Code
of Conduct for Directors and Senior Managerial Personnel
Kalpataru
Power Transmission Ltd has been practicing the
principles of good corporate governance over the years which
include respect for human values, individual dignity and
adherence to honest, ethical and professional conduct.
This
Code of Conduct ensures compliance with the provisions of
revised Clause 49 of the Listing Agreement entered into
with the Stock Exchanges.
This Code of Conduct is applicable to
the Directors on the Board of the Company and Senior
Managerial Personnel of the Company. For this purpose, the
term “Senior Managerial” shall mean personnel of the company
who are members of its core management team excluding Board
of Directors. Normally, this would comprise all members of
management one level below the executive directors,
including all functional head.
The
Directors and Senior Managerial Personnel shall confirm
that they have received, read and understood the Code of
Conduct. They further agree to comply with the Code in the
format specified on an annual basis.
1.
Honest & Ethical Conduct:
-
The
Directors and Senior Managerial Personnel shall act honestly,
fairly, ethically with loyalty and conduct themselves
in a professional, courteous and respectful manner.
-
The
Directors and Senior Managerial Personnel act in the
best interest of the Company and in a manner to enhance
and maintain the reputation of the Company, and fulfill
their fiduciary duties to the stakeholders of the Company.
- The
Directors and Senior Managerial Personnel expected to act
in good faith, with responsibility, due care, competence,
diligence and independence.
-
The
Directors and Senior Managerial Personnel should treat
their colleagues and other associates of the Company with
dignity and shall not misbehave with any of them in any
manner.
2.
Confidentiality of Information:
Every
Director and Senior Managerial Personnel has to secure,
preserve, safeguard and use discreetly, confidential information
in the best interest of the Company. He should not divulge
or communicate such information to third parties except
when authorized for the business reasons.
3. Conflict of Interest:
-
The
Senior Managerial Personnel should avoid any relationship,
influence or activity that may impair the ability to make
objective and fair decisions.
- The
Senior Managerial Personnel are expected not to accept any
position of influence or of pecuniary interest in any other
organization, whose business is in direct competition with
that of the Company, shall be avoided.
- The
Senior Managerial Personnel are responsible for effective
control and appropriate use of all Company’s resources
entrusted to them in the official discharge of their duty.
4.
Compliance with Laws and Regulations:
-
The
Directors and Senior Managerial Personnel are expected
to comply with all applicable laws, rules and regulations
and all applicable policies and procedures adopted by
the Company.
- The
Directors and Senior Managerial Personnel should also abide
by the SEBI (Prohibition of Insider Trading) Regulations,
1992, as adopted by the Board of Directors.
5.
Clean Environment, Safety & Health:
In
all aspects of company’s operations, its employees,
customers and society, safe, healthy and clean environment
shall be given prime importance.
6.
Amendment to the code of Conduct of the Company:
Any
amendment or waiver of any provision of this Code should
be approved by the Company’s Board of Directors and
disclosed on the Company’s website.
|
