1. The Chairman of the Board shall communicate to the Annual General Meeting, when it is
convened, the result with respect to the significant transactions and contracts in which any Director
has a personal interest. Such communication shall be accompanied by a special report from the
External Auditor. The business entity shall disclose such transactions in its financial statements /
Annual Report.
2. Directors shall declare to the Board any personal interest, whether direct or indirect (of ‘connected
persons’), they may have in matters brought before the Board. This declaration shall be recorded in
the minutes and the interested Directors shall not participate in the debates or voting on the
resolutions to be adopted in this respect.
3. Also, Directors should not enter into, without the prior approval of the disinterested members of the
Board, any transaction or relationship with the company in which they will have a financial or personal
interest (either directly or indirectly, such as through a family member or other person or organization
with which they are associated), or any transaction or situation which otherwise involves conflict of
interest. If any actual or potential conflict of interest arises for a director, or a situation arises giving
the appearance of an actual or potential conflict, the director shall promptly inform the Chairman of
the Board or the Chairman of the Governance / Remuneration Committee. The Board, after
consultation with the company counsel, will take appropriate steps to identify the actual or apparent
conflicts and ensure that all directors voting on an issue are disinterested with respect to that issue.
4. The Company’s Directors are expected to avoid any actual or apparent conflict between their own
personal interests and the interest of the Company. A conflict of interest can arise when a director
takes actions or has personal interests that may interfere with his or her objective and effective
performance of work for the Company. For example, directors are expected to avoid actual or
apparent conflict in dealings with suppliers, customers, competitors, and other third parties.
5. Directors are also expected to refrain from taking for themselves or exploiting opportunities
discovered through their use of corporate assets or through their positions with the Company unless
the Company has already been offered the opportunity and turned it down.
6. Directors must maintain the confidentiality of all information so entrusted to them, except when
disclosure is authorized or legally mandated. Confidential or proprietary information of the Company,
and of other companies, includes any non-public information that would be harmful to the relevant
company or useful or helpful to competitors if disclosed.
7. Directors are expected to avoid securities transactions based on material, nonpublic information
learned through their positions with the Company. Directors are expected to refrain from competing
with the Company.
8. It is the policy of the company that directors are expected to protect the assets of the Company
and use them efficiently to advance the interests of the Company. Those assets include tangible and
intangible assets, such as confidential information of the Company. No director should use or disclose
at any time during or subsequent to employment or other service to the Company, without proper
authority or mandate, confidential information obtained from any source in the course of the
Company’s business. Examples of confidential information include nonpublic information about the
Company’s plans, earnings, financial forecasts, business forecasts, discoveries, competitive bids,
technologies and personnel.
9. It is the policy of the Company to take commercial decisions from a commercial standpoint. This
would sometimes require the company to seek or engage in holding constructive relationship with
organizations and individuals doing business, or seeking to do business with the Company. At times,
this may require the giving or receiving of incidental business gifts and entertainment. Directors who
are providing or receiving third-party gifts and entertainment on behalf of the Company are expected
to exercise good judgment in each case, taking into account considerations that include the character
and type of gift or entertainment being offered as well as its purpose. As such, all expenditures for
gifts and entertainment provided by the Corporation must be accurately recorded in the books and the
records of the Company. Otherwise, no Director or Executive Officer shall solicit or accept gifts,
payments, loans, services or any form of compensation from suppliers, customers, competitors or
others seeking to do business with the Company.
10. Directors should not seek competitive advantages through illegal or unethical business practices.
Each Director should endeavour to deal fairly with the Company’s customers, service providers,
suppliers, competitors and employees.
11. Cases of misconduct should be reported to the Board’s Chairman who will decide on any
reactions.
12. The Directors should consult with the Company Secretary in case there are any doubts about
conflicting or personal interests, use of information obtained through their positions with the Company
etc.
13. This Code of Conduct does apply to the Company’s Company Secretary.
14. Directors should consult with the Chairman of the Board or Chairman Governance /
Remuneration Committee if they want to sell or buy 25% or more of their shares in the Company.