The following outlines the principal Corporate Governance procedures of Satchmo Holdings Limited in fulfilling its obligations and responsibilities to its various stake holders. The Board has established a Corporate Governance structure that incorporates comprehensive systems of control as the basis for the proper administration of Corporate Governance.
The Board clearly establishes relationship between the Board and the Management and describes their function and responsibilities.
The Board is accountable to shareholders for the activities and performance of the Company and has overall responsibility for the Company’s development of business and its corporate governance.
However, the Board does not itself manage the business and affairs of the Company.
Responsibility for management of the Company’s business and affairs, within the scope of the framework established by the Board is delegated to the Managing Director / Executive Director / Chief Operating Officer who are accountable to the Board.
The Board is responsible for setting the strategic direction of the Company, establishing goals for Management and Monitoring the achievement of those goals.
The Key responsibilities of the Board include
Composition of the Board shall be determined in accordance with the following principals and guidelines:
The Board meets at least 4 times a year to consider the businesses of Satchmo Holdings Limited, financial performance and other Operational issues.
Out of the total strength of the Board, two-thirds of the Directors, other than the Executive / Managing Director are liable to retire by rotation.
At every Annual General Meeting of the Company, one-third of such Non-Executive Directors for the time being as are liable to retire by rotation. If the number of retiring Director is not three or a multiple of three, the number nearest to one-third shall retire from office.
A retiring Director shall be eligible for re-election.
The Board (where appropriate) may establish a number of committees to assist in carrying out its responsibilities in an effective and efficient manner.
The Board Committees assist the Board in discharge of its responsibilities and are governed by their respective charters, as approved by the Board.
The remuneration committee reviews and makes recommendations on remuneration policies for the Company including, in particular, the Managing Director, Executive Director and Senior Management.
It makes recommendation to the Board on the performance of the Senior Management.
The Board has an Audit and Compliance Committee.The committee monitors internal control policies and procedures designed to safeguard Company assets and to maintain the integrity of financial reporting, consistent with SEBI requirements.
The role of the Committee is to provide a direct link between the Board and External auditors.
The committee also gives the Board of Directors additional assurance regarding the quality and reliability of financial information prepared for use by the Board in determining polices or inclusion in financial statements.
The responsibilities of the Audit and Compliance Committee includes:
There are adequate checks and controls in the Company’s system, both internal verification/ audit and external checks by Statutory auditors.
The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. These procedures shall be periodically reviewed to ensure that executive management controls risk through means of a properly defined framework
CODE OF BUSINESS CONDUCT AND ETHICS
This Code of Business Conduct and Ethics is intended to help and ensure compliance with legal requirements and our own standards of business conduct and ethics. All Company directors, executives and employees are expected to read and understand this Code of Business Conduct and Ethics, uphold these standards in day-to-day activities, comply with all applicable policies and procedures, and ensure that all business associates, agents and contractors are aware of, understand and adhere to these standards.
Directors, executives, and employees of the Company are required to conduct their business affairs in conformity and compatibility with applicable laws, rules, and regulations both in letter and spirit, in all the territories in which he/she operates. They shall also encourage and promote such behaviour for themselves, colleagues, and employees across the Company.
Directors, executives, and employees must acquire appropriate knowledge of the legal requirements related to their duties and sufficient to enable them to recognize potential dangers and to know when to seek advice from the relevant department. Violation of applicable government laws, rules and regulations may subject Directors, executives and employees to individual criminal or civil liability as well as to disciplinary action by the Company.
Intellectual Property Rights is an important area for the success of the Company. All employees should ensure that intellectual property rights of the Company viz. trademarks, trade name, copyrights, etc. are duly protected through registration of the same with concerned statutory authorities to prevent any misuse of the same by others.
Each of us has a responsibility towards the Company, our stockholders and each other. Although this duty does not prevent us from engaging in personal transactions and investments, it does demand that we avoid situations where a conflict of interest might occur or appear to occur. The Company is subject to scrutiny from many different individuals, organizations and even society.
We should always strive to avoid even the appearance of impropriety.
