FOR DIRECTORS & SENIOR MANAGEMENT PERSONNEL
INTRODUCTION
The purpose of Code of Conduct (hereinafter referred to as “Code”) is to conduct the business of the Company in accordance with the applicable laws, rules, and regulations and with the highest standard of ethics and values. The matters covered in this code are of utmost importance to the Company, shareholders and other stakeholders.
This Code shall come into force with immediate effect. Each and every Director/Officer (as defined herein below) shall be duty-bound to follow the provisions of this Code in letter and spirit. Any instance of non-compliance of any of the provisions shall be a breach of ethical conduct and shall be viewed seriously by the Company.
Accordingly, the Director/Officers (as defined herein below) are expected to read and understand this Code and uphold these standards in their business dealings and activities.
1. APPLICABILITY
This Code of Conduct applies to the following:
1. All Members of the Board of Directors of the Company; (hereinafter referred to as
the “Directors”)
2. (a) Chief Executive Officer;
(b) Company Secretary;
(c) Head of Finance function (by whatever designation called);
(d) All Departmental/Functional heads of different functions of the Company.
(By whatever designation they are called, hereinafter referred to as “Officers”)
2. PURPOSE
The prime purpose of the Code of Conduct is to create an environment where all the Board Members & Senior Management of the Company maintain an ethical standard and compliance to the ethical standards that are laid down. This code of conduct will act as guideline to all to:
- Promote honest and ethical conduct.
- Maintain a corporate climate in which the integrity and dignity of each individual is valued and promoted.
- Assure compliance with laws, rules and regulations that govern the Company’s business activities; and
- Assure the proper use of the Company’s assets.
This Code does not specifically address every potential form of unacceptable conduct, and it is expected that the Board Member and Senior Management of the Company will exercise good judgment in compliance with the principles set out in this Code. The Board Members & Senior Management of the Company has a duty to avoid any circumstance that would violate the letter or spirit of this Code.
3. HONEST AND ETHICAL CONDUCT
We expect all the Directors/Officers to act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct, while working at the Company’s premises, at offsite locations, at Company’s sponsored business and social events, and/or at any other place where the Directors/Officers represent the Company. We consider honest conduct to be conduct that is free from fraud and/or deception. We consider ethical conduct to be conduct conforming to the accepted professional standards of conduct. Ethical conduct includes ethical handling of actual or apparent conflicts of interest as specified in III below between personal and professional relationships.
4. GOOD CORPORATE CITIZENSHIP
In the conduct of the Company’s business, the practice of good corporate citizenship is a prerequisite and embraces the following:
• Dealing with People in the Organization
In dealing with each other, directors, senior management and employees shall uphold the values which are at the core of our HR Philosophy – trust, teamwork, mutuality and collaboration, meritocracy, objectivity, self respect and human dignity. Indeed, these values form the basis of our HR management systems and processes. In areas such as selection and recruitment, meritocracy will be the only criterion and all managers will scrupulously avoid considerations other than merit and suitability. Performance management systems including appraisals, remuneration and rewards will focus on meritocracy, equity and upholding of Company values.
• Citizenship
An employee of a company shall in his or her private life is free to pursue an active role in civic or political affairs as long as it does not adversely affect the business or interests of the company or the Group.
• A Gender Friendly Workplace
As a good corporate citizen, GUFIC is committed to a gender friendly workplace. It seeks to enhance equal opportunities for men and women, prevent/stop/redress Sexual harassment at the workplace and institute good employment practices. Sexual harassment includes unwelcome sexually determined behavior such as: unwelcome physical contact; a demand or request for sexual favours; sexually coloured remarks; showing pornography and any other unwelcome physical, verbal or non-verbal conduct of a sexual nature.
GUFIC maintains an open door for reportees; encourages employees to report any harassment concerns and is responsive to employee complaints about harassment or other unwelcome and offensive conduct. A committee has been constituted to enquire into complaints and to recommend appropriate action, wherever required. GUFIC demands, demonstrates and promotes professional behaviour and respectful treatment of all employees.
• Relationships with Suppliers and Customers
All directors, senior management and employees shall ensure that in their dealings with suppliers and customers, the Company’s interests are never compromised. Accepting gifts and presents of more than a nominal value, gratuity payments and other payments from suppliers or customers will be viewed as serious breach of discipline as this could lead to compromising the Company’s interests.
• Health and Safety
The Company attaches great importance to a healthy and safe work environment. Good physical working conditions, high standards of hygiene and housekeeping shall be ensured. Particular attention should be paid to training of employees to increase safety awareness and adoption of safe working methods, particularly designed to prevent serious or fatal accidents.
