Nuchem is committed towards excellence in corporate governance and has adopted Code of Conduct for Board Members & Senior Management of the Company. This in full compliance with the guidelines issued by Securities & Exchange Board of India.
1.DEFINITIONS
“Board Member” shall mean a Director of the Company.
“The Company” shall mean Nuchem Limited.
“Senior Management” shall mean personnel of the Company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management one level below the Executive Directors, including all functional heads.
2.PURPOSE
The prime purpose of the Code of Conduct is to create an environment where all the Board Members & Senior Management of the Company maintain an ethical standard and comply with the ethical standard that is laid down. This code of conduct will act as guideline to all to :
* Promote honest and ethical conduct.
* Maintain a corporate climate in which the integrity and dignity of each individual is valued and promoted.
* Assure compliance with laws, rules and regulations that govern the Company's business activities; and
* Assure the proper use of the Company’s assets.
This Code does not specifically address every potential form of unacceptable conduct, and it is expected that the Board Member and Senior Management of the Company will exercise good judgment in compliance with the principles set out in this Code. The Board Members & Senior Management of the Company have a duty to avoid any situation that would violate the letter or spirit of this Code.
3.HONEST AND ETHICAL CONDUCT
Board Members and Senior Management of the Company shall act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct and their conduct is expected to be in the best interest of the Company.
4.CONFLICTS OF INTEREST
Generally, a conflict exists when the personal interests or activities of a Board Member or Senior Management of the Company may influence the exercise of his or her independent judgment in the performance of one or more duties to the Company. Even the appearance of a conflict of interest may be as damaging as an actual conflict and should be avoided.
The Board Members & Senior Management of the Company shall not enter into any transaction or engage in any practice, directly or indirectly, that would tend to influence him or her to act in any manner other than in the best interest of the Company.
5.CORPORATE OPPORTUNITIES
Board Members and Senior Management of the Company shall refrain from:
(a)Using for themselves personally, opportunities discovered through the use of Company's property, information or position,
(b)Engaging in any activity which competes directly with the business of the Company or with any business that the Company is considering.
(c)Using Company's property, information or position for personal gain.
6.CONFIDENTIALITY
Board Members and Senior Management of the Company shall maintain confidentiality of information entrusted to them by the Company or its customers, suppliers and business associates except when authorized or legally mandatory.
7. PROPER USE OF COMPANY ASSETS
While using the assets/money or any property of the Company, the Board Members and Senior Management of the Company shall be quite prudent and use them only for legitimate business purpose of the Company.
8.COMMITMENT TO SET UP NEW BENCH-MARKS FOR IMPROVEMENT OF PERFORMANCE
Board members and Senior Management of the Company shall remain committed towards setting up of new bench-marks of performance with an aim to further improve overall performance of the Company in terms of profitability and such other criteria of enhancing shareholders' value to the Company.
9.SYSTEMS ORIENTED APPROACH AND COMPLIANCE WITH SYSTEMS AND PROCEDURES OF THE COMPANY
Board members and Senior Management of the Company are expected to adopt a system oriented approach for the business of the Company. They shall ensure due compliance of the systems and procedures specifically laid down by the Company and wherever such systems and procedures have not been so laid down, in such cases also the persons concerned will adopt a reasonable operative system and procedure so as to fully safeguard the interest of the Company.
10. COMPLIANCE WITH GOVERNMENTAL LAWS, RULES AND REGULATIONS
Board members and Senior Management of the Company must comply with all applicable governmental laws, rules and regulations. They must acquire appropriate knowledge of the legal requirements relating to their duties sufficient to enable them to recognize potential dangers, and to know when to seek advice from the legal department. Violations of applicable governmental laws, rules and regulations may subject them to individual criminal or civil liability, as well as to disciplinary action by the Company. Such individual violations may also subject the Company to civil or criminal liability or the loss of business.
11.COMPLIANCE WITH CODE OF CONDUCT
The Board Members and Senior Management of the Company are expected to comply with this Code of Conduct in its letter and spirit. Non-compliance will make individual out-caste from value system and also attract disciplinary action as may be decided by the Board.
