CODE OF CONDUCT FOR BOARD OF DIRECTORS & SENIOR MANAGEMENT OF RELAXO FOOTWEARS LIMITED
This Code of Conduct ("the Code") shall be called 'the Code of Conduct for Board Members and Senior Management Personnel' of RELAXO FOOTWEARS LIMITED (hereinafter referred to as "the Company").
The Code has been framed in compliance with the provisions of clause 49 of the listing agreement signed with stock exchanges.
2. Definition & Interpretation:
The term "Board Members" shall mean Directors on the Board of Directors of the Company.
In the Code, words importing the masculine shall include feminine and words importing singular shall include the plural or vice versa.
3.1. The code shall be applicable to:
- the Directors and
- the Senior Management Personnel (i.e. all officials/ employees having equivalent or higher designation then ' General Manager')
4. Key Requirements
4.1. The Board Members and Senior Management Personnel must act within the authority conferred upon them and in the best interests of the Company and observe the following code of conduct:
A. Honesty & Integrity –
The Directors and Senior Management personnel shall conduct their activities with honesty, integrity and fairness. They shall act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated. Directors shall act in the best interests of the Company and fulfill the fiduciary obligations.
B. Conflict of Interest –
The Directors and Senior Management personnel shall not engage in any business, relationship or activity, which may be in conflict of interest of the Company.
In case there is likely to be a conflict of interest, he/she should make full disclosure of all facts and circumstances thereof to the Board of Directors and the approval of the Board is required to be obtained.
C. Other Directorships –
The Company feels that serving on the Board of Directors of other Competitor companies may raise substantial concerns about potential conflict of interest and therefore, all Directors must report / disclose such relationships to the Board on an annual basis.
D. Confidentiality of Information –
Any information concerning the Company's business, its customers, suppliers etc., which is not in the public domain and to which the Directors and Senior Management personnel have access or possess such information, must be considered confidential and held in confidence, unless authorized to do so and when disclosure is required as a matter of law.
E. Protection of Assets –
Directors and Senior Management personnel must protect the Company's assets and information and shall not use these for personal use, unless falls within the policy framed time to time in this regard.
F. Periodic Review –
Once in every year or upon revision of this Code, every Director must accord consent to comply and the Senior Management personnel must give an undertaking for compliance of the same.
New Directors shall accord their consent while joining the Board and New Senior Management personnel shall give an undertaking at the time when their employment begins.
The aforesaid consent or undertaking shall be in line with "Confirmation-I" attached herewith.
5. Code for Independent Directors
The Independent Directors, in addition to the compliance with this Code, shall also comply with and adhere to the Code for Independent Directors framed in accordance with the provisions of the Companies Act, 2013 and forming part of this Code and enclosed as "Annexure – I".
6. Enforcement of Code of Conduct
Each Board Member and Senior Management Personnel shall be accountable for complying with the Code.
Penalty for breach of the Code by Senior Management Personnel / the Board members shall be determined by the Audit Committee of the Board of Directors.
7. Amendment(s) of the Code
The Code may be amended from time to time by the approval of the Board of Directors of the Company.
Confirmation - I
The Board of Directors
RELAXO FOOTWEARS LIMITED
Sub: Confirmation of compliance with the Code of Conduct for Board and Senior Management as per Clause 49 of the Listing Agreement
I, (Name of Director/ Senior Management Personnel), (Designation) of RELAXO FOOTWEARS LIMITED, do hereby confirm that I have read and understood the Code of Conduct applicable to the Board of Directors and Senior Management of the Company and that to the best of my knowledge and belief, I have complied with the requirements of this Code during the preceding financial year (mention previous year) and / or I affirm that I will comply with the requirements of this Code during the current financial year (mention current year)
(Name of Director/ Senior Management Personnel)
(DIN, if any)
Annexure - I
RELAXO FOOTWEARS LIMITED
CODE FOR INDEPENDENT DIRECTORS
This Code is a guide to professional conduct for independent directors and the independent directors are expected to adhere to these standards and fulfill their responsibilities in a professional and faithful manner. This Code shall form part of the Code of Conduct for Board of Directors and Senior Management.
I. Guidelines of professional conduct
The independent directors are expected to maintain the following guidelines/ standards while conducting their professional duty.
- Independent directors shall uphold ethical standards of integrity and probity in the interests of the Company;
- They shall act objectively and constructively while exercising their duties;
- They shall exercise their responsibilities in a bona fide manner in the interest of the Company;
- They shall devote sufficient time and attention to their professional obligations for informed and balanced decision making; ]
- They shall not allow any extraneous considerations that will vitiate their exercise of objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;
- They shall not abuse their position to the detriment of the Company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;
- They shall refrain from any action that would lead to loss of their independence;
- They shall immediately inform the Board where circumstances arise which makes them lose their independence;
- They shall assist the Company in implementing the best corporate governance practices.
II. Role and functions
- The independent directors shall help in bringing an independent judgment to bear on the Board's deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;
- They shall bring an objective view in the evaluation of the performance of board and management;
- They shall scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
- They shall satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;
- They shall safeguard the interests of all stakeholders, particularly the minority shareholders;
- They shall balance the conflicting interest of the stakeholders;
- They shall determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management;
- They shall moderate and arbitrate in the interest of the Company as a whole, in situations of conflict between management and shareholder's interest.
- The independent directors shall undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company.
