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Code of
Conduct for Board Members & Senior
Management
Introduction
Ontrack Systems
Limited has a vision for total customer satisfaction and enhancing stakeholders’
value. Ontrack’s mission is to achieve sustainable and profitable growth through
delivery of exceptional IT services to customers by its outstanding people who
take pride in the quality of its services, business ethics, and passion to
exceed customer’s expectations”.
The Company’s philosophy on corporate
governance revolves around fair and transparent governance and disclosure
practices. This includes respect for human values, individual dignity, and
adherence to honest, ethical and professional
conduct.
Applicability
This Code of Conduct is
applicable to the Members of the Board of Directors of the Company and Senior
Management, defined as members of core management team excluding Board of
Directors but including all functional heads (hereinafter collectively referred
to as Senior Managers).
The Senior Managers shall confirm that they have
received, read and understood the Code of Conduct, and agree to comply with the
Code annually in the format specified.
The Code
Following are the covenants of the Code of Conduct for board
members and senior management
- Honest and Ethical Conduct: Senior Managers are expected to
comply with all applicable laws, rules and regulations and all applicable
policies and procedures adopted by the Company with the highest standard of
personal and professional integrity, honesty and ethical conduct.
- Confidential Information: Senior Managers have to secure,
preserve, safeguard and use discreetly, confidential information in the best
interest of the Company. They should not divulge or communicate such information
to third parties except when authorized for the business reasons.
- Related Parties: Senior Managers should avoid conducting
company business in any significant way with a relative (as defined in the
Companies Act, 1956), or with a business in which a close relative is
associated, without intimation to the Board of Directors. Senior Managers should
avoid conducting company business in any significant way with a relative (as
defined in the Companies Act, 1956), or with a business in which a close
relative is associated, without intimation to the Board of Directors.
- Exclusivity: Senior Managers are expected to devote their
full attention with integrity and honesty to the business interests of the
Company. They are prohibited from engaging in any activity that interferes with
his proper discharge of responsibilities of the Company, or is in conflict with
or prejudicial to the interests of the Company.
- Gratuities and Gifts: The Company’s policy prohibits the
receipt of gifts and gratuities, particularly from individuals or firms with
which the Company has business dealings. The only exception is the receipt of
complementary items that carry Company’s name printed or embossed on it so as to
clearly establish that it is a sales promotional item. To the extent possible
all such gifts or hospitalities must be declined so as to ensure that Senior
Officers are not put in an obligatory position vis-à-vis the company customer,
supplier or trader.
- Protection and Proper Use of Company's Assets: Senior
Managers are responsible for effective control and appropriate use of all
Company’s resources entrusted to them in the official discharge of their duty.
Company's assets should be used only for legitimate business purposes.
- Insider Trading: Senior Managers should abide by company’s
insider trading policy in compliance with the SEBI (Prohibition of Insider
Trading) Regulations 1992, as adopted by the Board of Directors of the Company.
- Anti Harassment Policy: The Senior Managers should adhere to and facilitate effective functioning of the Company’s mechanism for redressal of complaints of harassment of any nature as per laid down policies and principles.
- Compliance with the Code: Any Senior Manager who knows or
suspect violation of applicable laws, rules or regulations or this Code of
Conduct, must immediately report such information to the HR Department. This
will help safeguard company’s assets and reputation.
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The Board of Directors of the Company shall designate appropriate person to
determine appropriate action incase of violation of the
Code.
Disclosure
It is company’s policy to provide
full, fair, accurate, timely and understandable disclosures in reports and
documents that we file with, or submit to any Public Authority and in our other
public communications. Senior Officers must ensure that they and other in the
Company comply with company’s disclosure controls and
procedures.
Waivers and amendment of the Code
Any amendment or waiver of any provision of this Code should be
approved by the Board of Directors of the Company and disclosed appropriately.
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