MODEL CODE OF BUSINESS CONDUCT AND ETHICS FOR BOARD MEMBERS AND SENIOR MANAGEMENT.
1.1 This Code shall be called “The Code of Business Conduct & Ethics for Board Members and Senior Management” of Karnataka Antibiotics and Pharmaceuticals Limited (KAPL) hereinafter referred to as “the Company”.
1.2 The purpose of this Code is to enhance ethical and transparent process in managing the affairs of the Company.
1.3 This code for Board Members and Senior Management has been framed especially in compliance with the provisions of Clause 49 of the Listing Agreement with Stock Exchanges and as per the Guidelines of DPE.
1.4 It shall come into force with effect from the date of approval by Board.
2. Definitions and Interpretations:
2.1 The term “Board Members” shall mean Directors on the Board of Directors of the Company.
2.2. The term “Whole-time Directors” or “Functional Directors” shall be the Directors on the Board of Directors of the Company who is in whole-time employment of the Company.
2.3 The term “Part-time Directors” 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.
2.5 The term “Senior Management” shall mean personnel of the Company who are members of its core management team excluding Board of Directors and would comprise all members of management one level below the Whole-time Directors, including all functional heads.
2.6 The term “ the Company” shall mean KAPL Note: In this Code words importing the masculine gender shall
include feminine gender and words importing singular shall include the plural or vice-versa.
3.1 This code shall be applicable to the following personnel:
a) All Whole-time Directors including the Chairman & Managing Director of the Company.
b) All Part-time Directors including independent Directors under the provisions of law.
c) Senior Management
3.2 The Whole-time Directors and Senior Management should continue to comply with other applicable/to be applicable policies, rules, and procedures of the Company.
4. Contents of Code:
Part I General Moral imperatives
Part II Specific Professional Responsibilities
Part III Specific Additional Provisions for Board Members and Senior Management.
This code is intended to serve as a basis for ethical decision making in the conduct of professional work. It may also serve as a basis for judging the merit of a formal complaint pertaining to violation of professional ethical standards.
It is understood that some words and phrases in the code of ethics and conduct document are subject to varying interpretations. In case of any conflict, the decision of the Board shall be final.