| Preamble Senior
Management Personnel comprising employees at the level just below Wholetime Directors and
holding positions such as Senior/ Vice President and General Manager from the core
executive management team of the Company. Working under the superintendence, control and
guidance of the Managing director/ Wholetime Directors, they are responsible for
implementation of all management decisions concerning the operations of the Company and
for achieving its business objectives. While doing so, they have to uphold and protect the
Company's reputation for integrity and fair dealing and to set examples within the
Company.
Code of Conduct
Based on the above principles the
Senior Management Personnel of McNally Bharat Engineering Co. Ltd. ('The Company') are
expected to observe the following Code of Conduct:-
- Avoidance of Conflict of Interest
Senior Management Personnel having financial,
personal or family interest in a vendor, customer or competitor shall make such interest
known to their immediate superiors and shall abstain from the decision-making process
related to such vendor, customer or competitor. For this purpose 'family' will mean
spouse, children, brothers, sisters and parents.
- Business Integrity and Ethics
Senior Management Personnel shall adhere to the
highest standard of integrity and ethics in discharge of their functions. While exercising
the authorities and discharging the responsibilities assigned to them they are expected to
conduct themselves in such a manner as to avoid any act which may bring embarrassment to
the company.
- Terms and Conditions of Employment
and Legal Compliance
Senior
Management personnel shall strictly comply with the terms and conditions of their
employment with the Company including the Rules and Regulations as applicable to them in
accordance with the Company's HR policy as in force from time to time. They shall provide
the necessary support to the managing Director and Wholetime Directors in ensuring that
all national and local laws, regulations and customs in the areas falling within their
respective limit are complied with.
- Investment in Shares of the Company/
Code for prevention of Insider Trading
Senior Management personnel shall not deal in the Company's securities on
a short term basis. They have also to accept that they are not free to deal in the
Company's securities at all times and they are bound by the Company's 'Code of Conduct for
prevention of insider Trading' which shall be deemed to be a part of this 'Code of
Conduct'.
- Not to make secret profit
Senior Management personnel shall not make any
secret profit out of their position. If they receive information on a potential business
opportunity in their official capacity they shall not use that opportunity for their own
purpose.
- Confidentiality
Senior Management personnel shall keep confidential
and not divulge directly or indirectly any information (except what is in the public
domain) relating to the company, its intellectual properties including technology and
business processes, its business and its customers/ vendors which they have become aware
of in the course of their employment with the Company. They shall not also make use of
such information for any purpose other then for the benefit of the Company.
- Non-compete Confidentiality
Without taking prior consent of the Company, Senior
Management personnel shall not accept any position of influence or of pecuniary interest
in any other organisation whose business is in direct competition with that of the
Company.
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