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| Financials | Code of Conduct

CODE OF CONDUCT

PHILOSOPHY

Cement Manufacturing Co. Ltd. is a professionally managed company. The company always believes in complete transparency and discharge of the fiduciary responsibilities which has been assumed by Directors as well as by the Senior Management Executives and/or Staff. Therefore in order to ensure the continuity thereof though, not written but otherwise ingrained, the Board of Directors has approved of the following Code of Conduct for all Directors as well as for the Senior Management Executive and/or personnel and other employees.

All the Directors as well as Senior Management Executive and/or Personnel owe to the Company as well as to the shareholders :

  1. “Fiduciary duty”
  2. “Duty of skill and care”
  3.  “Social responsibility”

With the above objects in mind the following code of conduct has been evolved and it is expected that all Directors as well as Senior Management Executives and/or personnel will adhere to it.

FIDUCIARY DUTIES

All Directors as well as Senior Management Executives and/or personnel while dealing on behalf of the company will exercise the power conferred upon him / them and fulfil his / their duties honestly and in the best interest of the company.


DUTY TO EXERCISE POWER FOR PROPER PURPOSES

The Board from time to time shall determine the powers to be exercised by the Directors as well as the Senior Management Executives and/or Personnel and all such powers shall be exercised reasonably.


CONFLICT OF INTEREST

None of the Directors and/or Senior Management Executives and/or personnel will put himself in a position where there is potential conflict of interest between personal interest and his duty to the company. None of the Directors and/or Senior Management Executive and/or personnel will exploit an opportunity arising while associated with the Company for his personal gain either directly or indirectly.


SECRET PROFITS

The Director as well as Senior Management Executives and/or personnel while discharging their duties in a fiduciary capacity is precluded from making any personal profit from an opportunity which may arise being a Director and / or Senior Management Executive of the Company and should always ensure that he is acting for and on behalf and for the good of the Company.


DUTY OF SKILL AND CARE
Since all the Directors as well as Senior Management Executives and / or personnel are acting in a fiduciary capacity and for the benefit of the company, being advocates of the business of the Company, none of them will do anything which is in conflict with the interest of the company.


ATTENTION TO BUSINESS

All Directors as well as Senior Management Executives and/or personnel will give proper attention to the business of the company.


SECRECY AND CONFIDENTIALITY

None of the Directors as well as Senior Management Executives and/or personnel while associated or working for the company will be entitled to disclose either directly or indirectly or make use of the confidential information which may come in their possession while acting on behalf of the company and shall not divulge the financial status and position of the company to any person or persons.


INTERNAL TRADING

None of the Directors as well as Senior Management Executives and/or personnel will directly or indirectly in the name of his family members and/or associates will indulge in any internal trading of the company’s shares and stocks.


RISK AND PROPER PROCESS

The Senior Management personnel and/or employees are expected to keep the Directors fully informed about the effect of the policies adopted by the company from time to time and also regarding the risk connected with such policies.

Senior Management personnel and/or staff who have been entrusted with specific duties for ensuring compliance of statutory requirements including the rules and regulations shall forthwith comply with the same and keep the Board of directors fully informed about such compliance or non-compliance.

Senior Management personnel will from time to time provide or cause to be provided a true and faithful account of the company’s working and effectiveness of the procedures adopted by the company from time to time.

All Directors as well as Senior Management Executives and/or personnel are aware that while working with the company they have a social responsibility as well and therefore from time to time will devote such time for the upliftment of the downtrodden, poor and needy persons in the locality.