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A. Authority, Purpose, Applicability and
Responsibility for the Observance of The Code
1. This document, The Corporate Governance Code of Conduct (henceforth referred to as The Code), is authorised by the Board of Directors of Hawkins Cookers Ltd (henceforth referred to as Hawkins).
2. The purpose of The Code is to ensure that Hawkins is in compliance with the Companies Act, 2013, Schedule IV Part III, in addition to Clause 49(I-D) of the Listing Agreement of Hawkins with the Stock Exchange, Mumbai, and to provide general guidance to the directors and senior managers of Hawkins in matters of corporate governance.
3. The Code, as detailed herein below in Section B, is applicable to all directors of the Board of Hawkins, whether wholetime or non-executive or independent, and all senior managers of Hawkins such as Senior Vice Presidents, Vice Presidents, Chief Executives, Senior General Managers and the Company Secretary. Each person to whom The Code is applicable shall receive a written notice to that effect along with a copy of The Code and shall be required to affirm compliance with the Code on an annual basis.
4. The provisions of the “Code for Independent Directors”, as detailed herein below in Section C, are additionally applicable to the Independent Directors.
5. The responsibility for the observance of The Code rests individually on each person to whom The Code is applicable and collectively on the Board of Directors of Hawkins. In addition to their individual responsibility for the observance of The Code, the directors carry a collective responsibility to exercise all due diligence with the purpose of ensuring that all to whom The Code is applicable are in compliance with it.
6. Upon being seized of any matter concerning an alleged contravention of the Code by a person to whom it is applicable, the Board of Directors, or any body approved by them for the purpose, shall look into all relevant facts and circumstances of the alleged contravention, giving a suitable opportunity to the person who is alleged to be in contravention of The Code to explain his conduct, reach a determination about the alleged contravention and decide suitable corrective action.
7. The modified Code was considered and adopted by the Board of Directors of Hawkins at their meeting held on May 27, 2014, to come into effect on October 1, 2014, and it replaces the Code considered and adopted by the Board of Directors of Hawkins at their meeting held on October 29, 2005, that came into effect on January 1, 2006.
8. The Board of Hawkins has the right and responsibility to suitably amend The Code from time to time as may be required by law, changing circumstances or any other consideration.
B. The Code
1. The conduct of all to whom The Code applies shall be conducive to the business success of Hawkins in the long term.
2. The long term business success of Hawkins requires considerate and ethical treatment of customers, suppliers, employees, governmental and regulatory authorities and shareholders. All to whom The Code applies shall always act in accordance with this requirement.
3. The prime importance given to long term business success does not mean that we can ignore the requirement for timely action. All to whom The Code applies must so manage their work that the immediate, medium and long term goals of the business are well served.
4. The separate entity, property and interest of Hawkins as distinct from the entity, property and interest of those to whom The Code applies has to be recognised and respected. In case of any conflict of interest, all those to whom The Code applies must act to protect the interest of Hawkins. In case of any doubt, the matter must be referred up the chain of command.
5. In case anyone to whom The Code applies perceives a problem of conflict of interest or ethics in his superior or in anyone else to whom The Code applies, he is required to report the facts which form the basis of his apprehension to his superior's superior (if the superior is the object of suspicion) or, in other cases, to his superior.
6. All those to whom The Code applies must ensure that all operations under their charge in or of Hawkins are in compliance with the law.
7. The financial, physical and intellectual property of Hawkins must be protected suitably at all times and only used with proper authority in the interest of Hawkins.
8. Confidentiality of the know-how, processes and operations of Hawkins must be maintained and all due diligence exercised to ensure that there is no inadvertent or deliberate breach of the requirement of confidentiality. The requirement of confidentiality applies to all documents on paper or in an electronic form that are labelled as such, all drawings, diagrams, process charts and the like in any form whatsoever, all conversations or discussions the content of which may assist existing or potential competitors or tend to bring Hawkins into disrepute, provided that any disclosure required by law shall not be regarded as a breach of this requirement.
