Code Of Conduct

JOG ENGINEERING LIMITED
CODE OF CONDUCT
FOR MEMBERS OF THE BOARD AND
SENIOR MANAGEMENT PERSONNEL
The Board of Directors (the ‘Board’) of the Company, apart from
following in actual practice, has adopted the following Code of Conduct
(the ‘Code’) for Directors and Senior Management Personnel of the
Company, pursuant to Clause No. 49 of the Listing Agreement with
Bombay Stock Exchange.
Senior Management Personnel shall mean all senior members of the
management team, one level below the Executive Directors such as
President of each Division of the Company, other functional heads and
the Secretary of the Company. This Code is intended to focus on all
the Board members and Senior Management Personnel on areas of
ethics, integrity and honesty, providing guidance to help them
recognize and deal with ethical issues; mechanisms to report
unethical/dishonest conduct and help foster a culture of honesty,
integrity and accountability. This Code of Conduct, as approved by the
Board and subsequent amendments thereto, if any, shall be posted on
the Website of the Company.
INTERPRETATION OF CODE
In this Code wherever the word ‘Director’ appears, it will also include
Senior Management Personnel to the extent applicable. Any question
or interpretation under this Code will be considered and dealt with by
the Board or any person authorized by the Board in this behalf. The
Board, in justifiable cases, may waive any condition of the Code for
compliance, so that it is not prejudicial to the interest of the Company.
Each and every director and Senior Management Personnel is
expected to comply with this Code.
I. CONFLICT OF INTEREST:
Directors must promptly disclose to the Company potential
conflicts of interest regarding any matters concerning the
Company. A ‘conflict of interest’ can occur when:
(a) A director’s personal interest is concerned or may appear
to be concerned as against the interests of the Company
as a whole.
(b) A director, or his relative, receives improper personal
benefits as a result of his position as a director of the
Company.
Explanation: The expression Relative in this Code means
dependant-parents, brothers, sisters, spouse, children,
daughters-in-law and sons-in-law.
II. CORPORATE OPPORTUNITIES:
Directors are prohibited from:
(a) Exploiting for their personal gain opportunities that are
discovered through the use of Company property,
Company information or position as a director, unless the
opportunity is disclosed fully in writing to the Company’s
Board of Directors and the Board allows to pursue such
opportunity;
(b) Using the Company’s property or information for personal
gain.
III. CONFIDENTIALITY:
Directors must maintain “confidentiality of information” relating to
the Company, which comes to their knowledge in the course of
the discharge of their functions and any other confidential
information about the Company that comes to them, from
whatever source, except when such disclosure is authorized or
legally mandated.
For the purposes of this Code, ‘confidential information’ includes
all un-published information relating to the Company.
IV. COMPLIANCE WITH LAWS, RULES AND REGULATIONS;
FAIR DEALING:
Directors must comply and oversee compliance by employees,
officers and other staff, with laws, rules and regulations
applicable to the Company/its personnel, including insidertrading
regulations.
Directors must deal fairly and must ensure fair dealing by
employees and officers with the Company’s customers,
suppliers, competitors and employees.
No payment or transaction should be made or undertaken by a
Director or authorised or instructed to be made or undertaken by
any other person or the Company, if the consequence of that
transaction or payment would be a violation of any law in force.
Directors will always act to the best of their knowledge, belief
and effort in the best interests of the Company and all its
stakeholders, including employees, shareholders and others.
V. ENCOURAGING THE REPORTING OF ANY ILLEGAL OR
UNETHICAL BEHAVIOUR:
Directors should promote ethical behaviour and take steps to
ensure that the Company:
(a) Encourages employees to talk to supervisors, managers
and other appropriate personnel, when in doubt about the
best course of action in a particular situation.
(b) Encourages employees to report violation of laws, rules,
regulations or the Company’s Code of Conduct to the
appropriate personnel.
(c) Informs employees that the Company will not allow
retaliation for reports made in good faith.
VI. COMPLIANCE STANDARDS:
(a) All suspected violations of this Code shall be promptly
reported to the Board and such violations are subject to
investigation by the Board or any Committee / or any
person so designated by the Board. Violations will be
investigated by the Board or any such designated person /
committee and appropriate action will be taken in the
event of any such violation.
(b) Directors should inform the Company immediately about
the emergence of any situation, which may disqualify him
from directorship.
(c) It shall be the endeavour of every Director to attend as far
as possible and actively participate in the meetings of the
Board and the Committees thereof on which they are
members.
MADHAV V. JOG
CHAIRMAN & MANAGING DIRECTOR
[This Code of Conduct for Board members and Senior Management
Personnel is adopted by the Board of Directors on 12th August 2006
pursuant to Clause No. 49 of the Listing Agreement with Bombay
Stock Exchange.]