INTRODUCTION
The senior management personnel (SMP) of Strides Arcolab Limited (“Company”) adopt
this Code of Conduct (the “Senior Management Code”) to assist them in fulfilling their
duties to the Company. The SMP are entrusted with the management of the business and
affairs of the Company under the direction and supervision of the Board of Directors of
the Company. As the Company’s key officers, the SMP set the standard of conduct for
all officers and employees of the Company.
Strides Arcolab Limited has a long-standing commitment to compliance with applicable
laws and regulations and to operating in accordance with the highest standards of
business conduct. In many instances, the Senior Management Code’s guidelines and
standards go beyond the requirements of applicable law.
GUIDELINES FOR CONDUCT
Each SMP should seek to use due care in the performance of his/her duties, be loyal to
the Company and act in good faith and in a manner he / she reasonably believes to be in
or not opposed to the best interests of the Company. A SMP should:
- dedicate sufficient time, energy and attention to the Company to ensure diligent
performance of his/her duties, including decision-making by reviewing in advance
any materials distributed and making reasonable inquiries;
- be aware of and seek to fulfill his or her duties and responsibilities as may be
stipulated by the Company from time to time; and
- seek to comply with all applicable laws, regulations, confidentiality obligations and
Corporate Policies.
CORPORATE BUSINESS OPPORTUNITIES
Except as described elsewhere herein, an SMP may not engage in business so long as
he/she is in the employment of the Company nor pre-empt or seize a corporate business
opportunity. A corporate business opportunity is (1) an opportunity in the Company’s
line of business or proposed expansion or diversification, (2) which the Company is
financially able to undertake and (3) which may be of interest to the Company.
CONFLICTS OF INTEREST
SMPs are expected to dedicate their best efforts to advancing the Company's interests and
to make decisions that affect the Company based on the Company's best interests and
independent of outside influences.
A conflict of interest occurs when one’s private interests interfere in any way, or even
appear to interfere, with the interests of the Company. A conflict situation can arise when
a director takes actions or has interests that make it difficult to perform his/her duties for
the Company objectively and effectively. An SMP’s obligation to conduct the
Company's business in an honest and ethical manner includes the ethical handling of
actual or apparent conflicts of interest between personal and business relationships.
Following are some common examples that illustrate actual or potential conflicts of
interest:
- Owning an interest in a company that competes with or does business with Strides
Arcolab Limited;
- Participating in a joint venture, partnership or other business arrangement in
competition with the Company; and
- Employment with or serving as a director of a competitor, customer or supplier of the
Company.
An SMP who has an actual or potential conflict of interest, including any of the situations
described above, must disclose to the Company (1) the existence and nature of the actual
or potential conflict of interest and (2) all facts known to him/her regarding the
transaction that may be material to a judgment about whether to proceed with the
transaction. The SMP may proceed with the transaction only after receiving approval
from the Board or Managing Director of the Company.
GIFTS AND ENTERTAINMENT
When acting on behalf of Strides Arcolab Limited, SMPs should never request gifts,
entertainment or any other business courtesies from people doing business with the
Company (including suppliers, customers, competitors, contractors and consultants).
Unsolicited gifts are permissible if they are customary and commonly accepted business
courtesies; not excessive in value; and given and accepted without an express or implied
understanding that the director is in any way obligated by acceptance of the gift. Gifts
with a value of over Rs. 10,000/- should only be accepted with the approval of the
Managing Director. Meals in the ordinary course of business and infrequent meals and
entertainment, such as cultural or sporting events, that are attended by both the SMP and
the donee are not considered gifts.
Gifts of cash or cash equivalents (including gift certificates, securities, below-market
loans, etc.) in any amount are prohibited.
COMPANY PROPERTY
SMPs have a responsibility to safeguard and properly use Company assets and resources,
as well as assets of other organizations that have been entrusted to the Company. Except
as specifically authorized, Company assets, including Company equipment, materials,
resources and proprietary information, must be used for Company business purposes
only.
