Code of Conduct

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STEEL AUTHORITY OF INDIA LIMITED
NEW DELHI
(CIN:L27109DL1973GOI006454)
THE CODE OF CONDUCT
FOR
BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL
OF
STEEL AUTHORITY OF INDIA LIMITED, 2015.

 

1.0 Introduction

1.1 This code of Conduct (“this Code”) shall be called "The Code of Conduct for Board Members and Senior Management Personnel” of Steel Authority of India Limited (hereinafter referred to as “the Company”).

1.2 The subject code has been framed specifically in compliance with the provisions of clause 49 of the listing agreement with stock exchanges.

1.3 The purpose of this code is to enhance further an ethical and transparent process in managing the affairs of the Company.

1.4 1.4 It shall come into force with effect from the date on which it is approved by the Board of Directors / Chairman.

2. Definitions & Interpretations:

2.1 The term "Board Members" shall mean Directors on the Board of Directors of the Company.

2.2 The term “Whole-time Director” shall be the Directors on the Board of Directors of the Company who are in whole-time employment of the Company.

2.3 The term “Part-time Director” shall mean Directors on the Board of Directors of the Company who are not in whole time employment of the Company.

2.4 The term “Relative” shall have the same meaning as defined in Section 6 of the Companies Act, 1956 (Refer Appendix-I)

2.5 The term “Senior Management Personnel” shall mean all Chief Executive Officers and Executive Directors of the Company.

2.6 In this code words importing the masculine shall include feminine and words importing singular shall include the plural or vice versa.

3. Applicability:

3.1 This code shall be applicable to the following persons:

  1. All whole-time Directors including the Chairman of the Company.
  2. All part-time Directors.
  3. All Senior Management Personnel of Steel Authority of India Limited.

3.2 The whole-time Directors and Senior Management Personnel should continue to comply with other applicable/ to be applicable policies, rules and procedures of the Company. If the ethical and professional standards set out in the applicable laws and regulations are below that of the Code, then the standards of the Code shall prevail. 

4.0 Key Requirements

The Board Members and Senior Management Personnel must act within the authority conferred upon them and in the best interests of the company and observe the following code of conduct:

