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CODE OF CONDUCT |
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CODE
OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
EXECUTIVES |
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1.
Introduction
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This
Code of Conduct applies to:
(a) All the Directors of The Rubber Products
Limited (Company); and
(b) All the personnel of the Company who are
members of its core management team excluding
Board of Directors. It will also apply to all
members of management one level below the
executive directors including all functional heads
herein collectively referred to as Senior
Management Executives.
In terms of the Listing Agreement all the Board
Members and the Senior Management Executives
should affirm compliance with the Code on an
annual basis. The Annual report of the Company
shall contain a declaration to this effect and
signed by the Managing Director (MD).
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2. Purpose
The Company’s reputation depends on the conduct of
its Directors, Senior Management Executives and
its employees. Every employee who is associated
with the Company must play a part in maintaining
the Company’s reputation for the highest ethical
standards.
The purpose of this Code of Conduct is (apart from
meeting the requirements of Listing Agreement with
the Stock Exchanges) to: |
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(a)
articulate the highest standard of honesty,
integrity, ethical and law abiding behaviour
expected of Directors and Senior Management
Executives;
(b) encourage the observance of those standards to
protect and promote the interests of shareholders
and other stakeholders (including employees,
customers, suppliers and creditors and society at
large);
(c) guide the Directors and Senior Management
Executives as to the practices thought necessary
to maintain confidence in the Company's integrity;
(d) set out the responsibility and accountability
of Directors and Senior Management Executives to
report and investigate any reported violations of
this Code or unethical or unlawful behaviour; and
(e) ensure that the business practices of the
company create a high level of confidence amongst
its stakeholders.
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3.
Honesty and integrity
The
Company expects each Director and Senior
Management Executive to: |
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(a)
observe the highest standards of honesty,
integrity and ethical and law-abiding behaviour
while:
(i) performing their duties ; and
(ii) dealing with officers, employees, investors,
creditors, customers, suppliers, auditors,
lawyers, other advisors of the Company and
Government Authorities ; and
(b) foster a culture of honesty, integrity,
ethical and law-abiding behaviour among other
officers and employees.
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4. Personal transaction |
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4.1 Directors’ and Senior Management Executives’
other business dealings will be kept separate from
their dealings as a director or employee of the
Company.
4.2 Directors and Senior Management Executives
shall not use the name of the Company to further
any personal or other business transaction
unrelated to the Company.
4.3 Directors and Senior Management Executives
shall use goods, services and facilities provided
to them by the Company strict in accordance with
the terms on which they are provided.
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5. Confidentiality of information |
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5.1
Directors and Senior Management Executives will
ensure that confidential information relating to
customers, employees, and company’s operation is
not given either inadvertently or deliberately to
third parties, except to the extent necessary for
the Company’s business, without the consent of the
Company.
5.2 Directors and Senior Management Executives
will not use Company information obtained by them
for personal gain financial or otherwise, nor will
that information be used to obtained financial or
other benefits for any other person or business.
5.3 Directors and Senior Management Executives
shall respect the privacy of others.
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6.
Disclosure of interest |
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6.1
Directors and Senior Management Executives shall
fully disclose active private or other business
interest promptly and any other matters which may
lead to potential or actual conflicts of interest
with the Company in accordance with such policies
that the Directors may adopt from time to time.
6.2 Directors and Senior Management Executives
dealing with the Company must always be at arms
length to avoid the possibility of actual or
potential conflict of interest.
6.3 Each Director must:
(a) not participate when the Board considers any
matter in which the Director has or may have a
conflict of interest or duty; and
(b) comply with the provisions of the Companies
Act, 1956 and Listing Agreement, in relation to
the disclosure of material personal interests and
restrictions on voting by Directors.
6.4 Each Director must inform the Board of:
(a) any existing Directorship or other office held
by the Director in another entity; and
(b) any proposed appointment as a Director or
Senior Executive of another entity before
accepting the appointment.
6.5 Each Director and Senior Management Executives
must not exploit, for their own personal gain, the
opportunities that are discovered through the use
of corporate property, information or position
unless the opportunity is disclosed fully in
writing to the Company.
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7. Protection and proper use of assets
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7.1
The Company expects each Director and Senior
Management Executives to use all reasonable
endeavors to protect any Company asset and to
ensure its efficient use.
7.2 A Director or Senior Management Executives may
only use a Company asset for legitimate business
purposes or other purposes approved by the Board.
7.3 Each Director and Senior Management Executives
must immediately report any suspected fraud or
theft of a Company asset for investigation.
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8.
Compliance with laws, regulations, policies and
procedures
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Each
Director and Senior Management Executive must:
(a) comply with the letter and spirit of any
applicable law, rule or regulation;
(b) comply with the protocols, policies and
procedures of the Company, including code of
conduct for insider trading; and
(c) encourage other officers and employees to do
the same.
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9.
Reporting of unlawful and unethical behaviour
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9.1
The Company expects each Director and Senior
Management Executive to:
(a) report promptly and in good faith any actual
or suspected violation by an officer or employee
of the standards, requirements or expectations set
out in this Code of Conduct; and
(b) encourage other officers or employees to do
the same.
9.2 A Director or Senior Management Executive may
use their own judgment in deciding to whom to
report any violation or behaviour referred to in
paragraph 9.1, however:
(a) Directors are encouraged to report to the
Chairman or Managing Director; and
(b) Senior Management Executives and other
Officers are encouraged to report to their
immediate Reporting Officer or to the Chief
Executive Officer.
9.3 If an employee or officer reports, in good
faith, any violation or behaviour referred to in
paragraph 9.2, each Director and Senior Management
Executive must ensure:
(a) the reporting person's position is protected;
(b) the reporting person's identity is only
disclosed with their consent, except where
disclosure is required by law; and
(c) no disciplinary, discriminatory or other
adverse action is taken or tolerated against the
reporting person for reporting the violation.
9.4 A Director or Senior Executive who receives a
report of any violation or behaviour referred to
in paragraph 9.2 must ensure:
(a) the alleged violation or behaviour is
thoroughly investigated;
(b) rules of natural justice are observed in the
investigation; and
(c) appropriate disciplinary action is taken if
the allegation is substantiated.
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10. Disciplinary Action
Directors and Senior Management Executives are
subject to disciplinary action for violation of
this Code of Conduct. Subject to and in accordance
with the Company’s byelaws, the Board of Directors
shall determine the appropriate disciplinary
action for violation of this code of conduct.
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11.
Waivers and amendments of the Code |
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11.1
Waivers of this Code of Conduct will be granted
only when determined to be appropriate under the
circumstances and in accordance with the
applicable laws, and only upon approval, by the
Board of Directors.
11.2 Any amendment/ inclusion or waiver of any
provision of this Code shall be approved by the
Company’s Board of Directors 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 the amendment or
waiver.
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12. General
The Directors and Senior Management Executives
shall affirm compliance of this Code within 30
days from the end of every financial year in the
pro-forma annexed to this Code as Annexure I.
Every director shall perform his duties as a
Director, including his duties as a member of any
Committee of the Board of Directors upon which he
may serve, in good faith, in manner he reasonably
believes to be in company’s best interests, and
with such care as an ordinary prudent person in a
like position would use under similar
circumstances.
This Code of Conduct shall also be placed on the
website of the Company
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