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Code of Conduct for Directors and Senior Management
INTRODUCTION
Requirement
The amended clause 49 of Listing agreement dated 29th October, 2004 requires that the Board of each company has to lay down a code of conduct for all Board members and senior management of the company. The said clause also requires :
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Posting of code of conduct on the web-site of the company. |
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Annual Affirmation by all the Board members and senior management personnel that the Code has been complied with. The Annual Report of the company shall contain a declaration to this effect signed by the CEO. |
The revised Clause 49 of the Listing Agreement is to be complied with by April 1, 2005.
Applicability
The code of conduct sets code of ethics and standards for all Directors of the Company and senior management personnel i.e., Executive Vice Presidents and above.
Purpose
The purpose of this Code of Conduct is :
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To provide guidance and help in recognizing and dealing with and ethical issues, provide mechanism to report unethical conduct and to help foster a culture of honesty and accountability. |
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To encourage the observance of high standards and to protect and promote the interests of all the stakeholders including shareholders, customers, employees, debtors, and creditors. |
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To set out the responsibility of Directors and Senior Management in case of contravention of any of the provisions/regulations of this Code of Conduct. |
CODE
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Honest
and Ethical Conduct : All directors and senior
management personnel shall in relation to the business of
the Company act in accordance with the highest standards of
personal and professional integrity, honesty and ethical conduct.
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Conflicts
of Interest : The directors and senior management
personnel should be scrupulous in avoiding ‘conflicts
of interest’ with the company. In case there is likely
to be a conflict of interest, in the case of a senior management
personnel he/she should make full disclosure of all facts
and circumstances thereof to the Managing Director and a prior
written approval should be obtained. In case there is likely
to be a conflict of interest in the case of Managing Director,
he should make full disclosure of all facts and circumstances
to the Chairman of the Board. The Chairman and any Director
of the Board in like circumstances should make full disclosures
to the Board.
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Confidentiality
: The Director and senior management shall
maintain the confidentiality of confidential information of
the Company or that of any customer, supplier or business
associate of the Company to which Company has a duty to maintain
confidentiality, except when disclosure is authorised or legally
mandated. The Confidential information includes al non-public
information (including private, proprietary, and other) that
might be of use to competitors or disclosure of which might
be harmful to the Company or its associates. The use of confidential
information for his/her own advantage or profit is also prohibited.
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Corporate
Opportunities : The Directors and
Senior Management are prohibited from:
1. Taking for themselves personally,
opportunities that are discovered through the use of Company’s
property, information or position.
2. Competing directly with the business of the Company or
its proposed diversification plans.
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Compliance
with Laws, Rules and Regulations : The Directors
and senior management shall endevour compliance with all applicable
laws, rules, and regulations applicable to the Company. Transactions,
directly or indirectly, involving securities of the Company
should not be undertaken without complying with Code of Conduct
for Prohibition of Insider Trading.
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Protection
and proper use of Company’s Assets : The
Directors and Senior Management should protect Company’s
assets and property. Company’s assets should be used
only for legitimate business purposes.
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Compliance
with Code of Conduct : Each director and senior
management personnel shall adhere to this code of conduct
and affirm compliance with the code as of 1st April, 2006
and thereafter on an annual basis. Violation of this Code
will lead to appropriate action.
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Waivers,
Interpretation and Amendments of the Code of Conduct :
Any waiver of the provisions of this code shall be approved
by the Board of Directors of the company.
The Board of Directors of the company will handle any question
or interpretation under this Code.
The code shall be reviewed continuously and any amendment
to the provisions of this code must be approved by the Board
and promptly disclosed on the Company’s website and
in applicable regulatory filings pursuant to applicable laws
and regulations together with details about the nature of
amendment.
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...back
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Annual
Report
Code
of Conduct