  • Shall act in accordance with the highest standard of honesty, integrity, fairness and ethical conduct while working for the Company as well representing the Company without allowing their independent judgment to be subordinated and fulfill the fiduciary obligations.  
  • Shall not involve themselves in making any decision on a subject matter in which a conflict of interest arises or could arise, between the personal interest and the interest of the Company. In the event of apprehending of such conflict of interest, the relevant facts shall be disclosed in writing explaining the circumstances that create or could create the conflicts of interest to: (a) Board of Directors in case of Directors (whole-time & part-time) and (b) Chairmanin case of Senior Management Personnel for further directions in the matter.
  • Shall avoid conducting business with a relative or with private Company in which the relative is a member or a public limited company in which a relative holds 2% or more shares or voting right or with a firm in which a relative is a partner.
  • Shall avoid having any personal and/or financial interest in works or contracts or any business dealing concerning the Company.
  • Shall avoid entering into a contract by the Company with self or relative for leasing of the property and then effecting renovation therein with the Company’s money.
  • Shall avoid any relationship with a contractor or supplier that could compromise the ability to transact business on a professional, impartial and competitive basis or influence decision to be made by the Company.
  • Shall not hold any positions or jobs or engage in outside businesses or other interests that adversely affect the performance of duties of the Company. Whole-time Directors and Senior Management Personnel are expected to devote their full attention to the business interest of the Company.
  • Shall not exploit for their own personal gain, opportunities that are discovered through company’s business, information or position, unless the opportunity is disclosed fully in writing to the Company’s Board of Directors and Chairman as the case may be.
  • Shall not seek or accept or offer directly or indirectly any gifts, donations, remuneration, hospitability, illegal payments, favour in whatsoever form howsoever described by the customers, vendors, consultants, etc., that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any commitment of fraud, opportunity for committing any fraud.
  • Shall comply with all applicable laws, rules and regulations and any violation thereon may make them personally liable.  Directors and Senior Management Personnel may be subjected to disciplinary action by the Company for violation of provisions of law.
  • Shall not serve as a Director of any other Company or as a partner of a firm that competes with the Company. Whole Time Directors and Senior Management Personnel shall obtain approval of the Chairman prior to accepting Directorship of any other Company or partnership of a firm.
  • Shall not derive benefit or assist others to derive benefit by giving investment advice from the access to and possession of information about the Company, not in public domain and therefore constitute insider information. The Board Members and Senior Management Personnel shall make timely disclosures of  (i) trading in the shares of the Company, (ii) transactions having personal interest and (iii) related party transactions that are required to be made under laws, rules & regulations and Code for prevention of Insider Trading in the Securities of Steel Authority of India Limited.
  • Any information concerning the Company’s business, its customers, suppliers, etc, which is not in the public domain and to which the Board Members and Senior Management Personnel has access or possesses such information, must be considered confidential and held in confidence, unless authorized to do so and when disclosure is required as a matter of law. No Board Members and Senior Management Personnel shall provide any information either formally or informally, to the press or any other publicity media, unless specifically authorized.
  • Shall protect the Company’s assets, labour and information including intellectual assets and may not use these for personal use, unless authorized to do so.
  • Shall work unstintingly for eradication of corruption of all spheres of life, remain vigilant and work towards growth and reputation of the company, bring prior to the organization and provide value based services to company’s stake holders and do duty conspicuously and without fear or favour.
  • Shall strive to achieve highest quality, effectiveness and dignity in both processes and products of professional work and shall acquire and maintain professional competence continuously.
  • Shall always keep in mind that they are accountable to company’s stake holders viz. customers, vendors, shareholders, employees and the society at large to which the company is responsible for its actions.
  • Shall not make any statement which has the effect of adverse criticism of any policy or action of the Government or which is capable of embarrassing the relations between  the company and the public including all the stake holders. Provided that nothing in this clause shall apply to any statement made or views expressed by a Board member which are purely factual in nature and are not considered as confidential in his official capacity or in due performance of the duties assigned to him.
  • The value of equality, tolerance, respect for others and the principles of equal justice govern this imperative. Discrimination, on the basis of race, sex, religion, age, disability, national origins or other such factors is an explicit violation of this code.         
  • Public representation and confidentiality of information : Any information regarding the company’s business, its customers, suppliers etc. to which the officers have access or which is possessed by the officers, must be considered previlaged and confidential  and should be held in confidence at all times and should not be disclosed to any person any person, unless (i) authorized by the board ; or (ii) the same is part of the public domain at the time of disclosure ; or  (iii) is required to be disclosed in accordance with applicable laws.

5.0 Enforcement of Code of Conduct

  1. Company Secretary shall be the Compliance Officer for the purpose of this code. Any member of Board or Senior Management Personnel requiring any clarification regarding the code of conduct may contact the Compliance Officer
  2. Each Board Member and Senior Management Personnel shall be accountable for fully complying with this code.
  3. Compliance Officer shall report breach of this code, if any, which comes to his notice to the: (a) Board in case of all Board members and (b) Chairman in case of Senior Management Personnel
  4. All Board Members and Senior Management Personnel shall be subject to any internal or external investigation of possible violations of this code
    The Company shall ensure confidentiality and protection to any person who has, in good faith, reported a violation or a suspected violation of law, of this code or other Company policies, or against any person who is assisting in any investigation or process with respect to such a violation.
  5. Penalty for breach of this code by Senior Management Personnel shall be determined by the Chairman. In case of breach of this code by the Whole-time Directors and/or Part-time Directors, the same shall be examined by the Board
  6. Penalty may include serious disciplinary action, removal from office and dismissal as well as other remedies, including recommendations for any of the above penalty, to the extent permitted by law and as considered appropriate under the circumstances..

6.0 Waiver of the code

6.1 No waiver of any of the provisions of this code shall be valid unless, the Board of      Directors of the Company approves such waiver in case of Board members and by Chairman in case of Senior Management Personnel.

6.2 The provisions of this code can be amended by the Board of Directors of the company from time to time.

7.0 Insertion of the code in website

As required by clause 49 of the listing agreement this code and any amendments thereto shall be posted on the website of the Company.

