ASSAM COMPANY INDIA LIMITED
CODE OF PROFESSIONAL CONDUCT AND ETHICS
BOARD OF DIRECTORS AND SENIOR MANAGEMENT:
All Directors and Senior Management must act within the bounds of the authority conferred upon them and with a duty to make and enact informed decisions and policies in the best interests of the company and its shareholders/stakeholders.
With a view to maintain the high standards that the company requires, the following rules/codes of conduct should be observed in all activities of the board. The Company appoints the Company Secretary as a compliance officer for the purposes of the code, who will be available to directors and senior management to answer questions and to help them comply with the code.
PART “A” - CODE OF CONDUCT FOR DIRECTORS:
The directors of Assam Company Limited (“Company”) adopt this Code of Conduct (the “Directors’ Code”) to assist directors in fulfilling their duties to the Company. The directors are entrusted with responsibility to oversee management of the business and affairs of the Company. As the Company’s policy-makers, the directors set the standard of conduct for all directors, officers and employees.
Assam Company Limited has a long-standing commitment to compliance with applicable laws and regulations and to operating in accordance with the highest standards of business conduct. In many instances, the Directors’ Code’s guidelines and standards go beyond the requirements of applicable law.
GUIDELINES FOR CONDUCT
Each director should seek to use due care in the performance of his/her duties, be loyal to the Company and act in good faith and in a manner the director reasonably believes to be in or not opposed to the best interests of the Company. A director should:
- use reasonable efforts to attend Board and committee meetings regularly;
- dedicate sufficient time, energy and attention to the Company to ensure diligent performance of his/her duties, including preparing for meetings and decision-making by reviewing in advance any materials distributed and making reasonable inquiries;
- be aware of and seek to fulfill his or her duties and responsibilities as set forth in the Company’s Memorandum of Association, Articles of Association and Corporate Governance guidelines; and
- seek to comply with all applicable laws, regulations, confidentiality obligations and Corporate Policies.
CORPORATE BUSINESS OPPORTUNITIES
Except as described elsewhere herein, a director may engage in business so long as he/she does not pre-empt or seize a corporate business opportunity. A corporate business opportunity is (1) an opportunity in the Company’s line of business or proposed expansion or diversification, (2) which the Company is financially able to undertake and (3) which may be of interest to the Company. A director who learns of such a corporate business opportunity and who wishes to participate in it should disclose the opportunity to the Board of Directors. If the Board of Directors determines that the Company does not have an actual or expected interest in the opportunity, then, and only then, may the director participate in it, provided that the director has not wrongfully utilized the Company's resources in order to acquire the opportunity.
CONFLICTS OF INTEREST
Directors are expected to dedicate their best efforts to advancing the Company's interests and to make decisions that affect the Company based on the Company's best interests and independent of outside influences.
A conflict of interest occurs when one’s private interests interfere in any way, or even appear to interfere, with the interests of the Company. A conflict situation can arise when a director takes actions or has interests that make it difficult to perform his/her duties for the Company objectively and effectively. A director’s obligation to conduct the Company's business in an honest and ethical manner includes the ethical handling of actual or apparent conflicts of interest between personal and business relationships.
Following are some common examples that illustrate actual or potential conflicts of interest:
- Owning an interest in a company that competes with or does business with Assam Company Limited;
- Participating in a joint venture, partnership or other business arrangement with the Company; and
- Employment with or serving as a director of a competitor, customer or supplier of the Company.
A director who has an actual or potential conflict of interest, including any of the situations described above, must disclose to the Board (1) the existence and nature of the actual or potential conflict of interest and (2) all facts known to him/her regarding the transaction that may be material to a judgment about whether to proceed with the transaction. The director may proceed with the transaction only after receiving approval from the Board.
A director may not obtain any loan from the Company.
GIFTS AND ENTERTAINMENT
When acting on behalf of Assam Company Limited, directors should never request gifts, entertainment or any other business courtesies from people doing business with the Company (including suppliers, customers, competitors, contractors and consultants).
