1. Terms and Conditions of Appointment of Independent Director
Schedule IV to the Companies Act, 2013 provides for the 'Code for Independent Directors'. The appointment process of Independent Directors is independent of the company management. During the selection process, the Board ensures 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 is approved at the meeting of the shareholders. The Board always ensures that 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 and a statement to that effect is included in the explanatory statement attached to the notice of the meeting.
The terms and conditions for the appointment of the Independent Director are enumerated below:
The appointment is for a term of 5 (five) years commencing from the date of appointment and ending ('Termination Date') on 6th Annual General Meeting of the Company following the date of appointment and shall not be liable to retirement by rotation. Unless the appointment is renewed on or prior to the Termination Date, the appointment shall come to an end on the Termination Date.
During the term of the appointment, the Independent Director may be asked to serve on one or more of the Board Committees including Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee or such committee of the Board of the Directors from time to time.
Role and responsibility
As an Independent Director, he will be bound by the Code for Independent Directors as mentioned under Schedule IV to the Companies Act, 2013.
As an Independent Director, he has the same general legal responsibilities to the Company as any other Director including all fiduciary duties, responsibilities, statutory obligations and liabilities of directors prescribed in law including the Companies Act, 2013.
The Board as such is collectively responsible for promoting the success of the Company by directing and supervising the Company's affairs. The brief description of the terms of reference of the Board of Directors are as follows:-
- To manage and direct the business and affairs of the Company;
- To act honestly and in good faith in the best interests and objects of the Company, its employees, its shareholders, the community and for protection of environment;
- To exercise due care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances and shall also exercise independent judgement;
- To ensure congruence between shareholder's expectations, Company's goals, objectives and management performance;
- To monitor the Company's progress towards its goals and to revise and alter its direction in light of changing circumstances;
- To ensure that the performance of the Company is adequately reported to shareholders, other stakeholders and regulators on a timely and regular basis;
- To ensure that any developments that have a significant and material impact on the Company are reported from time to time to the concerned authorities;
- Not to involve in a situation which may have a direct or indirect interest that conflicts, or possibly may conflict with the interest of the Company;
- Not to achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the Company;
- Not to assign his office and any assignment so made shall be void; and
In addition to the above responsibilities, the role of the Independent Directors shall also have the following key elements: -
Strategy and Business Development: The Independent Director should constructively challenge and contribute to the overall strategy and to the business development initiatives of the Company by getting actively engaged with the Company in making introductions to potential clients in the key service areas of the Company;
Performance: The Independent Director should scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance; and
Risk: The Independent Director should satisfy himself that financial information is accurate and that financial controls and systems of risk management are robust and defensible.
Other obligations and compliances
The Independent Director will be required to execute / confirm with respect to the following documentation on a periodic basis: -
- Confirmation that he is not disqualified to act as a Director of the Company in terms of the Companies Act, 2013
- Declaration of Independence in terms of the Companies Act, 2013
- Code of Conduct for Independent Directors as per Schedule IV of the Companies Act, 2013
- Disclosure of change in interest in companies where he is appointed / ceased as a Director or Key Managerial Personnel
- Confirmation that his directorships in companies do not conflict with the interest of the Company.
The Company is not paying any remuneration to its Independent Directors as they have been appointed as non-executive directors of the company.
Other directorships and Business Interests
The Company acknowledges that Independent Director may have business interests in other companies. In the event that he becomes aware of any potential conflicts of interests, these should be disclosed to the Chairman and Company Secretary as soon as they become apparent.
During the appointment, he should consult with the Chairman prior to accepting any such other (or further) directorships of Indian companies or any major external appointments which may affect his interest in the Company.
Confidentiality and Non-Disclosure
The Independent Director must apply the highest standards of confidentiality and not disclose to any person or company (whether during the course of the appointment or at any time after its termination) any confidential information concerning the Company and any Group Companies (including wholly owned subsidiaries) with which he comes into contact by virtue of his position as an Independent Director of the Company.
Any information concerning the Company's business, its customers, suppliers, etc. which is not in public domain and to which all employees do not have access, should be considered confidential for the purpose and should be held in confidence, unless authorised to do so and when disclosure is required as a requirement of law.
The attention is drawn to the requirements under Indian regulations as to the disclosure of price sensitive information. The Independent Director shall not provide any information either formally or informally, to the press or any other publicity media without prior written clearance from the Chairman or Company Secretary.
The examples of confidential information are, but not limited to the following:-
- Business plan, annual operations plan
- Performance against target
- Costing, pricing, profitability, financial budget and related issues
- Fees / stipend, evaluations, recommendations etc. related to any of the employees of the Company
- Sales commission, third party commission and about reference agents
- Information about suppliers and/or customers
- Proposed ventures and corporate plans
- Technical marketing and financial strategies of the Company and/or its customers
- Core competencies and activities of the Company and/or its customers
- Any other information, which is likely to be crucial for the business operations
On termination of the Appointment, the Independent Director will deliver to the Company all books, documents, papers, and other property of or relating to business of the company or any Group Company which are in their possession, custody or power by virtue of their position as an Independent Director of the Company. The Company will arrange the disposal of papers that he no longer requires.
