Code of Conduct for Board Members & Senior Management
The shares of the Company are listed at Stock Exchange, Mumbai. To comply with the rules of Stock Exchange as amended in accordance with amended clause 49 of the Listing Agreement, the Company has adopted the following code of conduct. The code is intended to serve as a basis for ethical decision - making in the conduct of professional work to help foster a culture of honesty and accountability. Each of the Director and Senior Management personnel are expected to comply with the letter and spirit of this code. This code is applicable to the members of Board and Senior Management personnel i.e. Vice Presidents and General Managers.
- BOARD OF DIRECTORS: All the Board members and Senior Management personnel shall inform the Chairman of the Board of any changes in their other board positions, relationship with other businesses (including charitable) and other events/circumstances/ conditions that may interfere with their ability to perform their Board/Board Committee duties or may impact the judgement of the Board as to whether they meet the independence requirements of Listing Agreement with Stock Exchanges.
- All the Board members and Senior Management personnel without prior approval of the Board, should avoid apparent conflict of interest, that may exist when they have personal interest that may have a potential conflict with the interest of the Company at large, such as ;
- Related Party Transactions: Entering into any transactions or relationship with English Indian Clays Ltd. (EICL) 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 compete with the business of EICL.
- 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 EICL. They should not invest or associate themselves in any other manner with any supplier, service provider or customer of the Company.
- Insider Trading: Any Director or Senior Management personnel of the Company shall not derive benefit or assist others to derive benefit by giving investment advice from the access to and possession of information about the Company, not in public domain and therefore constitutes insider information. All Directors or Senior Management personnel will comply with EICL code on insider trading and the guidelines as issued by SEBI. Any waiver of or amendments to the Company's policies or codes may be made only by the Company's Board of Directors and will be disclosed promptly as required by applicable laws and regulations including the rules of Stock Exchange on which the Company's securities are listed or traded.
- Confidentiality: The Directors and Senior Management personnel should maintain the confidentiality of information entrusted to them in carrying out their duties and responsibilities, except where disclosure is approved by the Company or legally mandated or if such information is in the public domain. The Company's confidential and proprietary information shall not be inappropriately disclosed or used for the personal gain or advantage of any Director or Senior Management personnel or anyone other than the Company. These obligations apply not only during the tenure of Directors or Senior Management personnel but thereafter as well.
- All Directors/Senior Management personnel should inform the Chairman of the Board of any disqualification/legal proceedings under any Act against them.
- All Directors/Senior Management personnel should not make any commitment or obligation on behalf of the Board of Directors without prior approval of the Board.
- All the Directors and Senior Management are expected :
- To fulfill the functions of the office with integrity as well as professionalism and exercise the powers attached thereto with due care and diligence.
- To act in the best interests of, and fulfill the fiduciary obligations to the Company's shareholders, whilst also considering the interests of other stakeholders.
- To take informed business decisions based on independent judgment and in the best interests of the company, not influenced by personal interest or gain.
- To make available to, and share information with fellow Directors/ Executives when considered expedient in the best interests of the Company.
- To protect and use the Company's assets for legitimate business purposes and be alert to situations that could lead to loss or misuse of these assets.
- To act in a manner that will protect the company's reputation.
- To adhere to the terms of the powers delegated by the Board.
- To raise concerns, if any, on the above issues, at a Board Meeting.