Let all men know, this Code of Conduct for Directors & Senior
Management personnel is a guide to help Senior Management
personnel and Directors on the Board of Suven Life Sciences
Limited (SUVEN) and its subsidiaries/group companies live
up to SUVEN’s high ethical standards at their own.
Though it summarizes many of the laws that SUVEN, as Company
is required to follow, it also goes beyond the legal minimums
by describing the ethical values we share at SUVEN.
The rules and principles set forth in this Code are general
in nature and the compliance with the Code shall be ensured
read with other applicable policies and standard operating
procedures (SOPs) of the Company.
The Board of Directors of the Company adopted this Code
of Conduct and Ethics as a testimony of its commitment to
adhere to the standards of loyalty, honesty, integrity and
the avoidance of conflicts of interest.
This model code of conduct shall be reviewed by the Board
from time to time to keep in pace with the regulatory environment
and any amendments to this Code, shall be approved by the
Board of Directors.
The Directors both executive and non-executive, are obliged
to carry out their duties in a honest, fair, diligent and
ethical manner, with in the scope of the authority conferred
upon them and in accordance with the laws, rules, regulations,
agreements, guidelines, and internal policies and SOPs of
the Company. As Directors of the Company, they have a duty
to make decisions and implement policies in the best interests
of the Company and its stakeholders.
This code of conduct is applicable to:
1.The Directors, both executive and non-executive Directors
2.Senior Management team comprising of members of Management
one level below the Executive Directors, including all
Honest & Ethical Conduct
The Directors and the Senior Management personnel shall
· Act honestly, fairly, ethically, with integrity
and loyalty and conduct themselves in a professional,
courteous and respectful manner;
· Act in the best interests of the Company and
in a manner to enhance and maintain the reputation of the
Company, and fulfill their fiduciary duties to the stakeholders
of the Company;
· Act in good faith, with responsibility, due care,
competence, diligence and independence;
· Treat their colleagues and other associates of
the Company with dignity and courteous;
Conflict of Interest
The Directors and senior management personnel are expected
to avoid and disclose any activity or association that creates
or appears to create a conflict between the personal interests
and the Company’s business interests. A Conflict of
interest exists where the interests or benefits of one person
or entity conflict with the interests or benefits of the
Relationships with prospective or existing suppliers, contractors,
customers, competitors or regulators must not affect the
independent and sound judgment on behalf of the Company.
Directors & the senior management personnel are required
to disclose to the Board any situation that may be, or appear
to be, a conflict of interest. When in doubt, disclose.
The Directors and Senior Management personnel shall acquire
appropriate knowledge of the legal requirements relating
to the their duties sufficient to enable them to perform
their obligations diligently. The Directors and Senior Management
personnel shall also comply with the policies and SOPs of
the Company to the extent applicable to them including but
not limited to compliance with Prohibition of Insider Trading
policy of the Company.
Duties of independent directors
- 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;
- strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
- participate constructively and actively in the committees of the Board in which they are chairpersons or members;
- strive to attend the general meetings 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 behavior, 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;
- not 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.
Corporate Disclosure Policy
It is the Company’s policy to ensure continuous, timely
and adequate disclosure of Company’s information. The
Company is committed to full, fair, accurate, timely and
understandable disclosure in reports and documents it files
with or submits to the regulatory authorities and in other
public communications. The Directors and Senior Management
personnel shall provide only public information to the media/
analyst / research person / large investors like institutions.
Alternatively, the information given to the media /analyst
should be simultaneously made public at the earliest. The
Directors and Senior Management personnel must maintain the
confidentiality of information relating to the affairs of
the Company until and unless authorized or legally required
to disclose such information; and shall not use confidential
information to their personal benefits.
Compliance of Code of Conduct
It is the duty and obligation of every Director and Senior
Management person to comply with this code of conduct and
he / she shall acknowledge and affirm ongoing compliance
with the code on an annual basis. Any violation of the code
shall be reported to the Chairman of the Board and to the
Compliance Officer of the Company. This code of conduct shall
be posted on the website of the Company.