CODE OF CONDUCT |
“Rules
of Code of Conduct for Directors & Senior Management – 2006”
1. Introduction
Flex
Industries Limited is committed to conducting its business in accordance
with the applicable laws, rules and regulations and with highest standards
of business ethics. This Code of conduct (Code) is intended to provide
guidance and help in recognizing and dealing with ethical issues, provide
mechanisms to report unethical conduct, and to help foster a culture of
honesty and accountability. Each Director and Designated Officer [Designated
Officer means President(s) and Executive Vice President(s)] is expected
to comply with the letter and spirit of this Code.
The
Directors and Designated Officers of the Company must not only comply
with applicable laws, rules and regulations but should also promote honest
and ethical conduct of the business. They must abide by the policies and
procedures that govern the conduct of the Company's business. Their responsibilities
include helping to create and maintain a culture of high ethical standards
and commitment to compliance, and to maintain a work environment that
encourages the stakeholders to raise concerns to the attention of the
management.
2. Compliance Officer
Flex
Industries Limited has authorised the Company Secretary as Compliance
Officer to administer this Code. Directors and designated officers at
their discretion may make any report or complaint provided for in this
Code to the Chairman of the Company or to the Compliance Officer.
3. Conflicts of Interest
A
conflict situation can arises:
| a. | When Director and Designated Officer takes action or has interests that may make it difficult to perform his or her work objectively and effectively, |
| b. | The receipt of improper personal benefits by a member of his or her family as a result of one's position in the Company, |
| c. | Any outside business activity that detracts an individual's ability to devote appropriate time and attention to his or her responsibilities with the Company, |
| d. | The receipt of non-nominal gifts or excessive entertainment from any person/company with which the Company has current or prospective business dealings, |
| e. | Any significant ownership interest in any supplier, customer, development partner or competitor of the Company, |
| f. | Any consulting or employment relationship with any supplier, customer, business associate or competitor of the Company. |
4. Honest and Ethical Conduct
The
Directors and Designated Officers shall act in accordance with the highest
standards of personal and professional integrity, honesty and ethical
conduct not only on Company's premises and offsite but also at company
sponsored business, social events as well as any other places. They shall
act and conduct free from fraud and deception. Their conduct shall conform
to the best-accepted professional standards of conduct.
5. Corporate Opportunities
The Directors and Designated Officers owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Directors and Designated Officers are expressly prohibited from:
| a. | Taking for themselves personally, opportunities that are discovered through the use of Company's property, information, or position, |
| b. | Competing directly with the business of the Company or with any business that the Company is considering. |
| c. | Using Company's property, information, or position for personal gain. If the Company has finally decided not to pursue an opportunity that relates to the Company's business activity, he/she may pursue such activity only after disclosing the same to the Board of Directors or the nominated committee / officer. |
6. Health, safety and environment
Flex
Industries Limited 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 in. Flex Industries Limited shall be committed to prevent
the wasteful use of natural resources and minimise any hazardous impact
of the development, production, use and disposal of any of its products
and services on the ecological environment.
7. Corporate citizenship
Flex
Industries Limited shall be committed to be a good corporate citizen not
only in compliance with all relevant laws and regulations but also by
actively assisting as far as possible in the improvement of the quality
of life of the people in the communities in which it operates with the
objective of making them self reliant.
Such social responsibility would comprise: to initiate and support community
initiatives in the field of community health and family welfare, water
management, vocational training, education and literacy and encourage
application of modern scientific and managerial techniques and expertise.
This will be reviewed periodically in consonance with national and regional
priorities.
The company would strive to pursue these activities with the best of its
intent & spirit. The company would also encourage volunteering amongst
its employees and help them to work in the communities. Flex Industries
Limited shall also be encouraged to develop social accounting systems
and to carry out social audit of its social operations.
8. Confidentiality
The
Directors and Designated Officers shall maintain the confidentiality of
confidential information of the Company or that of any customer, supplier
or business associate of the Company to which Company has a duty to maintain
confidentiality, except when disclosure is authorized or legally mandated.
The Confidential information includes all non-public information (including
private, proprietary, and other) that might be of use to competitors or
harmful to the Company or its associates. The use of confidential information
for his/her own advantage or profit is also prohibited.
9. Fair Dealing
Each
Director and Designated Officer should deal fairly with customers, suppliers,
competitors, and employees of the company. They should not take unfair
advantage of anyone through manipulation, concealment, abuse of confidential,
proprietary or trade secret information, misrepresentation of material
facts, or any other unfair dealing-practices.
10. Protection and Proper Use of Company's Assets
All
Directors and Designated Officers should protect Company's assets and
property and ensure its efficient use. Theft, carelessness, and waste
of the Company's assets and property have a direct impact on the Company's
profitability. Company's assets should be used only for legitimate business
purposes.
11. Compliance with Laws, Rules, and Regulations:
The
Directors and Designated Officers should sign the acknowledgement form
at the end of this Code and return the form to the Secretarial Department
indicating that they have received, read and understood, and agree to
comply with the Code. The signed acknowledgement form will be located
in each Officer’s personnel files. Each year, as part of their annual
review, Officers will be asked to sign an acknowledgement indicating their
continued understanding of the Code. Any Director and Designated Officer,
who is unfamiliar or uncertain about the legal rules involving Company
business conducted by him/her should consult the Secretarial Department
or other concerned department of the Company before taking any action
that may jeopardize the Company or that individual.
