| 1.0
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Introduction |
|
1.1
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This Code
shall be called “The Code of Business
Conduct & Ethics for Board Members and Senior Management of Eastern
Coalfields Limited (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
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This Code for
Board Members and Senior Management
has been framed specially in compliance of 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 15th
October 2007. |
| 2.0 |
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 are 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.
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|
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 Eastern
Coalfields Limited. |
Note: In
this
Code words importing
the masculine
gender shall include feminine gender and words importing singular shall
include the plural or vice-versa.
|
| 3.0 |
Applicability |
|
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. |
|
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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. |
| 4.0 |
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. |
| *** |
| PART - I |
| 5.0 |
General Moral
Imperatives |
|
5.1 |
Contribute to
society and human
well being |
|
|
5.1.1 |
This
principle concerning the quality of life
of all people, affirms an obligation to protect fundamental human
rights and to respect the diversity of all cultures. We must attempt to
ensure that the products of our efforts will be used in socially
responsible ways, will meet social needs and will avoid harmful effects
to health and welfare of others. In addition to a safe social
environment, human well being includes a safe natural environment. |
|
|
5.1.2 |
Therefore,
all Board Members and Senior
Management who are accountable for the design, development, manufacture
and promotions of company’s products, must be alert to, and make others
aware of, both a legal and moral responsibility for the safety and the
protection of human life and environment. |
|
5.2 |
Be
honest and
trustworthy & practice integrity |
|
|
5.2.1
|
Integrity
and
honest are essential components
of trust. Without trust an organization cannot function effectively. |
|
|
5.2.2 |
All
Board
Members and Senior Management are
expected to act in accordance with highest standards of personal and
professional integrity, honesty and ethical conduct, while conducting
business of the Public Enterprise. |
|
5.3 |
Be fair and
take action not to
discriminate |
|
|
5.3.1 |
The
value of
equality, tolerance, respect for
others, and the principles of equal justice govern this imperative.
Discrimination, on the basis of race, sex, religion, caste, age,
disability, national origins or other such factors, is an explicit
violation of this Code. |
|
5.4 |
Honour
confidentiality |
|
|
5.4.1 |
The
principle
of honesty extends to issues of
confidentiality of information. The ethical concern is to respect all
obligations of confidentiality to all stakeholders unless discharged
from such obligations by requirements of the law or other principles of
this Code. |
|
|
5.4.2 |
All
Board
Members and Senior Management,
therefore, shall maintain the confidentiality of all confidential
unpublished informati8on about business and affairs of CPSE. |
|
5.5 |
Pledge &
Practice |
|
|
5.5.1 |
To
strive
continuously to bring about integrity
and transparency in all spheres of the activities. |
|
|
5.5.2 |
Work
unstintingly for eradication of corruption
in all spheres of life. |
|
|
5.5.3 |
Remain
vigilant and work towards growth and
reputation of the Company. |
|
|
5.5.4 |
Bring
pride
to the organization and provide
value-based services to Company’s stakeholders.
|
|
|
5.5.5 |
Do
duty
conscientiously and without fear or
favour. |
| *** |
PART
II
|
| 6.0 |
Specific
Professional Responsibilities |
|
6.1 |
Live the
Vision, Mission and Values of CPSE –
each day |
|
|
Live the
Vision, Mission and Values of Eastern Coalfields Limited each
day. For quick reference they are as under: |
|
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Vision
The vision of Eastern Coalfields
Limited (EL) is to be a leading energy
supplier in the country, through best practices from mine to market.
|
|
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Mission
The mission of Eastern Coalfields Limited (ECL) is to produce and
market the planned quantity of coal and coal products efficiently and
economically with due regard to safety, conservation and quality.
|
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|
Values
- Zeal to excel and zest for change
- Integrity and fairness in all matters
- Respect for dignity and potential of individuals
- Strict adherence to commitments
- Ensure speed of response
- Foster learning, creativity and team-work
- Loyalty and pride in the CPSE. |
|
6.2 |
Strive to achieve the highest quality,
effectiveness and dignity in both the processes and products of
professional work:- Excellence is perhaps the most important
obligation
of a professional. Everyone, therefore, should strive to achieve the
highest quality, effectiveness and dignity in their professional work. |
|
6.3 |
Acquire and maintain professional
competence:-
Excellence depends on individuals who take responsibility for acquiring
and maintaining professional competence. All are, therefore, expected
to participate in setting standards for appropriate levels of
competence, and strive to achieve those standards. |
|
6.4 |
Compliance with Laws:- The Board
Members and
Senior Management of the CPSE shall comply with all the applicable
provisions of existing local, state, national, and international laws.