Unsolicited gifts are permissible if they are customary and commonly accepted business courtesies; not excessive in value; and given and accepted without an express or implied understanding that the director is in any way obligated by acceptance of the gift. Gifts with a value of over Rs. 10,000/- should only be accepted with the approval of the Audit Committee. Meals in the ordinary course of business and infrequent meals and entertainment, such as cultural or sporting events, that are attended by both the director and the donee are not considered gifts.
Gifts of cash or cash equivalents (including gift certificates, securities, below-market loans, etc.) in any amount are prohibited.
Directors have a responsibility to safeguard and properly use Company assets and resources, as well as assets of other organizations that have been entrusted to the Company. Except as specifically authorized, Company assets, including Company equipment, materials, resources and proprietary information, must be used for Company business purposes only.
Directors shall maintain the confidentiality of information entrusted to them by the Company. The Company’s confidential and proprietary information shall not be inappropriately disclosed or used for the personal gain or advantage of the director or anyone other than the Company.
Directors should endeavor to deal fairly with the Company’s Customers, Suppliers, Competitors and Employees and should never take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.
COMPLIANCE WITH LAWS AND REGULATIONS
The Company is committed to compliance with those acts, rules and regulations that govern the conduct of our business.
It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, the Securities and Exchange Board of India, the Stock Exchange, Registrar of Companies and in all other public communications made by the Company. Directors must abide by applicable Company policies and procedures designed to promote compliance with this policy.
Directors are prohibited by Company policy and the law from buying or selling securities of the Company when in possession of material Unpublished Price Sensitive Information. Passing such information on to someone who may buy or sell securities (tipping) is also illegal. The prohibition applies to Companies securities and to securities of other companies if you learn material Unpublished Price Sensitive Information about other companies, such as the Company’s customers or suppliers, in the course of duties for the Company. Directors are subject to additional requirements relating to reporting and effecting transactions in Company securities for which the Company has already adopted a Code oif Conduct for Prevention of Insider Trading.
While the Company competes vigorously and creatively in its business activities, its efforts in the marketplace must be conducted in accordance with all applicable Competition Act and Regulations. Directors should not engage in any activity in violation of applicable Competition Act.
The Company conducts its international business activities in compliance with applicable Anti-Corruption Act of the India and the laws of all other countries in which the Company conducts business. The Anti-Corruption Act prohibits the Company and its officers, employees and agents from giving or offering to give money or anything of value to a foreign official, a foreign political party, a party official or a candidate for political office in order to influence official acts or decisions of that person or entity, to obtain or retain business, or to secure any improper advantage. Directors should not engage in any activity that might involve the Company in a violation of the Anti-Corruption Act.
Interacting With Government
The various branches and levels of government have different laws restricting gifts, including meals, entertainment, transportation and lodging, that may be provided to Government Officials and Government Employees. Directors should not offer to or pay for meals, travel, lodging or any other expenses for Government Officials in connection with the Company or Company business without first consulting with the Legal Counsel.
The Company will not make political contributions from corporate resources to any political party, candidate or holder of public office, or political committee in violation of section 293A of the Companies Act, 1956. This includes monetary contributions as well as in-kind contributions (such as the use of corporate property, personnel services or facilities).
Directors may not cause the Company to make contribution to any political party or for any political contribution without the prior approval of the Board. Company directors must comply with applicable laws and Company policy with respect to causing the Company to make political contributions. Directors may not make personal political contributions on behalf of, or in the name of, the Company. Directors will not be reimbursed or otherwise compensated for any personal political contribution.
Suspected violations of this Code must be reported to the Chairman of the Board or the Chairman of the Audit Committee. All reported violations will be appropriately investigated. Directors who violate this Code may be subject to sanctions, up to and including a request to resign as Director or the Board’s seeking removal of the Director, where permitted by applicable law.
A director charged with a violation of this Directors’ Code should not participate in a vote of the Committee or the Board concerning his/her alleged violation, but may be present at a meeting of the Board or Committee convened for that purpose.
Any waiver of this Directors’ Code must be approved by the Board of Directors and publicly disclosed as required by law or regulation.