12. Disclosure
Our
policy is to provide full, fair, accurate, timely, and understandable
disclosure in reports and documents that we file with, or submit to, the
various authorities and in our other public communications. Accordingly,
our Officers must ensure that they and others in the Company comply with
our disclosure controls and procedures, and our internal controls for
financial reporting.
13. Compliance with Code of Conduct
If
any Director and Designated Officer who knows of or suspects of a violation
of applicable laws, rules or regulations or this Code of conduct, he/she
must immediately report the same to the Chairman of the Company or Compliance
Officer. Such person should as far as possible provide the details of
suspected violations with all known particulars relating to the issue.
The Company recognizes that resolving such problems or concerns will advance
the overall interests of the Company that will help to safeguard the Company’s
assets, financial integrity and reputation.
14. Violation of Code of Conduct
Violation
of this Code of Conduct will result in disciplinary action. Based on the
preliminary examination of the complaints received directly by the Chairman
and/or referred by the Compliance Officer to him, if he deems fit, will
refer such complaints to the Disciplinary Committee for conducting enquiries
for the breach of the Code of Conduct.
15. Disciplinary Committee
A
Committee duly constituted by the Board and designated as the Disciplinary
Committee of the company shall be the Disciplinary authority for the purpose
of this code. It shall be headed by the Chairman of the Company with two
directors as members nominated to the Committee by the Board. One of the
members of the Committee shall be a director preferably with legal background.
The Company Secretary shall be the Secretary of the Committee.
16. Procedure for proceedings
The procedure for the conduct of inquiries for the breach of the rules of the Code or any other misdemeanor committed by an officer shall be as determined by the Committee. However, the following procedure shall mandatorily be prescribed in laying down the procedure by the Committee:-
| a. | The proceedings against an officer shall be initiated by serving on him a charge-sheet containing the acts of omission or commission and misdemeanors committed by him, for which proceedings are considered necessary. Copies of all the papers/documents and evidence on which reliance is proposed to be placed in support of the charges framed, shall also be sent to the officer, for preparing his defence. A minimum period of 21 days shall be given to the charged officer for filing his defence. |
| b. | The Committee shall take decision regarding the action to be taken against the officer considered guilty only after giving the officer concerned an opportunity of being heard to enable him to put up his defence. No enquiry, however, be necessary if the officer pleads guilty and accepts the charge. |
17. Suspension from office
The
Committee shall decide whether the officer found guilty should remain
in office during the course of the continuance of the enquiry. If his
continuance in office is considered detrimental to the interests of the
company, the Committee shall have power to place him under suspension
for the period for which enquiry continues.
18. Punishment
| a. | If a director of the company is found guilty of the charged enquired, he shall have to vacate the position of director immediately after the pronouncement of the decision by the Committee. | ||||||||||
| b. | This would, however, be without prejudice to the company’s right to recover loss caused to the company by the officer’s conduct as also in regard to action that the company may like to take against him under the civil, criminal and other laws of the country. | ||||||||||
| c. | If the officer found guilty is the designated officer, the Committee can, looking to the gravity of the breach of Code / misdemeanor and punish the officer in any manner mentioned hereinafter, taking into account all the facts and circumstances of the case. The punishment would be :- | ||||||||||
|
Nature of punishment shall be decided on the merits of the case. The saving
clause mentioned at 18(b) earlier will also apply to senior management
officers.
19. Order of the Committee
The
order, to be passed by the Committee, shall be self contained, speaking
and reasoned order. A copy of the same shall be served on the officer,
whose conduct has been enquired into. The Committee’s order shall be authenticated
by the Compliance Officer of the Company.
20. Appeals
The
order passed by the Committee shall be final and no appeal against the
same would be permissible. However, the aggrieved officer, can file a
review petition within 30 days of the receipt of the order by him, which
the Committee can consider and pass order on the same within 30 days of
the receipt of such petition. For valid reason, this period of 30 days
can be extended by another 30 days – but not more.
21. Interpretation of Code
Any
question or interpretation under this Code of conduct will be handled
by the Compliance Officer. The Chairman of the Company has the authority
to waive compliance with this Code of conduct for any Director and Designated
Officer of the Company. The person-seeking waiver of this Code shall make
full disclosure of the particular circumstances to the Chairman.
22. Waivers and Amendments of the Code
We
are committed to continuously reviewing and updating our policies and
procedures. Therefore, this Code is subject to modification. Any amendment
or modification of any provision of this Code must be approved in writing
by the Company’s Board of Directors and promptly disclosed on the Company’s
website and in applicable regulatory filings pursuant to applicable laws
and regulations, together with details about the nature of the amendment
or modification.
Acknowledgement
of Receipt of Code of Conducts for Directors and Designated Officers
I have received and read the Company’s Code of Conducts for Directors
and Designated Officers (the “Code”). I understand the standards and policies
contained in the Code and understand that there may be additional policies
or laws specific to my job. I agree to comply with the Code.
If I have questions concerning the meaning or application of the Code,
any Company policies, or the legal and regulatory requirements applicable
to my job, I know I can consult the Secretarial Department or the respective
department, and that my questions or reports to these sources will be
maintained in confidence.
__________________________________
Director / Officer Name
__________________________________
Signature
__________________________________
Date
__________________________________
Please sign and return this form to the Secretarial Department.
