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Investor Centre > Code of Conduct
| 1.0 |
INTRODUCTION |
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1.1 |
This code of Ethic
("this Code") shall be called "The Code of Conduct
for Board Members and Senior Management Personnel" of Petronet
LNG Limited (hereinafter referred to as "the Company").
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1.2 |
The subject code has been framed
specifically in compliance with the provisions of clause 49 of the
listing agreement with stock exchanges. |
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1.3 |
The purpose of
this code is to enhance further an ethical and transparent process
in managing the affairs of the Company.
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1.4 |
It shall come into force with effect
from 1st day of April,2005. |
| 2.0 |
DEFINITIONS &
INTERPRETATIONS |
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2.1 |
The term "Board
Members" shall mean Directors on the Board of Directors of the
Company.
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2.2 |
The term "Whole-time Director"
shall be the Directors on the Board of Directors of the Company who
are in whole-time employment of the Company. |
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2.3 |
The term "Non Whole-time Director"
shall mean part-time Directors on the Board of Directors of the Company
who are not in whole time employment of the Company. |
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2.4 |
The term "Relative" shall
have the same meaning as defined in Section 6 of the Companies Act,
1956. (Refer Appendix-I) |
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2.5 |
In this code words importing the
masculine shall include feminine and words importing singular shall
include the plural or vice versa. |
| 3.0 |
APPLICABILITY |
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3.1 |
This code shall
be applicable to the following persons :
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All whole-time Directors including the CEO & Managing Director.
• All part-time Directors.
• All
Sr.VPs. VPs and Chief Managers( also to include, GMs/DGMs/ Chief Managers
on deputation) of Petronet LNG Limited (hereinafter referred to "Senior
Management Personnel").
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3.2 |
The whole-time Directors and Senior
Management Personnel should also comply with other applicable/ to
be applicable policies, rules and procedures of the Company. |
| 4.0 |
KEY REQUIREMENTS |
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The Board Members and
Senior Management Personnel must act within the authority conferred
upon them and in the best interests of the company and observe the
following code of ethics :
• Shall act in accordance
with the highest standard of honesty, integrity, fairness and ethical
conduct while working for the Company as well representing the Company
without allowing their independent judgment to be subordinated and
fulfill the fiduciary obligations.
• Shall not involve
themselves in making any decision on a subject matter in which a conflict
of interest arises or could arise. In the event of apprehending of
such conflict of interest, the relevant facts shall be disclosed in
writing explaining the circumstances that create or could create the
conflicts of interest to: (a) Board of Directors in case of Directors
(whole-time & part-time) and (b) CEO & Managing Director in
case of Senior Management Personnel for further directions in the
matter.
Shall avoid conducting business with a relative or with private Company
in which the relative is a member or a public limited company in which
a relative holds 2% or more shares or voting right or with a firm
in which a relative is a partner.
• Shall avoid having any personal financial interest in works
or contract awarded by the Company.
• Shall avoid
any relationship with a contractor or supplier that could compromise
the ability to transact business on a professional, impartial and
competitive basis or influence decision to be made by the Company.
• Shall not hold any positions or jobs or engage in outside
businesses or other interests that adversely affect the performance
of duties of the Company. Whole-time Directors and Senior Management
Personnel are expected to devote their full attention to the business
interest of the Company.
• Shall not exploit for their
own personal gain, opportunities that are discovered through company's
business, information or position, unless the opportunity is disclosed
fully in writing to the Company's Board of Directors and CEO &
Managing Director as the case may be.
• Shall not
seek or accept or offer directly or indirectly any gifts, donations,
remuneration, hospitability, illegal payments, favour in whatsoever
form howsoever described by the customers, vendors, consultants, etc.,
that is perceived as intended, directly or indirectly, to influence
any business decision, any act or failure to act, any commitment of
fraud, opportunity for committing any fraud.
