CII prescribes code of conduct for cos to gain invetors confidence
New Delhi, Sep 17 (UNI) Emphasising on transparency and international disclosure standards in the corporate sector to develop higher levels of investors confidence in business and industry, CII has prescribed a model code of conduct for companies board of directors and management.
The industry body opined that the members of the board have a responsibility to carry out their duties in an honest and ethical manner and within the scope of their authority, as set forth in the Indian corporate law as well as in the Memorandum and Articles of Association of the company.
CII said that board and senior management are responsible for the oversight of the assets and business affairs of the company in an honest, fair, diligent and ethical manner. ''As directors, they must act within the bounds of the authority conferred upon them and with the duty to make and enact informed decisions and policies in the best interests of the company.'' ' The Securities and Exchange Board of India (SEBI) through Clause 49 has made it mandatory for listed companies, that a company's board shall lay down a code of conduct for all board members and senior management of the company. The code of conduct shall be posted on the website of the company and all board members and senior management personnel shall affirm compliance with the code on an annual basis.
Also, the annual report of the company shall contain a declaration to this effect signed by the CEO.
CII suggested that the directors need to adopt the model code of conduct and are expected to adhere to the standards of care, loyalty, good faith and the avoidance of conflicts of interest.
The board members and senior management shall act for the best interests of their fiduciary obligations to the company and to deal fairly with all stakeholders, comply with all applicable laws, rules and regulations.
The chamber further said that the directors and senior management shall annually sign a confirmation that they have read and complied with the codes.
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