INTRODUCTION
This Code of Conduct shall apply to the Board Members, Key Associates, Senior Management and other members of MVW Network International Pvt Ltd (referred to as “Company”). The purpose of this Code is to demonstrate the ethical and transparent process in managing the affairs of the Company and thus to sustain the trust and confidence reposed in the Management by the stakeholders and business partners. Directors, Key Associates and Senior Management are expected to understand, adhere to, comply with and uphold the provisions of this Code and the standards laid down hereunder in their day-to-day functioning.
DEFINITIONS
“Board” means the Board of Directors of the Company.
“Company” means MVW Network International Pvt Ltd, a private company limited incorporated under the Companies Act 1956.
“Code” means the Code of Conduct and ethics applicable to each Director, Key Associates and Senior Management, as amended occasionally.
“Director” means each member of the Company’s Board of Directors, as may be appointed occasionally.
“Key Associates” refers to professionals and or consultants from different fields on contract representing the Company or engaged in leading projects from time to time.
“Senior Management” shall mean employees of the Company, other than Directors, that are members of its core management team, if any, framed by the Company. It includes all employees one level below the Board, including the functional head of each department and unit. When the context requires, it shall also apply to other officers and employees of the Company.
KEY REQUIREMENTS
The Directors, Key Associates and Senior Management shall act within the authority conferred upon them in the best interests of the Company and will:
Act in the best interest of and fulfil their fiduciary obligations to the Company and its shareholders;
Act honestly, fairly, ethically and with integrity;
Conduct themselves in a professional, courteous and respectful manner and not take improper advantage of their position;
Act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated;
Use their prudent judgement to avoid all situations, decisions or relationships which give or could give rise to a conflict of interest or appear to conflict with their responsibilities within the Company;
Not exploit for their own personal gain, opportunities that are discovered through the use of corporate property, information or position, unless the Company declines to pursue a such opportunity for its business interest(s);
Avoid conducting business on behalf of the Company except with the prior approval of the Board; with (a)a relative, (b) a Private Limited Company in which he or his relative is a member or a director, (c) a Public Limited Company in which he or his relative holds 2% or more shares or voting right and (d) with a firm in which the relative is a partner;
Disclose and avoid having any personal and/or financial interest in any business dealings concerning the Company;
Avoid any dealings with a Contractor or Supplier that compromises the ability to transact business on a professional, impartial and competitive basis or influence decisions to be made by the Company;
Ensure compliance with all applicable laws, rules, regulations etc., in both letter and spirit, as appropriate to the Company from time to time;
Not hold any positions or jobs or engage in outside businesses or other interests that are prejudicial to the interests of the Company;
Inform the Board at the earliest opportunity of any existing or potential conflict of interest situation;
Maintain the confidentiality of the insider information/company business coming their way from time to time;
Maintain women employees equally and eliminate any gender discrimination;
Not accept/receive/offer, directly or indirectly, any gifts, donations, remuneration hospitality, illegal payments and comparable benefits/ or anything of value from the Company’s customers, vendors, advisors/consultants, etc. that is perceived as intended, directly or indirectly, to influence any business decision;
Avoid and disclose actual and apparent conflicts of personal interest with the interest of the Company and disclose all contractual interest, whether directly or indirectly, with the Company;
Intimate the Board of Directors/ Company about the emergence of any situation that may disqualify them from the directorship as early as possible;
Not compete with the Company, directly or indirectly;
DUTIES OF INDEPENDENT DIRECTOR
The Independent Directors shall adhere to the duties mentioned in the Companies Act 2013. They shall be held liable only for such acts of omission or commission by a company which had occurred with their knowledge, attributable through Board process and with their consent or responsibility or where they had not acted diligently with respect to the provisions contained in the listed agreement.
AMENDMENTS TO THE CODE
The provisions of this Code can be amended/ modified by the Board of Directors of the Company from time to time in line with any changes in law, changes in Company’s philosophy, vision, business plans or otherwise, and all such amendments/ modifications shall take effect from the date stated therein. All Directors, Key Associates and Senior Management shall be duly informed of such amendments and modifications.
PLACEMENT OF THE CODE ON THE WEBSITE
This Code and any amendments thereto shall be posted on the website of the Company.
ENFORCEMENT OF THE CODE OF CONDUCT
All Directors, Key Associates and/or Senior Management shall be accountable for fully complying with this Code. Waiver of any provision of the Code for an Officer must be placed for approval before the Board of Directors of the Company.
CONSEQUENCES OF NON- COMPLIANCE WITH THIS CODE
In case of breach of this Code by the Directors, Key Associates and Senior Management, the Board of Directors shall deal with the same for initiating appropriate action, as deemed necessary.