CODE OF CONDUCT FOR DIRECTORS AND
SENIOR MANAGEMENT PERSONNEL
1. Directors
of the Company and Senior Managerial Personnel should adhere to the following
Code of Conduct and ethics of the Company.
2. The
Code of Conduct shall be called “The Code of Conduct (“code”) for Board Members
and Senior Management Personnel of The Andhra
Petrochemicals Limited” (“the Company”).
The Senior Management shall mean personnel of the Company who are
members of the Core Management Team excluding Board of Directors (whole time
Directors and part time Directors). This would comprise all members of management
one level below the Executive Directors including all functional
Directors. The code is framed in terms
of clause 49 of the Listing Agreement with the Stock Exchange. All suspected violations of this code are
subject to investigation by the Board.
3. In
this code wherever the word “Management” appears it will also include Senior
Management Personnel to the extent applicable.
4. With
a view to maintain high standards that the Company requires, the following Code
of Conduct should be observed in all activities of the Management.
They
shall act in accordance with the highest standards of personal and professional
honesty, integrity, fairness and ethical conduct while working and representing
the Company avoiding actual or apparent conflicts of interests in personal and
professional relationships without allowing independent Judgement
to be subordinated and fulfill the fiduciary obligations and not engage in any
activity which is prejudicial to the interest of the Company. They shall maintain the confidentiality of
all the details about the Company. They
shall declare change in their employment, other Board position, committee membership immediately from the date of change.
5. Shall
avoid having any personal interest in contracts awarded by the Company or avoid
relationship with a contractor or supplier that could compromise the ability to
transact business on a professional, impartial and competitive business or influence
decisions. Shall avoid conducting
business with a relative or with Private Company in which the relative is a
member or a Public Limited Company in which a relative holds 2% or more shares
or voting right or with a firm in which a relative is a partner. “Relative” shall mean relative as defined in
Sec.2 (41) and Sec.6 read with schedule 1A of the Companies Act, 1956. If such related party transaction will be
unavoidable it must be disclosed to the Board of the Company.
6. Disclose
shareholding in the Company and the changes thereof.
7. Disclose
relationships with other business or conflicts of interests which may interfere
with their ability to perform their function.
The Management expressly prohibited from improper use of
information/property or taking improper advantage of their position.
8. Must
disclose potential conflicts of interests regarding any matters concerning the
Company. A conflict of interest may
occur when:
a. Personal interest is adverse to the
interest of the Company.
b. Relative receives improper personal
benefits as a result of position.
c. Shall not participate in any decision
making process in which they have direct/indirect interest.
9. Gifts
given or received should be appropriate to the circumstances and should never
be of a kind that could create an appearance of impropriety.
10. Abide
by ethical business conduct, uphold the moral standard in day to day
activities, comply with all applicable laws. Follow highest standards of personal and
professional integrity, honesty and ethical conduct while working.
11. In the
event of apprehending conflict of interest, the relevant facts shall be
disclosed in writing to
A.
Chairman of the Board in case
of Directors and
B. Managing Director in case of Senior Management
Personnel –
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For directions in the matter.
12. Shall
not explore for their own personal gain, opportunities that are discovered
through Company, business, position unless the opportunity is disclosed in
writing to the Company Chairman of the Board or the Managing Director as the
case may be.
13. Shall
not derive benefit from the access to and possession of information about the
company, not in public domain and therefore constituting insider
information. The Management shall make
disclosures of
a. Trading in the shares of the company in
terms of “The Andhra Petrochemicals Limited Code of Conduct for prohibition of
Insider Trading” (effective
b. Transactions
having personal interest.
c. Related party transactions to be
disclosed under code for prevention of insider trading of SEBI.
14. The
Management shall maintain confidentiality of information of the Company except
when disclosure is legally mandated.
15. Code
shall come into force with effect from the 21st day of January,
2006.
16. Respect
the confidentiality of information acquired in the course of work except when
legally obligated to disclose.
17. In
terms of clause 49 of the Listing Agreement, Management personnel shall within 30 days of close of every Financial
Year (i.e., by 30th April) affirm compliance with the code to the
Compliance Officer (Company Secretary).
The Annual Report of the Company shall contain a declaration to this
effect signed by the Chairman.
18. The
provisions of this code can be amended by the Board of Directors from time to
time.
19. This
code is intended as a source of guiding principle since no code can anticipate
every situation that may arise.
20. Company
is arranging to have website arrangement for incorporating ‘Code of Conduct’
Policy.