If there is a breach or threatened breach of the provisions of Confidentiality, the Company shall be entitled to injunctive relief.
An Independent Director will be liable only in respect of such acts of omission or commission by a company which had occurred with his knowledge, attributable through Board process, and with his consent or connivance or where he had not acted diligently.
The performance of individual Directors and the whole Board and its committees is evaluated annually. The Independent Director will have to make himself available for carrying out the annual / periodic performance review of himself and the Board committees where he is a part thereof for review purpose. Independent Director has to further confirm that he will extend his contribution to review of the Board of Directors individually as well as for its various committees on behalf of / as desired by the Board of Directors on an annual / periodic time frame.
2. Code of Conduct for Directors, Officers, Employees, Contractors, Vendors and Customers
I. Our Code of Conduct Policy (hereinafter referred to as the “Code”) sets forth our core values, shared responsibilities, global commitments, and promises.
II. It provides general guidance about Mankind Pharma Limited and all its subsidiaries (hereinafter referred to as the “Company” or “Mankind”) expectations, highlights situations that may require particular attention and references additional resources and channels of communication available to us. It is also the first step for you to get clarity on any questions relating to ethical conduct.
III. This Code is intended to focus on the areas of ethical risk, provide guidance to recognize and deal with ethical issues, provide mechanisms to report unethical conduct and help foster a culture of honesty and accountability.
IV. All the officers, directors, employees, contractors, vendors and customers of the Company (hereinafter individually and collectively referred to as the “Stakeholder/s”) must comply with the letter and spirit of this Code.
B. CONFLICTS OF INTEREST
I. We have a duty of loyalty to the Company, and must therefore avoid any actual or apparent conflict of interest with the Company. The “conflict of interest” exists whenever an individual’s private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company as a whole.
II. The conflict situation can arise when an individual takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. The conflict of interest may also arise when an officer, employee or director or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company, whether received from the Company or a third party. Loans to, or guarantees of obligations of Stakeholders and their respective family members may create conflicts of interest. There are many other situations that could create a conflict but these are some of the more common ones we could face.
III. Be careful to avoid even the appearance of a conflict of interest because outsiders could view your actions without knowing your intent. We expect you to report any situation that could be a conflict of interest and urge you to seek guidance from the Ombudsman/ Ethics Committee of the Company, when faced with a [potential] conflict of interest.
C. ANTI-BRIBERY AND CORRUPTION
I. We do not receive, offer, accept or give money, services, favors or gifts to gain an improper business advantage to or from anyone in the government or another company. A government official can be difficult to define but includes: government officers or employees of a government-owned company, a government department, and members of a political party or political candidates among others.
II. We comply with all applicable laws related to bribery and corruption, without limitation, the Prevention of Corruption Act, 1988 and the United States of America’s Foreign Corrupt Practices Act (“FCPA”).
III. These laws and our policies may allow for gifts of nominal value, entertainment or social invitations (depending on local customs) when in keeping with good business ethics and appropriate approval is given. No cash or cash equivalents (such as, for example, vouchers) must ever be accepted or offered. We should communicate our Business Ethics Policy to our business partners.
IV. We should be careful when making personal political donations or charitable contributions as often times these can be a way to give a bribe through concealing its true purpose. Bribes aren’t always cash in envelopes; they can also be gifts, entertainment, favors, jobs or anything else of value. We must not pay bribes because they harm the communities we operate in by contributing to corrupt government practices.
V. If you suspect or become aware of acts of bribery or corruption, please report to the ombudsman of the Company. More information about bribery and corruption can be found in our Business Ethics Policy.
D. PROTECTION OF ASSETS AND CONFIDENTIAL INFORMATION
I. We are responsible for safeguarding the physical property, intellectual property of Mankind or tangible assets such as equipment and machinery, systems, facilities, materials and resources, as well as intangible assets such as information technology and systems, proprietary information, intellectual property and relationships with customers and supplier’s client, and all other business, proprietary and confidential information of Mankind including but not limiting to any information concerning the company’s decisions, operations, data, procedures, plans, earnings, income, financial or business forecasts, proposed acquisitions, client or vendor lists, all customer or vendor records, (hereinafter referred to as the “Assets and Confidential Information”) and shall seek to protect the Company’s Assets and Confidential Information from misuse, theft, fraud, damage or loss.
II. Misappropriation or unauthorized disclosure of Mankind’s Assets and Confidential Information is a breach of this Code.
E. COMPETITIVE BEHAVIOR
I. We compete fairly, honestly and vigorously to protect customers, consumers, shareholders and each other. We should always work within the law and our policies to retain and gain the trust of new and existing customers.
II. Anti-competitive agreements damage the markets that we operate in. No short term gain will ever be worth damaging our reputation or the trust our customers place with us. We respect the marketplace by not colluding with competitors to set prices, allocating markets or agreeing to overcharge customers for products or services. Similarly, when working with our customers, vendors and distributors, we fairly set prices and support all of our partners in doing business and competing the right way.
