, in such a way that these interests lead one of the employees to have a suspicious behaviour.

  12. Social Responsibility: The efforts made by the company to contribute to the development of society and sustainable development.

  13. Confidential Information: Information obtained by the employee in connection with his work, which is of high value and is characterised by its confidentiality.

Second: General Obligations of the Company

The companies addressed by this Code shall adhere to the following provisions:

  1. Application of the law and decisions issued by the competent authorities.

  2. Providing services to citizens and resident foreigners without discrimination and without exception.

  3. Transparency of information regarding the procedures for obtaining the service and the decisions made within the company, through the publication of information, procedures, and decisions on the company's website, continuous website updates, and the inclusion of the company's phone numbers and email in its publications.

  4. Proper archiving of documents, such as decisions, contracts, correspondence, and others, to ensure they are not lost.

  5. Providing services efficiently and with high quality, receiving and addressing complaints and reports, ensuring the improvement of services provided by the company.

  6. Continual improvement of the company's performance, and adopting scientific methods in training employees.

  7. Establishing internal control within one of the administrative divisions of the company, giving it a real role in monitoring the procedures and decisions made within the company, and ensuring the compliance of departments and employees with the decisions of the upper management and relevant legislations.

  8. Providing free services that contribute to social welfare and sustainable development, in cooperation with municipalities and relevant authorities.

  9. Allocating a number of positions within the company to people with special needs, provided that the percentage of people with special needs among the total employees in the company is not less than 3%.

  10. Signing a confidentiality agreement and a good treatment agreement with potential contractors and contractors, which should include provisions related to non-conflict of interests, combating financial and administrative corruption, confidentiality of information, and non-disclosure.

  11. The confidentiality agreement should continue for a period of 5 years from the date of obtaining the information and should cover all stages of dealing, including the offers submission stage, negotiation stage, and post-contract execution stage in accordance with the period specified above.

  12. Rapid response to correspondence from regulatory authorities, full cooperation with them, and no delay in responding to them and enabling them to work according to their jurisdictions.

Third: Social Responsibility

  1. Each company must define a clear vision for the social role it wants to adopt to achieve the goals of social responsibility. The areas of social responsibility are defined as follows:

  • Family and child care, especially for widows and orphans.

  • Health, social, and cultural care.

  • Youth care and support.

  • Support for individuals with special needs.

  • Development areas.

  • Education and scientific research in all its forms.

  • Environmental protection.

  1. Each company should allocate funds to implement its plans under its social responsibility, provided that these funds do not exceed 2% in the case of state-owned companies under any circumstances. For foreign branch companies, the allocation should not be less than 2%, and for joint venture companies, it should not be less than 1% of the net profits of the company for the previous fiscal year.

  2. The company must appoint one or more executives to implement and monitor the allocation of the social responsibility budget. These executives should have a direct connection with the company's senior management.

  3. Expenditure from the social responsibility budget is only allowed after the approval of the company's general assembly. The allocation for social responsibility must be explicitly mentioned in the company's general budget.

  4. The disbursement of social responsibility allocations is only allowed after the approval of the social responsibility plan by the board of directors.

  5. Companies that have not achieved any profits are exempt from allocating the social responsibility budget in their budget.

  6. Companies should prioritize their target beneficiaries when developing their social responsibility plans.

  7. When developing a social responsibility plan, companies should focus on areas characterised by sustainability and sustainable development.

  8. The company must disclose the allocations, expenses, plans, and objectives of social responsibility through any means of disclosure. Programs should not be announced by the company until they are approved by the board.

  9. Companies with branches in several municipalities should consider the principle of fairness in their distribution when disbursing allocations, with priority given to the most needy municipalities.

  10. Companies are allowed to exceed the approved social responsibility plan and direct expenditure towards specific areas or municipalities only in cases of force majeure and emergency situations, such as floods and earthquakes.

  11. Companies are prohibited from establishing projects, programs, or services under the social responsibility system for political, partisan, regional, or tribal considerations.

  12. Large companies that generate substantial income and profits may allocate a specific portion of their income to cover social responsibility allocations, [subject to clauses 4, 3 above].

Fourth: Company Obligations Towards Employees

Companies must adhere to the following obligations towards their employees and staff:

  1. Define the employee's role according to the company's regulations and the applicable legislation related to the company's activities and codes of professional conduct.