An employee involved in any of the types of relationships or situations described in this policy should immediately and fully disclose the relevant circumstances to his or her immediate supervisor, or any other appropriate supervisor, for a determination about whether a potential or actual conflict exists. Failure to disclose facts shall constitute grounds for disciplinary action.
Director, executives and employees and his immediate family shall not derive any benefits or assist others to derive any benefits from access to and possession of information about the Company or the group, which is not in the public domain and thus constitutes insider information.
Employees of the Company shall not use or proliferate information which is not available to the investing public and which therefore constitutes insider information for making or giving advice on investment decisions on the securities of the group Company on which insider information has been obtained.
Such insider information might inter-alia includes the following:
Director, executives and employees may not exploit for their own personal gain opportunities that are unfold or discovered through the use of Company’s property, information or position unless such opportunity is disclosed to the Board of Directors / Committee of Directors in writing and the Board / Committee of Directors declines to pursue such opportunity.
Director, executives, and employees should not take unfair advantage of anyone through manipulation, concealment, and /or misrepresentation of material facts or any other unfair trade practices.
The Company shall be enabled to fully strive for the establishment and support of a competitive open market economy in India and abroad and shall cooperate in the efforts to promote the progressive and judicious liberation of trade and investment by a country.
Our products and services shall be competitive and whilst fulfilling the needs of our customers, shall offer the best possible value to our customers such that the Company becomes the customer’s first choice for quality and service. No false or misleading claims shall be made whilst marketing our products or services. Our service standards shall be of the highest possible order.
The Company wants to attract, develop, and motivate the best people. We will create a work environment that is open, honest, and unprejudiced and which encourages people to achieve their full potential. We will value people’s individual and team contributions and offer opportunities to share in the Company’s commercial success.
The Company will cultivate a global network of collaborative and mutually beneficial alliances. The Company will respect partner’s customs and traditions and be honest and ethical in our dealings.
We as a team will work with partners in creation of successful ventures, which have high standards of integrity and business practice. We will use our values and principles in dialogue with other organizations and in considering new and existing relationships.
The Company will value its vendors. We will work with them in innovative ways that create added value for our customers and trading partners. The Company will have a fair procurement process, administering tendering and contracting procedures in good faith.
The Company will contribute to the well being of the societies in which it operates through its business activities and the skills of its people. The Company will maintain the highest level of integrity while respecting local laws, customs and traditions. We will work with community and other organizations to support non-profit making activities that benefit wider society.
The Company is committed to providing a work environment free of harassment. Company policy prohibits harassment based on caste, religious creed, physical or mental disability, medical condition, age, sexual orientation, and/or any other basis protected by law or ordinance or regulation. All such harassment is unlawful. The Company’s anti-harassment policy applies to all persons involved in the operation of the Company and prohibits unlawfulharassment by any employee of the Company.
The business of the Company shall be carried on in a congenial environment whereby adequate health and safety measures are taken in the workplace of the employees. Directors and executives shall ensure that due compliance of all laws and regulations pertaining to health and safety measures are ensured on a continuous basis.
Everybody shall be committed to prevent wasteful use of natural resources and minimize any hazardous impact of the development, production, use and disposal of any of its products and services on the ecological environment.
Directors, executives, and employees of Satchmo Holdings Limited shall deal on behalf of the Company with professionalism, honesty, integrity as well as high moral and ethical standards. Such conduct shall be fair and transparent and be perceived to be as such by third parties.
Every employee shall be responsible for the implementation of and compliance with the code in his/her professional environment. Failure to adhere to the code could attract severe consequences including termination of employment.
The matters covered in this Code of Business Conduct and Ethics are of the utmost importance to the Company, its stockholders and its business partners, and are essential to the Company’s ability to conduct its business in accordance with its stated values. We expect of all our employees, business associates, agents, contractors and consultants to adhere to these rules in carrying out their duties for the Company.
The Company will take appropriate action against any employee, business associates, agent, contractor or consultant whose actions are found to violate these policies or any other policies of the Company. Disciplinary actions may include immediate termination of employment or business relationship at the Company’s sole discretion. Where the Company has suffered a loss, it may pursue its remedies against the individuals or entities responsible. Where laws have been violated, the Company will cooperate fully with the appropriate authorities.
