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CODE OF CONDUCT
FOR
DIRECTORS AND SENIOR MANAGEMENT EXECUTIVES
Philosophy
It has been long pursued policy and commitment of Hindustan
Motors (HM) to adhere to highest standards of integrity –
professional and financial – and business ethics in the
operation of its business. We believe that this organisation has
been handed to us by the various stakeholders in "trust” and we
as professional managers are the "trustees" of those
stakeholders. It is therefore our responsibility to ensure that
the organisation is managed in a manner that protects and
furthers the interests of our stakeholders.
Applicability
The Code of Conduct shall apply to:
1) all Directors of the Company, whether executive or
non-executive including nominee directors;
2) all executives of the Company from the rank of General
Manager and above.
3) all executives of the Company, reporting directly to the
Managing Director irrespective of their grade.
The Code
All Directors and Senior Management Executives:
I. Conflict of Interest:
A) shall avoid situations in which their personal interest could
conflict with that of the Company.
B) shall disclose to the appropriate authority/body all cases of
Conflict of Interest or potential Conflict of Interest between
the person and the Company.
C) shall neither directly or indirectly, give any official
favors for personal purposes nor spend any money of the Company
for personal purposes.
II. Confidentiality/Publicity
D) shall respect the confidentiality of data made available to
them from time to time. Such respect for confidentiality shall
also continue after such person ceases to hold office as
Director or serve the organization.
E) shall not give any statement detrimental to the interest of
the Company to the press or any other form of media.
III. Legal Compliance
F) shall adhere to the Insider Trading Code of the Company.
G) shall take every reasonable step to ensure adherence to the
laws of the land.
IV. Gender Friendly Environment
H) shall help promote equality of gender, class and caste in so
far as the same relates to the activities of the Company.
I) shall encourage women employees to report any harassment
concerns and be responsive to any complaints of harassment or
other unwelcome and offensive conduct.
V. Social Responsibility:
J) shall in their decisions respect the necessity of protecting
the environment consistently with the need of sustainable
development.
VI. Cost Consciousness:
K) shall exercise their responsibilities with utmost cost
consciousness within the organization and shall promote the
same.
L) shall not use any facility of the Company for their personal
use except when such facility has been provided for personal use
by policy or specific permission.
VII. Transparency and Accountability:
M) shall be transparent in all their dealings except in cases
where the needs of business security dictate otherwise and shall
hold themselves accountable to the appropriate authority/body.
VIII. Dealings with People in the Organization:
N) shall practice and encourage the spirit of productive debate
and discussion among the employees and with the Board as the
situation may warrant.
O) shall not show disrespect to their superior officers or to
the authority of the Board.
P) shall not engage in misinformation, disinformation or
personal vilification or victimisation of any employee or
stakeholder.
Q) shall uphold the values of trust, teamwork, mutuality and
collaboration, meritocracy, objectivity, self-respect and human
dignity.
IX. Relationship with Suppliers and Customers:
R) shall never compromise with the interest of the company in
all their dealings with suppliers and customers.
S) shall not accept gifts and presents of more than Rs.1000/- or
receive gratuitous or other payments or treatments from
suppliers or customers which could lead to compromising the
Company’s interests.
X. General:
T) shall at all times make an endeavor to attend such meetings
/occasions including Board and Committee meetings as are
required of the person for the benefit, growth and development
of the Company.
U) shall dedicate sufficient time, energy and attention to the
Company to ensure diligent performance and be aware of and seek
to fulfill his or her duties and responsibilities as set forth
in the Company’s Memorandum & Articles of Association and
Corporate Governance Guidelines.
V) shall not use abusive or offensive language at the workplace
or any such location connected to official business.
W) shall not illegally withhold any property or documents of the
Company and should ensure protection of the same at all times.
X) shall not knowingly suppress a material fact, which can be
detrimental to the interest of the Company, from the appropriate
authority/body.
Y) shall not make any statement, verify any return or form,
containing any particulars, knowing it to be false.
Z) shall practice a conduct of giving highest respect to humans
and human values and must promote the same.
This code of conduct shall also be placed on the website of the
Company.
For employees of the Company ‘appropriate authority’ means the
designated reporting authority of the executive, or the Managing
Director of the Company if he is the designated reporting
authority of the executive concerned. In case of members of the
board, the appropriate authority shall be the Board of Directors
and in exceptional cases, the Chairman of the Board.
NO RIGHTS CREATED
This Directors’ Code set forth guidelines for conduct for the
Board of Directors and Senior Management Executives. It is not
intended to nor does it create any right in favour of any
Director or Senior Management Executive, client, supplier,
customer, shareholder, or any other person or entity.
Waiver
Any waiver of any provision of this Code of Conduct for a
director, senior management executive must be placed for
approval before the Board of Directors.
By order of the Board |
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