  2. Provide a safe and healthy working environment for employees, adhere to occupational safety rules, clarify potential hazards, provide appropriate training to prevent them, and provide safety equipment and protection without any financial burden on the employee.

  3. Allocate a budget for attire or uniform in the company's budget if employees are required to wear formal or uniform clothing.

  4. Adhere to transparency and impartiality in all matters related to the hiring, promotion, training, and other procedures related to employees, and refrain from discrimination in all its forms.

  5. Ensure fairness in determining salaries and avoid discrimination among employees in terms of wages for similar work.

  6. Establish the company's administrative structure, define departments and divisions, specify the authorities and duties of employees clearly, and prepare an authority guide and distribute it among employees.

  7. Establish a system for receiving complaints and grievances from employees and review them to improve working conditions and service quality.

  8. Guarantee the employee's right to appeal any decision made against them, including annual performance reports.

  9. Refrain from punishing employees, whether through deduction, warning, transfer, delayed promotion, or other means, due to filing complaints with the relevant authorities or grievances against the company.

Fifth: Employee Commitment

Employees must commit to the following towards their company, citizens, and foreign residents:

  1. Loyalty: Respect the law and decisions issued by competent authorities and do not prioritise personal interests over the interests and goals of the company.

2. Quality of Work:

  1. Employees must perform their assigned tasks and responsibilities with honesty and integrity.

  2. Treat clients and service recipients during work in a respectful, efficient, and non-discriminatory manner.

  3. Give priority to individuals with special needs, seniors, patients, and pregnant women when providing services.

  4. Refrain from any form of discrimination and maintain a high level of professionalism when providing services.

  5. Adhere to the official working hours and dedicate working hours solely to work-related tasks.

  6. Complete the required services in a timely manner without unnecessary delays, provided that all procedures and requirements are met.

  7. Provide accurate and timely information and disclose the required procedures to service recipients.

  8. Maintain the confidentiality of individuals' information and documents and refrain from using them for personal gain or disclosing them except as required by applicable laws.

3. Avoiding Conflicts of Interest

  1. The employee is prohibited from engaging in any activities or actions that could create an actual, apparent, or potential conflict of interest between their personal interests on one hand and their job responsibilities or anything related to their job on the other hand.

  2. Refrain from engaging in any activities that do not align with their objective and impartial performance of their duties or that could result in preferential treatment of natural or legal persons in their dealings with the company.

  3. Immediately and in writing inform their immediate supervisor in case of any conflict of interest with any person, or if there is a conflict between personal interest and the company's interests or if the employee is subjected to pressures conflicting with their job duties, while explaining the nature of the relationship and the conflict.

  4. Refrain from the direct or indirect use of their position to obtain financial gains or any valuable item for their own benefit or for the benefit of any of their relatives up to the fourth degree.

  5. Refrain from exploiting or using the information obtained during the performance of their job duties to achieve personal benefits, whether directly or indirectly, or to harm others

  6. The employee is prohibited from working directly under the direct supervision of any of their relatives up to the fourth degree within the same unit. In case this occurs, the employee must disclose and report it to senior management.

4. Financial Corruption

  1. An employee is prohibited from requesting or accepting, giving or offering any form of bribes, promises, money, gifts, loans, rewards, services, commissions, or any known form of influence in order to influence the decisions or behaviour of other employees, service recipients, or potential contractors, as well as any party they deal with.

  2. Refrain from accepting anything of value from anyone who wishes to establish a working relationship with the company or receives a service from it, before a contract is concluded.

  3. The employee must report in writing to their immediate supervisor when they observe any suspicious financial transactions without violating their obligation to report to the competent authorities if there is a legal requirement.

  4. Exceptions to the above provisions:

  5. Acceptance of simple and non-valuable gifts, such as promotional items like pens and other office supplies with a brand logo.

  6. Acceptance of gifts or discounts offered to a large group of company employees as part of a contract or agreement between the company and another party.

  7. Meals related to work meetings, provided that they are reasonable in cost and frequency.

5. Handling Media and Social Media

  1. Maintain the confidentiality of work-related information and refrain from disclosing or providing data or information related to their job, or the policies and strategies of their employer to the media, except with specific permission from the company's upper management.