WHISTLE- BLOWING POLICY AND PROCEDURES
Satchmo Holdings Limited is committed to the highest standards of moral and ethical integrity, transparency, and propriety in its work. Towards this end, the Company encourages staff with bonafide concerns over core values, probity and integrity, legal compliance, violation of the Satchmo Holdings Limited Code of Conduct (Code of Conduct) or good Safety Health Environment (SHE) practices to come forward and express their bonafide concerns without fear of victimization, harassment or retribution.
Aim and Scope
This policy aims to -:
The Company will ensure the following safeguards to employees making such disclosures provided -:
Prevention of harassment or victimization
The employee would be protected against actions such as dismissal, demotion, disciplinary action or punishment or any form of harassment or victimization, discrimination, bias, or other unfair employment practices directly or indirectly attributable to whistle-blowing. Any action as aforesaid or threat of any such action would be treated as a serious disciplinary offence and liable to serious disciplinary action.
In case of any complain of sexual harassment, an appropriate committee consisting of individuals who have the required independence, objectivity and stature would be constituted by the Managing Director of the Company.
The Company recognizes that some individuals would wish to raise a concern in confidence. The Company will do its best to protect the identity of any employee who whistle-blows and wishes to remain anonymous as also the confidentiality of the concern raised in confidence.
Reckless / Irresponsible Allegations
Investigations are costly, time-consuming, and potentially damaging events and the Company will not encourage allegations that are reckless, irresponsible, malicious or were made for ulterior purposes.
PROCEDURES FOR RAISING CONCERNS
The Company offers the employee a stepwise approach to get answers to questions about integrity issues and to raise any concerns about what might be a violation:
Contact the Audit Committee Chairman
Mr. Ananthanarayanan S at firstname.lastname@example.org or at +91 99021 68702
PROCEDURE FOR HANDLING WHISTLE BLOWING
An appropriate committee comprising of the Senior Management Team (SMT) members will be constituted by the Managing Director.
The step wise approach will be as follows:
If the allegation is against any of the Executive Vice President / Vice President, while the above procedures will be followed, the committee will be constituted as under:
Due action as recommended by the committee would be followed up for implementation and file closed with sign off by MD / Audit Committee.
Procedure if the allegation is not established or where committee has doubts over the allegation
An environment at the workplace for preservation and enforcement of the right to gender equality of the working woman is the Company’s desired objective.
Sexual harassment includes such unwelcome sexually determined behaviour (whether directly or by implication) as:
Where any of the above acts is committed in circumstances where under the victim of such conduct has a reasonable apprehension that in relation to the victim’s employment or work such conduct can be humiliating and may constitute a health and safety problem. It is discriminatory for instance when the woman has reasonable grounds to believe that her objection would disadvantage her in connection with her employment or work including recruiting or promotion or where it creates a hostile work environment. Adverse consequences might be visited if the victim does not consent to the conduct in question or raises any objection thereto.
Whether or not such conduct constitutes an offence under law or a breach of the service rules, an appropriate committee as detailed below would be set up to redress the complaint made by the victim. Such complaint mechanism should ensure time bound treatment of complaints preferably within one month.
A Complaints Committee shall be constituted by the MD and should be headed by a woman and not less than half of its members should be women. Further, to prevent the possibility of any undue pressure or influence from senior levels, such Complaints Committee should involve a totally independent third party. The committee should maintain strict confidentiality and conduct itself with utmost fairness and total impartiality, without fear or favour.
Where a complainant has good reason to object to the inclusion in the Committee of a particular individual, he / she should not be a member. Also, no individual should be appointed to the Committee where there is a conflict of interest, direct or indirect, or a potential conflict of interest.
As enumerated in II above.
During the investigation, the committee shall ensure that victims, and / or witnesses are not victimized or discriminated against while dealing with complaints of sexual harassment.
It is once again emphasized that the committee should maintain strict confidentiality.
The close out procedure under this will be same as enumerated in III above.
In addition to the above where such conduct amounts to a specific offence under the Indian Penal Code or under any other law, the employer shall initiate appropriate action in accordance with law by making a complaint with the appropriate authority.