CONFIDENTIAL INFORMATION
SMPs shall maintain the confidentiality of information entrusted to them by the
Company. The Company’s confidential and proprietary information shall not be
inappropriately disclosed or used for the personal gain or advantage of the SMP or
anyone other than the Company.
FAIR DEALING
SMPs should endeavor to deal fairly with the Company’s Customers, Suppliers,
Competitors and Employees and should never take unfair advantage of others through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts or any other unfair dealing practice.
COMPLIANCE WITH LAWS AND REGULATIONS
The Company is committed to compliance with those acts, rules and regulations that
govern the conduct of its business.
Securities Laws
It is Company policy to make full, fair, accurate, timely and understandable disclosure in
compliance with all applicable laws and regulations in all reports and documents that the
Company files with, or submits to, the Securities and Exchange Board of India, the Stock
Exchange, Registrar of Companies and in all other public communications made by the
Company. SMPs must abide by applicable Company policies and procedures designed
to promote compliance with this policy.
Insider Trading
Certain categories of employees (which include the SMPs) are prohibited by Company
policy and the law from buying or selling securities of the Company when in possession
of material Unpublished Price Sensitive Information. Passing such information on to
someone who may buy or sell securities (tipping) is also illegal. The prohibition applies
to Companies securities and to securities of other companies if the SMP learns material
Unpublished Price Sensitive Information about other companies, such as the Company’s
customers or suppliers, in the course of duties for the Company.
Competition Laws
While the Company competes vigorously and creatively in its business activities, its
efforts in the marketplace must be conducted in accordance with all applicable
Competition Act and Regulations. SMPs should not engage in any activity in violation of
applicable Competition Act.
Anti-Corruption Laws
The Company conducts its international business activities in compliance with applicable
Anti-Corruption Act of the India and the laws of all other countries in which the
Company conducts business. The Anti-Corruption Act prohibits the Company and its
officers, employees and agents from giving or offering to give money or anything of
value to a foreign official, a foreign political party, a party official or a candidate for
political office in order to influence official acts or decisions of that person or entity, to
obtain or retain business, or to secure any improper advantage. SMPs should not engage
in any activity that might involve the Company in a violation of the Anti-Corruption Act.
Interacting With Government
The various branches and levels of government have different laws restricting gifts,
including meals, entertainment, transportation and lodging, that may be provided to
Government Officials and Government Employees. SMPs should not offer to or pay for
meals, travel, lodging or any other expenses for Government Officials in connection with
the Company or Company business without first consulting with the Legal Cell of the
Company.
Political Contributions
The Company will not make political contributions from corporate resources to any
political party, candidate or holder of public office, or political committee in violation of
section 293A of the Companies Act, 1956. This includes monetary contributions as well
as in-kind contributions (such as the use of corporate property, personnel services or
facilities).
SMPs may not cause the Company to make contribution to any political party or for any
political contribution without the prior approval of the Board. SMPs must comply with
applicable laws and Company policy with respect to causing the Company to make
political contributions. SMPs may not make personal political contributions on behalf
of, or in the name of, the Company. SMPs will not be reimbursed or otherwise
compensated for any personal political contribution.
NON-COMPLIANCE
Suspected violations of this Code must be reported to the Chairman of the Board or the
Chairman of the Audit Committee. All reported violations will be appropriately
investigated. SMPs who violate this Code may be subject to sanctions, up to and
including a request to resign from the employment of the Company.
An SMP charged with a violation of this Code may be present at a meeting of the Board
or Committee convened for that purpose of enquiring into the alleged contravention.
Any waiver of this Code must be approved by the Board of Directors or Managing
Director and publicly disclosed as required by law or regulation.
NO RIGHTS CREATED
This SMP Code sets forth guidelines for conduct for the Senior Management Personnel.
It is not intended to and does not create any rights in any director, officer, employee,
client, supplier, competitor, shareholder or any other person or entity.
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