Corporate Governance 08-09
CNI RESEARCH LIMITED [“CNI”] Code of Conduct CHAIRMAN’S MESSAGE Values encapsulate the spirit of CNI and form the essence of CNI. These values guide us through challenging situations and moral dilemmas by defining norms of right and wrong action. They are the cornerstone of our principles. As Board members and senior employees of CNI, you are the manifestation of our Values. By joining this organization, you have joined a movement and we are honored to have you with us as custodians of our Value System. You have a duty to make decisions and implement policies in the best interest of the Company and its stakeholders. In an attempt to facilitate your decision and subsequent action, we have defined some guidelines in critical areas such as conflict of interest, confidentiality, insider trading etc. These guidelines serve two main purposes. First, they assist you in making the right decision, during daily execution of your duties. Second, it helps create confidence in the minds of our customers, investors, suppliers and society at large with respect to our integrity and sincerity. Chairman CNI CORPORATION LIMITED [“CNI”] Code of Conduct INTRODUCTION This Code of Conduct helps ensure compliance with our standards of business conduct and ethics. 1.0 Title This Code of Conduct may be called as CNI’s – Code of Conduct (hereinafter referred to as “this code of conduct”). 2.0 Authority This code of conduct has been laid down by the Board of Directors of the Company as a testimony of the Company’s commitment to adhere to the standards of loyalty, honesty, integrity and the avoidance of conflicts of interest. 3.0 Applicability This code of conduct is applicable to all the Board Members and senior management of the Company. The Senior Management of the Company means personnel of its core management team excluding Board of Directors. Senior management shall comprise of all members of the management one level below the executive directors, including functional heads. 4.0 Definitions 4.1 “Company” means CNI Research Ltd. 4.2 “Director” means a member of the Board of Directors of the Company. 4.3 “Senior Employees” mean all members of the management one level below the executive directors, including functional heads. 5.0 Code of Conduct 5.1 Conflict of Interest The term ‘conflict of interest’ relates to situations in which financial or personal consideration may compromise, or have the appearance of compromising our judgment of professional duties. A conflict of interest exists when the interests or benefits of a Director, Senior Employee, or employee conflicts with the interests or benefits of the Company. A conflict of interest may exist when a Director, Senior Employee, employee is involved in an activity or has a personal (direct or indirect, by himself or through any relative) interest that in the opinion of the Company interferes with their responsibility of performing duties effectively and objectively. Some of the situations where conflict of interest may arise are: - (a) accepting simultaneous employment with a Company supplier, customer, developer or competitor, or taking part in any activity that enhances or supports a competitor's position. (b) to serve as a director of any company that competes with the Company. (c) investing in a Company customer, supplier, developer or competitor that may compromise with their responsibilities to the Company. (d) Conducting Company business with a relative, or with a business in which a relative is associated in any significant role. Relatives include the following: - Spouse, Father, Mother, Sons, Son's Wife, Daughters, Father's father, Father's Mother, Mother's Father, Mother's Mother, Son's son, Son's Son's wife, Son's Daughter, Son's Daughter's Husband, Daughter's son, Daughter's Son's wife, Daughter's Daughter, Daughter's Daughter's Husband, Brother (including step brother), Brother's Wife, Sister (including Step-Sister), Sister's Husband, Member's of HUF. (e) any consulting or employment relationship with any supplier, customer, business associate or competitor of the Company. (f) receipt of improper personal benefits by a employee or his family as a result of one's position in the Company. (g) receipt of non-nominal gifts or excessive entertainment from any person/company with which the Company has current or prospective business dealings. The above list is not exhaustive. There can be other situations where conflict of interest may arise. Any activity or personal (direct or indirect) interest of the Director, employee, including those of the Director’s and employee's relatives, that leads to or can lead to a conflict of interest, is hereby prohibited. 5.2 Policy on Business Relationships CNI will procure and conduct business legally and ethically. The quality of our products and the efficiency of our services at competitive prices is our prime means for marketing our business. Profits do not justify unfair or unethical business tactics. We should uphold the highest standards of integrity in all third party dealings. CNI and its Director, Senior Employee, employee, shall neither receive nor offer or make, directly or indirectly, any illegal payments, remuneration, gifts, donations or comparable benefits that are intended to, or perceived to obtain business or uncompetitive favors for the conduct of its business. However, CNI and its Director, Senior Employee, employee, may accept and offer nominal gifts which are customarily given and are of commemorative nature for special events. 5.3 Honest and Ethical Conduct All Directors, Senior Employees, employees, shall act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct not only within the Company's premises and offsite but also at Company sponsored business, social events as well as at any place or event where they represent the Company. Their conduct shall conform to the best-accepted professional standards of conduct and shall be free from fraud and deception. 