Code of Conduct

Last updated: 28 May 2026

1. Our Commitment

CALIM Consultancy Services was founded on a single operating principle: we advise on the contract, not around it. Every opinion we render, every claim we advance, and every position we defend must be grounded in the contract documents, the applicable law, and the facts as they actually occurred - not as a client wishes they had occurred.

This Code of Conduct sets out the minimum standards of professional behaviour that bind our founding partners, all consultants, sub-consultants, and any person acting on behalf of CALIM. It is not aspirational guidance. It is the floor below which no CALIM representative may operate.

We operate in jurisdictions - Qatar, Saudi Arabia, UAE, India, and the United States - where construction contracting can carry significant ethical pressures: bid manipulation, inflated variation claims, undisclosed subcontract margins, and facilitation payments presented as routine business. None of these practices are acceptable under this Code, regardless of local custom or commercial expediency.

2. Professional Integrity

Our value to clients rests entirely on the credibility of our advice. That credibility is destroyed the moment we tell a client what they want to hear rather than what they need to hear. CALIM personnel must therefore:

• Present only positions that are defensible under the contract and the facts. We do not advance claims we believe to be inflated, fabricated, or legally unsustainable.
• Distinguish clearly between what the contract entitles a client to and what a client would like to recover. These are often different things.
• Advise clients honestly on the weaknesses in their own position as well as the strengths. A claim assessment that omits the employer's likely defence is not professional advice.
• Refuse instructions that require us to misrepresent facts, suppress relevant documents, or present a distorted narrative in dispute proceedings.
• Never exaggerate the prospects of a claim, the likely quantum of an award, or the speed at which a dispute will resolve in order to secure or retain an engagement.
• Acknowledge the limits of our expertise and recommend specialist input - legal, structural, geotechnical, forensic accounting - where the complexity of a matter exceeds our competence.

This standard applies in written opinions, oral presentations, expert reports, adjudication submissions, and all other professional outputs regardless of audience.

3. Anti-Bribery and Anti-Corruption

CALIM has zero tolerance for bribery and corruption in any form. This is not a compliance formality. The construction and EPC sectors in the regions where we operate have suffered measurable harm from corrupt procurement, inflated award values, and subcontract kickbacks. We will not contribute to that harm.

CALIM personnel must never offer, promise, give, request, agree to receive, or accept any financial or other advantage in order to improperly influence a business decision. This prohibition applies to:

• Payments or gifts to public officials or their associates in any jurisdiction.
• Payments to private individuals to influence contract awards, variation approvals, claim settlements, or dispute outcomes.
• Facilitation payments - small payments made to expedite routine government processes. These are bribes, regardless of their size or local prevalence.
• Undisclosed referral fees, commissions, or finders' fees paid to or received from any party in connection with a client engagement.
• Hospitality, entertainment, or gifts that are disproportionate, frequent, or clearly intended to influence a business relationship rather than strengthen a legitimate professional one.

CALIM's anti-corruption obligations are governed by the laws of the jurisdictions in which we operate, including but not limited to Qatar Law No. 11 of 2004 (Anti-Corruption), the United Kingdom Bribery Act 2010, and the United States Foreign Corrupt Practices Act 1977. Where these laws impose more stringent obligations than this Code, the law prevails.

4. Conflicts of Interest

A conflict of interest arises whenever a CALIM representative's personal interests, financial interests, or obligations to a third party could - or could reasonably appear to - compromise their duty to a client. In contracts advisory work, the most acute conflicts arise when the same matter involves parties on both sides of the same contract.

CALIM will not act simultaneously as adviser to both a contractor and an employer on the same project or dispute. We will not advise a subcontractor in a claim against a main contractor while advising that main contractor in a claim against the same employer on the same project. These are not edge cases requiring individual judgement - they are categorical prohibitions.

All personnel must:

• Disclose any actual, potential, or perceived conflict to the founding partners before accepting an engagement or as soon as the conflict becomes apparent.
• Not permit a conflict to persist without resolution. Disclosure is the start of the process, not the end of it.
• Recuse themselves from any matter in which a conflict cannot be adequately managed, and support the establishment of information barriers between client teams where multiple engagements on the same project are unavoidable.
• Disclose any personal financial interest in the outcome of a matter - including share ownership in a client entity, family relationships with counterparty personnel, or a direct financial stake in a claim settlement.

5. Confidentiality and Data Protection

Clients share with us their most commercially sensitive information: unadjudicated claim positions, contract award values, subcontract margins, settlement instructions, and internal assessments of their own contractual exposure. This information is provided in confidence and must be treated accordingly.

CALIM personnel must:

• Hold all client engagement details, contract data, claim strategies, and commercial positions in strict confidence, both during and after the engagement.
• Not disclose confidential client information to any third party - including other clients, prospective clients, professional contacts, or media - without the client's express written consent.
• Honour the terms of all non-disclosure agreements executed in connection with an engagement. Where no NDA has been signed, treat the information as if one existed.
• Maintain information barriers between client teams engaged on different sides of the same sector, market, or procurement round, wherever a risk of inadvertent disclosure exists.
• Handle personal data in accordance with the data protection legislation applicable in each jurisdiction of operation, and report any suspected data breach to the founding partners immediately.
• Ensure that confidential documents are stored, transmitted, and destroyed securely, and that access is limited to personnel with a legitimate need.

