Guidelines of professional conduct: |
1 |
Upholding ethical standard of integrity and probity; |
2 |
Acting objectively and constructively while exercising his
duties; |
3 |
Exercising his responsibilities in a bona fide manner in the
interest of the company; |
4 |
Devoting sufficient time and attention to his professional
obligations for informed and balanced decision-making; |
5 |
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; |
6 |
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; |
7 |
Refraining from any action that would lead to loss of his
independence; |
8 |
Immediately informing the Board in case circumstances arise
which can make an independent director lose his independence
status; |
9 |
Assisting the company in implementing the best corporate
governance practices. |
Role and functions: |
1 |
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; |
2 |
To bring an objective view in the evaluation of the performance
of the board and management; |
3 |
To scrutinize the performance of management in meeting agreed
goals and objectives and monitor the reporting of performance;
|
4 |
To satisfy themselves on the integrity of financial information
and that the financial controls and the systems of risk
management are robust and defensible; |
5 |
To safeguard the interests of all stakeholders, particularly the
minority shareholders; |
6 |
To balance the conflicting interests of the stakeholders; |
7 |
To determine appropriate levels of remuneration for 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; |
8 |
To moderate and arbitrate in the interest of the company as a
whole, in situations of conflict between management and
shareholders’ interest. |
Duties: |
1 |
To Undertake appropriate induction and regularly update and
refresh their skills, knowledge and familiarity with the
company; |
2 |
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; |
3 |
To strive to attend all meetings of the Board of Directors and
of the Board committees of which he is a member; |
4 |
To participate constructively and actively in the committees of
the Board in which they are chairpersons or members; |
5 |
To strive to attend the general meetings of the company; |
6 |
Where they have concerns about the running of the company or a
proposed action, 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; |
7 |
To keep themselves well informed about the company and the
external environment in which it operates; |
8 |
To not unfairly obstruct the functioning of an otherwise proper
Board or committee of the Board; |
9 |
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; |
10 |
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; |
11 |
To report concerns about unethical behaviour, actual or
suspected fraud or violation of the company’s code of conduct or
ethics policy; |
12 |
To act within his authority, assist in protecting the legitimate
interests of the company, shareholders and its employees; |
13 |
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. |
14 |
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. |
Directors/Senior Management Personnel who have
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.
|
Directors/Senior Management Personnel shall affirm
compliance with the code on an annual basis. |