• Environment Policies
The Company believes that commitment to sustainable development is a key component of responsible corporate citizenship and therefore deserves to be accorded the highest priority. Accordingly, the Company is committed to Best Practices in environmental matters arising out of its business activities and expects each business to fully demonstrate this commitment.
5. CONFLICTS OF INTEREST
All the Board Members & Senior Management shall ensure that they will not engage themselves in any business, relationship or activity, which might detrimentally conflict with the interest of his company or the Group. A conflict of interest, actual or potential, may arise where, directly or indirectly:
- an employee of a company engages in a business, relationship or activity
with anyone who is party to a transaction with his or her company; - an employee is in a position to derive a personal benefit or a benefit to any
of his or her relatives by making or influencing decisions relating to any - an independent judgments of the company’s or Group’s best interest cannot
be exercised.
transaction;
The main areas of such actual or potential conflicts of interest would include the following:
Employment / Outside Employment: – In consideration of employment with the Company, Officers arc expected to devote their full attention to the business interests of the Company. Officers arc prohibited from engaging in any activity that interferes with their performance or responsibilities to the Company, or otherwise in conflict with or prejudicial to the Company. For eg. simultaneous engagement/ employment or directorship with competitors of the Company, or from taking part in any activity that enhances or supports a competitor’s position. Each Officer shall inform me Board of any change in events/circumstances/ conditions that may interfere with their ability to perform their duties. Additionally, Officers must disclose to the Company’s Board of Directors, any interest that they have that may conflict with the business of the Company.
• Outside Directorships: It is a conflict of interest to serve as a Director of any Company that competes directly with the Company. Directors/Officers must first obtain approval from the Company’s Board of Directors before accepting such Directorship. Further each Director/Officer shall inform the Board of any changes in their board positions, relationship with other businesses (including charitable).
• Business Interests: If any Director/Officer is considering investment in the business of any competitor of the Company, he or she must first take care to ensure that these investments do not compromise on their responsibilities towards the Company. Before making substantial investment in the business of the Competitor, the Director/officer shall take permission from the Board of Directors of the Company. Substantial Investment, shall mean any investment over RS. 75.00 Lacs for Directors and Rs. 5.00 Lacs for Officers.
• Related parties: As a general rule, Director/Officers, before conducting Company business with a relative and/or with a business in which a relative is associated in any significant role, must disclose their interest before the Board of Directors of the Company and take their prior approval for the same. Relatives include spouse, siblings, sibling’s spouse, children, children’s spouse, parents, grandparents, grandchildren and step relationships.
• Payments or gifts from others: Under no circumstances any Director/Officer shall accept any offer, payment, promise to pay, or authorization to pay any
money, gift, or anything of value from customers, vendors, consultants, etc. of the Company, that is perceived and/or intended, directly or indirectly, to influence any business decision, of the Company any act or failure to act, any commitment of fraud, or opportunity for the commitment of any fraud.
• Corporate opportunities: Directors/Officers shall not exploit for their own personal gain, opportunities that are discovered through the use of Company property, information or position, unless the opportunity is first disclosed in writing to the Company’s Board of Directors.
• Other situations: Because other conflicts of interest may arise, it would be impractical to attempt to list all possible situations. If a proposed transaction or situation raises any questions or doubts, Directors/Officers must consult the Company’s Chairman and/ or the Board of Directors.
Notwithstanding that such or other instances of conflict of interest exist due to any historical reasons, adequate and full disclosure by the interested employees should be made to the company’s management. It is also incumbent upon every employee to make a full disclosure of any interest which the employee or the employee’s immediate family, which would include parents, spouse and children, may have in a company or firm which is a supplier, customer, distributor of or has other business dealings with his or her company.
Every employee who is required to make a disclosure as mentioned above shall do so, in writing, to his or her immediate superior, who shall forward the information along with comments to the person designated for this purpose by the MD/CEO, who in turn will place it before the MD/CEO and/or the board of directors/executive committee appointed by the board and, upon a decision being taken in the matter, the employee concerned will be required to take necessary action as advised to resolve/avoid the conflict.
If an employee fails to make a disclosure as required herein, and the management of its own accord becomes aware of an instance of conflict of interest that ought to have been disclosed by the employee, the management shall take a serious view of the matter and consider suitable disciplinary action against the employee.
6. COMPANY FACILITIES
No director, senior management and employee shall misuse Company facilities but shall employ the same for the purpose of conducting the business for which they are duly authorised. Except where such facilities have been provided for personal use either by policy or by specific permission, Company’s facilities shall not be used for personal use. Even in their use for Company purposes, care shall be exercised to ensure that costs are reasonable and there is no wastage. Ostentation in Company expenditure shall be avoided.
