Introduction
The reputation and integrity of Prism Johnson Limited (Formerly Prism Cement Limited) are the valuable assets that are vital to the Company’s success. Prism's commitment to ethical and lawful business conduct is a fundamental shared value of the Board of Directors, management and employees and critical to the Company's success. Prism’s standards for business conduct focus the Board and each Director on areas of ethical and legal standards vigorously as financial objectives are pursued and help foster a culture of honesty, integrity and accountability. Consistent with these principles, Prism's Board has adopted this Code of Conduct as a guide to the high ethical and legal standards expected of its members. Each Director must comply with the letter and spirit of this Code.
No code or policy can anticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guiding principles for Directors.
This Code requires certain disclosure to be made to the Company which will be considered privileged and will not be disclosed except under any legal requirement.
Code of Conduct for Directors
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Guidelines
In performing their Board and Board Committee functions, Directors will :
- Act diligently, openly, honestly and in good faith.
- Provide leadership in advancing the Company's Vision, Values and Guiding Principles.
- Discharge their duties, as members of the Board and of any Board Committees on which they serve, in accordance with their good faith business judgment and in the best interests of the Company and its stakeholders.
- Become and remain familiar with Prism's business and the economic and competitive environment in which the Company operates and understand Prism's principal business plans, strategies and objectives; operations, results and financial condition; and relative marketplace position.
- Commit the time necessary to prepare for, attend (in person or telephonically, as appropriate) and actively participate in regular and special meetings of the Board and of the Board Committees on which they serve.
- Submit requisite declarations as stipulated under the Companies Act, 1956 and applicable statutes, if any, to the Board / Company. Annually, and as when changes take place, inform the Chairman of the Board and the Company of their employment, other Board positions, details of and relationships with other business (including shareholdings) charitable, and governmental entities, and other events, circumstances or conditions that may interfere with their ability to perform their Board or Board Committee duties or impact the Board's assessment of whether they meet the independence requirements of the Stock Exchanges and the Securities and Exchange Board of India.
- Not enter into, without the prior approval of the disinterested members of the Board, any transaction or relationship with Prism in which they will have a financial or personal interest (either directly or indirectly, such as through a family member or other person or organization with which they are associated), or any transaction or situation which otherwise involves a conflict of interest, except as may be permitted under the Companies Act, 1956 or any amendments thereto.
- Maintain the confidentiality of all material non-public information about Prism, its business and affairs.
- Abide by all applicable laws and regulations and Prism's Code of Internal Procedures and Conduct for Prevention of Insider Trading.