1.1 The Code of Conduct for Board Members and Senior Management
Personnel” of Hindustan Petroleum Corporation Limited (hereinafter referred to as
“the Company”).
1.2 The purpose of this Code is to enhance further ethical and
transparent process in managing the affairs of the Company.
1.3 The Company currently has Conduct, Discipline & Appeal Rules
for Officers (“the CDA Rules”), which govern the conduct of all Officers of the
Company including Whole-time Directors but excluding Non - whole time Directors.
The Code of Conduct for Board Members and Senior Management Personnel has now been
framed specifically in compliance with the provisions of Clause 49 of the Listing
Agreement with Stock Exchanges. In respect of Whole-time Directors and Senior Management
Personnel this Code is to be read in conjunction with the CDA Rules.
1.4 It shall come into force with effect from 1st day of January,
2006.
In this Code, unless repugnant to the meaning or context thereof, the following
expressions shall have the meaning given to them below:
2.1 The term “Board Members” shall mean the Directors on the
Board of Directors of the Company.
2.2 The term “Whole-time Directors” shall mean the Board Members
who are in whole-time employment of the Company.
2.3 The term “Non-Whole-time Directors” shall mean the Board
Members who are Part-time Directors and not in whole time employment of the Company.
2.4 The term “Relative” shall mean ‘relative’ as defined in
Section 2(41) and Section 6 read with Schedule IA of the Companies Act, 1956.
2.5 The term “Senior Management Personnel” shall mean personnel
of the Company who are members of its core management team excluding Board of Directors
and would comprise of all members of management one level below the Whole time Directors
and includes all Functional Heads, irrespective of the levels.
2.6 The term “the Company” shall mean HPCL.
In this Code words importing the masculine shall include feminine and words importing
singular shall include the plural or vice versa.
3.1 This Code shall be applicable to the following persons:
- All Whole-time Directors
- All Non- Whole time Directors including Independent Directors under the provisions
of law.
- Senior Management Personnel
The Board Members and the Senior Management Personnel shall act within the authority
conferred upon them, keeping the best interests of the Company and observe the following
:
- Shall act with care, skill, diligence and integrity.
- Shall act in good faith and fulfill the fiduciary obligations without allowing their
independence of judgment to be compromised.
- Shall not involve in taking any decision on a subject matter in which a conflict
of interest arises or which in his opinion is likely to arise.
- Shall avoid conducting business with (a) a relative or (b) a Private Limited Company
in which he or his relative is a Member or a Director (c) a Public Limited Company
in which he or his relative holds 2% or more shares or voting right and (d) with
a firm in which the relative is a partner, except with the prior approval of the
Board.
- Shall not have any personal and/or financial interest in any business dealings concerning
the Company.
- Shall avoid any dealings with a Contractor or Supplier that compromises 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 are prejudicial to the interests of the Company.
- Shall not exploit for their own personal gain, opportunities that are discovered
through use of corporate property, information or position, unless the opportunity
is disclosed fully in writing to the Board of Directors of the Company and the Board
declines to pursue such opportunity.
- Shall not make any statement which has the effect of embarrassing the relations
between the Company and the public including the stakeholders.
- Shall not commit any offence involving moral turpitude or any act contrary to law
or opposed to public policy resulting in a conviction.
- Shall comply with the Insider Trading Code of the Company.
- Shall keep in confidence all sensitive information concerning the Company’s business,
its customers, suppliers, etc.
- Shall not provide any confidential information either formally or informally, to
the press or any other publicity media, unless specifically authorized.
- Shall protect the Company’s assets including physical assets, information and intellectual
rights and shall not use the same for personal gain.
- Shall be held accountable for fully complying with this Code.
Board Members and Senior Management Personnel shall comply with all applicable laws,
rules and regulations.
Unless specifically permitted, the whole-time Directors, and Senior Management Personnel
shall not serve as Director or in any other position of any other Company or as
Partner of a Firm that is engaged in a competing business with the Company.
The Board Members shall make disclosure to the Board of Directors and Senior Management
Personnel shall make disclosure to the Chairman and Managing Director/Competent
Authority under the provisions of Accounting Standard 18 governing related party
transactions.
The provisions of this Code can be amended/ modified by the Board of Directors of
the Company from time to time and all such amendments/ modifications shall take
effect from the date stated therein.
Pursuant to Clause 49 of the Listing Agreement, this Code and any amendments thereto
shall be posted on the website of the Company.
It terms of Clause 49 of the Listing Agreement, all Board Members and Senior Management
Personnel shall affirm compliance of this Code within 30 days of close of every
financial year. A proforma of Annual Compliance Report is annexed to this Code as
Appendix-I. The Annual Compliance Report shall be forwarded to the Company
Secretary.
11.1 In case of breach of this Code by the Non Whole time Directors,
the same shall be considered by the Board of Directors for initiating appropriate
action, as deemed necessary.
11.2 In case of breach of this Code by the Whole time Directors and
Senior Management Personnel, the same shall be dealt with in accordance with the
CDA Rules of the Company.
All Board Members and Senior Management Personnel shall acknowledge the receipt
of this Code or any modification(s) thereto, in the prescribed acknowledgement form
annexed to this Code vide Appendix-II and forward the same to the Company
Secretary.