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| INTRODUCTION |
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The
directors of Shivagrico Implements Limited (“Company”)
adopt this Code of Conduct (the “Directors’
Code”) to assist directors in fulfilling
their duties to the Company. The directors are
entrusted with responsibility to oversee management
of the business and affairs of the Company.
As the Company’s policy-makers, the directors
set the standard of conduct for all directors,
officers and employees.
The
Company has a long-standing commitment to compliance
with applicable laws and regulations and to
operating in accordance with the highest standards
of business conduct. In many instances, the
Directors’ Code’s guidelines and
standards go beyond the requirements of applicable
law.
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| GUIDELINES
FOR CONDUCT |
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Each
director should seek to use due care in the
performance of his/her duties, be loyal to the
Company and act in good faith and in a manner
the director reasonably believes to be in or
not opposed to the best interests of the Company.
A director should: |
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 use reasonable
efforts to attend Board and committee meetings
regularly; |
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dedicate
sufficient time, energy and attention to the
Company to ensure diligent performance of his/her
duties, including preparing for meetings and
decision-making by reviewing in advance any
materials distributed and making reasonable
inquiries;
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be
aware of and seek to fulfill his or her duties
and responsibilities as set forth in the Company’s
Memorandum of Association, Articles of Association
and Corporate Governance guidelines; and |
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Seek
to comply with all applicable laws, regulations,
confidentiality obligations and Corporate Policies. |
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| CORPORATE
BUSINESS OPPORTUNITIES |
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Except
as described elsewhere herein, a director may
engage in business so long as he/she does not
pre-empt or seize a corporate business opportunity.
A corporate business opportunity is (1) an opportunity
in the Company’s line of business or proposed
expansion or diversification, (2) which the
Company is financially able to undertake and
(3) which may be of interest to the Company.
A director who learns of such a corporate business
opportunity and who wishes to participate in
it should disclose the opportunity to the Board
of Directors. If the Board of Directors determines
that the Company does not have an actual or
expected interest in the opportunity, then,
and only then, may the director participate
in it, provided that the director has not wrongfully
utilized the Company's resources in order to
acquire the opportunity. |
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| CONFLICTS
OF INTEREST |
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Directors
are expected to dedicate their best efforts
to advancing the Company's interests and to
make decisions that affect the Company based
on the Company's best interests and independent
of outside influences.
A conflict of interest occurs when one’s
private interests interfere in any way, or even
appear to interfere, with the interests of the
Company. A conflict situation can arise when
a director takes actions or has interests that
make it difficult to perform his/her duties
for the Company objectively and effectively.
A director’s obligation to conduct the
Company's business in an honest and ethical
manner includes the ethical handling of actual
or apparent conflicts of interest between personal
and business relationships.
Following are some common examples that illustrate
actual or potential conflicts of interest: |
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Owning
an interest in a company that competes with
or does business with the Company; |
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Participating
in a joint venture, partnership or other business
arrangement with the Company; and |
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Employment
with or serving as a director of a competitor,
customer or supplier of the Company. |
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A
director who has an actual or potential conflict
of interest, including any of the situations
described above, must disclose to the Board
(1) the existence and nature of the actual or
potential conflict of interest and (2) all facts
known to him/her regarding the transaction that
may be material to a judgment about whether
to proceed with the transaction. The director
may proceed with the transaction only after
receiving approval from the Board. |