They should also follow and obey the policies, procedures, rules and
regulations relating to business of the CPSE. |
|
6.5 |
Accept and provide appropriate professional
review:- Quality professional work depends on professional
review and
comments. Whenever appropriate, individual members should seek and
utilize peer review as well as provide critical review of the work of
theirs. |
|
6.6 |
Manage personnel and resources to enhance
the
quality of working life:- Organizational leaders are responsible
for
ensuring that a conducive working and business environment is created
for fellow employees to enable them delivering their best. The Board
Members and Senior Management would be responsible for ensuring human
dignity of all employe3es, would encourage and support the professional
development of the employees of the CPSE by providing them all
necessary assistance and cooperation, thus enhancing the quality of
working.
|
|
6.7 |
Be upright and avoid any inducements:-
The Board
Members and Senior Management shall not, directly or indirectly through
their family and other connections, solicit any personal fee,
commission or other form of remuneration arising out of transactions
involving Company. This includes gifts or other benefits of significant
value, which might be extended at times, to influence business for the
organization or awarding a contract to an agency, etc. |
|
6.8
|
Observe Corporate Discipline:- The
flow of
communication within the CPSE is not rigid and people are free to
express themselves at all levels. Though there is a free exchange of
opinions in the process of arriving at a decision, but after the debate
is over and a policy consensus has been established, all are expected
to adhere and abide by it, even when in certain instances one may not
agree with it individually. In some cases policies act as a guide to
action, in others they are designed to put a constraint on action. All
must learn to recognize the difference and appreciate why they need to
observe them. |
|
6.9 |
Conduct in a manner that reflects credit to
the
Company:- All are expected to conduct themselves, both on and
off duty,
in a manner that reflects credit to the Company. The sum total of
their personal attitude and behaviour has a bearing on the standing of
Company and the way in which it is perceived within the organization
and by the public at large. |
|
6.10
|
Be accountable to Company’s stakeholders:-
All
of those whom we serve, be it on our Customers, without whom the
Company will not be in business, the Shareholders, who have an
important stake in its business, the Employees, who have a vested
interest in making it all happen, the Vendors, who support the Company
to deliver in time and Society to which Company is responsible for its
actions – are stakeholders of the Company. All, therefore, must keep in
mind at all times that they are accountable to Company’s stakeholders. |
|
6.11 |
Prevention of Insider Trading:- The
Board
Members and Senior Management shall comply with the code of Internal
Procedures and conduct prevention of Insider Trading in dealing with
Securities of the Company. |
|
6.12 |
Identify, mitigate and manage business
risks:-
It is everybody’s responsibility to follow the Risk Management
Framework of the Company to identify the business risks that surround
function or area of operation of the Company and to assist in the
company-wise process of managing such risks, so that Company may
achieve its wider business objectives. |
|
6.13 |
Protect properties of the Company:-
The Board
Members and Senior Management shall protect the assets including
physical assets, information and intellectual rights of the Company and
shall not use the same for personal gains. |
| PART – III |
| 7.0 |
Specific
Additional Provisions for Board Members
and Senior Management |
|
7.1 |
As Board Members and Senior Management:
They
shall undertake to actively participate in the meetings of the Board
and Committees on which they serve.
|
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7.2 |
As
Board Members |
|
|
7.2.1 |
Undertake
to inform the Chairman and Managing
Director/ Company Secretary of the Company of any changes in their
other Board positions, relationship with other business and other
events/ circumstances/conditions that may interfere with their ability
perform Board/Board Committee duties or may impact the judgement of the
Board as to whether they meet the independence requirements of Listing
Agreement with Stock Exchanges and the Guidelines of DPE. |
|
|
7.2.2
|
Undertake
that without prior approval of the
disinterested members of the Board, they will avoid apparent conflict
of interest. Conflict of interest may exist when they have personal
interest that may have a potential conflict with the interest of the
Company. Illustrative cases can be:
-
|
Related Party Transactions: Entering
into any
transactions or relationship with Company or its subsidiaries in which
they have a financial or other personal interest (either directly or
indirectly such as through a family member or relation or other person
or other organization with which they are associated). |
-
|
Outside Directorship: Accepting
Directorship on the
Board of any other Company that competes with the business of the
Company. |
-
|
Consultancy/Business/Employment:
Engaging in any
activity (be it in the nature of providing consultancy service,
carrying on business, accepting employment) which is likely to
interfere or conflict with their duties/ responsibilities towards
Company. They should not invest or associate themselves in any other
manner with any supplier, service provider or customer of the company. |
-
|
Use of Official position for personal gains:
Should
not use their official position for personal gains. |
|
|
7.3 |
Compliance
with the Code of Business Conduct and
Ethics |
|
|
7.3.1 |
All Members of the Board and Senior
Management
of Company shall uphold and promote the principles of this code.
The future of organization depends on
both technical and ethical
excellence. Not only it is important for Board Members and Senior
Management to adhere to the principles expressed in this Code, each of
them should also encourage and support adherence by others.
|
|
|
7.3.2 |
Treat violations of this code as
inconsistent
association with the organization
Adherence of professionals to a code
of ethics is largely and generally
a voluntary matter. However, if any of Board Members and Senior
Management does not follow this Code, the matter would be reviewed by
the Board and its decision shall be final. The Company reserves the
right to take appropriate action against the defaulter.
|
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7.4 |
Miscellaneous
Points |
|
|
7.4.1 |
Continual updation of Code
This Code is subject to continuous
review and updation in line with any
changes in law, changes in Company’s philosophy, vision, business plans
or otherwise as may be deemed necessary by the Board and all such
amendments/ modifications shall take effect prospectively from the date
stated therein.
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|
7.4.2 |
Where to seek clarifications
Any member of Board or Senior
Management requiring any clarification
regarding this code of conduct may contact Company Secretary.
|
| *** |