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CODE OF CONDUCT
 

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT EXECUTIVES

 
1. Introduction
 

This Code of Conduct applies to:

(a) All the Directors of The Rubber Products Limited (Company); and

(b) All the personnel of the Company who are members of its core management team excluding Board of Directors. It will also apply to all members of management one level below the executive directors including all functional heads herein collectively referred to as Senior Management Executives.

In terms of the Listing Agreement all the Board Members and the Senior Management Executives should affirm compliance with the Code on an annual basis. The Annual report of the Company shall contain a declaration to this effect and signed by the Managing Director (MD).
 

 
2. Purpose

The Company’s reputation depends on the conduct of its Directors, Senior Management Executives and its employees. Every employee who is associated with the Company must play a part in maintaining the Company’s reputation for the highest ethical standards.

The purpose of this Code of Conduct is (apart from meeting the requirements of Listing Agreement with the Stock Exchanges) to:

(a) articulate the highest standard of honesty, integrity, ethical and law abiding behaviour expected of Directors and Senior Management Executives;

(b) encourage the observance of those standards to protect and promote the interests of shareholders and other stakeholders (including employees, customers, suppliers and creditors and society at large);

(c) guide the Directors and Senior Management Executives as to the practices thought necessary to maintain confidence in the Company's integrity;

(d) set out the responsibility and accountability of Directors and Senior Management Executives to report and investigate any reported violations of this Code or unethical or unlawful behaviour; and

(e) ensure that the business practices of the company create a high level of confidence amongst its stakeholders.
 

 
3. Honesty and integrity

The Company expects each Director and Senior Management Executive to:

(a) observe the highest standards of honesty, integrity and ethical and law-abiding behaviour while:

(i) performing their duties ; and

(ii) dealing with officers, employees, investors, creditors, customers, suppliers, auditors, lawyers, other advisors of the Company and Government Authorities ; and

(b) foster a culture of honesty, integrity, ethical and law-abiding behaviour among other officers and employees.
 

 
4. Personal transaction


4.1 Directors’ and Senior Management Executives’ other business dealings will be kept separate from their dealings as a director or employee of the Company.

4.2 Directors and Senior Management Executives shall not use the name of the Company to further any personal or other business transaction unrelated to the Company.

4.3 Directors and Senior Management Executives shall use goods, services and facilities provided to them by the Company strict in accordance with the terms on which they are provided.
 

 
5. Confidentiality of information
 

5.1 Directors and Senior Management Executives will ensure that confidential information relating to customers, employees, and company’s operation is not given either inadvertently or deliberately to third parties, except to the extent necessary for the Company’s business, without the consent of the Company.

5.2 Directors and Senior Management Executives will not use Company information obtained by them for personal gain financial or otherwise, nor will that information be used to obtained financial or other benefits for any other person or business.

5.3 Directors and Senior Management Executives shall respect the privacy of others.
 

 
6. Disclosure of interest
 

6.1 Directors and Senior Management Executives shall fully disclose active private or other business interest promptly and any other matters which may lead to potential or actual conflicts of interest with the Company in accordance with such policies that the Directors may adopt from time to time.

6.2 Directors and Senior Management Executives dealing with the Company must always be at arms length to avoid the possibility of actual or potential conflict of interest.

6.3 Each Director must:
(a) not participate when the Board considers any matter in which the Director has or may have a conflict of interest or duty; and
(b) comply with the provisions of the Companies Act, 1956 and Listing Agreement, in relation to the disclosure of material personal interests and restrictions on voting by Directors.

6.4 Each Director must inform the Board of:
(a) any existing Directorship or other office held by the Director in another entity; and
(b) any proposed appointment as a Director or Senior Executive of another entity before accepting the appointment.

6.5 Each Director and Senior Management Executives must not exploit, for their own personal gain, the opportunities that are discovered through the use of corporate property, information or position unless the opportunity is disclosed fully in writing to the Company.
 

 
7. Protection and proper use of assets
 

7.1 The Company expects each Director and Senior Management Executives to use all reasonable endeavors to protect any Company asset and to ensure its efficient use.

7.2 A Director or Senior Management Executives may only use a Company asset for legitimate business purposes or other purposes approved by the Board.

7.3 Each Director and Senior Management Executives must immediately report any suspected fraud or theft of a Company asset for investigation.
 

 
8. Compliance with laws, regulations, policies and procedures
 

Each Director and Senior Management Executive must:

(a) comply with the letter and spirit of any applicable law, rule or regulation;

(b) comply with the protocols, policies and procedures of the Company, including code of conduct for insider trading; and

(c) encourage other officers and employees to do the same.
 

 
9. Reporting of unlawful and unethical behaviour
 

9.1 The Company expects each Director and Senior Management Executive to:

(a) report promptly and in good faith any actual or suspected violation by an officer or employee of the standards, requirements or expectations set out in this Code of Conduct; and

(b) encourage other officers or employees to do the same.

9.2 A Director or Senior Management Executive may use their own judgment in deciding to whom to report any violation or behaviour referred to in paragraph 9.1, however:

(a) Directors are encouraged to report to the Chairman or Managing Director; and

(b) Senior Management Executives and other Officers are encouraged to report to their immediate Reporting Officer or to the Chief Executive Officer.

9.3 If an employee or officer reports, in good faith, any violation or behaviour referred to in paragraph 9.2, each Director and Senior Management Executive must ensure:

(a) the reporting person's position is protected;
(b) the reporting person's identity is only disclosed with their consent, except where disclosure is required by law; and
(c) no disciplinary, discriminatory or other adverse action is taken or tolerated against the reporting person for reporting the violation.

9.4 A Director or Senior Executive who receives a report of any violation or behaviour referred to in paragraph 9.2 must ensure:

(a) the alleged violation or behaviour is thoroughly investigated;
(b) rules of natural justice are observed in the investigation; and
(c) appropriate disciplinary action is taken if the allegation is substantiated.
 

 

10. Disciplinary Action

Directors and Senior Management Executives are subject to disciplinary action for violation of this Code of Conduct. Subject to and in accordance with the Company’s byelaws, the Board of Directors shall determine the appropriate disciplinary action for violation of this code of conduct.
 

 
11. Waivers and amendments of the Code
 

11.1 Waivers of this Code of Conduct will be granted only when determined to be appropriate under the circumstances and in accordance with the applicable laws, and only upon approval, by the Board of Directors.

11.2 Any amendment/ inclusion or waiver of any provision of this Code shall be approved by the Company’s Board of Directors and promptly disclosed on the Company’s website and in applicable regulatory filings pursuant to applicable laws and regulations together with details about the nature of the amendment or waiver.
 

 

12. General

The Directors and Senior Management Executives shall affirm compliance of this Code within 30 days from the end of every financial year in the pro-forma annexed to this Code as Annexure I.

Every director shall perform his duties as a Director, including his duties as a member of any Committee of the Board of Directors upon which he may serve, in good faith, in manner he reasonably believes to be in company’s best interests, and with such care as an ordinary prudent person in a like position would use under similar circumstances.

This Code of Conduct shall also be placed on the website of the Company
 

 

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