9. All relevant aspects of a recommendation or decision have to be thought through before the recommendation or the decision is taken. Past precedent, available data and future effects have to be considered. The degree of detail to which any matter is looked into has to be appropriate to the subject and its potential for future good or harm to the company.
10. The requirement for thoughtful decisions does not excuse inordinate delay. The manager has either to give a decision on the spot or to indicate a reasonable period of time in which the decision will be given and then keep to that commitment. The manager has to either take a decision himself or to refer it upwards with sufficient data on which a decision may be taken with a clear recommendation.
11. The manager has not merely to respond to instructions but also to take action on his own initiative in the company's interest. Policies and procedures are to be followed but not unthinkingly. The manager has to continually be on the look out for possible improvements. Changes have to be implemented after consultation with all concerned in Hawkins. Unresolved conflicts of opinion have to be referred up the organisation for determination at the appropriate level.
12. Meticulous planning, briefing, coordination and monitoring are required to ensure the implementation of decisions which is the prime responsibility of the head of the function. The head must know when and with whom to put instructions in writing and when and with whom to rely on oral instructions, understanding that his responsibility for implementation is undiluted in either case.
13. It is a business requirement and the desired managerial culture in Hawkins that managers at all levels are encouraged to speak their minds freely without fear or favour on all issues concerning the business and in the interest of Hawkins. Toadyism, currying favour, office politics and groupism are to be eschewed and discouraged. The continuing search for better ways of working, the exercise of initiative, responsiveness to internal clients and external customers, mutual cooperation and teamwork are to be adopted and encouraged, always provided that all such efforts are in the interest of Hawkins.
14. The free expression of opinion and the exercise of initiative has to coexist with and be subject to the requirements of managerial discipline. Once decisions are taken at the appropriate level after full and free discussion of the issues involved, the decisions have to be implemented faithfully and vigorously regardless of anyone's individual opinion in the matter. At the same time, the decision makers have to be kept suitably informed of the results of the implementation so that corrective action may be taken if any is required.
15. Managers are expected to act within the levels of authority delegated to them and to refer upwards matters which exceed their authority. In exceptional circumstances, however, managers may act beyond their level of authority if in their opinion the delay caused by a reference upwards would significantly prejudice the interest of Hawkins, provided the manager informs his superior as soon as possible about the action taken by him/her and the circumstances that necessitated the immediate action. Thereafter, the immediate action taken and the circumstances that purportedly compelled it would be reviewed at an appropriate level and the manager would be advised suitably.
16. The development of subordinates is a corporate requirement. A fair and firm approach is required. Subordinates have to be developed by example, by controlled exposure to greater responsibility, by challenging of their faculties in on-the-job discussion and training programmes and by appraisals and counselling.
17. Record management is an important requirement of corporate governance. Records have to be maintained securely for the legally or otherwise required periods or, in some cases, in perpetuity. After the required period for any record is over, it has to be destroyed to conserve storage space and to facilitate access to records. It is the responsibility of all to whom The Code applies to formulate a policy for record management for matters under their charge and to ensure its implementation after the approval of the policy at the appropriate level.
18. It is the responsibility of all executive directors and senior managers to ensure that all other managers and employees of Hawkins under their charge act appropriately in accordance with the principles of The Code.
C. Duties of Independent Directors
The Independent Directors shall –
1. Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
2. Seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;
3. Strive to attend all meetings of the Board of Directors and of the Board Committees to which he or she is a member;
4. Participate constructively and actively in the Committees of the Board in which they are chairpersons or members;
5. Strive to attend the general meetings of the company;
6. Where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board Meeting;
7. Keep themselves well informed about the company and the external environment in which it operates;
8. Not to unfairly obstruct the functioning of an otherwise proper Board or Committee of the Board;
9. Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;
10. Ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
11. Report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy;11. Report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy;
12. Acting within his or her authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
13. Not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.