The Code of Conduct defines what the
Company expects of its businesses and people regardless
of the location or background. It provides guidance
in key areas.
The Code cannot address
every situation. Nor does it serve as a substitute for
an individual's accountability for exercising good judgment
and common sense.
Definitions
“Director”
includes any person occupying the position of a Director
by whatever named called and includes the Managing Director.
“Board of Directors”
means all Directors of the Company who together
constitute a Board of Directors of the Company.
“Senior Management”
means those Personnel of the Company who are
members of the Core Management Team excluding the Board
of Directors and would normally comprise of all members
of management one level below the Executive Directors
of the Company including all Functional Heads.
“Company”
means Walchand PeopleFirst Limited.
Code
All Directors and Senior
Management should adhere to the standards contained
in this Code and should consult the Code for guidance
when acting on behalf of the Company. The Code of Conduct
for Directors & Senior Management includes but is
not limited to the following:
- To act in accordance with the highest standard
of personal and professional integrity, honesty
and ethical conduct in the discharge of duties and
promote professionalism in the Company.
- To exercise independent judgment on issues of
strategy, performance, policy matters, etc.
- To avoid and disclose actual and apparent conflicts
of personal interest with interest of the Company
and to disclose all contractual interest, whether
directly or indirectly, with the Company.
- To inform the Company immediately about emergence
of any situation that may disqualify him / her from
Directorship.
- To maintain confidentiality of the Company's
business.
- To observe the “Code of Conduct for dealing in
Equity Shares and other securities of the Company”
framed under the SEBI (Insider Trading) (Amendment)
Regulation, 2001.
- Not to accept any offer, payment or anything
of value from customers, vendors, consultants, etc.
that is perceived as intended, directly or indirectly,
to influence any business decision.
- Not to hold any office or place of profit in the
Company by himself or by his / her relatives without
full disclosure of information in connection therewith.
- Not to divert to his / her own advantage any business
opportunity that the Company is in pursuit.
- Not to compete, whether directly or indirectly,
with the Company.
- Not to charge personal expenses to the Company.
- If the Director discloses his interest, direct
or indirect, in other companies or entities (either
as Director, Shareholder or Otherwise) under section
299 of Companies Act, 1956, that will be deemed
to be sufficient compliance with this Code.
- Not to offer or give any company funds or property
as donation to any government agencies or their
representatives in order to obtain any favor from
them.
- To use reasonable care & skill in the discharge
of duties and responsibilities and exercise of powers
for the benefit & prosperity of the Company.
- Not to make investment in any customer, supplier
or competitor of the Company such that it may compromise
on his / her responsibilities to the Company and
any such investment would be with prior and full
disclosure of the Company.
- To provide equal opportunities to all its employees
and all qualified applicants for employment without
regard to their race, cast, religion, age, gender
and color.
- To enhance the shareholder value, and comply with
all regulations and laws that govern shareholders
rights.
The Senior Management
has additional responsibilities under the Code. They
are:
-
Promote compliance and ethics
by example – in other words, show with their behavior
what it means to act with integrity;
-
Make sure that those who report
to them understand the Code's requirements and have
the resources to meet them;
-
Monitor compliance and ethics
of the people they supervise;
-
Use reasonable care to monitor
third parties to ensure that they work in a manner
consistent with the Code.
-
Enforce the Code; and
-
Support employees who, in good
faith, raise questions or concerns.
-
To comply the Policies and Procedures
Manual laid down by the Company.
All breaches or potential
breaches of the Company's compliance and ethical commitments
of which one becomes aware of – whether these relate
to him /her directly should be reported.
It may seem easier to
keep silent or look the other way. But the commitment
to compliance and ethics means that one should never
ignore a legal or ethical issue that needs to be addressed.
Compliance
& Ethics programme
The Code of Conduct
is more than just a description of the business conduct
standards. It is the centerpiece of compliance and ethics
Programme supported by the Board of Directors and Senior
Management to promote a positive, ethical work environment
for all employees.
Health, safety,
security and the environment
This means no accidents,
no harm to people and no damage to the environment.
All are committed to the protection of the natural environment,
to the safety of the communities in which it operate,
and to the health, safety and security of our people.
Company assets
& financial integrity
The Directors &
Senior Management have a responsibility as well as a
legal duty to protect the physical, intellectual property
and financial assets of the Company. The Directors &
Senior Management should be forthright and transparent
about their operations and performance, accurate in
the recording and reporting of data and results and
exercise care in the use of its assets and resources.
Compliance
The Company expects
compliance of the Code of Conduct from both the Directors
& the Senior Management. However, the Senior Management
in addition would also be required to follow the Code
of Conduct which has been laid down for all Employees
of Walchand PeopleFirst Ltd.
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