Code Of Conduct

  • CODE OF CONDUCT FOR MEMBERS OF THE BOARD OF DIRECTORS & SENIOR MANAGEMENT

    The Board of Directors (The Board) of Sun TV Limited (the Company) has adopted the following code of conduct for directors and senior management. The senior management shall include the Chairman and Managing Director, Chief Financial Officer, Company Secretary, all Business Heads and all Functional Heads of the Company. This code is intended to commit the Board and the senior management to conduct the business of the Company in accordance with applicable laws, rules, regulations, highest standards of business ethics and to detect and prevent unethical conduct of business.

    CODE OF CONDUCT

    1. Strict compliance with applicable laws, rules and regulations: The Board and the senior management are expected to comply with all applicable laws, rules and regulations in letter and spirit.

    2. Honest and ethical conduct of business: The Board and senior management shall act in accordance with the highest standards of professional ethics, honesty, integrity and free from fraud or deception. Professional ethics refer to adherence to accepted professional standards of conduct.

    3. Conflict of interest: Any conflict of interest between the Company, the Directors and the Senior Management should be avoided. In case of any conflict of interest between the Company, the Directors and the Senior Management, the same should be disclosed in detail to the Chairman and Managing Director.

    Following are some of the instances of Conflict of interest:

    1. Where the personal interest of Director or Senior Management’s is adverse to the interests of the Company.

    2. Any immediate family member of the director or Senior Management as defined by Section 6 of the Companies Act, 1956, receives improper personal benefits as a result of any position held by the Director/Senior Management of the Company.

    3. Receipt of personal benefit by a Director, Senior Management or their relatives from a person, firm or a Company which is having any business relationship with the Company.

    4. Confidential Information: Confidentiality of all information shall be maintained by the Board and Senior Management and shall not disclose unless authorised or legally mandated. Confidential information also includes any information relating to the Company's business and affairs that results in or would reasonably be expected to result in a significant change in the market price or value of any of the Company's securities or any information a reasonable investor would consider important in making an investment decision. The Board and Senior Management must not use confidential information for their own advantage or profit.

    5. Compliance with the Listing Agreement: It shall be the responsibility of the Company and its management to comply with the Listing Agreement and its amendment thereof in letter and spirit and to make timely disclosures to the concerned Stock Exchanges.

    6. Non-use of Company’s Assets for personal benefit: The Board and the Senior Management shall not use the Company’s tangible and intangible assets, labour and information for personal benefit or gratification.

    7. Reporting of illegal or unethical behaviour to the Chairman and Managing Director: The Senior Management should encourage the employees of the Company to report to them any illegal or unethical behaviour which they come across while performance of their duties. Any illegal or unethical behaviour so reported to the Senior Management should be brought by them to the knowledge of the Chairman and Managing Director.

    8. Insider Trading: All Directors and Senior Management shall comply with the Insider Trading Regulations as laid down by SEBI and the Company.

    9. No Rights Created: This Code of conduct is a statement of certain fundamental principles, policies and procedures that govern the Officers of the Company in the conduct of the Company's business. It is not intended to and does not create any rights in any employee, customer, client, supplier, competitor, shareholder or any other person or entity.

    DUTIES OF INDEPENDENT DIRECTOR

    The independent directors shall—

    (1) undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;

    (2) 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;

    (3) strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;

    (4) participate constructively and actively in the committees of the Board in which they are chairpersons or members;

    (5) strive to attend the general meetings of the company;

    (6) 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;

    (7) keep themselves well informed about the company and the external environment in which it operates;

    (8) not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;

    (9) 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;

    (10) 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;

    (11) report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;

    (12) acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;

    (13) 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.