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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