  2. Not to disclose any information about the company's work on social media, whether in a professional or personal capacity, unless authorised to do so. In any case, employees should not be harmed for expressing their personal opinions on publicly available information.

  3. Not to upload texts and images containing unethical, racist, or violence-inciting content. Not to use the internet to attempt unauthorised access to other devices or networks, send confidential materials, or engage in threats and harassment of others, or any illegal activities.

  4. Avoid using social media during working hours.

6. General Appearance

  1. Maintain a decent appearance in terms of clothing and personal grooming, in a manner that does not violate etiquette or the company's reputation.

  2. Adhere to the official dress code as required by their respective departments during working hours and maintain its cleanliness.

7. Preservation of Company Assets

  1. Conserve the use of electricity and water and use company devices and tools optimally. Report any faults or losses promptly.

  2. Not to violate regulations and legislations related to tenders, auctions, storage, procurement, and other financial regulations.

  3. Avoid negligence or shortcomings that could result in the loss of the company's or others' rights.

  4. Use company resources for their designated purposes and ensure proper and efficient use of company property or resources.

  5. Settle financial obligations received from the company within the specified period or when requested to do so.

  6. In all cases, employees are responsible for all company property dispensed to them, in their possession, or under their control and should refrain from using them for personal purposes.

8. Internal Interactions

  1. Respect colleagues, maintain friendly relationships with them, and respect their privacy.

  2. Refrain from any unethical behaviours that violate public ethics, laws, and customs.

  3. Refrain from all forms of sexual harassment, whether in words, actions, or suggestive remarks that are offensive. This applies whether the harassment is overt or covert.

  4. Respect and follow the instructions of supervisors according to the organisational hierarchy.

  5. Collaborate with colleagues in performing the necessary duties to ensure the smooth flow of work and the achievement of the company's goals.

  6. Transfer knowledge and experiences acquired to subordinates, and focus on enhancing their competencies and capabilities. Respect their rights and cooperate with them without discrimination.

9. Confidentiality of Information

  1. Consider confidential information as the company's private property. To protect it, do not disclose it in any form except within the narrowest scope. Prohibit its circulation and prevent its disclosure to any party. Examples of confidential information include:

  2. Unpublished and unknown information to others or information whose disclosure is detrimental to the company's interests.

  3. All written, visual, oral, or other information related to the company's projects, such as correspondence, exchanged messages, printed materials, documents, records, and work procedures during the pre-contract, contract, and post-contract stages.

  4. All financial, administrative, technical, and legal information requiring protection and confidentiality.

  5. When dealing with any external party and considering disclosing information, communicate with the relevant channels of that party. Provide such information to authorized personnel who are responsible for handling it and designated to receive it. Do so without disclosing it to unauthorized individuals or employees as required by this party, and those designated or assigned by this party to receive such information when needed. Avoid disclosing more information than what is requested.

  6. With the exception of the above provisions, confidential information may be disclosed if such disclosure is required by applicable laws, court orders, or as part of criminal or regulatory investigations by authorized authorities, provided that the disclosure does not exceed the extent requested.

10. Complaints and Reports

  1. The company commits to appointing a department, office, or employee from its staff to receive complaints and reports about violations of the provisions of this code.

  2. The Employee is required to report any violations of the provisions of this code and the applicable regulations and laws.

  3. If such violations constitute a criminal offence punishable by law, the employee is required to report such violations to the regulatory and judicial authorities.

  4. It is prohibited to impose any penalty or disciplinary sanction on an employee due to their submission of a report or complaint to the competent authority.

  5. The company and all its employees are required to cooperate with the regulatory authorities in the event of an investigation, and employees at all levels are required to comply and cooperate with the company’s internal control departments.

  6. The employee shall be granted a financial reward if the submitted report results in the preservation and saving of the state-owned company’s funds from embezzlement, plunder, and the like.

11. The Mandatoriness of the Code of Conduct

  1. The provisions of this code are binding on those addressed by it. However, each company may issue its own code provided that it does not contradict the provisions of this code.

  2. In the event that the company does not issue its own code, this code is considered applicable by the force of the decision.

  3. The company is required to provide a copy of the code of conduct to each of its employees.


*This translation is provided for informational purposes only. It may not fully capture the original text's nuances or context. It is not a substitute for professional legal advice. If you have any questions or require advice, please feel free to reach out to us.


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