PHILOSOPHY ON CODE OF GOVERNANCE
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UCAL FUEL SYSTEMS LIMITED’s (UFSL) commitment to ethical and lawful business conduct is a fundamental shared value of its board of directors, management and employees and critical to the company’s success. These standards for business conduct provide that the directors will uphold ethical and legal standards as the company pursues its financial goals, and that honesty and integrity will not be compromised by the Company. Consistent with these principles, the Company’s board adopts this code of conduct as a guide to the high ethical and legal standards expected of its members.
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CODE
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This Code of Business Conduct and Ethics helps to ensure compliance with legal requirement and standards of business conduct. The Board of Directors (“the Board) has adopted a Code of Business Conduct and Ethics (“the Code”) for all Board members and Senior Management personnel viz. all members of management one level below executive directors, including all functional heads. Company Secretary is the Compliance Officer for the purposes of the Code.
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HONESTY & INTEGRITY
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- Act diligently, openly, honestly and use the power of office and in the best interest of UFSL as a whole in good faith.
- Become and remain familiar with the Company’s business and the economic and competitive environment in which the company operates and understand the company’s principal business plans, strategies and objectives; operations results and financial condition; and relative market place position.
- Discharge duties, as members of the board/committees, in accordance with good faith, business judgement and in the best interest of the company and its shareholders.
- Inform the Chairman of changes in their interests that may interfere in the performance of their duties, and in the case of “independent Directors”, impact of their independence as a Board member.
- Be independent in judgement and actions and to take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board.
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CONFLICT OF INTEREST
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| All Board members and Senior Management personnel shall not engage in any business, relationship or activity, which may be in conflict of interest of UFSL or the group companies. They should not allow personal interest to conflict with the interest of UFSL. |
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| CORPORATE OPPORTUNITIES |
- All Board members should not use their position for their personal gains or seek any favour from those doing or seeking to do business with the company or from other employees of the company. They should not hold any position of Director/Advisor with the competitor Company.
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| CONFIDENTIAL INFORMATION |
- Ensure the confidentiality of information (price sensitive or otherwise) they receive while being in office of the company. The information should not be disclosed to any one without the consent of the Board.
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| CONFIDENTIAL INFORMATION OF OTHERS |
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| UFSL is required to abide by the terms of the relevant non-disclosure agreement and limit its use to the specific purposes for which it was disclosed and to disseminate it only to others with a need to know the information. All Board members and Senior Management personnel shall not attempt to obtain a competitor’s confidential information by improper means. |
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| PROTECTION OF ASSETS |
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| All Board members and Senior Management personnel must protect UFSL’s assets and shall not use the same for personal benefit, unless approved by the Board. |
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| REGULATIONS |
- Comply with all applicable laws, rules and regulations.
- Report actual violations, if any, of law, this code, or other company policies or procedures to the Board.
- Directors agree to strictly comply with all governmental laws, rules and regulations, applicable to their office.
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| WAIVERS |
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| Any waiver of this Code may be made only by the Board and will be promptly disclosed. Having regard to the business practices, or the legal and regulatory framework applicable, the Board will review, revise or update the Code, as it deems appropriate. |
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| AFFIRM COMPLIANCE |
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| All Board members and Senior Management personnel shall affirm compliance with the Code on an annual basis. |