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HBL Power Systems Ltd.,
CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL

4. Key Requirements:

The Board Members and Senior Management Personnel must act within the authority conferred upon them and in the best interests of the company and observe the following code of conduct:

  • Shall act in accordance with the highest standard of honesty, integrity, fairness and ethical conduct while working for the Company as well as representing the Company without allowing their independent judgment to be subordinated and fulfill the fiduciary obligations.
     

  • Shall not involve themselves in making any decision on a subject matter in which a conflict of interest arises or could arise, between the personal interest and the interest of the Company. In the event of apprehending such conflict of interest, the relevant facts shall be disclosed in writing explaining the circumstances that create or could create the conflicts of interest to:
    All whole---time Directors of the Company

    - Board of Directors in case of Directors (whole-time) and

    - Chairman in case of Senior Management Personnel for further directions in the matter.

     

  • 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 .
     

  • Shall avoid having any personal financial interest in works or contract awarded by the Company
     

  • Shall avoid any relationship with a contractor or supplier that could compromise the ability to transact business on a professional, impartial and competitive basis or influence decision to be made by the Company.
     

  • Shall not hold any positions or jobs or engage in any outside businesses or have interests that adversely affect the performance of duty. Whole- time Directors and Senior Management Personnel are expected to devote their full attention to the business interest of the Company.
     

  • Shall not exploit for their own personal gain, opportunities that are discovered through company's business, information or position, unless the opportunity is disclosed fully in writing to the Company's Board of Directors and Chairman as the case may be .
     

  • Shall comply with all applicable laws, Company, Government and CVC Rules and Regulations in general and with respect to accepting proffering gifts, donations and hospitality and any violation thereon may make them personally liable. The Company for violation of provisions of law may subject directors and Senior Management Personnel to disciplinary action .
     

  • Shall not serve as a Director of any other Company or as a partner of any firm that competes with the Company's business. Whole Time Directors and Senior Management Personnel shall obtain approval of the Chairman prior to accepting such Directorship or Partnership.
     

  • 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, which is not in public domain and therefore constitute insider information. The Board Members and Senior Management Personnel shall make timely disclosures of.

    - Trading in the shares of the Company,
    - Transactions having personal interest, and
    - Related party transactions
     

  • Any information concerning the Company's business, its customers, suppliers etc, which is not in the public domain and to which the Board Members and Senior Management Personnel has access or possesses such information, must be considered confidential and held in confidence, unless authorized to do so, and when disclosure is required as a matter of law. No Board Members and Senior Management Personnel shall provide any information either formally or informally, to the press or any other publicity media, unless specifically authorized.
     

  • Shall protect the Company's assets, labour and information and may not use these for personal use, unless authorized to do so.

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