1) Communication -
A copy of code of conduct is easily accessible as the copy of the same will be sent all the members of the Board and Senior Management of the Company. The code of conduct will also be placed on the Company’s Web site and it’s a good way to communicate to all Directors, Sr. Management, Employees as also to customers, suppliers, and vendors about company’s statement of values, business practices and what it expects from members of Board and Senior Management.
2) Policies -
All the members of the Board as well as Senior Management must strictly adhere to the policies laid down by the Company and any variations in the same should be reported to the Board immediately.
3) Integrity -
All Directors and members of Senior Management shall act in the fiduciary capacity while conducting their activities on behalf of the company. They should also act with utmost honesty, integrity and fairness. They will act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated. All their acts will be in the best interest of the company.
4) Compliance -
All the members of the Board and the Sr. Management are required to comply with all applicable laws, rules and regulations. In order to assist the company in promoting lawful and ethical behavior, Directors must report any possible violation of law, rules, regulation or the code of conduct to the Compliance Officer.
5) Conflict of Interest -
Directors on the board of the company shall not engage in any business, relationship or activity, which may be in conflict of interest of the Company or the group.
Following are the circumstances, which will amount to conflict of interest.
- Directors should not engage in any activity / employment that interferes with the performance or responsibility to the company or is otherwise in conflict with or prejudicial to the company.
- Directors and their immediate families should not invest in a company, customer, supplier, developer or competitor and generally refrain from investments that compromise their responsibility to the company.
- Directors should avoid conducting company business with a relative or with a firm / company in which a relative / related party is associated in any significant role.
If such related party transaction is unavoidable, it must be fully disclosed to the board or to the CFO of the company.
6) Other Directorships -
It is necessary that all the Directors as well as members of Sr. Management must report / disclose there Directorships in other corporate to the Board on an annual basis. It is felt that service on the board of director competitor is not in the interest of the company and hence the approval of Board is essential.
7) National Interest -
"All the members while acting on behalf of the Company, must protect National Interest and any such event which results into deviation from the same should be immediately reported.
8) Competition -
All the members hereby agree that they will not adopt any unethical ways due to competition in the business. The company believes in it’s quality products and technology to make success in the competitive corporate sector.
9) Concurrent Employment -
All the members hereby agree that they will devote fully to the business of the company and they will not undertake any concurrent employments which will affect on the workings of the company without approval of the Board.
10) Confidentiality and Trade Secretes -
Any information concerning the company’s business, its customers, suppliers etc., which is not in the public domain and to which the Director has access or possesses such information, must be considered confidential and held in confidence, unless authorized to do so and when disclosure is required as a matter of law. No Director shall provide any information either formally or informally, to the press or any other publicity media, unless specially authorized.
11) Insider Trading -
Any Director of the Company shall not derive benefit or assist others to derive benefit by giving investment advice from the access to an possession of information about the company, not in public domain and therefore constitutes insider information. All Directors and members of Senior Management will comply with insider trading guidelines as issued by SEBI.
12) Gifts & Donations -
No Director of the company shall receive or offer, directly or indirectly, any gifts, donations, remuneration, hospitality, illegal payments and comparable benefits which are intended (or perceived to be intended) to obtain business (or uncompetitive) favors or decisions for the conduct of business. Nominal gifts of commemorative nature, for special events may be accepted and reported to the Board.
13) Protection of Assets -
Directors must protect the company’s assets, labor and information and no member of Board and Senior Management will use these for personal use, unless approved by the Board.
14) Reporting Concerns -
All the events such as bribery, corruption and sexual arrestment must be reported to the Board immediately.
15) Periodic Review -
Once every year or upon revision of this code, every Director must acknowledge and execute an understanding of the code and an agreement to comply. New Directors will sign such a deed at the time when their Directorship begins. |
