|
|
| Profile |
Code of Conduct
|
It is LGB stated policy to conduct its business in line with
the highest standards of business ethics, human values, compliance
with law, personal integrity and professional conduct. The objective
of this “code of conduct” document is to formulate
guidelines for expected employee behavior that will fulfill
the expectations of the company. Every director, officer and
employee of the company is expected to comply with the tenets
of this Code.
|
Conflict
of Interest
|
| Every
employee, officer or director of LGB shall not – |
 |
Engage in any business,
relationship or activity that might detrimentally conflict,
either directly or indirectly with the interest of the
company. |
|
Receive improper personal benefits to
himself / herself or his / her family as a result of one's
position in the Company, |
|
Misuse the position associated with
his / her office or coerce or induce a benefit for himself
/ herself or others. |
|
Receive and retain any gift beyond what
is spelt out in the company’s gift policy or excessive
entertainment from any person/company with which the company
has current or prospective business dealings |
|
Have any significant
ownership interest in any supplier, customer, development
partner or competitor of the company, without disclosing
the same to the board |
|
Have any consulting or
employment relationship with any supplier, customer, business
associate or competitor of the Company |
|
Involve or engage in any
other activity that could create the appearance of a conflict
of interest and thereby impair the company’s reputation |
|
Appoint any related party
as consultant, advisor, agent, intermediary, broker, or
representative. |
|
| |
In
case there is likely to be a conflict of interest, the employee
shall make full disclosure of all facts and circumstances thereof
to the board of directors and a prior written approval shall
be obtained from the board.
|
|
Ethical Conduct
|
| LGB
expects all its directors, officers and employees to act in
accordance with the highest standards of personal and professional
integrity, honesty and ethical conduct, at the company’s
premises, offsite locations, company sponsored business and
social events, or at any other place where they are representing
on behalf of the company. They shall also act and conduct free
from fraud and deception. |
Corporate Opportunities
|
| Directors,
officers and employees owe a duty to the company to advance
its legitimate interests when the opportunity to do so arises.
Directors, officers, and employees are expressly prohibited
from: |
|
Taking for themselves personally,
opportunities that are discovered through the use of company's
property, information, or position, |
|
Competing directly with the business
of the company or with any business that the Company is
considering. |
|
Using company's property, information,
or position for personal gain. |
|
To gain an unfair competitive advantage
by improperly influencing any employee's discretionary
decisions. |
|
Related Parties
|
| As a
general rule, though related party transactions are to be avoided,
yet if it is unavoidable, the Audit Committee shall PERIODICALLY
review such related party transactions. The most significant
related party transactions, particularly those involving the
company's directors or executive officers, shall be reviewed
and approved by the company's board of directors. The company
shall report all such material related party transactions under
applicable accounting rules. Any dealings with a related party
must be conducted in a commercially prudent manner without any
preferential treatment. |
Confidentiality
|
The company’s
confidential information is a valuable asset. The directors,
officers and employees shall maintain the confidentiality of
confidential information of the company or that of any customer,
supplier or business associate they receive whilst being in
office and is only disclosed if authorized by the company, or
the person from whom the information is provided, or as required
by law.
“Confidential information” includes
all non-public information (including private, proprietary,
and other) that might be of use to competitors or harmful to
the Company or its associates. All confidential information
must be used for company’s business purposes only. |
Fair Dealing
|
| Every
director, officer, and employee dealing with customers, suppliers,
contractors, competitors or any person doing or seeking to do
business with the company are to act in a manner that is fair
and reasonable and in the best interests of the company to exclusion
of considerations of direct or indirect personal preference
or advantage. |
Protection and Proper Use of LGB Assets
|
| All directors,
officers and employees shall ensure that assets, are not misappropriated,
loaned to others, or sold or donated, without appropriate authorization.
They are responsible for the proper use of LGB assets, and must
safeguard such assets against loss, damage, misuse or theft.
LGB assets, both tangible and intangible are to be used for
its business purposes only and shall not be used for personal
aggrandizement / empowerment of any person. |
Compliance with Laws, Rules, and Regulations
|
| Every
director, officer and employee of LGB shall comply with all
applicable laws and regulations, both in letter and in spirit
in all the transactions and in all the territories that the
company operates. |
Prohibition of insider trading
|
| The company
has imposed a trading blackout period on members of the Board,
executive officers and all employees who, as a consequence of
their position with the company, are more likely to be exposed
to material non-public information about the company. These
directors, executive officers and employees generally may not
trade in company’s securities during the blackout period.
