WABCO-TVS (
CODE OF BUSINESS
CONDUCT AND ETHICS OF BOARD & SENIOR MANAGEMENT
PHILOSOPHY OF CODE OF
GOVERNANCE
WABCO-TVS (INDIA) LIMITED (WABCO-TVS), in line with TVS Group
philosophy, truly believes in independence, responsibility, transparency,
professionalism, accountability and code of ethics, which are the basic tenets
of corporate governance. WABCO-TVS always seeks to achieve optimum performance
at all levels in adopting and adhering to best corporate governance practices.
WABCO-TVS has always focused on corporate governance as a means to maximize
long-term stakeholders’ value through disciplined and sustained growth and
value creation.
CODE
This code of business
conduct and ethics helps to ensure compliance with legal requirements and
standards of business conduct. The board of directors (the board) has adopted a
code of business conduct and ethics (the code) for all board members and senior
management personnel viz., all members of management one level below executive
directors, including all functional heads. Every board member and senior
management personnel is expected to read and understand this Code and its
application to the performance of his or her duties, functions and
responsibilities.
COMPLIANCE OFFICER
Company secretary is
the compliance officer for the purpose of this code. The compliance officer
shall refer to the chairman of the board any complaint received for necessary
action.
HONESTY & INTEGRITY
All board members and senior management personnel shall:
* Conduct their activities, on behalf of WABCO-TVS and on
their personal behalf, with honesty, integrity and fairness;
* Act in good faith, responsibility, with due care,
competence and diligence, without allowing their independent judgment to
be subordinated;
* Act in the best interest of WABCO-TVS
, its various stakeholders including WABCO-TVS shareholders and fulfill the fiduciary
obligations;
* Not engage in conduct that is likely to bring discredit
upon WABCO-TVS ; and
* Comply with every provision of this Code.
CONFLICT OF INTEREST
All board members and senior management personnel shall
not engage in any business, relationship or activity, which may be in conflict of
interest of WABCO-TVS or the group companies. Conflict of interest may not
always be clear-cut. Any question therefore about a board member’s or senior
management personnel’s actual or potential conflict of interest with WABCO-TVS
should be brought promptly to the attention of the Chairman of the board who
will review the question and determine a proper course of action including
whether consideration or action by the full board is necessary. Directors or
senior management personnel involved in any conflict or potential conflict
situations shall exclude themselves from any discussion or decision relating
thereto.
FAIR DEALING
All board members and senior management personnel should
deal fairly with WABCO-TVS’s customers, suppliers,
competitors, officers and employees. No board member or senior management
personnel may take unfair advantage of WABCO-TVS’s
customers, suppliers, competitors or employees through manipulating,
concealment, abuse of privileged information, misrepresentation of material
facts or any other unfair dealing practice.
Gift or entertainment in any form that is likely to result in a feeling
of expectation of personal obligation should not be accepted or extended.
CORPORATE
OPPORTUNITIES
All board members and senior management personnel shall
not exploit for their own personal gain opportunities that are discovered
through the use of WABCO-TVS property, information or position unless the
opportunity is disclosed fully in writing to the board and the board declines
to pursue such opportunity.
CONFIDENTIAL
INFORMATION
All board members and senior management personnel shall
maintain confidentiality of information (price sensitive or otherwise) they
receive while being in office of WABCO-TVS and they may also ensure security of
information of WABCO-TVS.
CONFIDENTIAL
INFORMATION OF OTHERS
WABCO-TVS is
required to abide by the terms of the relevant non-disclosure agreement and
limit its use to the specific purposes for which it was disclosed and to
disseminate it only to others with a need to know the information. All board
members and senior management personnel shall not attempt to obtain a
competitor’s confidential information by improper means.
PROTECTION OF ASSETS
The board and senior management personnel shall endeavor
their best to protect WABCO-TVS’s assets and shall
not use the same for personal benefit, unless approved by the board.
REGULATIONS
All board members and senior management personnel shall comply
with all applicable laws, rules, regulations and guidelines, including
obligations under take-over and insider trading regulations and shall report
actual non-compliances, if any, of law, this code, or other WABCO-TVS policies or procedures to the board.
As a public company, it is of critical importance that
WABCO-TVS’s filings with the Securities and Exchange
Board of India, the Reserve Bank of
WAIVER
Waiver of this code in any respect or respects may be made
only by the board and will be publicly disclosed if required by any applicable
laws or regulation. As a general policy, the board will not grant waivers to
the Code. Having regard to the business practices, or the legal and regulatory
framework applicable, the board will review, revise or update the code, as it
deems appropriate.
AFFIRM COMPLIANCE
All board members and senior management personnel shall
affirm compliance with the code on an annual basis.