NO RIGHTS CREATED
This Directors' Code sets forth guidelines for conduct for the Board of Directors. It is not intended to and does not create any rights in any director, officer, employee, client, supplier, competitor, shareholder or any other person or entity.
PART “B” – CODE OF CONDUCT FOR SENIOR MANAGEMENT:
Assam Company Limited is a professionally managed organization. We recognise society as an important stakeholder in this enterprise and, therefore, it is part of our responsibility to practice good corporate citizenship.
Conflict of Interest:
All Company employees must avoid situations in which their personal interest could conflict with the interest of the Company. This is an area in which it is not possible to provide comprehensive guidance but the guiding principle is that any conflict or potential conflict must be disclosed to higher management for guidance and appropriate action.
Transparency and Auditability:
All Company employees shall ensure that their actions in the conduct of business are totally transparent except where the needs of business security dictate otherwise. All managers shall voluntarily ensure that their areas of operation are open to audit and the conduct of their activities is totally auditable.
Dealings with People in the Organisation:
In dealing with each other, employees will uphold the values which are the core of our HR Philosophy – trust, teamwork, mutuality and collaboration, meritocracy, objectivity, self respect and human dignity. In areas such as selection and recruitment, meritocracy will be the only criterion and all managers will scrupulously avoid considerations other than merit and suitability.
A Gender Friendly Workplace:
The Company is committed to a gender friendly workplace. This is in order to enhance equal opportunities for man and women; to prevent/stop/redress sexual harassment at the workplace and to guarantee good employment practices.
Sexual harassment includes unwelcome sexually determined behaviour such as:
Unwelcome physical contact; a demand or request for sexual favours; sexually coloured remarks; showing pornography and any other unwelcome physical, verbal or non-verbal conduct of a sexual nature.
The Company maintains an open door for reportees; encourages employees to report any harassment concerns and is responsive to employees complaints about harassment or other unwelcome and offensive conduct.
The Company demands, demonstrates and promotes professional behaviour and respectful treatment of all employees.
Relationship with Suppliers and Customers:
All Company employees will ensure that in their dealings with suppliers and customers, the Company’s interests are never compromised. Accepting gifts and presents of more than a nominal value, gratuitous payments and other payments from suppliers or customers will be viewed as a serious breach of discipline as this could lead to compromising the Company’s interests.
No employee shall disclose or use any confidential information gained in the course of employment with the Company for personal or for the advantage of any other person. No employee shall provide any information either formally or informally to the press or to any other publicity media unless specifically authorized to do so.
No employee shall misuse Company facilities. Except where such facilities have been provided for personal use either by policy or specific permission, no employee shall use Company facilities for personal use. Even in their use for Company purposes, employees shall exercise care to ensure that costs are reasonable and there is no wastage.
The Company cannot accept practices which are unlawful or may be damaging to its reputation. All Managers and heads of department are supposed to know their responsibilities for compliance of various laws pertaining to their department and its working, should acquaint themselves with the same and ensure compliance.
Health and Safety:
The Company attaches great importance to a healthy environment and to the safety of its employees. Good physical working conditions, high standards of hygiene and housekeeping are essential.
Particular attention should be paid for training of employees to increase safety awareness and adoption of safe working methods.
The Company recognizes management of environmental issues relating to its businesses as a key component and, therefore, accords the highest corporate priority to it. Accordingly the Company expects each Managers to ensure compliance of all environmental requirements and laws relating to their respective activities.
Leading by Example:
It is the Organisation’s senior management that sets the professional tone. Through both their words and their actions – though what they do is more important than what they say – the organisation’s leadership conveys what is acceptable and unacceptable behavior. ACL’s senior management must constantly reinforce through their actions and behavior that our stated beliefs of responsible corporate citizenship are rooted in individual conviction and personal integrity.
Once every year or upon revision of this code, every director and senior management personnel must acknowledge and execute an understanding of the code and an agreement to comply. New directors and new senior management personnel will sign such a deed at the time when their directorship/employment begins.