CHANGES IN THE CODE OF CONDUCT DUE TO RECENT CHANGES IN THE LODR FOR
LISTED COMPANIES
CODE OF CONDUCT FOR BOARD
OF DIRECTORS AND SENIOR MANAGEMENT OF COMPANY XYZ LTD
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015
Board
of Directors of the Company has revised its Code of Conduct for all members of
Board of Directors and Senior Management of the Company to bring it in
conformity with provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
MEANING OF SENIOR MANAGEMENT
For this purpose, the term “Senior Management”
shall mean personnel of the Company who are members of its core management team
excluding the Board of Directors. Normally this would comprise all members of
management one level below the Executive Directors including all functional
heads.
In other words Executive Directors (non Board
members), Senior Vice Presidents/Vice Presidents and other functional heads
will fall under the purview of this Code. This Code shall also be put on the
Company’s web site.
In
pursuance of the said provisions, the Board of Directors of the Company in their
meeting held on ------ approved the revised Code of Conduct which has become
effective w.e.f.-------------. A copy of the Code of Conduct as approved by the
Board of Directors is provided hereinafter.
THE CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
- This Code of Conduct will provide Directors and Senior Management of -------Ltd. (the Company) general guidance on the standards of conduct expected of the Directors and Senior Management including guidelines on conflict of interests.
- Within the Company there are other policies/procedures, which complement or support this Code. Board Members and Members of Senior Management will Exercise the care, diligence and skill of a reasonably prudent person under comparable· circumstances.
- · Ensure to enhance and maintain the reputation of the Company.
- · Strive to contribute toward the growth, stability and service that the Company seeks to· provide to its consumers, members, stakeholders and society in general. Conduct themselves in a professional, courteous, and respectful manner at all times.
· Make available to and share with fellow
Directors all information as may be relevant to ensure proper conduct and sound operation of the Company.
DUTIES OF DIRECTORS INCLUDING INDEPENDENT DIRECTORS
The Directors including Independent Directors
shall adhere to the roles and duties as defines under the provisions of
Companies act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 besides other roles and duties as may be referred by the
Board of Directors of the Company from time to time.
COMPLIANCE WITH LAWS
The Company’s Directors and
Senior Management shall comply with all the applicable provisions of laws and
regulations of the countries in which the company operates. Company’s Directors
and Senior Management shall contact Company’s legal counsel in case they have
questions regarding applicable laws.
No Director or Member of Senior
Management shall commit or condone an illegal act or instruct another employee,
etc. to do so.
Directors and other Senior
Management are expected to be sufficiently familiar with any legislation that
applies to their work, to recognize potential liabilities and to know when to
seek legal advice.
No Director or Member of Senior
Management staff shall create or condone the creation of a false record and
shall not destroy or condone the destruction of a record, except in accordance
with the guidelines laid down in this regard or permitted under any law of the
land for the time being in force.
CONFLICT OF INTEREST
A Director or a Member of Senior Management
has an actual conflict of interest when he is performing a duty or function of
the position and in the performance of that duty or function has the
opportunity to further his or her private interests.
There is an apparent conflict of
interest when a reasonably well-informed person could perceive that a
Director’s or Member of Senior Management’s ability to perform a duty or
function of the position was or will be affected by the Directors’ or Member of
Senior Management’s private interest.
The Company depends upon the
integrity of all the Directors and Members of Senior Management who have
knowledge of a decision or activity of the Company that involves or might
involve a conflict of interest.
Directors and Member of Senior
Management will perform their duties conscientiously.
Every Director and Member of Senior Management
must avoid any situation in which there is an actual or apparent conflict of
interest that could interfere or could be perceived to interfere with the
Director’s or Member of Senior Management’s judgment in making decisions in the
Company’s best interests.
Every Director and Member of Senior Management
shall disclose all the circumstances that constitute an actual or apparent
conflict of interest. These disclosures shall be made to the Board of
Directors.
OUTSIDE BUSINESS INTERESTS
Directors
and Members of Senior Management should declare their outside business
interests at the time of engagement and are required to limit outside business
activities to avoid any conflict of interests or breaches of any of the
provision of this Code. Notwithstanding any outside business activity,
Directors and Members of Senior Management are required to act in the best
interests of the Company.
