The revised Clause 49 of the Listing Agreement pertaining to Corporate Governance prescribes that the Board of Directors shall lay down a Code of Conduct for all Board Members and Senior Management of the Company. This Code of Conduct shall be posted on the website of the Company.
All Board members and senior management personnel shall affirm compliance with the Code on an annual basis. The Annual Report of the Company shall contain a declaration to this effect signed by the Chief Executive Officer (CEO).
The term ‘Senior Management’ shall mean personnel of the Company who are members of the core team excluding Board of Directors. Normally this would comprise of all members of management one level below the Executive Director, including all functional heads. Such as Accounts & Finance Head, Sales Head, Production Head, Company Secretary and such other similar personnel.
The Board of Directors is vested with all powers of management of the affairs of the Company. The Board thus becomes the working organ of the Company. The Board of Directors as a collective body is exclusively empowered to manage the affairs of the Company. Even the shareholders, who appoint them, cannot interfere in their domain of power.
The contribution of directors on the Board of a Company in providing leadership, vision, strategy, monitoring, supervision and accountability towards the various stakeholders of the Company, with a view to achieving greater levels of performance on a sustained basis as well as adherence to the best practices of Corporate Governance, has been phenomenal.
The Senior Management constantly interacts with the Board of directors and is primarily responsible for executing and translating into reality the plans, policies and programmes laid down by the Board and for achieving the targeted objectives.