Every director, officer and employee should comply with the
company’s Insider Trading Rules, (which is available in
the intranet) follow the pre-clearance procedures for trading
and trade only during a trading window. All questions regarding
the Company's Insider Trading Rules should be directed to the
Secretarial Department. |
Compliance with Code of Conduct
|
| Every
employee of LGB shall report promptly any actual or possible
violations of the code to the board of directors or the HR Department.
|
| Violations
of this code shall result in disciplinary action, which may
even include termination of services of the employee. LGB Board
or any Committee/person designated by the Board for this purpose
shall determine appropriate action in response to violations
of this code. |
Financial reporting and records
|
The company shall
prepare and maintain its accounts fairly and accurately in accordance
with the accounting and financial reporting standards which
represent the generally accepted guidelines, principles, standards,
laws and regulations of the country in which the company conducts
its business affairs.
Internal control and audit procedures should comprehensively
cover all the company's material business transactions and disposition
of assets. All required information shall be accessible to company
auditors and other authorized parties and government agencies. |
Shareholders
|
| Company shall be
committed to enhance shareholder value and comply with all regulations
and laws that govern shareholders' rights. The board of directors
of the company shall duly and fairly inform its shareholders
about all relevant aspects of the company's business and disclose
such information in accordance with the respective regulations
and agreements. |
Interpretation of Code
|
Any question on the
interpretation or otherwise of this code, shall be decided upon
by LGB board of directors, whose decision shall be final in
this regard.
Any waiver of any provision of this code for a member of LGB
board of directors must be approved in writing by board and
promptly disclosed. Any waiver of any provision of this code
with respect to any other employee, agent or contractor must
be approved in writing by the Managing Director of LGB. |
Additional code of ethics for employees of the accounts, finance,
and secretarial department
|
| Honesty, integrity
and sound judgment of the financial officers is fundamental
for the success and reputation of LGB. The professional and
ethical conduct of the financial officers is essential to the
proper functioning of the company. They shall be bound by the
following code of ethics, in addition to those stated supra.
They shall – |
|
Act with honesty and integrity,
including the ethical handling of actual or apparent conflicts
of interest between personal, financial and professional
relationships |
|
Make full, fair, accurate, timely, and
understandable disclosure in reports and documents that
the company files with, or submits or makes periodically,
to the shareholders, government authorities, and to the
public |
|
Comply with governmental
laws, rules, notifications and regulations applicable
to the company's business |
|
Disclose to the board or any committee/officer
designated by the board for this purpose, any material
transaction or relationship that reasonably could be expected
to give rise to any violations of the code including actual
or apparent conflicts with the interests of the company |
|
Promote prompt reporting of violations
of this code to the board of directors or any person/committee
designated for this purpose, as may be necessary |
|
Respect the confidentiality of information
acquired in the course of employment unless legally obliged
to disclose and ensure that no such confidential information
is used for personal advantage/benefit |
|
Act in good faith, responsibility, with
due care, competence and diligence without misrepresenting
material facts |
|
Refrain from any inappropriate or undue
influence of any kind in all dealings with independent
auditors, and avoid any actual or apparent conflicts with
analysts |
|
Not omit / neglect discharge of any
duties which ought to be discharged by them |
|
Promptly disclose the details as required
by various acts, rules to the board of directors |
|
All employees in the accounts, finance and secretarial department
shall adhere to these principles, violation of which, will lead
to appropriate disciplinary action including dismissal from
the services of LGB.
Any deviation/waiver from this code can only be effected on
the sole and absolute discretionary authority of the board or
any person/committee designated by the Board for this purpose.
|
Miscellaneous
|
Equal opportunities
|
|
It is LGB principle to provide
equal opportunities to all its employees irrespective
of race, religion, caste, colour, sex, age, etc., and
decisions shall be based only on merit |
|
Employees of LGB shall be treated with
dignity and respect and the environment shall be free
from discrimination and abusive behavior, including gender
based ones, in any form or manner whatsoever |
|
Safe and green company
|
| LGB strives to create
a greener, safer and healthier working environment, minimizing
wastage of natural resources and conducts its business affairs
in accordance with the regulations pertaining to environmental
protection. It also protects the health, safety and welfare
of its employees by complying with the relevant regulations.
|
Declaration by the recipient:
|
I, _________________
(give your name), S/o._____________, and employed as ___________________in
LGB, (father’s name and designation at LGB), acknowledge
receipt of the code of conduct, having read the same, I’m
aware of its implications and undertake to abide by the same.
|
| If I have any questions
or concerns on the application / otherwise, I know that I’m
at liberty to consult the HR department / finance department
and that my questions/ concerns would be maintained in confidence. |
| |
| Date: |
| Place: |
sd/- |
| |
|
|
