Code of Conduct
This Code of Conduct reflects values of the ABM International Ltd. culture, and
is also ensuring compliance with Companies Act, 2013 and Clause 49 of the Listing
Agreement with the Stock Exchange. The Code of Conduct for ABM International Limited
is to ensure ethical conduct in the business. The matters covered in the Code are
important for the Company, all the Board members, Senior Management, its shareholders/stakeholders
and business partners, for their business conduct. All Board members and Senior
Management personnel shall observe and implement the code of Conduct in their official
day to day activities. The Board shall determine the appropriate action to be taken
in the event of violation of this Code.
All Board members and Senior Management personnel of the Company shall deal on behalf
of the Company with professionalism, honesty and integrity, as well as high moral
and ethical standards. Such conduct shall be fair and transparent and be perceived
to be as such by third parties. All Board members and Senior Management personnel
shall, in his or her business conduct, comply with all applicable laws and regulations,
both in letter and in spirit, in all the territories in which he or she operates.
FINANCIAL REPORTING AND RECORDS
The Company shall prepare and maintain its accounts fairly and accurately in accordance
with the accounting and financial reporting standards which represent the generally
accepted guidelines, principles, standards, laws and regulations of India. Internal
accounting and audit procedures shall fairly and accurately reflect all of the company's
business transactions and disposition of assets. All required information shall
be accessible to Company auditors and other authorised parties and government agencies.
CONFLICT OF INTEREST
The duty of all Board members and Senior Management personnel towards the Company
demands that he or she avoids and discloses actual and potential conflicts of interest.
A conflict of interest exists where the interests or benefits of one person or entity
conflict with the interests or benefits of the Company. Examples include:- A. Employment
/ Outside Employment In consideration of employment with the Company, Senior Management
personnel are expected to devote their full attention to the business interests
of the Company. They are prohibited from engaging in any activity that interferes
with their performance or responsibilities to the Company, or is otherwise in conflict
with or prejudicial to the Company. B. Outside Directorship It is a conflict of
interest to serve as a director of any other company that could be detrimental to
or in conflict with the interests of the Company.
If a Board member or Senior Management personnel is considering investing in any
customer, supplier, developer or competitor of the Company, he or she must first
take care to ensure that these investments do not compromise on their responsibilities
to the Company. The Company’s policy requires that information to Company’s audit
committee be given while making such an investment. Many factors should be considered
in determining whether a conflict exists, including the size and nature of the investment;
their access to confidential information of the Company or of the other Company;
and the nature of the relationship between Company and the other Company.
As a general rule, Board members and Senior Management personnel should avoid conducting
Company business with a relative, or with a business in which a relative is associated
in any significant role. Relatives include spouse, siblings, children, parents,
grandparents, grandchildren, aunts, uncles, nieces, nephews, cousins, step relationships,
and in-laws. The Company discourages the employment of relatives of employees/Directors
in positions or assignments within the company.
All Board members and Senior Management personnel may not exploit for their own
personnel gain, any new business opportunity to the Company’s area of business unless
the proposal is informed in writing to the Company . The Company will convey its
decision with in three months of receiving the written proposal.
Because other conflicts of interest may arise, it would be impractical to attempt
to list all possible situations. If a proposed transaction or situation raises any
questions or doubts, all Board members and Senior Management personnel must consult
the Company's audit committee.
PROTECTING COMPANY ASSETS
The assets of the Company shall not be misused but shall be employed for the purpose
of conducting the business for which they are duly authorised. These include tangible
assets such as equipment and machinery, systems, facilities, materials and resources
as well as intangible assets such as proprietary information, relationships with
customers and suppliers, etc.
HEALTH, SAFETY & ENVIRONMENT
The Company shall strive to provide a safe and healthy working environment and comply,
in the conduct of its business affairs, with all regulations regarding the preservation
of the environment of the country.
EQUAL OPPORTUNITIES EMPLOYER
The Company, all Board members and Senior Management personnel shall provide equal
opportunities to all its employees and all qualified applicants for employment,
without regard to their race, caste, religion, colour, ancestry, marital status,
sex, age, nationality and disability. Employees of the Company shall be treated
with dignity and in accordance with our maintaining a work environment free of sexual
harassment, whether physical, verbal or psychological.
GIFTS & DONATION
No Board member or Senior Management personnel shall (directly or indirectly) accept
any gift, entertainment, trip, discount, service, or other benefit from any organization
or person doing business or competing with the Company (other than modest gifts/
benefits of nominal value or entertainment as part of normal business courtesy and
hospitality) which would or reasonably appear to be capable of influencing such
person to act in a manner which is against the interest of the Company.
POLITICAL NON ALIGNMENT
The Company shall not support, directly or indirectly, any specific political party
or candidate for political office. The Company shall not offer or give any Company
funds or property as donations, directly or indirectly, to any political party,
candidate or campaign.
The Company, all Board members and Senior Management personnel shall be committed
to be a good corporate citizen, not only in compliance with all relevant laws and
regulations, but also by actively assisting in the improvement of the quality of
life of the people in the communities in which it operates, with the objective of
making them self-reliant.
DUTIES OF INDEPENDENT DIRECTORS
In addition to the above, all Independent Directors of the Company shall also perform
their duties provided under Companies Act, 2013 given as under:
The Independent Directors shall:
• Undertake appropriate induction and regularly update and refresh their skills,
knowledge and familiarity with the company;
• Seek appropriate clarification or amplification of information and, where necessary,
take and follow appropriate professional advice and opinion of outside experts at
the expense of the company;
• Strive to attend all meetings of the Board of Directors and of the Board committees
of which he is a member;
• Participate constructively and actively in the committees of the Board in which
they are chairpersons or members;
• Strive to attend the general meetings of the company;
• Where they have concerns about the running of the company or a proposed action,
ensure that these are addressed by the Board and, to the extent that they are not
resolved, insist that their concerns are recorded in the minutes of the Board meeting;
• Keep themselves well informed about the company and the external environment in
which it operates; • Not to unfairly obstruct the functioning of an otherwise proper
Board or committee of the Board;
• Pay sufficient attention and ensure that adequate deliberations are held before
approving related party transactions and assure themselves that the same are in
the interest of the company;
• Ascertain and ensure that the company has an adequate and functional vigil mechanism
and to ensure that the interests of a person who uses such mechanism are not prejudicially
affected on account of such use;
• Report concerns about unethical behaviour, actual or suspected fraud or violation
of the company’s code of conduct or ethics policy;
• Acting within his authority, assist in protecting the legitimate interests of
the company, shareholders and its employees;
• Not disclose confidential information, including commercial secrets, technologies,
advertising and sales promotion plans, unpublished price sensitive information,
unless such disclosure is expressly approved by the Board or required by law