Confidentiality obligations survive the termination of any engagement or employment relationship with CALIM.

6. Fair Dealing

The adversarial nature of claims and dispute work does not license dishonesty. There is a fundamental distinction between vigorous, well-reasoned advocacy for a legitimate position and the deliberate misrepresentation of facts or law. CALIM personnel must remain firmly on the right side of that line.

Fair dealing requires:

• Honest representation of CALIM's qualifications, track record, and the scope of services we are able to provide.
• Fair treatment of counterparties in negotiations and dispute processes. Legitimate tactical pressure is not the same as intimidation, bad faith, or procedural abuse.
• Respect for subcontractors, suppliers, and smaller parties in supply chains. The structural imbalance of construction contracting does not justify exploitative behaviour toward those with less bargaining power.
• Honest and respectful treatment of colleagues at all levels, including junior staff, seconded personnel, and sub-consultants.
• Accurate and transparent fee arrangements with clients. We do not structure fees in ways designed to obscure the total cost of an engagement or to create incentives for claim inflation.

7. Health, Safety, and Environment

CALIM personnel regularly work on active construction sites, in industrial facilities, and in environments subject to formal HSE management systems. When doing so, we are bound by the site rules and safety regulations of the client, the project, and the jurisdiction - without exception and without the benefit of any advisory exemption.

Personnel must:

• Comply with all applicable HSE legislation and regulations in Qatar, Saudi Arabia, UAE, India, and the USA, including sector-specific requirements in oil and gas, power generation, and mining.
• Follow all site induction requirements and wear required personal protective equipment without exception.
• Report unsafe conditions, near misses, or incidents to the appropriate site authority and to CALIM's founding partners promptly.
• Never compromise the safety of any person - worker, client representative, or bystander - in order to meet a commercial deadline or client expectation.

8. Compliance with Laws

CALIM and all persons acting on its behalf must comply with all applicable laws and regulations in every jurisdiction where work is performed or directed. This includes, but is not limited to:

• Qatar: Commercial Companies Law, Anti-Corruption Law, Law on Combating Terrorism and its Financing, applicable labour and employment regulations.
• Saudi Arabia: Anti-Bribery and Corruption Law (Royal Decree M/36), Zakat, Tax and Customs Authority requirements, and Saudi Vision 2030 localisation obligations where relevant.
• UAE: Federal Decree-Law No. 31 of 2021 on Combating Cybercrimes, Federal Decree-Law No. 38 of 2022 on Anti-Money Laundering, and applicable emirate-level regulations.
• India: Prevention of Corruption Act 1988, Prevention of Money-Laundering Act 2002, and applicable state and central regulations governing professional advisory services.
• USA: Foreign Corrupt Practices Act 1977 and applicable federal and state laws governing professional services and commercial dealings.

Ignorance of applicable law is not a defence. CALIM personnel operating in a jurisdiction in which they are unfamiliar with local legal requirements must seek guidance from the founding partners before proceeding.

9. Reporting and Whistleblowing

Any person who becomes aware of a suspected or actual breach of this Code - by a colleague, sub-consultant, client contact, or third party acting in connection with a CALIM engagement - is expected to report it. Inaction in the face of known misconduct is itself a breach of this Code.

Reports may be made directly and confidentially to either founding partner:

• Dr. Varghese Koshy Panicker, CEO - [email protected]
• Adv. Jayakumar Madapattu, CLO - [email protected]

CALIM will not retaliate against any person who raises a concern in good faith, even if the concern is ultimately found to be unsubstantiated. Retaliation against a whistleblower is itself a serious breach of this Code and will be treated accordingly. Anonymised reports are accepted; the founding partners will make reasonable efforts to protect the identity of any reporter who requests confidentiality.

10. Enforcement

The founding partners - Dr. Varghese Koshy Panicker and Adv. Jayakumar Madapattu - personally review every reported concern under this Code. There is no intermediate layer. This reflects both the size of the firm and the seriousness with which leadership regards ethical compliance.

Violations of this Code may result in:

• Immediate termination of an employment or sub-consultancy engagement, without notice where the breach involves dishonesty, corruption, or a serious conflict of interest.
• Termination of the client engagement where the client or its representatives are found to have induced or facilitated a breach of this Code.
• Referral to the relevant regulatory authority or law enforcement body where the conduct in question may constitute a criminal offence.
• Disclosure obligations to relevant third parties - including adjudicators, arbitral tribunals, or courts - where continued non-disclosure would itself constitute professional misconduct.

This Code will be reviewed and updated periodically by the founding partners. All persons associated with CALIM are expected to familiarise themselves with its current version. Questions regarding interpretation or application should be directed to [email protected].