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Shall comply with all applicable laws, rules and regulations and any
violation thereon may make them personally liable. Directors and Senior
Management Personnel may be subjected to disciplinary action by the
Company for violation of provisions of law.
• Shall
not serve as a Director of any other Company or as a partner of a
firm that competes with the Company. Whole-time Directors and Senior
Management Personnel shall obtain approval of the Audit Committee
of the Board prior to accepting Directorship of any other Company
or partnership of a firm.
• Shall not derive benefit
or assist others to derive benefit by giving investment advice from
the access to and possession of information about the Company, not
in public domain and therefore constitute insider information. The
Board Members and Senior Management Personnel shall make timely disclosures
of (i) trading in the shares of the Company, (ii) transactions having
personal interest and (iii) related party transactions that are required
to be made under laws, rules & regulations and Code of Insider
Trading.
• Any information concerning the Company's
business, its customers, suppliers, etc, which is not in the public
domain and to which the Board Members and Senior Management Personnel
has access or possesses such information, must be considered confidential
and held in confidence, unless authorised to do so and when disclosure
is required as a matter of law. No Board Members and Senior Management
Personnel shall provide any information either formally or informally,
to the press or any other publicity media, unless specifically authorised.
• Shall protect the Company's assets, labour and information
and may not use these for personal use, unless authorised to do so.
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| 5.0 |
ENFORCEMENT OF
CODE OF CONDUCT |
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1. |
Company Secretray shall
be the Compliance Officer for the purpose of this code. |
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2. |
Each Board Member and Senior Management
Personnel shall be accountable for fully complying with this code.
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3. |
Compliance Officer shall report
breach, if any come to his notice, of this code to: (a) Board in case
of Executive and Non-executive Directors and (b) CEO & Managing
Director in case of Senior Management Personnel . |
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4. |
All Board Members and Senior Management
Personnel shall be subject to any internal or external investigation
of possible violations of this code. |
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5. |
The Company shall ensure confidentiality
and protection to any person who has, in good faith, reported a violation
or a suspected violation of law, this code or other Company policies,
or against any person who is assisting in any investigation or process
with respect to such a violation. |
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6. |
Penalty for breach of this code
by Senior Management Personnel shall be determined by the CEO &
Managing Director. In case of breach of this code by the Whole-time
Directors and/or Non-executive Directors, the same shall be examined
by the Board. |
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7. |
Penalty may include serious disciplinary
action, removal from office and dismissal as well as other remedies,
to the extent permitted by law and as considered appropriate under
the circumstances. |
| 6.0 |
WAIVER AND AMENDMENTS
OF THE CODE |
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6.1 |
No waiver of any of
the provisions of this code shall be valid unless, the Board of Directors
of the Company approves such waiver. |
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6.2 |
The provisions of this code can
be amended by the Board of Directors of Petronet LNG Limited from
time to time. |
| 7.0 |
INSERTION OF
THE CODE IN WEBSITE |
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As required by clause
49 of the listing agreement this code and any amendments thereto shall
be posted on the website of the Company. |
| 8.0 |
AFFIRMATION OF
COMPLIANCE OF THE CODE |
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It terms of clause 49
of the listing agreement all Board members and Senior Management Personnel
shall within 30 days of close of every financial year affirm compliance
with the Code. A proforma of Annual Compliance Report is annexed to
this Code as Appendix-II. The Annual Compliance Report shall be forwarded
to the Compliance Officer of the Company. |
| 9.0 |
ACKNOWLEDGEMENT
OF RECEIPT OF THE CODE |
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All Board Members and
Senior Management Personnel shall acknowledge the receipt of this
code in the acknowledgement form annexed to this Code (Appendix-III)
indicating that they have received, read and understood, and agreed
to comply with the code and send the same to the Compliance Officer.
Upon revision of this code, the Board Members and Senior Management
Personnel shall acknowledge and execute an understanding of the Code
(Appendix-III) and an agreement to comply. New Directors will sign
such a deed (Appendix-III) at the time when their directorship begins. |
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