Code of Conduct
Code
of Conduct for the members of the Board of Directors and the Senior Management
of Cosmo Ferrites Limited ('the Company').
This
code inter-alia provides that all persons must avoid conflict of interests
between their private financial activities and their part in the conduct of
business. It has been specifically adopted to comply with the provision of
Regulation (17) 5 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
The
Code of Conduct (COC) hereinafter referred to as the 'Code' shall be applicable to and adhered strictly by the following
personnel:
Ø
The
Members of the Board of Directors of the Company.
Ø
Members
of Senior Management as decided by Chairman / CEO of the Company.
All
of the above shall be referred to as the 'COC addressees'.
'COC
addressees' should sign the acknowledgement form at the end of this code and
return the form to the HR Department indicating that they have received, read
and understood, and agree to comply with the Code. The signed and
acknowledgement form will be located in each COC addressees' personnel files.
Each year, as part of their annual review, 'COC addressees' will be asked to
sign an acknowledgement indicating their continued understanding of the Code.
The
Code requires the 'COC addressees' to:
Ø Act in accordance with the highest
standards of honesty, integrity and fairness and expect the same in their
relationships with others while maintaining a work and business climate
fostering such standards; and
Ø Adhere to any applicable Code of Conduct
on dealing in shares of the Company and any provisions for the avoidance of
conflicts of interest stipulated in applicable terms and conditions of
employment; and
Ø Excuse himself from making any
decision about an issue at hand in which a conflict of interests arises or
could arise and in such event, disclose in writing the relevant facts and
explain the circumstances that create or could create the conflicts of interest
to: (a) the Chairman of the Company (b) Chairman of the Audit Committee; and
Ø Avoid having any financial interest
in works of or contracts awarded by a Company forming part of or associated
with, the Company, Subsidiary Companies, Associated Companies or in supplies
effected or services rendered to or by such a company and where this is
unavoidable or immediate family members have such a financial interest, such
interest shall be disclosed in writing in the same manner as set out in point
(3) above; and
Ø Not seek or accept from third parties
to his own advantage any favour in whatsoever form or howsoever described in
connection with the business of the Company, its Subsidiary or Associated Company
or in his duties (except for the acceptance of such things as: gifts of nominal
value and working lunches, dinners and entertainment of reasonable value,
frequency and duration, appropriate under the circumstances)
Ø Not hold positions or jobs or engage
in outside businesses or other interests that adversely impact the performance
of duties owed to the Company, its Subsidiary or Associated companies or the
interests of the same; and
Ø Avoid any relationship with a
contractor or supplier that could compromise the ability to transact business
on a professional, impartial and competitive basis or influence decisions to be
made by the Company, its Subsidiary or Associated companies.
Ø Obey the applicable laws and
regulations governing our business conduct worldwide.
Ø Be honest, fair and trustworthy in
all your Cosmo activities and relationships.
Ø Strive to create a safe workplace and
to protect the environment.
Ø Through leadership at all levels,
sustain a culture where ethical conduct is recognized, valued and exemplified
by all employees.
Ø Confidential information acquired in
the course of one's work will not be used for personal advantage.
Ø Achieve responsible use of and
control over all assets and resources employed or entrusted.
Conflicts
of Interest
An
officers’ duty to the Company demands that he or she avoids and discloses
actual and apparent conflicts of interest. A conflict of interest exists where
the interests or benefits of one person or entity conflict with the interests
or benefits of the Company. Examples include:
·
Employment
/ Outside employment
o In consideration of employment with
the Company, officers are expected to devote their full attention to the
business interests of the Company. Officers are prohibited from engaging in any
activity that interferes with their performance or responsibilities to the
Company, or is otherwise in conflict with or prejudicial to the Company.
·
Outside
Directorships
o It is a conflict of interest to serve
as a Director of any Company that competes with the Company. Officers must
first obtain approval from the Company's Audit Committee before accepting a Directorship.