8.0 Affirmation of compliance of the code

It terms of clause 49 of the listing agreement all Board members and Senior Management Personnel shall within 30 days of close of every financial year affirm compliance with the Code. A proforma of Annual Compliance Report is annexed to this Code as Appendix-II.  The Annual Compliance Report shall be forwarded to the Compliance Officer of the Company.     

If any Director/Senior Management Personnel leaves the company any time during a financial year, he shall send a communication to the compliance officer affirming compliance of the code till the date of his association with the company.

9.0 Acknowledgement of receipt of the code

All Board Members and Senior Management Personnel shall acknowledge the receipt of this code in the acknowledgement form annexed to this Code (Appendix-III) indicating that they have received, read and understood, and agreed to comply with the code and send the same to the Compliance Officer.  Upon revision of this code, the Board Members and Senior Management Personnel shall acknowledge and execute an understanding of the Code (Appendix-III) and an agreement to comply. New Directors will sign such a deed (Appendix-III) at the time when their directorship begins.   

Extract of Section 6 of the Companies Act, 1956

Meaning of “relative” 

6. A person shall be deemed to be a relative of another if, and only if,-

  1. they are members of a Hindu undivided family; or
  2. they are husband and wife; or
  3. the one is related to the other in the manner indicated in Schedule IA.

Schedule IA

List of Relative

  1. Father
  2. Mother (including step-mother)
  3. Son (including step-son)
  4. Son’s wife
  5. Daughter (including step-daughter)
  6. Father’s father
  7. Father’s mother
  8. Mother’s mother
  9. Mother’s father
  10. Son’s son
  11. Son’s son’s wife
  12. Son’s daughter
  13. Son’s daughter’s husband
  14. Daughter’s husband
  15. Daughter’s son
  16. Daughter’s son’s wife
  17. Daughter’s daughter
  18. Daughter’s daughter’s husband
  19. Brother (including step-brother)
  20. Brother’s wife
  21. Sister (including step sister)
  22. Sister’s husband

 9.0 ACKNOWLEDGEMENT OF RECEIPT OF THE CODE

All Board Members and Senior Management Personnel shall acknowledge the receipt of this Code in the acknowledgement form annexed to this Code (Appendix-III) indicating that they have received, read and understood, and agreed to comply with the Code and send the same to the Compliance Officer. Upon any revision of this Code, the Board Members and Senior Management Personnel shall similarly sign an acknowledgement (Appendix-III). New Directors shall sign such an acknowledgement (Appendix-III) at the time when their Directorship begins.

APPENDIX-I
STEEL AUTHORITY OF INDIA LIMITED
CODE OF CONDUCT FOR
BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL OF
SAIL, 2015
EXTRACT OF SECTION 2(77) OF THE COMPANIES ACT, 2013

Meaning of ‘relative’
2(77). A person shall be deemed to be a relative of another, if, and only if,-
a) they are members of a Hindu undivided family; or
b) they are husband and wife; or
c) the one is related to the other in the manner indicated in Rule 4 of Companies (Specification of Definitions Details) Rules, 2014 Rule 4 of Companies (Specification of Definitions Details) Rules, 2014

LIST OF RELATIVES
1. Father (including step-father)
2. Mother (including step-mother)
3. Son (including step-son)
4. Son’s wife
5. Daughter
6. Daughter’s husband
7. Brother (including step-brother)
8. Sister (including step-sister)

APPENDIX-II
STEEL AUTHORITY OF INDIA LIMITED
CODE OF CONDUCT
FOR
BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL OF
SAIL, 2015
ANNUAL COMPLIANCE REPORT

I …………………………………………………………..do hereby solemnly affirm to the best of my knowledge and belief that I have fully complied with the provisions of the CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL OF SAIL, 2015 during the year ending 31st March ------

Signature :…………………………………………….
Name :……………………………………………
Position :……………………………………………
Date :……………………………………………
Place :……………………………………………

APPENDIX-III
STEEL AUTHORITY OF INDIA LIMITED
CODE OF CONDUCT
FOR
BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL OF
SAIL, 2015
ACKNOWLEDGEMENT FORM

I ……………………………………….., have received and read the Company’s “CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL OF SAIL, 2015 (this “Code”). I have understood the standards and policies contained in the Code. I agree to comply with this code.

Signature :…………………………………………….
Name :……………………………………………
Position :……………………………………………
Date :……………………………………………
Place :……………………………………………

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