CONFIDENTIAL INFORMATION
Directors and Members of Senior Management
should at all times maintain the confidentiality of all confidential
information and all records of the Company, and must not make use of or reveal
such information or records except in course of the performance of their duties
or unless the documents or information becomes matter of general public
knowledge.
Similarly, Directors and Members
of Senior Management should not use the confidential information obtained
through their association or employment with the Company to further their private
interests or the private interests of their relatives.
Directors and Members of Senior
Management using the Company’s computer data base or electronic mail system
will be expected to comply with any internal policies and procedures that guide
the storage, use and transmission or information through this medium.
INVESTMENT IN COMPANY’S SHARES
Directors or Members of Senior Management are
expected to comply with the Insider Trading Regulations of the Company and/or
any other regulations/guidelines regarding investment in the Company’s shares
issued, from time to time, by the Securities and Exchange Board of India
(SEBI).
OUTSIDE EMPLOYMENT
Directors or Members of Senior
Management may hold outside jobs or engage in modest self employment activities
in their own time, using their own resources, and in a manner not adversely
affecting their performance in the Company.
However, no Directors or Members of
Senior Management may accept work with a competitor, or with any entity that
could lead to conflict of interest or a situation prejudicial to the interests
of the Company.
ENTERTAINMENT, GIFTS AND BENEFITS
It is essential to the efficient
business practices that all those who do business with the Company as
contractors/customers etc. have access to the Company on equal terms.
Directors or Members of Senior
Management should not accept entertainment or gifts (gifts or entertainment in
this clause includes cash, preferred loans, securities or secret commissions),
which grant or appear to grant preferential treatment to a potential or actual
contractor/customer of the Company. A business relationship with the Company
will be conditional on compliance with this Code.
Similarly, no Director or Member
of Senior Management may offer entertainment, gifts of benefits, in order to
secure preferential treatment for the Company.
Gifts, entertainment and
benefits may only be accepted or offered by a Director or Member of Senior
Management in the normal exchanges common to business relationships.
PROFESSIONAL DEVELOPMENT
The Directors and Members of Senior Management
will encourage and support the professional development of the employees of the
Company and provide them all necessary assistance and cooperation.
ENVIRONMENT AND SAFETY
Environmental Protection is a
fundamental value of the Company. Directors and members of Senior Management
have a crucial role in ensuring that Company’s operations comply with the
environmental legislation and standards.
Safety must be everyone’s
concern. The Company is committed to providing all employees a safe, healthful
and harassment free workplace and to ensuring safe and respectful work
practices and conditions.
Directors and Members of Senior Management
have both a legal and a moral responsibility for the safety and the protection
of the environment.
PATENT AND DISCOVERIES
Directors and Members of Senior
Management are often engaged in various forms of research or problem solving
for the Company. The product of their efforts produced within the scope of
their employment belongs to the Company, whether the product was concluded
while actually at work or not.
Such products include computer programs,
technical process, inventions, research methods, reports or articles, and any
other form of innovation or development. Directors and Members of Senior
Management shall maintain confidentiality of these kinds of knowledge/patents
and will not put the same to personal use.
USE OF THE COMPANY’S PROPERTY
Directors or Members of Senior Management must
not misappropriate the Company’s property for personal use.
Directors and Members of Senior Management are
entrusted with the care, management and cost-effective use of the Company’s
property, including the use of Company’s name, and should not make use of these
resources for their own personal benefit.
Directors and Members of Senior Management
should ensure that all the Company’s property assigned to them is maintained in
good condition and should be able to account for such property.
Directors and Members of Senior Management may
not dispose of the Company’s property except in accordance with the guidelines
for this purpose.
RESPOSIBILITY
The
Company is determined to behave, and to be perceived, as an ethical
corporation. Directors and Members of Senior Management must adhere to the
standards described in this Code of Conduct.
WHERE TO SEEK CLARIFICATION
Any Director or Member of Senior Management
requiring any clarification regarding this Code of Conduct may contact Company
Secretary.
