1. |
To
establish an effective mechanism for overseeing the affairs,
keeping in view the Company's size and geographical
operations, the Company's framework is designed to: |
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enable the Board to provide strategic guidance for the
Company and effective overseeing of the management;
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define the respective roles and responsibilities of
senior executives and officers; and
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ensure a balance of authority such that no single individual
has unfettered powers.
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| 2. |
To ensure effectiveness of the Board, facilitating efficient
discharge of duties and adding value in the context of the
Company's circumstances. The Board periodically reviews its
composition and size for ensuring a strong element of independence
and commitment. |
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The Directors are elected by the shareholders. However,
the Board plays an important role in the selection of candidates
for shareholders' approval. The Company's policy does not
prescribe any term limit for Directors. |
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| 3. |
To ensure the truthful and factual presentation of the
Company's financial position, the Company has put in place
a structure of review and authorisation apart from internal
audit process. For this purpose, the Board has also constituted
an Audit Committee, which is paying particular attention
to the management processes supporting external reporting,
the performance and objectivity of the internal audit function,
and the performance and independence of the external auditors. |
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4. |
To give investors an equal and timely access to material
information, and to ensure that Company announcements are
factual, balanced and in compliance with the applicable provisions
of law. |
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5. |
To ensure long term shareholder value creation and to
promote shareholder participation in corporate affairs, the
Company has established and maintained communication strategies,
including a policy for clarity in notices of meetings. |
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6. |
To establish and maintain a system of risk management
and internal control, the Company has set up a policy, which
includes a review of the risk management system, and maintenance
of a risk profile (both financial and non financial risks).
Audit Committee of the Board oversees the risk management
and internal control systems. |
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7. |
To ensure consistent effectiveness of the overall management,
the performance of the senior executives and officers is
subject to review. This includes equipping individuals with
the knowledge and information they need to discharge their
responsibilities effectively, and reviewing individual and
collective performance regularly. |
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8. |
The Company has adopted a remuneration policy that attracts
and maintains talented and motivated executives so as to
encourage enhanced performance of the Company and the overall
corporate performance. |
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Remuneration of managing and whole time directors is determined
by the Remuneration Committee of Directors within the permissible
limits under the applicable provisions of law and is approved
by Shareholders. Non Executive Directors are paid sitting
fees within the limits prescribed under law. |
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9. |
The Company has a defined policy framework for ethical
business conduct by its personnel. The Company believes that
any business conduct can be ethical only when it rests on
the nine core values of Honesty, Integrity, Respect, Fairness,
Purposefulness, Trust, Responsibility, Citizenship and Caring. |
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We are committed to an ethical treatment of all our stakeholders
- our employees, our customers, our environment, our shareholders,
our lenders and other investors, our suppliers and the Government.
A firm belief that every Company team member holds is that
the other persons' interests count as much as their own. |
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The Code of Ethics and the Business Policies are in alignment
with the Company's Values and Commitments. Each employee
should conduct the Company's business with integrity, in
compliance with applicable laws. |
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| 10. |
The Insider trading is prohibited. |
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11. |
The Company established an elaborate Ethics Management
and Compliance Organisation / Process to underscore our commitment
to ethical conduct throughout our Company. It is a key part
of a vigorous corporate-wide effort to promote a positive
and ethical work environment. |
