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A.
INTRODUCTION
This Code of Conduct and Business Ethics
(the "Code") helps maintain the standards of business conduct of
Garware Offshore Services Limited (the "Company" or
"GOSL”).
The purpose of the Code is to deter
wrongdoing and promote ethical conduct. The matters covered in this Code
are of the utmost importance to the Company, the Shareholders, Stakeholders
and Creditors and are essential to enable us to conduct our business in
accordance with our values.
The Code is applicable to all Directors,
the Company Secretary, Presidents, General Managers and Senior Managers or
such other Employees’ of the Company as may be designated as member
of Senior Management for the purpose of this code by Chairman and / or Vice
Chairman of the Company from time to time (hereinafter referred to as
“Senior Management”.
The code shall be applicable from the 31st
day of December 2005.
Ethical business conduct is critical to
our business. Directors and Senior Management are expected to read and
understand this Code, uphold these standards in day-to-day activities, and
comply with, all applicable laws, rules and regulations.
Since the principles described in this
Code are general in nature, Directors and Senior Management may contact the
Audit Committee of the Board of Directors or the Board of Directors, if
they have any questions.
Directors and Senior Management should
sign the acknowledgment form at the end of this Code and return the form to
the Company Secretary & President (Legal & Admn.) indicating that
they have received, read, understood and agree to comply with the Code.
Directors and Senior Management are required to sign an affirmation
indicating their continued understanding and compliance of the Code
annually.
B.
HONEST AND ETHICAL
CONDUCT
All Directors & Senior Management should
act with the highest standards of personal and professional integrity,
honesty and ethical conduct wherever Directors & Senior Management are
representing the Company.
We consider honest conduct to be conduct
that is free from fraud or deception and marked with integrity. We consider
ethical conduct to be conduct conforming to accepted professional standards
of conduct. Ethical conduct includes the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships,
as discussed in more detail in Section C below.
In all cases, if you are unsure about the
appropriateness of an event or action, please seek assistance in
interpreting the requirements of these practices by contacting the Audit
Committee of the Board of Directors or the Board of Directors.
C.
CONFLICTS OF
INTEREST
Directors & Senior Management
are expected to dedicate their best efforts in advancing the Company's
interests and to make decisions based on the Company's best interests and
independent of outside influences.
Conflict of interest occurs when
one’s personal interests interfere in any way, or even appear to
interfere, with the interests of the Company. A conflict situation can arise when a
director takes actions or has interests that make it difficult to perform
his or her duties for the Company objectively and effectively. Such conflict of interest may arise not
only as a result of direct personal interest, but also indirectly as a
result of the personal interest of a relative or organizations affiliated
with the director. Relatives include
spouse, parents, siblings, children and their spouse, grandparents,
grandchildren and step-relations.
Director’s & Senior
Management’s obligation to conduct the Company's business in an
honest and ethical manner includes the ethical handling of actual or
apparent conflicts of interest between personal and business
relationships. Following are some
common examples that illustrate actual or potential conflicts of interest:
·
Owning an interest in a company that competes with or
does business with the Company unless the business is done on an
‘arms length’ basis;
·
Participating in a joint venture, partnership or other
business arrangement with the Company; and
·
Employment with or serving as a director of a competitor
or customer of the Company.
Director & Senior Management who has
an actual or potential conflict of interest, including any of the
situations described above, must disclose to the Audit Committee (1) the
existence and nature of the actual or potential conflict of interest and
(2) all facts known to him or her regarding the transaction that may be
material to a judgment about whether to proceed with the transaction. The
Director & Senior Management may proceed with the transaction only
after receiving approval from the Audit Committee.
Please note that ownership of an interest
in a company that competes with or does business with the Company will not
be considered a conflict of interest if (i) it is an indirect ownership
interest through mutual funds or similar non-discretionary, undirected
arrangements, or (ii) is through the holding of publicly-registered shares
of such company and such shares holding does not exceed 2% of the Paid-up
Share Capital of the Company.
D. CORPORATE
BUSINESS OPPORTUNITIES
Except as
described elsewhere herein, a director may engage in business so long as he
or she does not pre-empt or seize a corporate business opportunity. A corporate business opportunity is (1)
an opportunity in the Company’s line of business or proposed
expansion or diversification, (2) which the Company is financially able to
undertake and (3) which may be of interest to the Company. Any Director or Senior Management who
learns of such a corporate business opportunity and who wishes to
participate in it should disclose the opportunity to the Board of
Directors. If the Board of Directors
determines that the Company does not have an actual or expected interest in
the opportunity, then, and only then, may the Director or Senior Management
participate in it, provided that the Director or Senior Management has not
wrongfully utilized the Company's resources in order to acquire the
opportunity.
