CODE OF CONDUCT FOR DIRECTORS AND EXECUTIVES OF SREELEATHERS LTD
The Board of Directors and Senior Management of SREELEATHERS LTD. subscribe to the following code of
conduct adopted by the Board. The Code is prescribed in order to create corporate culture that promotes
highest standards of ethical conduct in the interests of shareholders and all other stakeholders and to
provide guidance to the directors to help them recognize and deal with ethical issues.
No code can anticipate every situation that may arise or substitute for thoughtful behavior of any Director.
The Comapany will provide each Director with a copy of this code when He / She assumes office. This code
will be read out in the first meeting of each financial year.
1. HONESTY AND INTEGRITY
The Directors and Executives shall act honestly and with integrity in all their dealings for the company.
They shall not discriminate on the grounds of peoples’ race, religion, gender, marital status or disability.
2. CONFLICT OF INTEREST
Directors and Executives must avoid any conflicts of interest between the director and the Company.
Directors should make business decisions in the best interest of the Company. Actions by Directors and
Executives must be based on sound business judgement and not motivated by personal interest or gain. A
“conflict of interest” can occur when:
a. A director’s personal interest is adverse to, or may appear to be adverse to the interest of the Company as
a whole.
b. A director or his relative receives personal benefits as a result of his or her position as a director of the
Company.
c. The Company does business with entities in which the Directors or their relatives are interested.
Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the
Company, should be disclosed promptly to the Board of Directors.
3. CORPORATE OPPORTUNITIES
Directors and Executives are prohibited from:
a. Taking for themselves or their companies, opportunities that are discovered through the use of Company
information or position as a director.
b. Using the Company’s assets, labour or information for personal gain; or
c. Competing with the Company for business opportunities.
4. GIFTS, FAVOURS AND ENTERTAINMENT
The Directors and Executives should not accept or provide gifts, favours or entertainment in their role as
Company Director or Executive from or to persons or entities with which the Company has or is likely to
have a business relationship.
5. PROTECTING COMPANY ASSETS
Directors and Executives should protect the Company assets and ensure their efficient utilisation. Company
resources should be used only to conduct company business or for purposes authorized by management.
6. CONFIDENTIALITY
Directors and Executives must maintain the confidentiality of information entrusted to them by the
Company and any other confidential information about the Company that comes to them, from whatever
source, in their capacity as a director or Executive, except when disclosure is authorized or legally
mandated. For purpose of this Code, “confidential information” includes all non-public information relating
to the Company.
7. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Directors and Executives must comply, and oversee compliance by employees, officers and other
directors, with laws, rules and regulations applicable to the Company.
8. FAIR DEALING
Directors and Executives must deal fairly, and must oversee fair dealing by employees and officers,
with the Company’s customers, suppliers, competitors and employees.
9. INSIDER TRADING
The Directors and Executives should not indulge in “Insider Trading”.. The Directors and Executives
should not trade in securities or tip others to trade in securities of the Company on the basis of material
information before it is made publicly available to ordinary investors through appropriate media.
10. ENCOURING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOUR
Directors and Executives should promote ethical behaviour and take steps to ensure the Company:
a. Encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt
about the best course of action in a particular situation.
b. Encourages employees to report violations of laws, rules, regulations or the Company’s Code of Conduct
to appropriate personnel.
c. Informs employees that the Company will not allow retaliation for report made in good faith.
11. COMPLIANCE STANDARDS
Directors and Executives should communicate any suspected violations of this Code promptly to
the Board of Directors. Violations will be investigated by the Board or by persons authorsied by the Board,
and appropriate action will be taken in the event of any violations of the Code.
12. WAIVER OF CODE OF CONDUCT
Any waiver of this Code may be made only by the Board of Directors and noted in the minutes of it’s
meeting and should be disclosed to the Company’s Shareholders in the Annual Report.
13. ACKNOWLEDGEMENT
I have received, read and understood the Comapany’s Code for Board of Directors of the Company and I
agree to comply with it.
______________________________
Name
______________________________
Signature
__________________________
Date
