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Corporate
governance
SPIC Limited is conscious that a business
run on principles of fairness, transparency and accountability
aids in fostering a healthy relationship with all stakeholders.
SPIC considers ethical conduct of business as one of the most
important factors which will contribute to fulfilment of the
company’s corporate objectives.
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Code of conduct for directors
SPIC’s code of conduct envisages that every member of
the board of directors, individually and, the board of directors,
collectively, will, at all times, pursue and uphold ethical
standards and values as vigorously as their pursuit of the
company’s business objectives. In line with these principles,
the board of directors of the company has adopted this code
as a guide to the high ethical standards and values expected
from its members.
Any change in this code will be made only with the approval
of SPIC's board of directors.
In the discharge of their functions as members of the board
and board committees, all directors shall:
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take necessary effort
to prepare for, attend and actively participate in meetings
of the board of directors and of the board committees
of SPIC, on which they serve. |
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become familiar with the company’s
business and the economic and competitive environment
in which SPIC operates; |
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discharge their duties, in the best
interests of SPIC and all its stakeholders; |
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inform the board of directors of
any change in their employment and other board positions;
of conditions that may interfere with their ability
to perform their duties or whether they meet the requirements
applicable to their service on SPIC’s board of
directors and board committees as per the Companies'
Act and the listing agreement entered into by SPIC with
the National Stock Exchange of India; |
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not to pursue for their own account,
or for the account of any other person, any business
opportunity that conflicts with SPIC’s business
strategies, plans or objectives; |
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maintain confidentiality about SPIC
and its business affairs in respect of all non-public
information; and abide by all applicable laws and regulations;. |
In addition, the whole-time directors of the company will
also be bound by the code of conduct prescribed for the senior management of the company.
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Code of conduct for senior management
SPIC's CEO/Managing Director, CFO/Finance Director, other
whole-time directors and all functional heads are bound under
this code of conduct to pursue and uphold ethical standards,
professional integrity and values at all times.
Any change in this code will be made only with the approval
of SPIC's board of directors of the company.
Under this code, constituents will:
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Devote in consideration
of employment with the company their full attention
to the business interests of the company and not engage
in any activity that interferes with their performance
or responsibilities of the company, or otherwise conflict
with or prejudicial to the company; |
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act with honesty and integrity, without
compromising on ethics, actual or apparent conflicts
of interest between their personal interests and their
responsibility to the company; |
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make total, fair, correct and timely
disclosure in all reports and documents that the company
files with or submits to its stakeholders, government
authorities, stock exchanges, statutory authorities
or otherwise makes public; |
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act on good faith, responsibly, with
due care, competence and diligence, without misrepresenting
material facts or allowing their independent judgment
to be sub-ordinated in any manner whatsoever; |
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respect the confidentiality of information
acquired during the course of their work/discharge of
their duties except when authorised or otherwise legally
obligated to disclose and not use such confidential
information to their personal advantage and ends; |
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under no circumstances accept any
gift, or anything of value from customers, suppliers,
contractors, competitors, or other persons dealing with
the company, that is perceived as intended, directly
or indirectly, to influence any business decision. However,
gifts as a token on celebratory occasions and entertainment,
provided they are not excessive, would not violate this
policy. Gifts given on behalf of the company to customers,
suppliers, contractors, should be appropriate to the
occasion, and should not be of a kind that could create
an appearance of impropriety; |
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not to exploit the opportunities
that are discovered through the use of corporate property,
information or position for personal gain without referring
to the company; |
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update knowledge of the legal requirements relating to their functions and ensure compliance; and |
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educate other colleagues of the importance of adherence to this code. |
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