5.4 Corporate Opportunities All Directors, Senior Employees, employees are expressly prohibited from exploiting for their own personal gain, opportunities that are discovered through the use of Company’s property, information or their position in the Company. They are also prohibited from competing directly with the business of the Company or with any business that the Company is considering. If the Company finally decides not to pursue an opportunity that relates to the Company's business activity, the Director, Senior Employee, employee may pursue such activity only after disclosing the same to the Board of Directors. 5.5 Confidentiality All Directors, Senior Employees, employees shall safeguard the Company’s confidential information and also that of any customer, supplier or business associate of the Company as part of their duties to maintain confidentiality, except when disclosure is authorized or legally mandated. They shall not use any confidential information for their own personal advantage or benefit. All confidential information shall be used for Company’s business purposes only. 5.6 Fair Dealing All Directors, Senior Employees, employees shall deal fairly with customers, suppliers, competitors, and employees of group companies. They shall not take unfair advantage of anyone through manipulation, concealment, abuse of confidential, proprietary or trade secret information, misrepresentation of material facts, or any other unfair dealing-practices. 5.7 Use and protection of Company’s Assets It is the duty of every employee, and Directors to protect the Company’s assets. Care should be taken to ensure that assets of the Company are not misappropriated, loaned to others, sold or donated without appropriate authorization. All the Company employees as well as Directors are responsible for the proper use of the Company’s assets and must safeguard such assets against loss, damage, misuse or theft. Any employee who violates any aspect of this policy or who exhibits poor judgment in the manner in which they use Company’s assets may be subject to disciplinary action, up to and including termination of employment or business relationship at the Company’s sole discretion. The assets of the Company are to be used strictly and only for business purposes. 5.8 Compliance with laws, rules and regulations All Directors, employees must comply with all the applicable statutes, laws, rules, regulations, notification and regulatory orders. Any Director, officer or employee who is unfamiliar or uncertain about the legal rules involving Company business conducted by him should consult the Legal Department of the Company before taking any action that may compromise the Company or that individual. 5.9 Policy against Insider Trading Insider trading is prohibited by both the law as well as by the CNI’s policy. Insider trading generally involves the act of subscribing or buying or selling of CNI’s securities, when in the possession of Unpublished Price Sensitive Information about CNI. It also involves disclosing any Unpublished Price Sensitive Information about CNI to others who could subscribe, buy or sell CNI’s securities. ”Price sensitive information” means information, which relates directly or indirectly to a Company and which if published is likely to materially affect the price of the securities of the Company. It should be noted that positive and negative information could be price sensitive. Employees should adhere to the Insider Trading Code at all times. Violation of the Insider Trading Code can result in termination of services and even commencement of appropriate criminal and civil proceedings. 5.10 Advertisement Policy CNI acknowledges that advertising is an essential instrument for effective brand building and communicating with consumers. In accordance with CNI philosophy, it is necessary to ensure that all advertisements of CNI’s products and services are done ethically and in a legitimate manner. Advertising must not misrepresent or be likely to mislead the consumer as to the character, quantity, composition or quality of the product advertised. 5.11 Environment, Health and Safety policy We believe that all the employees in CNI are environment conscious and contribute to preserving nature as well as keeping our work areas safe and danger free. All of us are responsible for conducting safe and environmentally sound operations. This is basically, in our own interest and in our and other’s quality of life. The employees should, therefore, take necessary measures over and above legal requirements to keep the environment healthy. For e.g. paper consumption, food/water/electricity wastage, cleanliness, protection of plant life etc. 6.0 Waivers Any waiver of any provision of this Code of Conduct for a member of the Company’s Board of Directors or an employee must be approved in writing by the Company’s Board of Directors. 7.0 Breach of the Code of Conduct The Board of Directors or any Committee designated by the Board for this purpose shall determine appropriate action in response to a breach of this Code of Conduct. 8.0 Acknowledgement of receipt of Code of conduct All the persons to whom the Code is applicable shall acknowledge the receipt of this code in the acknowledge form as at Annexure I indicating that they have received, read, understood and agreed to comply with the code. The format can also be downloaded from the Companies Website. The duly signed acknowledge form shall be forwarded to the compliance officer. 9.0 Affirmation of compliances & Annual Disclosure In terms of clause 49 of the Listing Agreement, all the Board members and senior management personnel shall affirm Compliances of the Code initially at coming into the effect of this Code. Thereafter, the Compliances as aforesaid shall be affirmed annually. The initial / annual affirmation of compliance form is at Annexure II. The Format can be downloaded from the Companies Website. 10.0 Annual Compliance Reporting The Annual Report of the Company shall contain a declaration to this effect signed by the CEO. 11.0 Miscellaneous This policy and procedure will be continuously reviewed and updated and hence this Code of Conduct is subject to modification.
Posted By : Admin / Posted On: Apr-09,2009 / Categories : Corporate Governance