Code of Conduct
Introduction
This Code of Conduct for Directors & Senior Management personnel is a guide to help Senior Management personnel and Directors on the Board of Suven Pharmaceuticals Limited (SUVEN PHARMA) and its subsidiaries/group companies live up to SUVEN PHARMA’s high ethical standards on their own. Though it summarizes many of the laws that SUVEN PHARMA, as Company is required to follow, it also goes beyond the legal minimums by describing the ethical values we share at SUVEN PHARMA.
The rules and principles set forth in this Code are general in nature and the compliance with the Code shall be ensured read with other applicable policies and standard operating procedures (SOPs) of the Company.
The Board of Directors of the Company adopted this Code of Conduct and Ethics as a testimony of its commitment to adhere to the standards of loyalty, honesty, integrity and the avoidance of conflicts of interest.
This model code of conduct shall be reviewed by the Board from time to time to keep in pace with the regulatory environment and any amendments to this Code, shall be approved by the Board of Directors.
Applicability
This code of conduct is applicable to:
The Directors, both executive and non-executive Directors
Senior Management team comprising of core management team (excluding Board of Directors) one level below the Managing Director, including Company Secretary and Chief Financial Officer.
Honest & Ethical Conduct
The Directors and the Senior Management personnel shall
Conflict of Interest
Legal Compliance
Duties of independent directors
Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
Seek appropriate clarification or escalation of information and, where necessary, take and follow appropriate professional advice and opinions 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 may be 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;
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 behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;
Acting within his/her 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.
Obligations of directors and senior management
Every director shall inform the listed entity about the committee positions he or she occupies in other listed entities and notify changes as and when they take place.
Senior management shall make disclosures to the board of directors relating to all material, financial and commercial transactions, where they have personal interest that may have a potential conflict with the interest of the listed entity at large.
Corporate Disclosure Policy
