Code of Conduct for Directors
Regd. Off: Manipal House, MANIPAL 576 104 (KARNATAKA)
- Purpose of Code of Conduct: To lay down the manner in which the Directors conduct themselves in matters relating to the company and the society.
- Principles: The Board of Directors commit themselves to ethical, businesslike, and lawful conduct, including proper use of their authority and appropriate decorum when acting as Directors.
- Reporting on the Directorships and conflict of interests:
- There shall be no dealing or business by a Director with the Company or any of its subsidiary companies except with the approval/ratification by the Board and appropriately disclosed as required by the regulatory authorities.
- Directors will annually disclose about their Directorships with other companies as required under the Companies Act, 2013.
- When the Board is to decide on an issue in which a Director has an interest, the said Director shall abstain from voting and deliberation.
- Board members excepting the Whole-time Director may not attempt to exercise individual authority over the Company. Whole-time Director shall act only as per the authority granted to him under the Regulations, by the shareholders and by the Board.
- All external communications shall be in accordance with the Corporate Disclosure Policy of the Company.
- Directors will respect the confidentiality appropriate to the issues of a sensitive nature and shall observe the Insider Trading Regulations Code and other regulations of statutory authorities. As Directors, they may possess “Confidential Information” not known to the public. While associated with the Company or any time thereafter, they shall not directly or indirectly disclose to any person or use any confidential information for their benefit and/or for any third party’s benefit.
- In the trading of the Company's shares while in possession of the confidential information, the Board commits itself and its individual Directors to observance of the requirements of law and regulatory authority regulations. Further, the Directors shall abide by the provisions contained in SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time and the Company’s Code of Insider Trading Regulations.
- Political contributions: The Board shall be governed by the provisions contained in Companies Act and other regulations, if any.
- Human rights & work environment: Directors shall respect human rights and shall not discriminate between persons, based on the reasons of race, creed, sex, social status, religion, nationality, age or physical or mental disability.
- Environment: Directors shall comply with all laws and regulations concerning the protection of the environment and make every effort to be informed and aware of environmental issues concerning the Company and its businesses.
All business undertaken by the Company must be conducted in accordance with the laws and regulations concerning the protection of the environment and all reasonable efforts.
- Society: Directors shall make all efforts to establish good relationships with all stakeholders of the Company with whom they interface while carrying out their duties for the Company and must try to make positive contributions to the communities in which they perform such duties.
- Amendments to this Policy: Any amendment or modification to this Policy shall be with the prior approval of the Board.
All the Directors are required to sign an acknowledgement and confirmation of this policy.