Code Of Conduct For Directors & Senior Management Of Raj Agro Mills Limited
The members of the Board of Directors of Raj Agro Mills Limited acknowledge and accept the scope and extent of their duties as Directors. They have a responsibility to carry out their duties in an honest and businesslike manner and within the scope of their authority, as set forth in the laws of India as well as in the Memorandum and Articles of Association of the Company. They are entrusted with and are responsible for the oversight of the assets and business affairs of Raj Agro Mills Limited in an honest, fair, diligent and ethical manner. As Directors, they must act within the bounds of the authority conferred upon them and with the duty to make and enact informed decisions and policies in the best interests of the Company. The Board of Directors has adopted the following Code of Conduct and the Directors and senior managers are expected to adhere to the standards of care, loyalty, good faith and the avoidance of conflicts of interest that follow.
The members of the Board of Directors of Raj Agro Mills Limited acknowledge and accept the scope and extent of their duties as Directors. They have a responsibility to carry out their duties in an honest and businesslike manner and within the scope of their authority, as set forth in the laws of India as well as in the Memorandum and Articles of Association of the Company. They are entrusted with and are responsible for the oversight of the assets and business affairs of Raj Agro Mills Limited in an honest, fair, diligent and ethical manner. As Directors, they must act within the bounds of the authority conferred upon them and with the duty to make and enact informed decisions and policies in the best interests of the Company. The Board of Directors has adopted the following Code of Conduct and the Directors and senior managers are expected to adhere to the standards of care, loyalty, good faith and the avoidance of conflicts of interest that follow.
Code of Conduct Board Members and senior
managers will:
► act
in the best interests of, and fulfill their fiduciary obligations to the
Company;
► act
honestly, fairly, ethically and with integrity;
► conduct themselves in a professional, courteous and
respectful manner and not take improper advantage of their position;
► deal
fairly with all stakeholders;
► comply
with all applicable laws, rules and regulations;
► act in good faith, responsibly, with due care, competence and
diligence, without allowing their independent judgment to be subordinated;
► not
use the Company’s property or position for personal gain;
► not accept from or give to stakeholders gifts or other
benefits not customary in normal social intercourse;
► not use any information or opportunity received by them in
their capacity as Directors or senior management in a manner that would be
detrimental to the Company’s interests;
► act
in a manner to enhance and maintain the reputation of the Company;
► disclose any personal interest that they may have regarding
any matters that may come before the Board and abstain from discussion, voting
or otherwise influencing a decision on any matter in which the concerned
Director has or may have such an interest;
► abstain from discussion, voting or otherwise influencing a
decision on any matters that may come before the board in which they may have a
conflict or potential conflict of interest; 1
► respect the confidentiality of information relating to the
affairs of the Company acquired in the course of their service as Directors or
senior management, except when authorized or legally required to disclose such
information;
► not use confidential information acquired in the course of
their service as Directors or senior management for their personal advantage or
for the advantage of any other entity;
► help create and maintain a culture of high ethical standards
and commitment to compliance;
A Director or senior manager
who has concerns regarding compliance with this Code should raise those
concerns with the Chairman of the Board and the Chairman of the Audit
Committee, who will determine what actions shall be taken to deal with the
concern. In the extremely unlikely event that a waiver of this Code for a
Director would be in the best interest of the Company, it must be approved by
the Audit Committee and the Board of Directors.
For this purpose “senior
management” shall mean members of management one level below the executive
directors and shall include all functional heads.
Directors and senior managers
will annually sign a confirmation that they have read, have complied with and
will continue to comply with this Code.
Adopted by the Board of
Directors of Raj Agro Mills Limited
1. There may be situations in
which a Director would be in breach of his duty of confidentiality to another
entity were he to disclose a conflict of interest to the Board of the Company.
In such a situation, it shall be sufficient for the Director concerned to
abstain from any participation in the matter concerned, without disclosing the
nature of the conflict.