INVESTORS
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Code Of Conduct For Directors

CODE OF CONDUCT FOR DIRECTORS OF THE COMPANY

Garware-Wall Ropes Limited is committed to follow the ethical and lawful business conduct, as a shared value of business practice. The Board will act as a Trustee in the interest of the stakeholders of the Company. In observance of the Code of Conduct, the Non Executive Directors in their capacity as Directors, per se, will have a directional / supervisory role and Executive Director(s) will have a managerial and executory responsibilities.

Consistent with these principles, the Board of Directors of the Company has adopted this Code of Conduct as a guide to the ethical business practices expected from all the .members of the Board

A) The Directors will:

  • endeavour to attend and participate constructively and actively in Meetings of the Board and of the Board Committee(s) on which they serve and strive to attend the general meetings of the company;
  • not participate in the discussion of any subject matter in which any conflict of interest exists or arises, whether pecuniary or otherwise, and in such cases the same to be disclosed and recorded in the minutes of the meeting;
  • participate in the formulation and execution of strategies in the best interest of the Company and contribute towards pro-active decision making at the Board level or Committee level;
  • give benefit of their experience and expertise to the Company;
  • not to disclose confidential information including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information unless such disclosure is expressly approved by the Board or required by law;
  • maintain the highest standards of personal and professional integrity, honesty and ethical conduct;
  • not engage in acts discreditable to their responsibilities;
  • not associate with the Company’s competitor in a manner prejudicial to the interest of the Company;
  • protect the Company’s interest and will not utilize their position to the detriment of the Company’s interest.

B) Duties Of Independent Directors

Besides adhering to the above conduct, the Independent Directors will discharge following duties as provided under the Companies Act, 2013 including the following,

  • undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
  • seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;
  • where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
  • keep themselves well informed about the company and the external environment in which it operates;
  • not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
  • pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;
  • ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
  • report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;
  • acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees.