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The Board of Directors (the "Board") of CIL
(the "Company") has adopted the following Code of Conduct and
Ethics (the "Code") for Directors and the Senior Management.
The Senior Management shall include all Executives in Top
Management Cadre of the Company (hereinafter referred to as
Senior Management in brief). This Code is intended to focus
the Board and Senior Management on areas of ethical risk;
provide guidance to them to help them recognize and deal with
ethical issues; provide mechanisms to report unethical
conduct; and help foster a culture of honesty and
accountability.
Each Director and Senior Management
must comply with the letter and spirit of this Code.
No Code or policy can anticipate every situation that
may arise or replace the thoughtful behavior of an ethical
Director/or employees of the Company. Director s are
encouraged to bring questions about particular circumstances
that may implicate one or more of the provisions of this Code
to attention of the Chairman of the Board and Senior
Management may bring such questions to the attention of
Managing Director/Executive Director.
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Code of Conduct
1.CONFLICT OF
INTEREST
Directors and Senior Management personnel must
avoid any conflicts of interest between themselves and the Company.
Any situation that involves, or may reasonably be expected to
involve, a conflict of interest with the Company, should be
disclosed promptly to the Chairman/ Managing Director/ Executive
Director as stated above.
A "Conflict of interest" can occur
when:
* A Director's / or Senior Management's personal interest
is adverse to - or may appear to be adverse to the interests of the
Company as a whole.
*A Director / Senior Management or a member
of his or her immediate family as defined by the Insider Trading
Regulation of the Company receives improper personal benefits as a
result of his or her position as a Director/ Senior Management of
the Company.
Some of the more common conflicts, which
Directors including Executive Director and Senior Management
Personnel should avoid, are listed below:-
a)Relationship of Company with
third-parties
Production during the year was 33,959 M. T. as
against 34,863 M.T. in the previous year. Sales / Related Income and
Export Sales ((CIF) were Rs.1,997.45 million and Rs. 1,120.78
million respectively as compared to Rs. 2,879.69 million and Rs.
2,045.58 million respectively in the previous year.
b)Compensation from non-Company
sources
Directors/Senior Management may not accept
compensation (in any form) for services performed for the Company
from any source other than the Company.
c)Gifts
Directors/Senior Management may not
offer, give or receive gifts from persons or entities who deal with
CIL in those cases where any such gift is being made in order to
influence the actions or where acceptance of the gifts could create
the appearance of a conflict of interest.
d) Personal use of Company
assets
Directors/Senior Management may not use Company
assets, labor or information for personal use unless approved by the
Chairman or Managing Director/Executive Director as applicable or as
part of compensation or expense reimbursement program available to
Directors/Senior Management.
2.CORPORATE OPPORTUNITIES
Directors/Senior
Management are prohibited from:
a)Taking for themselves or
their companies opportunities that are discovered through the use of
Company property, Company information or position as a
Directors/Senior Management.
b)Using the Company's property or
information for personal gain, or
c) Competing with the Company
for business opportunities. However, if the Company's disinterested
Directors determine that the Company will not pursue an opportunity
that relates to the Company's business, a Director / Senior
Management may then do so.
3.BRIBERY AND CORRUPTION
No Director or
employee of the Company will utilize bribery or corruption in
conducting the Company's business. No director or employee will
offer or provide either directly or indirectly any undue pecuniary
or other advantages for the purpose of obtaining, retaining,
directing or securing any improper business advantage.
4. INSIDER TRADING
All Directors and Senior
Management shall comply with the Insider Trading Regulations as laid
down by SEBI and the Company.
5. USE AND PROTECTION OF ASSETS AND
INFORMATION
The Directors and Senior Management entrusted
with property belonging to the Company are responsible for careful
use, protection, expenditure and administration of such assets.
All employees must pay particular attention to Information
Technology aspects such as data protection and data security.
6. CONFIDENTIALITY
Directors must maintain
the confidentiality of information entrusted to them by the Company
and any other confidential information about the Company that comes
to them, from whatever source, in their capacity as a Director /
Senior Management, except when disclosure is authorized or legally
mandated.
For purposes of this Code "confidential information"
includes all non public information relating to the Company.
7. COMPLIANCE WITH LAWS, RULES AND REGULATIONS;
FAIR DEALING
Director /Senior Management must comply, and
oversee compliance by employees, officers and other directors, with
laws, rules and regulations applicable to the Company, including
insider trading laws.
Directors must deal fairly, and must
oversee fair dealing by employees and officers, with the Company's
customers, suppliers, competitors and employees.
8. ENCOURAGING THE REPORTING OF ANY ILLEGAL OR
UNETHICAL BEHAVIOUR
Director /Senior Management should
promote ethical behavior and take steps to ensure the Company:-
a) Encourages employees to talk to Supervisors, Managers and
other appropriate personnel when in doubt about the best course of
action in a particular situation.
b) Encourages employees to
report violations of laws, rules, regulations or the Company's Code
of Conduct to appropriate personnel.
c) Informs employees that
the Company will not allow retaliation for reports made in good
faith.
9. COMPLIANCE STANDARDS
Directors should
communicate any suspected violations of this Code promptly to the
Chairman of the Audit Committee. Senior Management should
communicate any suspected violation of this code to the Managing
Director/Executive Director who in turn shall communicate it to the
Chairman of the Audit Committee. Violations will be investigated by
the Board or by persons designated by the Board, and appropriate
action will be taken in the event of any violations of the Code.
10. WAIVER OF CODE BUSINESS CONDUCT AND
ETHICS
Any waiver of this Code may be made only by the Board
of Directors and must be promptly disclosed to the Company's
shareholders. |