D. COMPANY PROPERTY
Directors & Senior Management have a
responsibility to safeguard and properly use Company assets and resources,
as well as assets of other organizations that have been entrusted to the
Company. Except as specifically
authorized, Company assets, including Company equipment, materials,
resources and proprietary information, must be used for Company business
purposes only.
E. CONFIDENTIAL INFORMATION
Directors & Senior Management shall
maintain the confidentiality of information entrusted to them by the
Company. The Company’s
confidential and proprietary information shall not be inappropriately
disclosed or used for the personal gain or advantage of the director or
anyone other than the Company.
F.
FAIR DEALING
Directors & Senior Management should
endeavour to deal fairly with the Company’s customers, suppliers,
competitors and employees and should never take unfair advantage of others
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair dealing practice.
G. DISCLOSURE
It is Company
policy to make full, fair, accurate, timely and understandable disclosure
in compliance with all applicable laws and regulations in all its public
communications, including reports and documents that the Company files
with, or submits to, all appropriate Authorities. Directors & Senior Management must
abide by applicable Company policies and procedures designed to promote
compliance with this policy.
H. INSIDER
TRADING
Directors & Senior Management are
prohibited by Company policy and the law from buying or selling securities
of the Company when in possession of material non-public
information. [There is, however, an
exception for trades made pursuant to a pre-existing trading plan.] Passing such information on to someone
who may buy or sell securities (tipping) is also illegal. The prohibition applies to Company securities
and to securities of other companies if you learn material non-public
information about other companies, such as the Company’s customers or
suppliers, in the course of your duties for the Company.
I.
TRADING WINDOW
The trading window shall be closed during
the time, the following information:
(a)
Declaration of financial results (quarterly, half-yearly and annual);
(b) Declaration of Dividends (interim and
final);
(c) Issue of securities by way of
public/rights/bonus, etc.;
(d) Any major expansion plans or execution
of new projects;
(e) Amalgamation, mergers, takeovers and
buy-back;
(f)
Disposal of whole or substantially whole of the undertaking.
The time for commencement of closing of
trading window, shall be 7 days prior to the above.
The trading window shall be opened 24
hours after the information referred to above is made Public.
J.
COMPLIANCE WITH
GOVERNMENTAL LAWS, RULES AND REGULATIONS
Directors & Senior Management must
comply with all applicable governmental laws, rules and regulations.
Directors & Senior Management must acquire appropriate knowledge of the
legal requirements relating to their duties sufficient to enable them to
recognize potential dangers and to know when to seek advice from the Audit
Committee of the Board of Directors or the Board of Directors.
K.
NON-COMPLIANCE
Suspected violations of this Code must be
reported to the Chairman of the Board or the Chairman of the Audit
Committee. All reported violations
will be appropriately investigated.
Directors and Senior Management who violate this Code may be subject
to sanctions, up to and including a request to resign as Director &
Senior Management or the Board’s seeking removal of the director,
where permitted by applicable law.
Directors & Senior Management must co-operate in any internal or
external investigations of possible violations. Reprisal, threats,
retribution or retaliation against any person who has in good faith
reported a violation or a suspected violation of law, this Code or other
Company policies, or against any person who is assisting in any
investigation or process with respect to such a violation, is
prohibited.
L.
WAIVERS OF THE
CODE
Any waiver of this Code must be approved
by the Audit Committee of the Board of Directors and publicly disclosed as
required by law or regulation.
M. NO RIGHTS CREATED
This Code sets
forth guidelines for conduct of the Board of Directors. It is not intended to and does not create
any rights in any director, officer, employee, client, supplier,
competitor, shareholder or any other person or entity.
ACKNOWLEDGMENT
OF RECEIPT OF CODE OF ETHICS FOR DIRECTORS
I have received and read the Company's
Code of Ethics for Directors and Senior Management (the "Code"). I
understand the standards and policies contained in the Code and understand
that there may be additional policies or laws specific to my role. I
further agree to comply with the letter and spirit of the Code.
If I have questions concerning the meaning
or application of the Code, any Company policies, or the legal and
regulatory requirements applicable to my role, I know I can consult the
Audit Committee of the Board/ the Board of Directors, knowing that my
questions or reports to these sources will be maintained in confidence to
the extent reasonably possible
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