Code of Conduct Of Board Members of Sonali Paper & Board Mills Limited
The following code of conduct has been determined by the Nomination & Remuneration Committee for the Chairperson, other board members, and Chief Executive Officer of Sonali Paper & Board Mills Limited.
1. PREAMBLE
- The Code of Conduct shall be called ‘Code of Conduct for Board of Directors of Sonali Paper & Board Mills Limited’ (hereinafter referred to as “the Company”).
- The Code has been framed in compliance with clause 1(7) of the Notification of Corporate Governance Code of Bangladesh Securities & Exchange Commission dated 03 June 2018, which stipulates that the Board of Directors of every listed Company shall lay down a code of conduct for all board members of the Company based on the recommendation of the Nomination and Remuneration Committee (NRC).
2. OBJECTIVE
With a view to maintaining high standards of governance, recognizing the virtues of honesty and accountability, and serving as a guideline for addressing situations involving ethical issues in all spheres of activities of the Company, the following code of conduct is required to be observed.
3. KEY REQUIREMENTS
The Board Members must act within the authority conferred upon them and in the best interests of the Company and observe the following code of conduct:
A. ACCOUNTABILITY
The Directors shall discharge their duties in good faith and integrity in business judgment and in the best interests of the Company and its stakeholders. They are expected to use their best endeavors and organize the resources for advancing the Company’s objectives. They shall act ethically, honestly, diligently, and in good faith to protect the Company’s brand equity and image.
B. AVOIDANCE OF CONFLICT OF INTEREST
Directors shall not engage in any business, relationship, or activity that may be in conflict with the interests of the Company. Conflict of interests also arises when a Director or a member of his or her family receives improper personal benefits as a result of his or her position as director of the
Company. The Code does not attempt to describe all possible conflicts of interest that could develop. Any situation that creates or appears to create a conflict of interest must be avoided.
C. COMPLIANCE
All applicable laws, rules, and regulations shall be complied with. In order to assist the Company in promoting lawful and ethical behavior, any possible violation of laws, rules, regulations, or the code of conduct shall be reported to the Board of Directors through the Company Secretary.
D. OTHER DIRECTORSHIP
The Directors must disclose their Directorship, Committee Membership on the Board of other companies, and substantial shareholding in other companies to the Board on an ongoing basis.
E. CONFIDENTIALITY OF INFORMATION
Any information connecting the Company’s business, performance, its customers, suppliers, etc., which is not in the public domain and to which the Directors have access or possess must be considered confidential and held in confidence, unless authorized to do so and when disclosure is required under any law. Examples of confidential information include but are not restricted to:
- Information not yet released to the public
- Unpublished Company Strategy
- Investments, planned mergers, or acquisitions
- Information received from customers or partners
- Unpublished Financial information/ PSI
- Employee information
F. INSIDER TRADING
Directors shall not derive benefit or assist others in deriving benefits by giving investment advice based on unpublished price-sensitive information as defined in the notification of BSEC about the company, therefore constituting insider information. All Directors/Senior Management personnel shall comply with this notification (Prohibition of Insider Trading).
G. EQUITY
All attempts should be made to maintain equity and fair justice while dealing on behalf of the Company. The Directors shall be committed to providing a work environment free from unlawful discrimination, harassment, and intimidation of any nature. Any kind of harassment and discrimination based on gender, religion, age, ethnic origin, and other such characteristics shall be strictly prohibited. They shall strive for maintaining a safe workplace by following safety and health rules and practices.
H. INVESTOR FOCUS
The Directors shall focus on investor satisfaction. They shall ensure that the communications given are accurate and truthful, do not deliberately omit important facts, and are not misleading in nature.
I. TEAMWORK AND SPIRIT
The principles of mutual trust, teamwork, and spirit shall be appreciated and maintained. Best efforts shall be made to contribute to an environment that builds confidence and empowers people through personal and professional growth. They shall attempt that the teams grow together through collaborative working, skills development, knowledge sharing, and learning from each other.
J. CORPORATE OPPORTUNITY
- Taking any personal opportunity directly or indirectly that belongs to the Company or is discovered through the use of the Company’s property, information, or position is prohibited.
- Using the Company’s property, information, or position for personal gain/advantage or to the detriment of the Company is prohibited.
K. SAFEGUARDING COMPANY’S ASSETS
The use of Company’s assets for illegal or unethical business purposes shall be strictly prohibited. Protecting the Company’s assets, regardless of whether they are tangible or intangible, is the responsibility of each Director.
L. FINANCIAL RECORD KEEPING & REPORTING
The Company shall prepare and maintain its accounts fairly and accurately and in accordance with the accounting and financial reporting standards, representing the generally accepted guidelines, principles, standards, laws, and regulations of Bangladesh. Every business transaction undertaken by the Company must be recorded in its books accurately and in a timely manner. The Directors must ensure that accurate information is provided for the preparation of these documents and shall never make any false or misleading entries. All reasonable efforts are expected to ensure that all business records and reports are accurate, complete, and reliable.
M. CUSTOMERS
The Company’s prosperity is founded on customer satisfaction. The board shall maintain a good business relationship with all customers by providing clear, concrete, pertinent, and honest information. The Board should ensure that the Company is committed to supplying products and services of the highest quality standards backed by efficient after-sales service, consistent with the requirements of the customers to ensure their total satisfaction.
N. SUPPLIER RELATIONSHIP
Suppliers of the Company are to be chosen in consideration of objective criteria, based on quality, reliability, price, utility, and performance or service. Suppliers are to be treated justly, fairly, and honestly.
O. HUMAN RESOURCES/EMPLOYEE RELATIONS
Directors shall strive for causing the Company to maintain cordial employee relations, build competency-based human resource systems, and maintain human resource policies that align its human resource policies, processes, and initiatives to meet its business needs.
P. PERIODIC REVIEW
Once in every year or upon revision of this code, every Director must acknowledge and execute an understanding of the code and an affirmation that he/she has complied with the code. New Directors, if any, will sign such a deed at the time of joining.