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Code
of Conduct for Board Members & Senior Management Personnel |
1. Introduction
1.1
This code of Conduct ("this Code") shall be called "The Code of Business Conduct
& Ethics for Board Members and Senior Management Personnel" of DPSCL Limited (hereinafter
referred to as "the Company")
1.2 The purpose of this Code is to
enhance ethical and transparent process in managing the affairs of the Company.
1.3 This Code for Board Members and Senior Management Personnel
has been framed specifically in compliance of the provisions of Clause 49 of the
Listing Agreement with Stock Exchange.
2. Definitions & Interpretations
2.1 The term "Board Members" shall mean Directors on the Board of Directors
of the Company.
2.2 The term "Managing Directors" or "Functional
Directors" shall be the Directors on the Board of Directors of the Company who
are in whole-time employment of the Company.
2.3 The term "Non-Executive/
Non Whole time Directors" shall mean Directors on the Board of Directors of the
Company who are not in whole time employment of the Company.
2.4 The
term "Relative" shall have the same meaning as defined in Section 6 of the Companies
Act, 1956.
2.5 The term "Senior Management Personnel" shall mean
personnel of the Company who are members of its core management team excluding
Board of Directors and would comprise all members of management committee, including
all functional heads.
3. Applicability
3.1 This
code shall be applicable to the following personnel
a) All Whole-time
Directors including the Managing Director of the Company.
b) All
Part-time Directors including Independent Directors under the provisions of law.
c) Senior Management Personnel.
3.2 The Whole-time
Directors/Part time Directors and Senior Management Personnel should continue
to comply with other applicable/ to be applicable policies, rules and procedures
of the Company.
4.0 Principles
The code is intended to
serve as a basis for ethical decision-making in the conduct of professional work.
The Company during the past eight decades since its establishment in July 1919,
has been committed to conduct business with accountability towards all stakeholders
namely shareholders, customers, suppliers, contractors as well as the society.
Our guiding principles for doing business are based on our vision, mission and
values. We expect that our personnel understand these principles and be guided
by them at work to reflect our responsibility as a good corporate citizen.
Vision
To be a leading & reliable end-to-end energy solutions provider in
the country.
Mission
To light up and empower industries
and millions of homes by being the lowest cost, most reliable and environmentally
sound conventional & non-conventional energy provider.
To provide employees
a strong sense of ownership, professional respect and pride, resulting in high
morale and performance.
To enhance shareholder value by growth and profitability.
Values
- Performance
/ Result Oriented
- Imagination and Initiative
- Employee Empowerment
- Fair business practices with all stakeholders
- Organizational
Pride
- Customer Delight
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Focus
areas
Together, we will achieve our vision by consistently growing
through
- Competitiveness
& cost efficiency
- Constant search for opportunities
- Complementary
strategic alliances
- Competency enhancement
- Customer orientation
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5.0 Commitment
We
commit to promote the value and foster corporate culture in consistent with the
good corporate governance principles as follows.
- Accountable
for stakeholders by protecting the Company's assets as well as the good reputation.
- Establish clear responsibilities in accordance with the entrusted mission
with discipline and awareness of existing and future risks.
- Have clear
and transparent decision-making and working procedures.
- Treat the stakeholders
equitably and avoid bias or situation that may raise any conflict of interest.
- Create sustainable wealth and long-term value.
- Constantly adopt
the best practices to continuously increase the competitiveness.
- Be sensitive
to community and environment concerns.
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6.0 Compliance with Laws
The
Company's Board Members and Senior Management Personnel shall comply with all
the applicable provisions of existing local, state, national, and international
laws. They should also follow / obey the policies, procedures, rules and regulations
relating to business of the Company.
7.0 Quality of working and Services
Organizational leaders are responsible for ensuring that a conducive
environment is created for fellow employees to enable them delivering their best.
The Board Members and Senior Management Personnel would be responsible for ensuring
human dignity of all employees, would encourage and support the professional development
of the employees of the Company by providing them all necessary assistance and
co-operation, thus enhancing the quality of working
8.0 Avoidance
of any inducements
The Board Members and Senior Management Personnel
shall not, directly or indirectly through their family and other connections,
solicit any personal fee, commission or other form of remuneration arising out
of transactions involving Company. This includes gifts or other benefits of significant
value, which might be extended at times, to influence business for the organization
or awarding a contract to an agency etc.