F. RESPECT FOR THE INDIVIDUAL
I. At Mankind, we strive to provide a work environment free of discrimination and harassment. We are an equal opportunity employer and employment decisions are based on merit and business needs. We are committed to following fair employment practices that provide equal opportunities to all employees. We do not discriminate or allow harassment on the basis of race, color, religion, disability, gender, national origin, sexual orientation, gender identity, gender expression, age, genetic information, military status, or any other legally protected status. At Mankind, we value diversity and believe that a diverse workplace builds a competitive advantage. To put these values in practice, all of us must ensure that decisions affecting employees are based on business factors only. For instance, decisions regarding hiring, promotion, termination, transfer, leave of absence or compensation should only be based on relevant business factors.
II. If you see or are a victim of harassment, speak up so that we can do something about it. Harassment has no place at our Company. If you speak up, you will be protected against acts of retaliation such as intimidation or further harassment. Speaking up against harassment is the right thing to do and helps to create a work environment where we can all reach our full potential. More information about harassment and discrimination can be found in our policy on Professional Etiquettes at Workplace.
G. HEALTH, SAFETY AND SECURITY
I. To work effectively, all of us need a healthy and safe work environment. All forms of substance abuse as well as the use or distribution of drugs and alcohol while at work is prohibited. Unless required as part of your role (for instance for security personnel where deemed necessary), possession and/ or use of weapons/ firearms or ammunition while on business of the Company is prohibited. We must ensure that all reasonable steps are taken to maintain security of employees and eliminate potential causes of all workplace accidents or injuries.
II. All of us should be safe at our place of work. Should you observe any unsafe situations at work, please raise your concern to the Ombudsman of the Company. Please also take the time to familiarize yourselves with emergency procedures and the safety manuals applicable to your location.
H. RESPONSIBLE SOCIAL MEDIA USE
I. Social media such as Twitter, Facebook, LinkedIn and other sites are a big part of how we communicate today. These powerful tools are a great way to interact with others but we must use them responsibly.
II. We are responsible for both Mankind’s sponsored social media, as well as their personal social media accounts, regardless of whether at work or not.
III. Remember that anything you post online can create a permanent record. When something is posted it can be very difficult if not impossible to remove. We should use prudent judgment and use proper language while posting on social media.
IV. While posting on social media, we should always comply with copyright law and any other applicable law, and reference the source of the content.
I. Environment is an area of importance to us and our Stakeholders and Mankind aims to work actively towards minimizing its environmental footprint. We ensure that the appropriate culture, management processes, resources and employee engagement are in place to continuously improve our environmental performance.
II. The Company’s main environmental goal is to reduce the energy consumption of its products, reduce our consumption of natural resources, to limit our waste and our
emissions in order to reduce our environmental footprint and to offer our customers the most environmental friendly products. III. It is the responsibility of everyone to treat environmental issues in a professional way and also to help Mankind to develop and implement the inherent business opportunities that our energy-lean industry sector can offer to help create a more sustainable society.
J. GOVERNMENTS AND COMMUNITIES
I. In order to establish trust as well as to protect our reputation and support balanced decision-making, we develop healthy relationships with local governments and communities. Our Company has an important role in promoting responsible business practices based on integrity, trust and openness. We respect local cultures and customs and, whenever practicable, we will facilitate their integration into our businesses. Part of upholding our values in our communities means that we source our materials responsibly and only work with other partners that also promote these values. By acting in accordance with those principles we are supporting human rights, our values and the communities we operate in.
II. When doing work with the government, be aware that special rules can apply. Some of the actions we would normally take with other companies aren’t allowed when dealing with the government as a customer. We must strictly comply with specifications in contracts and be transparent with our actions. If there are questions about what is appropriate when dealing with the government, it will always be wise to discuss with your Manager or Ethics Committee before acting.
K. HOW TO REPORT POSSIBLE MISCONDUCT
I. The Stakeholders of the Company on reasons to believe occurrence of any misconduct shall in good faith disclose the same containing all critical documents and evidences of facts through the following modes:
a. Email at firstname.lastname@example.org; or
b. Courier in sealed envelope marked as “Confidential for kind attention of Ombudsman” at the following address i.e. Mankind Pharma Limited, 84, Okhla Industrial Estate, Phase - III, New Delhi-110020.
II. The complainant must provide all the critical information, documents and evidences, as required in Annexure-1 with supporting documents. To download the Annexure-1 Please Click here
III. All information disclosed during the course of the investigation will remain confidential, except as necessary or appropriate to conduct the investigation.
IV. The complainant will be given protection in relation to confidentiality and against retaliation. The Company ensures that any Stakeholder can raise concerns regarding any violation free of any fear of retaliation.
V. The initial enquiry will be conducted by the ombudsman who will investigate the complaint and report to the Ethics Committee for its consideration and taking appropriate actions.
VI. The Ethics Committee shall prepare a report of the findings and suggest the course of actions to the Audit Committee.