PRESTIGE ESTATES PROJECTS LIMITED
CODE OF CONDUCT FOR DIRECTORS & SENIOR MANAGEMENT PERSONNEL
(Pursuant to clause 49 of the Listing Agreement)
This “Code of Conduct for Directors & Senior Management Personnel” is a guide to help the Directors on the Board and Senior Management team of PRESTIGE ESTATES PROJECTS LIMITED to maintain the highest standard of ethical and lawful conduct. Though it summarizes many of the laws that PRESTIGE, as Company is required to follow, it also goes beyond the legal minimums by describing the ethical values.
All Directors and Senior Management need to act within the bounds of the authority conferred upon them inter alia by applicable laws and the Memorandum and Articles of Association of the Company, and with a duty to make and enact informed decisions and policies in the best interests of the Company and its shareholders/stakeholders and shall adopt 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.
Consistent with these principles, the Company’s Board has adopted this Code of Conduct and Ethics (“Code”) as a guide to the high ethical and legal standards expected of its Directors and Senior Management Personnel. The Directors and Senior Management are expected to adhere to the standards of loyalty, good faith, and the avoidance of conflict of interest that follow. The rules and principles set forth in this Code are general in nature and the compliance with the Code shall be read with other applicable policies and procedures of the Company.
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.
1. Honesty, Integrity and Compliance:
In performing their duties the Directors and Senior Management Personnel shall:
a. act in goossd faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated
b. act in the best interests of the Company and fulfill the fiduciary obligations
c. conduct their activities, on behalf of the Company with honesty, integrity, ethics and fairness.
d. use reasonable care and skill in discharge of duties and responsibilities and exercise the powers for the benefit and prosperty of the Company.
e. not engage in any business, relationship or activity, which may be in conflict of interest of the company.
f. comply with all applicable laws, rules and regulation, both in letter and spirit. and to assist the Company in promoting lawful and ethical behavior and report any possible violation of law, rules, regulations or the code of conduct.
g. Not use Company’s property, information, position or opportunities for personal gain or for any other purpose outside the Company. Any suspected incident of fraud, mismanagement of Company’s assets or theft should be immediately reported for investigation to the Chairman of the Board or such other person, if any, designated by the Board in this regard;
2. Confidentiality of information:
Any information concerning the company’s business, its customers, suppliers etc. which is not in the public domain and to which the director has access or in possession of such information, must be considered confidential and held in confidence. Unless authorized to do so and when disclosure is required as matter of law, no Director and/ or senior management shall provide any information either formally or informally, to the press or any other public media, unless specifically authorized.
3. Insider Trading:
Any Director or Senior Management of the Company shall not derive benefit or assist others to derive benefit by giving investment advice or access to or by possession of price sensitive information about the company, which is not in public domain and therefore constitutes insider information. All Directors and Senior management will comply with SEBI (Prohibition of Insider Trading) Regulations, 1992 and also adhere to the Model Code of Conduct framed by the Company for prevention of Insider Trading.
4. Periodic Review
Once every year or upon revision of this code, every director and every member of the Senior management must acknowledge and execute an understanding of the code and an agreement to comply.
All Directors and Senior Management Personnel will annually, on or before March 31 of every year, or such other date as may be determined in this regard, sign a confirmation (format as per Annexure 1) that they have read and will comply with this Code.
Any Director or Senior Management Personnel who has concerns regarding compliance with this Code should raise those concerns with the Chairman of the Board, who will determine the appropriate action to be taken to deal with the concern.