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Act in the best interests of, and fulfill their fiduciary obligations towards the
shareholders of the Company;
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Act honestly, fairly, ethically and with integrity;
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Conduct themselves in a professional, courteous and respectful manner;
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Comply with all applicable laws, rules and regulations;
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Oversee the conduct of the Company's business to evaluate whether the business is
being properly managed;
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Review and, where appropriate, approve the Company's major financial objectives,
plans and actions;
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Review and, where appropriate, approve major changes in and determinations of other
major issues respecting the appropriate auditing and accounting principles and practices
to be used in the preparation of the Company's financial statements;
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Assess major risk factors relating to the Company and its performance, and review
measure to address and mitigate such risks;
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Act in good faith, responsibly, with due care, competence and diligence, without
allowing their independent judgement to be subordinated;
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Act in a manner to enhance and maintain the reputation of the Company;
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Board Members and Senior Management Personnel will disclose potential conflicts
of interest that they may have regarding any matter, if any, at the Board Meetings
and any Director having such conflict of interest will abstain himself/herself from
discussions and voting on the concerned matter;
Board Members and Senior Management Personnel will make available to and share with
fellow Directors/ Senior Management Personnel information as may be appropriate
to ensure proper conduct and sound operation of the Company;
Board Members and Senior Management Personnel will respect the confidentiality of
information relating to the affairs of the Company acquired in the course of their
service as Directors/Senior Management Personnel, except when authorised or legally
required to disclose such information;
When negotiating for or entering into an arrangement concerning, prospective employment
outside the Company, Board Members and Senior Management Personnel will not allow
such circumstances to affect the performance of their duties in the Company;
Board Members and Senior Management Personnel will not use confidential information
acquired in the course of their service as Directors/Senior Management Personnel
for their personal advantage; and
None of the Directors/Senior Management Personnel shall derive any benefit or assist
others to derive benefit, by giving investment advice from access to and possession
of information about the Company which is not in public domain and deemed to be
insider information. All Directors/Senior Management Personnel will comply with
the Company’s Code on Prohibition of Insider Trading as applicable from time to
time.
Apart from what is stated above, the Independent Director of the Company shall also
adhere to the following additional code. The Code is a guide to professional conduct
for independent directors. Adherence to these standards by independent directors
and fulfilment of their responsibilities in a professional and faithful manner will
promote confidence of the investment community, particularly minority shareholders,
regulators and companies in the institution of independent directors:
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Guidelines of professional conduct:
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1
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Upholding ethical standards of integrity and probity;
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2
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Acting objectively and constructively while exercising his duties;
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3
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Exercising his responsibilities in a bona fide manner in the interest of the company;
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4
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Devoting sufficient time and attention to his professional obligations for informed
and balanced decision making;
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5
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Not allowing any extraneous considerations that will vitiate his exercise of objective
independent judgment in the paramount interest of the company as a whole, while
concurring in or dissenting from the collective judgment of the Board in its decision
making;
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6
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Not abusing his position to the detriment of the company or its shareholders or
for the purpose of gaining direct or indirect personal advantage or advantage for
any associated person;
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7
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Refraining from any action that would lead to loss of his independence;
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8
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Immediately informing the Board in case circumstances arise which can make an independent
director lose his independence status;
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9
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Assisting the company in implementing the best corporate governance practices.
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Role and functions:
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1
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To help bring an independent judgment to bear on the Board’s deliberations especially
on issues of strategy, performance, risk management, resources, key appointments
and standards of conduct;
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2
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To bring an objective view in the evaluation of the performance of board and management;
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3
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To scrutinise the performance of management in meeting agreed goals and objectives
and monitor the reporting of performance;
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4
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To satisfy themselves on the integrity of financial information and that the financial
controls and the systems of risk management are robust and defensible;
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5
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To safeguard the interests of all stakeholders, particularly the minority shareholders;
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6
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To balance the conflicting interest of the stakeholders;
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7
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To determine appropriate levels of remuneration of executive directors, key managerial
personnel and senior management and have a prime role in appointing and, where necessary,
recommending removal of executive directors, key managerial personnel and senior
management;
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8
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To moderate and arbitrate in the interest of the company as a whole, in situations
of conflict between management and shareholders’ interest.
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Duties:
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1
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To Undertake appropriate induction and regularly update and refresh their skills,
knowledge and familiarity with the company;
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2
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To seek appropriate clarification or amplification of information and, where necessary,
take and follow appropriate professional advice and opinion of outside experts at
the expense of the company;
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3
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To strive to attend all meetings of the Board of Directors and of the Board committees
of which he is a member;
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4
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To participate constructively and actively in the committees of the Board in which
they are chairpersons or members;
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5
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To strive to attend the general meetings of the company;
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6
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Where they have concerns about the running of the company or a proposed action,
to ensure that these are addressed by the Board and, to the extent that they are
not resolved, insist that their concerns are recorded in the minutes of the Board
meeting;
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7
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To keep themselves well informed about the company and the external environment
in which it operates;
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8
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To not unfairly obstruct the functioning of an otherwise proper Board or committee
of the Board;
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9
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To pay sufficient attention and ensure that adequate deliberations are held before
approving related party transactions and assure themselves that the same are in
the interest of the company;
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10
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To ascertain and ensure that the company has an adequate and functional vigil mechanism
and to ensure that the interests of a person who uses such mechanism are not prejudicially
affected on account of such use;
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11
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To report concerns about unethical behaviour, actual or suspected fraud or violation
of the company’s code of conduct or ethics policy;
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12
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To act within his authority, assist in protecting the legitimate interests of the
company, shareholders and its employees;
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13
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To not disclose confidential information, including commercial secrets, technologies,
advertising and sales promotion plans, unpublished price sensitive information,
unless such disclosure is expressly approved by the Board or required by law.
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14
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To comply with all other duties and to comply with all other duties and responsibilities
as may be imposed on them by the Companies Act, 2013 and any Rules made thereunder.
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Directors/Senior Management Personnel who has concerns regarding compliance with
this Code should raise those concerns with the Chairman of the Board, who will determine
what action shall be taken to deal with the said concern.
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Directors/Senior Management Personnel shall affirm compliance with the code on an
annual basis.
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