Code of Conduct for Board Members and Senior Management Personnel
This Code of Conduct for the Board of Directors and Senior Management Personnel (hereinafter referred to as "the Code") has been framed and adopted by Phillips Carbon Black Limited (hereinafter referred to as "the Company or PCBL) in compliance with the provisions of Clause 49(revised) of the Listing Agreement entered into by the Company with Stock exchanges.
The adoption of this Code of Conduct (the Code) by the Board stems from the fiduciary responsibility which the Board Members and the Senior Management have towards the stakeholders in the Company. Therefore, Board Members and Senior Management will act as trustees in the interest of all stakeholders of the Company, by balancing conflicting interest, if any, between stakeholders, for optimal benefit. In the observance of the Code, the Directors in their capacity as Directors, per se, will have a Directional role and the Executive Directors and Senior Management Personnel will have executive responsibility. The Code encompasses the following:
Senior Management for the purpose of this Code shall mean personnel of the Company who are members of its core management team excluding Board of Directors. This would normally mean one level below the Executive Directors including all functional heads.
1. Ethical and Moral behaviour
- Business shall be conducted ethically and by not committing, condoning or ratifying illegal or immoral acts.
- Standards of fair dealing and personal integrity will be observed.
- An environment free from gender-specific harassment, discrimination and exploitation will be maintained.
2. Conduct of Business
Conduct of the business will be consistent with the Core Values, which are as under
- Customer Happiness
- bull; Humaneness
- Execution Excellence
- Anticipation, speed and flexibility
- Risk Taking
3. Safety, Health and Environment
We are committed to conduct all operations in environmentally safe manner. As PCBL, a part of the RP-Sanjiv Goenka group, we have values which make us responsible for:
- Protecting the SAFETY and HEALTH of our employees, our contractors, our customers and our neighbors.
- Maintaining the security of our people and assets
- Protecting the ENVIRONMENT.
- To demonstrate our commitment, PCBL will pursue the following objectives:
- Compliance with laws and regulations on SAFETY, HEALTH AND ENVIRONMENT which apply to our activities in the state and country where we operate.
- Set targets and measure progress to ensure continual improvement in S.H.E. Performance.
- Provide safe and healthy workplaces for our employees and contractors.
- Educate, provide training and motivate our employees and contractors to meet their responsibility to improve the S.H.E. performance.
- Protect the environment by preventing or minimizing the environmental impact due to our activities and products through appropriate design, manufacturing and distribution practices.
- Ensure effective communication of the S.H.E. policy and its requirements to all employees, contractors & visitors.
- Share progress on our SAFETY, HEALTH and ENVIRONMENT performance as required.
Additional Commitment for Future Projects
HAZARDOUS OPERATIONAL (HAZOP) study shall be undertaken for any expansion and new plant of PCBL.
4. Conflict of Interest
- Conflict Situations: Any relationship, influence, or activity that may impair the ability to make objective and fair decisions is to be avoided.
- Disclosure of Interest: Any financial or other material interest by oneself or through relatives / organization in any contract with the Company (including vendors and customers), shall be disclosed at first opportunity.
- Competing with the Company: Acceptance of any position of influence or of pecuniary interest in any other organisation, whose business is in direct competition with that of the Company, shall be avoided.
- Use of Company's Resources / assets / property: Assets of the Company are to be used solely for the benefit of the Company.
- Opportunities discovered through use of corporate property, information or position shall not be exploited, for own personal gain, unless the opportunity is disclosed fully in writing to the Company.
5. Duties of the Directors of the Company :
The Companies Act, 2013 significantly specifies certain duties and responsibilities of the Directors of the Company. While the list of duties as per provisions of the Act, has been enumerated below, it should however, by no means be considered to be exhaustive:
- The Directors shall devote sufficient time and attention to professional obligations for informed and balanced decision making.
- The Directors shall act in accordance with the articles of association of the Company and in good faith in order to promote the objects of the Company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, the community and for the protection of environment.
- The Directors shall have a clear understanding of the aims and objectives, capabilities and capacity and various policies of the Company.
- The Directors shall exercise their duties with due and reasonable care, skill and diligence.
- The Directors shall be required to intimate the change in the directorships held within thirty days of such change.
- The Directors shall bring an independent judgement to bear on the Board's deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standard of conduct and an objective view in the evaluation of the performance of the Board and the Management.
- The Directors shall ensure that the integrity of financial information and that financial controls and the systems of risk management are robust and defensible.
- The Directors shall seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice.
- The Directors shall strive to attend and participate constructively & actively, in all general meetings, meetings of the Board and its committees of which they are Chairman or member.
- The Directors shall not assign his office of director of the Company to another person.
- The Directors shall ensure that adequate deliberations are held before approving related party transactions and shall assure themselves that the same are in the best interest of the Company.
6. Duties of Independent Directors:
The independent directors shall:
- undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
- 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;
- strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
- participate constructively and actively in the committees of the Board in which they are chairpersons or members;
- strive to attend the general meetings of the company;
- 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 theBoard meeting;
- keep themselves well informed about the company and the external environment in which it operates;
- not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
- 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;
- 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;
- report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy;
- acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
- 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.
7. Confidentiality of Information
Any information (electronic or otherwise) relating to the Company, its intellectual property including technology and business processes, its business and customers / vendors which is confidential, shall not be divulged.
8. Compliance with Laws, Rules and Regulations
All laws, rules and regulations are to be complied with. The compliance and reporting systems established should be adhered to.
9. Waivers and Amendments of the Code of Conduct:
Any person seeking waiver / deviation from this Code in certain unforeseen or unavoidable circumstances shall make a full disclosure of the particular circumstances to the designated person / Committee. The authority to waive any compliance rests with the Board of the Directors or any designated person / Committee.
All waivers and amendments should be disclosed on the Company's website or through any other channel which is deemed to be proper with full details about the nature of the waiver or amendment and the reasons therefore.
10. Annual Review:
The Board of Directors shall annually review and re-assess the adequacy of the Code and make such amendments to the Code as it may deem appropriate.
11. Publication of the Code :
This code and any amendments thereto shall be posted on the website of the Company.