9.0 Corporate Discipline
Company's
flow of communication is not rigid and people are free to express themselves at
all levels though there is a free exchange of opinions in the process of arriving
at a decision, but after the debate is over and a policy consensus has been established,
all are expected to adhere and abide by it, even when in certain instances one
may not agree with it individually. In some cases policies act as a guide to action,
in others they are designed to put a constraint on action. All must learn to recognize
the difference and appreciate why they need to observe them
10.0 Ethical
Conduct
All are expected to conduct themselves, both on and off-duty,
in a manner that reflects credit to the Company. The sum total of their personal
attitude and behavior has a bearing on the standing of Company and the way in
which it is perceived within the organization and by the public at large.
11.0
Accountability towards Company's stakeholders
All of those whom we
serve, be it our Customers, without whom the Company will not be in business,
the Shareholders, who have an important stake in Company's business, the Employees,
who have a vested interest in making it all happen, the Vendors, who support the
Company to deliver in time and Society to which Company is responsible for its
actions - are Company's stakeholders. All, therefore, must keep in mind at all
times that they are accountable to Company's stakeholders.
12.0 Prevention
of Insider Trading
The Board members and Senior Management Personnel
shall comply with the code of Internal Procedures and conduct for prevention of
Insider Trading in dealing with Securities of the Company.
13.0 Identify,
mitigate and manage business risks
It is everybody's responsibility
to follow Company's Risk Management Framework to identify the business risks that
surround Company's function or area of operation and to assist in the company-wide
process of managing such risks, so that Company may achieve its wider business
objectives.
14.0 Protecting Company's Assets
The Board
Members and Senior Management Personnel shall protect the Company's assets including
physical assets, information and intellectual rights and shall not use the same
for personal gains.
15.0 As Board Members / Senior Management
Personnel
They shall undertake to actively participate in meetings of the Board / Committees
on which they serve.
15.1 As Board Members
Undertake to inform
the Managing Director / Company Secretary of the Company of any changes in their
other Board positions, relationship with other business and other events / circumstances
/ conditions that may interfere with their ability to perform Board / Board Committee
duties or may impact the judgment of the Board as to whether they meet the independence
requirements of Listing Agreement with Stock Exchange.
15.2 Undertake
that without prior approval of the disinterested members of the Board, they will
avoid apparent conflict of interest. Conflict of interest may exist when they
have personal interest that may have a potential conflict with the interest of
the Company at large. Illustrative cases can be:
Related Party Transactions:
Entering into any transactions or relationship with Company or its subsidiaries
in which they have a financial or other personal interest (either directly or
indirectly such as through a family member or other person or other organization
with which they are associated)
Outside Directorship: Accepting Directorship
on the Board of any other Company that competes with the business of Company.
Consultancy/Business/Employment: Engaging in any activity (be it in the
nature of providing consultancy service, carrying on business, accepting employment)
which is likely to interfere or conflict with their duties / responsibilities
towards Company. They should not invest or associate themselves in any other manner
with any supplier, service provider or customer of the company.
Use of
Official position for personal gains: Should not use their official position for
Personal gains.
16.0 Compliance with the Code of Conduct & Ethics
16.1
All Members of the Board / Senior Management of Company, shall uphold and promote
the principles of this code. The future of the organization depends on both technical
and ethical excellence. Not only it is important for Board Members / Senior Management
Personnel to adhere to the principles expressed in this Code, each of them should
encourage and support adherence by others.
16.2 Treat violations
of this code as inconsistent association with the organization. Adherence of professionals
to a code of ethics is largely a voluntary matter. However, if any of Board Members
and Senior Management Personnel does not follow this code, the matter would be
reviewed by the Board and its decision shall be final. The Company reserves the
right to initiate appropriate action against the defaulter, as deemed necessary.
17.0 Miscellaneous
Continual updation of code
This
code is subject to continuous review and updation in line with any changes in
law, changes in company's philosophy, vision, business plans or otherwise as may
be deemed necessary by the Board and all such amendments / modifications shall
take effect the date stated therein.
Leading by Example The Company's
Directors and senior management set the professional tone for the Company. Through
both their words and their actions, the Company's leadership conveys what is acceptable
and unacceptable behaviour. Company's directors, and senior management must constantly
reinforce through their actions and behaviour that Company's stated beliefs of
responsible corporate citizenship are rooted in individual conviction and personal
integrity.
18.0 Where to seek clarifications
Any member
of Board or Senior Management Personnel requiring any clarification regarding
this code of conduct required to contact Managing Director | | |
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