| Guidelines of professional conduct: |
| 1 |
Upholding ethical standard of integrity and probity; |
| 2 |
Acting objectively and constructively while exercising his duties; |
| 3 |
Exercising his responsibilities in a bona fide manner in the interest of the company; |
| 4 |
Devoting sufficient time and attention to his professional obligations for informed and balanced decision-making; |
| 5 |
Not allowing any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision-making; |
| 6 |
Not abusing his position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person; |
| 7 |
Refraining from any action that would lead to loss of his independence; |
| 8 |
Immediately informing the Board in case circumstances arise which can make an independent director lose his independence status; |
| 9 |
Assisting the company in implementing the best corporate governance practices. |
| Role and functions: |
| 1 |
To help bring an independent judgment to bear on the Board’s deliberations, especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct; |
| 2 |
To bring an objective view in the evaluation of the performance of the board and management; |
| 3 |
To scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance; |
| 4 |
To satisfy themselves on the integrity of financial information and that the financial controls and the systems of risk management are robust and defensible; |
| 5 |
To safeguard the interests of all stakeholders, particularly the minority shareholders; |
| 6 |
To balance the conflicting interests of the stakeholders; |
| 7 |
To determine appropriate levels of remuneration for executive directors, key managerial personnel and senior management and have a prime role in appointing and, where necessary, recommending removal of executive directors, key managerial personnel and senior management; |
| 8 |
To moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholders’ interest. |
| Duties: |
| 1 |
To Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company; |
| 2 |
To seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company; |
| 3 |
To strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member; |
| 4 |
To participate constructively and actively in the committees of the Board in which they are chairpersons or members; |
| 5 |
To strive to attend the general meetings of the company; |
| 6 |
Where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting; |
| 7 |
To keep themselves well informed about the company and the external environment in which it operates; |
| 8 |
To not unfairly obstruct the functioning of an otherwise proper Board or committee of the Board; |
| 9 |
To pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company; |
| 10 |
To ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use; |
| 11 |
To report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy; |
| 12 |
To act within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees; |
| 13 |
To not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law. |
| 14 |
To comply with all other duties and to comply with all other duties and responsibilities as may be imposed on them by the Companies Act, 2013 and any Rules made thereunder. |
Directors/Senior Management Personnel who have concerns regarding compliance with this Code should raise those concerns with the Chairman of the Board, who will determine what action shall be taken to deal with the said concern.
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| Directors/Senior Management Personnel shall affirm compliance with the code on an annual basis. |