·
Business
Interests
o If an officer is considering
investing in any customer, supplier, developer or competitor of the Company, he
or she must first take care to ensure that these investments do not compromise
on their responsibilities to the Company. Our policy requires that officers
first obtain approval from the Company's Audit Committee before making such an
investment.
·
Related
Parties
o As a general rule, Officers should
avoid conducting Company Business with a relative, or with a business in which
a relative is associated in any significant role. Relatives include spouse,
siblings, children, parents, grandparents, and grandchildren.
·
Corporate
Opportunities
o Officers may not exploit for their
own personal gain, opportunities that are discovered through the use of
corporate property, information or position, unless the opportunity is
disclosed fully in writing to the Company's Board of Directors and the Board
declines to pursue such opportunity.
·
Other
Situations
o Because other conflicts of interest
may arise, it would be impractical to attempt to list all possible situations.
If a proposed transaction or situation raises any questions or doubts, Officers
may consult the Company's Audit Committee.
Reporting
Each
'COC addressees' shall report breach of any non-compliance of this code to the
CEO of the Company/Chairman of the Audit committee in writing within a
reasonable period of knowledge of notice of the breach.
Additional
Disclosure
Senior
management shall make disclosures to the Board relating to all material
financial and commercial transactions, where they have personal interest, that
may have a potential conflict with the interest of the company at large (for
e.g. dealing in company shares, commercial dealings with bodies, which have
shareholding of management and their relatives etc.)
Accountability
Each
'COC addressees' shall be held accountable for issues held under his control.
Sanction in cases of breach shall be determined by the Chairman of the Company
in consultation with the Chairman of the Audit Committee. Sanctions may include
serious disciplinary action, removal from office and dismissal as well as other
remedies, all to the extent permitted by law and as appropriate under the
circumstances.
Miscellaneous
and Waivers
We
are committed to continuously reviewing and updating our policies and procedures.
Therefore, this Code is subject to modification.
The
provisions of this Code can be amended and supplemented from time to time by
resolutions of the Board of Directors of the Company. Amendment of any
provision of this code must be approved in writing by the Company's Board of
Directors and disclosed on the Company's website within 30 days.
No
waiver of any provision of this Code shall be valid unless provided in writing
by the Chairman of the Audit Committee with the prior approval of the Audit Committee.
Duties
of Independent Directors
The independent directors shall—
(1)
undertake appropriate
induction and regularly update and refresh their skills, knowledge and
familiarity with the company;
(2)
seek appropriate
clarification or amplification of information and, where necessary, take and
follow appropriate professional advice and opinion of outside experts at the
expense of the company;
(3)
strive to attend all
meetings of the Board of Directors and of the Board committees of which he is a
member;
(4)
participate
constructively and actively in the committees of the Board in which they are
chairpersons or members;
(5)
strive to attend the
general meetings of the company;
(6)
where they have
concerns about the running of the company or a proposed action, ensure that
these are addressed by the Board and, to the extent that they are not resolved,
insist that their concerns are recorded in the minutes of the Board meeting;
(7)
keep themselves well
informed about the company and the external environment in which it operates;
(8)
not to unfairly
obstruct the functioning of an otherwise proper Board or committee of the
Board;
(9)
pay sufficient
attention and ensure that adequate deliberations are held before approving
related party transactions and assure themselves that the same are in the
interest of the company;
(10) ascertain and ensure that the company has an adequate and
functional vigil mechanism and to ensure that the interests of a person who
uses such mechanism are not prejudicially affected on account of such use;
(11) report concerns about unethical behaviour, actual or
suspected fraud or violation of the company’s code of conduct or ethics policy;
(12) acting within his authority, assist in protecting the
legitimate interests of the company, shareholders and its employees;
(13) not disclose confidential information, including commercial
secrets, technologies, advertising and sales promotion plans, unpublished price
sensitive information, unless such disclosure is expressly approved by the
Board or required by law.