7. INSIDER TRADING
Directors should observe all applicable laws and regulations including the Company policies and Codes as applicable to them with respect to the purchase and sale of the Company’s securities.
An employee of a company and his or her immediate family shall not derive any benefit or assist others to derive any benefit from access to and possession of information about the company or the Group, which is not in the public domain and thus constitutes insider information.
An employee of a company shall not use or proliferate information which is not available to the investing public and which therefore constitutes insider information for making or giving advice on investment decisions on the securities of the respective company on which such insider information has been obtained.
Such insider information might include the following:
• Acquisition and divestiture of businesses or business units;
• Financial information such as profits, earnings and dividends;
• Announcement of new product introductions or developments;
• Asset revaluations;
• Investment decisions/plans;
• Restructuring plans;
• Major supply and delivery agreements;
• Raising finances.
8. LEGAL COMPLIANCES
It is the Company’s policy to comply fully with all applicable laws and regulations. Ensuring legal and regulatory compliance is the responsibility of the Chief Executives of the Businesses and the Divisional Management Committees. The Company cannot accept practices, which are unlawful or may be damaging to its reputation. Divisional Management Committees must satisfy themselves that sound and adequate arrangements exist to ensure that they comply with the legal and regulatory requirements impacting each business and identify and respond to developments in the regulatory environment in which they operate. In the event the implication of any law is clear, the Company’s Legal Department shall be consulted for advice.
Further Directors/Officers must acquire appropriate knowledge of the legal requirements relating to their duties sufficient to enable them to recognize potential dangers, and to know when to seek advice from the Finance and/or Legal Department. Violations of applicable governmental laws, rules and regulations may subject Directors/Officers to individual criminal and/or civil liability. Such individual
violations may also subject the Company to civil and/or criminal liability and/ or the loss of business.
9. CONFIDENTIAL INFORMATION
Directors/Officers are required to maintain the confidentiality of all confidential information that they receive or become privy to in connection with the Company’s business, except when disclosure is authorized or legally mandated. Confidential information includes all nonpublic information that might prejudice the ability of the Company to pursue certain objectives, be of use to competitors or harm the Company, its suppliers or its advertisers, if disclosed. Confidential information also includes any information relating to the Company’s business and affairs that results in or would reasonably be expected to result in a significant change in the market value of the Company’s securities or any information a reasonable investor would consider important in making an investment decision. Directors/Officers must not use confidential information for their own advantage or profit directly or indirectly.
No director, senior management, and employee shall disclose or use any confidential information gained in the course of employment/ association with the Company for personal gain or for the advantage of any other person. No information either formally or informally shall be provided to the press, other publicity media or any other external agency except within approved policies.
10. DISCLOSURES
Company’s policy is to provide full, fair, accurate, timely and understandable disclosure in reports and documents that Company file with, or submit to, the stock exchange, SEBI and/or any other government agency and in all other public communications made by the Company. Company’s management has the general responsibility for preparing such filings and communications and shall ensure that the same shall conform to all applicable laws and regulations.
11. ACCOUNTING AND REPORTING
All the Board Members and Officers in Senior Management of the Company are expected to follow the Company’s Accounting Policies. All accounting records should accurately reflect and describe corporate transactions. The recordation of such data must not be falsified or altered in any way to conceal or distort assets, liabilities, revenues, expenses or the nature of the activity.
All public disclosures made by the Company, including disclosures in report and documents filed with or submitted to the Statutory Authorities shall be accurate and complete in all material respects. All the Board Members & Officers in Senior Management are expected to carefully consider all inquiries from the Company
related to the disclosure requirements and promptly supply complete and accurate responses.
12. VIOLATIONS OF THE CODE
Part of the Directors/Officer’s job, and of his or her ethical responsibility is to help enforce this Code. Directors/Officers should be alert to possible violations. Directors/Officers must co-operate in any internal or external investigations of possible violations. Reprisal, threat, retribution or retaliation against any person who has, in good faith, reported a violation or a suspected violation of law, this Code or other Company policies, or against any person who is assisting in any investigation or process with respect to such a violation, to be avoided.
Actual violations of law, this Code, or other Company policies or procedures, should be promptly reported to the Legal/HR Department.
13. WAIVERS AND AMENDMENTS OF THE CODE
We are committed to continuously reviewing and updating our policies and procedures. Therefore, this Code is subject to modification. Any amendment or waiver of any provision of this Code must be approved by the Company’s Board of Directors 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 the amendment or waiver.
14 NO RIGHTS CREATED
This Code of conduct is a statement of certain fundamental principles, ethics, values, policies and procedures that govern the Directors and senior management of the Company in the conduct of the Company’s business. It is not intended to and does not create any rights in any employee, customer, client, supplier, competitor, shareholder or any other person or entity.