- They shall 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;
- They shall strive to attend all meetings of the Board of Directors and of the Board committees of which they are members;
- They shall participate constructively and actively in the committees of the Board in which they are chairpersons or members;
- They shall strive to attend the general meetings of the Company;
- Where they have concerns about the running of the Company or a proposed action, they shall ensure that these are addressed by the Board and, to the extent that they are not resolved, they shall insist that their concerns are recorded in the minutes of the Board meeting;
- They shall keep themselves well informed about the Company and the external environment in which it operates;
- They shall not unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
- They shall 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;
- They shall ascertain and ensure that the Company has an adequate and functional vigil mechanism and ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
- They shall report concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy;
- They shall while acting within their authority, assist in protecting the legitimate interests of the Company, shareholders and its employees;
- They shall 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.
IV. Manner of appointment:
- Appointment process of independent directors shall be independent of the company management; while selecting independent directors the Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.
- The appointment of independent director(s) of the company shall be approved at the meeting of the shareholders.
- The explanatory statement attached to the notice of the meeting for approving the appointment of independent director shall include a statement that in the opinion of the Board, the independent director proposed to be appointed fulfils the conditions specified in the Act and the rules made thereunder and that the proposed director is independent of the management.
- The appointment of independent directors shall be formalized through a letter of
appointment, which shall set out :
- the term of appointment;
- the expectation of the Board from the appointed director; the Board-level
committee(s) in which the director is expected to serve and its tasks;
- the fiduciary duties that come with such an appointment along with
- provision for Directors and Officers (D and O) insurance, if any;
- the Code of Business Ethics that the company expects its directors and
employees to follow;
- the list of actions that a director should not do while functioning as such in
the company; and
- the remuneration, mentioning periodic fees, reimbursement of expenses for
participation in the Boards and other meetings and profit related commission,
1. The re-appointment of independent director shall be on the basis of report of performance evaluation.
VI. Resignation or Removal
- The resignation or removal of an independent director shall be in the same manner as is provided in sections 168 and 169 of the Act.
- An independent director who resigns or is removed from the Board of the company shall be replaced by a new independent director within a period of not more than one hundred and eighty days from the date of such resignation or removal, as the case maybe.
- Where the company fulfils the requirement of independent directors in its Board even without filling the vacancy created by such resignation or removal, as the case may be, the requirement of replacement by a new independent director shall not apply.
VII. Separate meetings
- The independent directors shall hold at least one meeting in a year, without the attendance of non-independent directors and members of management of the Company;
- All the independent directors shall strive to be present at such meeting;
- Such meeting shall:
- Review the performance of non-independent directors and the Board as a whole;
- Review the performance of the chairperson of the Company, taking into account the views of executive directors and non-executive directors;
- Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
VIII. Evaluation Mechanism
- The performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
- On the basis of the report of performance evaluation, it shall be determined whether to re-appoint the independent director.
IX. Training Programme
The independent directors shall attend the training programme as may be organized by the Company in order to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.
X. Adherence to the Applicable Laws
- The independent directors shall adhere to the provisions of the Companies Act, 1956 and the Companies Act, 2013 to the extent and as may be applicable to them.
- They shall comply with the provisions of the Listing Agreement signed by the Company with the Stock Exchanges.
- They shall comply with the Code of Conduct for Board of Directors and Senior Management.
- They shall comply with the Code of Business Ethics of the Company.
- They shall comply with all the laws to the extent and as may be applicable to the Company.
- They shall give a declaration that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013 and clause 49(II)(B)(1) of the Listing Agreement as amended from time to time in the format as given in 'Declaration - I' at the first meeting of the Board in which they participate as directors and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect their status as an independent director.
- They shall from time to time furnish to the Company such declarations, disclosures, statements as may be required to be furnished by the Directors under the relevant laws.
- An independent director shall be held liable in respect of such acts of omission or commission by the Company which had occurred with his knowledge, attributable through Board processes, and with his consent or connivance or where he had not acted diligently with respect to the provisions contained in the Companies Act, 1956 or the Companies Act, 2013 and the Listing Agreement.
Declaration - I
The Board of Directors
RELAXO FOOTWEARS LIMITED
Sub: Declaration to act/ continue as an Independent Director in pursuance of the provisions of Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement
I, (Name of Independent Director), Director of RELAXO FOOTWEARS LIMITED, do hereby declare that:
(a) I am a person of integrity and possess relevant expertise and experience;
(b) (i) I am or was not a promoter of the Company or its holding, subsidiary or associate company;
(ii) I am not related to promoters or directors in the Company, its holding, subsidiary or associate company;
(c) Apart from receiving director's remuneration, I do not have / had pecuniary relationship with the Company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;
(d) None of my relatives has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent (2%) or more of its gross turnover or total income or fifty lakh rupees (Rs. 50,00,000/-) or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;
(e) Neither myself nor any of my relatives—
- Hold or has held the position of a key managerial personnel or is or has been employee of the Company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which I am appointed;
- Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which I am appointed, of—
- A firm of auditors or company secretaries in practice or cost auditors of the Company or its holding, subsidiary or associate company; or
- Any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate company amounting to ten per cent (10%) or more of the gross turnover of such firm;
- Hold together with my relatives two per cent (2%) or more of the total voting power of the Company; or
- Is a Chief Executive or director, by whatever name called, of any non-profit organisation that receives twenty-five per cent (25%) or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent (2%) or more of the total voting power of the Company;
(f) I possess appropriate balance of skills, experience and knowledge in fields / disciplines related to the Company's business;
(g) I am not a material supplier, service provider or customer or a lessor or lessee of the Company; and
(h) I am not less than 21 years of age.
(Name of Director)
(Designation and DIN, if any)