|
|
|
home
/ investors /
Code of Conduct |
|
 |
|
 |
Code of Conduct |
|
|
|
|
|
TVS ELECTRONICS LIMITED (TVS-E)
CODE OF BUSINESS CONDUCT AND ETHICS OF BOARD &
SENIOR MANAGEMENT
PHILOSOPHY OF CODE OF GOVERNANCE
TVS Electronics Limited (TVS-E), in line with TVS
Group philosophy, truly believes in independence,
responsibility, transparency, professionalism,
accountability and code of ethics, which are the
basic tenets of corporate governance. TVS-E always
seeks to achieve optimum performance at all levels
in adopting and adhering to best corporate
governance practices. TVS-E has always focused on
corporate governance as a means to maximize
long-term stakeholders’ value through disciplined
and sustained growth and value creation.
CODE
This code of business conduct and ethics helps to
ensure compliance with legal requirements and
standards of business conduct. The board of
directors (the board) has adopted a code of business
conduct and ethics (the code) for all board members
and senior management personnel viz., all members of
management one level below executive directors,
including all functional heads. Every board member
and senior management personnel is expected to read
and understand this Code and its application to the
performance of his or her duties, functions and
responsibilities.
COMPLIANCE OFFICER
Company secretary is the compliance officer for the
purpose of this code. The compliance officer shall
refer to the chairman of the board any complaint
received for necessary action.
HONESTY & INTEGRITY
All board members and senior management personnel
shall: |
|
|
 |
|
Conduct their
activities, on behalf of TVS-E and on their personal
behalf, with honesty, integrity and fairness; |
|
|
|
Act in good faith,
responsibility, with due care, competence and
diligence, without allowing their independent
judgment to be subordinated; |
|
|
|
Act in the best
interest of TVS-E, its various stakeholders
including TVS-E shareholders and fulfill the
fiduciary obligations; |
|
|
|
Not engage in
conduct likely to bring discredit upon TVS-E; and |
|
|
|
Comply with every
provision of this Code. |
|
|
|
|
CONFLICT OF INTEREST
All board members and senior management personnel
shall not engage in any business, relationship or
activity, which may be in conflict of interest of
TVS-E or the group companies. Conflict of interest
may not always be clear-cut. Any question therefore
about a board member’s or senior management
personnel’s actual or potential conflict of interest
with TVS-E should be brought promptly to the
attention of the Chairman of the board who will
review the question and determine a proper course of
action including whether consideration or action by
the full board is necessary. Directors or senior
management personnel involved in any conflict or
potential conflict situations shall exclude
themselves from any discussion or decision relating
thereto.
FAIR DEALING
All board members and senior management personnel
should deal fairly with TVS-E’s customers,
suppliers, competitors, officers and employees. No
board member or senior management personnel may take
unfair advantage of TVS-E’s customers, suppliers,
competitors or employees through manipulating,
concealment, abuse of privileged information,
misrepresentation of material facts or any other
unfair dealing practice. Gift or entertainment in
any form that is likely to result in a feeling of
expectation of personal obligation should not be
accepted or extended.
CORPORATE OPPORTUNITIES
All board members and senior management personnel
shall not exploit for their own personal gain
opportunities that are discovered through the use of
TVS-E property, information or position unless the
opportunity is disclosed fully in writing to the
board and the board declines to pursue such
opportunity.
CONFIDENTIAL INFORMATION
All board members and senior management personnel
shall maintain confidentiality of information (price
sensitive or otherwise) they receive while being in
office of TVS-E and ensure always information
security policy of TVS-E.
CONFIDENTIAL INFORMATION OF OTHERS
TVS-E is required to abide by the terms of the
relevant non-disclosure agreement and limit its use
to the specific purposes for which it was disclosed
and to disseminate it only to others with a need to
know the information. All board members and senior
management personnel shall not attempt to obtain a
competitor’s confidential information by improper
means.
PROTECTION OF ASSETS
The board and senior management personnel shall
endeavour their best to protect TVS-E’s assets and
shall not use the same for personal benefit, unless
approved by the board.
REGULATIONS
All board members and senior management personnel
shall comply with all applicable laws, rules,
regulations and guidelines, including obligations
under take-over and insider trading regulations and
shall report actual non-compliances, if any, of law,
this code, or other TVSE policies or procedures to
the board.
As a public company, it is of critical importance
that TVS-E’s filings with the Securities and
Exchange Board of India, the Reserve Bank of India
and/or the concerned Stock Exchange(s) on which the
securities of TVS-E are or may be listed be full,
fair, accurate, timely and understandable. All board
members and senior management personnel may be
requested to provide, information necessary to
ensure that TVS-E’s published reports meet these
requirements. TVS-E expects all board members and
senior management personnel to provide prompt and
accurate answer to enquiries relating to its public
disclosure requirements.
WAIVER
Waiver of this code in any respect or respects may
be made only by the board and will be publicly
disclosed if required by any applicable laws or
regulation. As a general policy, the board will not
grant waivers to the Code. Having regard to the
business practices, or the legal and regulatory
framework applicable, the board will review, revise
or update the code, as it deems appropriate.
AFFIRM COMPLIANCE
All board members and senior management personnel
shall affirm compliance with the code on an annual
basis. |
|
|
|
|
|
