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Corporate Governance Report

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Code of Conduct :

Applicability
The code of conduct is applicable to all the directors, management and employees of the Company

Preamble
KCL’s Code of Conduct was adopted by its Board of Directors on 15TH May 2011 and was circulated to the employees then. The same is posted on the Company’s website. This Code is derived on the fundamental principles of good corporate governance and exemplary personal conduct.

Philosophy
KCL is a professionally managed organisation and the core value underlying our corporate philosophy is "trusteeship". We believe this organisation has been handed to us by the various stakeholders in "trust" and we as professionals are the "trustees" of these stakeholders. It is therefore our responsibility to ensure that the organisation is managed in a manner that protects and furthers the interests of our stakeholders.

Corporate Governance Policy
It has been a constant endeavour on the part of the Company to achieve excellence in Corporate Governance by following the principles of transparency, accountability and integrity in functioning so as to constantly enhance value for all stakeholders and fulfill the social obligations entrusted upon the corporate sector.

Good Corporate Citizenship
In the conduct of the Company’s business, the practice of good corporate citizenship is a prerequisite and embraces the following:

  • Dealing with People in the Organisation
  • In dealing with each other, directors, management and employees shall uphold the values which are at the core of our HR Philosophy - trust, teamwork, mutuality and collaboration, meritocracy, objectivity, self respect and human dignity. In selection and recruitment, while meritocracy will be a prime criterion, managers will scrupulously consider all factors that go towards securing the interests of the Company. KCL will focus on meritocracy, equity and upholding of Company values in all people processes including performance management systems, appraisals, remuneration and rewards.
  • A Gender Friendly Workplace
  • As a good corporate citizen, KCL is committed to a gender friendly workplace. It seeks to enhance equal opportunities for men and women, prevent/stop/redress sexual harassment at the workplace and institute good employment practices. KCL maintains an open door for reportees; encourages employees to report any harassment concerns and is responsive to employee complaints about harassment or other unwelcome and offensive conduct.
  • Relationships with Suppliers and Customers
  • All directors, management and employees shall ensure that in their dealings with suppliers and customers, the Company’s interests are never compromised. Accepting gifts and presents of more than a nominal value, gratuity payments and other payments from suppliers or customers will be viewed as serious breach of discipline as this could lead to compromising the Company’s interests.
  • Legal Compliance
  • It is the Company’s policy to comply fully with all applicable laws and regulations. Ensuring legal and regulatory compliance is the responsibility of the Management of the Company. The Company cannot accept practices which are unlawful or may be damaging to its reputation. In the event the implication of any law is not clear, the Management shall take legal advice.
  • Health and Safety
  • The Company attaches great importance to a healthy and safe work environment. KCL is committed to provide good physical working conditions and encourages high standards of hygiene and housekeeping. Particular attention should be paid to training of employees to increase safety awareness and adoption of safe working methods, particularly designed to prevent serious or fatal accidents.
  • Environment Policies
  • The Company believes that commitment to sustainable development is a key component of responsible corporate citizenship and therefore deserves to be accorded the highest priority. Accordingly, the Company is committed to Best Practices in environmental matters arising out of its business activities and expects each business to fully demonstrate this commitment. In addition to complying with applicable laws and regulations, Businesses must establish procedures for assessing the environmental effects of their present and future activities. They should adopt Best Practices in their environmental policies and procedures.

Personal Conduct
All directors, management and employees have the obligation to conduct themselves in an honest and ethical manner and act in the best interest of the Company at all times. They are expected to demonstrate exemplary personal conduct through adherence to the following:

  • Avoidance of Conflict of Interest
  • All directors, management and employees must avoid situations in which their personal interest could conflict with the interest of the Company. This is an area in which it is impossible to provide comprehensive guidance but the guiding principle is that conflict, if any, or potential conflict must be disclosed to higher management for guidance and action as appropriate.
  • Transparency and Auditability
  • All directors, management and employees shall ensure that their actions in the conduct of business are totally transparent except where the needs of business security dictate otherwise. Such transparency shall be brought about through appropriate policies, systems and processes, including as appropriate, segregation of duties, tiered approval mechanism and involvement of more than one manager in key decisions and maintaining supporting records. It shall be necessary to voluntarily ensure that areas of operation are open to audit and the conduct of activities is totally auditable.
  • Protection of Confidential Information
  • No director, management and employee shall disclose or use any confidential information gained in the course of employment/ association with the Company for personal gain or for the advantage of any other person. No information either formally or informally shall be provided to the press, other publicity media or any other external agency except within approved policies.
  • Company Facilities
  • No director, management and employee shall misuse Company facilities. In the use of Company facilities, care shall be exercised to ensure that costs are reasonable and there is no wastage.

Non Adherence
Any instance of non-adherence to the Code of Conduct / any other observed unethical behaviour on the part of those covered under this Code should be brought to the attention of the immediate reporting authority, who shall in turn report the H R Department.