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A Code of Conduct guides us with a set of principles that reflect the Company’s values and established standards governing the employees ethical behavior. It clearly conveys to each of us that the manner in which we achieve our business results matter, just as much as achieving them.
As per the revised Clause 49 of the Listing Agreement pertaining to Corporate Governance, all listed companies have to evolve and implement a ‘Code of Conduct’ for all members of the Board and Senior Managerial Personnel to ensure best board practices, transparent disclosures and shareholder empowerment which are necessary for creating shareholder value.
The Company has accordingly laid down this Code of Conduct (hereinafter referred to as the “Code”) for its Board of Directors (hereinafter referred to as the “Board”) Senior Managerial Personnel (as hereinafter defined). The “Code” is regularly updated and reissued to ensure its comprehensiveness.
This “Code” is framed to comply with clause 49 of the Listing Agreement (as amended from time to time), entered into with the stock exchanges. Wherever there is any variation between the provisions of the “Code” and the provisions of the Listing Agreement, as amended, the provisions of the Listing Agreement would prevail over the provisions of the “Code”.
The purpose of this “Code” is to ensure better Corporate Governance, effective control and ensure transparency in Company’s management, in the best interests of the shareholders of the Company. As a member of the K I C family, it is important that you read, understand and fully comply with our “Code”. It is your responsibility to bring to the attention of your manager any situation you have reason to believe is in conflict with our “Code“. KIC’s reputation is entrusted to
each of us.
This code of conduct of the Company shall be called “The KICML- Code of Conduct” (hereinafter
referred to as “Code”).
The “Code” shall be applicable to all Executive, Non-Executive and Independent directors, Senior
Managerial Personnel including functional heads.
The “Code” shall be posted on the website of the Company.
The “Code” for Board members and Senior Managerial Personnel of the Company includes the following :
Each Board Member and Senior Managerial Personnel shall observe the highest standards of personnel and professional integrity, honesty and ethical conduct which is free from fraud and deception and which he or she is expected to reflect while working on the company’s premises or working for company’s business anywhere else including company’s sponsored business and social events and/or other place(s) where the Board Member or Senior Managerial Personnel is representing the Company.
In addition to above, Board member should also ensure the following :
Each Board Member and/or Senior Managerial Personnel is expected to avoid clash of his or her personal interest with the interest of the Company or his or her ability to perform his or her duties and responsibilities for the well-being of the Company.
Any information concerning the Company’s business its customers, suppliers, etc. which is not in the public domain and to which the directors or officers has access or possesses such information must be considered confidential and held in confidence unless authorized to do so and when disclosure is required, as a matter of law and shall not be used by him or her for his or her personal gain or advantage.
While carrying out the duties and responsibilities, the Board Member and/or Senior Managerial Personnel of the Company should endeavour to ensure that all the applicable rules and regulations are complied with so as to avoid any harm to the interest of the Company. In addition, if any Board Member or Senior Managerial Personnel of the Company becomes aware of any information that he or she believes and constitutes evidence of any material violation of any law, rules and regulations applicable to the Company for the operation of its business, then such Board Member or Senior Managerial Personnel should immediately bring such information to the attention of the Managing Director of the Company.
The Board of Directors and Senior Managerial Personnel of the Company shall not indulge in the activity of subscribing, buying or selling the securities of the Company, which may be in contravention of the policies prescribed by the SEBI in the matter of Insider Trading. Such persons shall not misuse any unpublished price sensitive information about the Company with others.
Directors and officers should not exploit for their own personal gain, opportunities that are discovered through the use of corporate property, information or possession unless the opportunity is disclosed fully in writing to the Company’s Board of Directors and the Board of Directors decline to pursue such opportunities.
Protecting the Company’s assets is the key responsibility of every employee. Care should be
taken to ensure that assets are not misused, misappropriated, loaned to others, or sold or
donated, without appropriate authorization.
The Company and its employees shall neither receive nor offer or make directly or indirectly any
illegal payments, remuneration, gifts, donations or comparable benefits which are intended to or
perceived to obtain business or uncompetitive favors for the conduct of its business.
The Company shall strive to provide a safe and healthy working environment and comply, in the conduct of its business affairs, with all regulations regarding the preservation of the environment of the territory it operates in.
An independent director shall:
The Independent Directors shall:
The Independent Directors shall:
This “Code” applicable to Board Members and Senior Managerial Personnel of the Company sets forth guidelines for their conduct who shall affirm compliance with the aforesaid “Code” on annual basis and will annually sign a confirmation that they have read and complied with this “Code” and a declaration to this effect shall be given in the Annual Report of the Company to be signed by the Managing Director of the Company. The Board shall determine appropriate actions to be taken in the event of violations of the “Code”.
K I C is committed to continuously reviewing and updating its policies and procedures. Therefore, this “Code” is subject to modification. Any amendment or waiver of any provision of this “Code” must be approved in writing by the Company’s Board and promptly disclosed on the Company’s website and in applicable regulatory filings pursuant to applicable laws and regulations, together with details about the nature of amendment and waiver.