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Introduction |
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1.1 |
This Code shall be called "The Code of Business Conduct &
Ethics for Board Members and Senior Management" of Satluj Jal Vidyut Nigam
Limited (hereinafter referred to as "the Company") |
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1.2 |
The purpose of this Code is to enhance ethical and
transparent process in managing the affairs of the Company in alignment
with Corporation's Vision and Values to achieve the Mission and Objectives |
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1.3 |
The Company currently has Conduct, Discipline
& Appeal Rules ("CDA Rules"), which govern the conduct of all permanent
employees of the Company including Whole-time Directors but excluding
part-time Directors and those governed by the Standing Orders under the
Industrial Employment (Standing Orders) Act 1946. In respect of Whole-time
Directors and Senior Management, this Code shall be read in conjunction with
the CDA Rules. |
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1.4 |
It shall come into force with effect from
27.06.2008. |
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2.0 |
Definitions and Interpretations: |
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2.1 |
The term "Board Members" shall mean Directors on the Board of the Company |
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2.2 |
“Competent Authority” means the Board in case of Directors and CMD in
case of Senior Management. |
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2.3 |
The term "Whole-time Directors" or "Functional Directors" shall be the
Directors who are in whole-time employment of the company. |
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2.4 |
The term "Part-time Directors" shall mean Directors on the Board of
Directors of the Company who are not in whole time employment of the
Company. |
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2.5 |
The term "Senior Management" shall mean personnel of the Company who are
at level of Deputy General Manager and above. |
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Note: |
In this Code words importing the masculine gender shall include feminine
gender and words importing singular shall include the plural or
vice-versa. |
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3.0 |
Applicability |
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3.1 |
This code shall be applicable to the following personnel: |
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a) |
All Whole-time Directors including the Chairman & Managing Director |
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b) |
All Part-time Directors (including the Independent Directors
and Government Directors) unless specifically exempted from some of the
provisions of this Code. |
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c) |
Senior Management |
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3.2 |
The Whole-time Directors and Senior Management shall continue to comply
with other applicable/to be applicable policies, rules and procedures of
the Company. |
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4.0 |
CODE OF CONDUCT |
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In performing the functions as a Board member and / or a member of Senior
Management Team, such member: |
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4.1 |
Due Diligence and Care: Shall act with utmost care ,skill and diligence in
a fair, reasonable and bonafide manner, maintaining high standards of
integrity in all its activities and dealings in the best interest of the
Company and its stakeholders. |
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4.2 |
Ethical Conduct: Shall act in an ethical manner, confirming to the
accepted professional standards fulfilling the fiduciary obligations. |
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4.3 |
Compliance with Laws, Rules & Regulations: shall comply with all the
applicable provisions of existing local, state, national, and
international laws, the policies, procedures, rules and regulations
relating to business. |
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4.4 |
Conflict of Interest: shall be scrupulous in avoiding conflicts of
interest with the Company. Any situation that involves, or may
reasonably be expected to involve, a conflict of interest with the
Company shall be disclosed promptly to the Competent Authority. For e.g. |
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1. |
Outside Directorships: Unless specifically permitted by the Board, shall
not serve as Director of any other Company or be a Partner of a Firm
that is engaged in a business competing with the Company or with which
the Company has business relations. This clause is not applicable to
Government/Nominee Directors. |
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2. |
Consultancy/ Business / Outside employment: Shall not Engage in any
activity that interferes with his performance or responsibilities to the
Company. |
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3. |
Business Interests: While investing in the business of any competitor of
the Company, they shall ensure that these investments do not compromise
their responsibilities towards the Company. Permission from the
Competent authority shall be obtained for investment in a listed
company exceeding two percent of the capital of that company. |
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4.5 |
Corporate Opportunities: Shall not to use the information acquired or
gained during the conduct of the business of the Company for personal
advantage. |
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4.6 |
Gifts: shall not seek or accept directly or indirectly any offer, payment,
gift or anything of value from customers, vendors consultants etc. that
could reasonably appear to have been made to influence any business
decision. |
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4.7 |
Disclosure: shall not engage in making any adverse criticism of any
policy or action of the Government or of the Company that is likely to
prejudice the Company's business, fellow Directors, Senior Management or
other staff. |
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4.8 |
Confidentiality: shall maintain the confidentiality of all information
entrusted to him or that comes to him except when disclosure is
authorised or is warranted by law |
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4.9 |
Annual Affirmation of compliance: shall on an annual basis, affirm
compliance with this Code in the prescribed format and the CMD shall in
turn declare the same in the Annual Report. |
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4.10 |
Related Party Disclosures: shall make disclosure of related party
transactions to the Board of Directors in the format provided under
Accounting Standard 18 (AS-18) (Appendix - III). |
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4.11 |
Protection of Assets: shall protect the assets of the Company, information
and intellectual rights and ensure their efficient use. |
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4.12 |
Be accountable to Company's stakeholders:- shall be accountable to the
Customers, the Shareholders, the Vendors, the Society and other
stakeholders of the Company. |
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4.13 |
Identify, mitigate and manage business risks:- shall identify the business
risks that surround function or area of operation of the Company, to
assist in the company-wide process of managing such risks. |
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5.0 |
Consequences of Non-Compliance: In case of any breach of this code action
for the Breach shall be considered by the Competent Authority. |
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6.0 |
Protection of Employee: the company shall ensure confidentiality and
protection to any person who has, in good faith, reported a violation or
a suspected violation of law, of this code or other Company policies, or
against any person who is assisting in any investigation or process with
respect to such a violation. |
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7.0 |
Cooperation in investigation: Directors/Officers shall cooperate in any
internal or external investigation of possible violations. |
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8.0 |
Discrimination and Harassment: the Company is committed to providing a
workplace free of discrimination and harassment based on race, color,
religion, age, gender, national origin, disability, veteran status, or
any other biases. It will be the endeavor of every director and officer
of the Company to see that workplace is free from such bias. |
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9.0 |
Safety, Health and Environment: The company shall strive to provide a safe
and healthy working environment and comply in the conduct of its
business affairs with all regulations regarding the preservation of the
environment of the territory it operates. |
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10.0 |
Amendments to the Code The provisions of the Code can be amended /modified
by the Board of Directors of the Company from time to time in line with
any changes in law, as may be deemed necessary by the Board |
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11.0 |
Where to seek clarifications: any clarification regarding this code of
conduct may contact Company Secretary. |
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12.0 |
Placement of the Code on Company’s Website: This Code and any amendment
thereto shall be hosted on the website of the Company. |
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13.0 |
Acknowledgement of Receipt of Code: shall acknowledge receipt of this
Code or any modification(s) thereto, in the acknowledgement form as at
Appendix-I and forward the same to the Company Secretary. |
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Appendix |
