CODE OF ETHICS FOR BOARD MEMBERS AND SENIOR MANAGERS
This Code of Ethics for Board Members and Senior Managers (the “code”) helps maintain the standards of business conduct for CAPRICORN SYSTEMS GLOBAL SOLUTIONS LIMITED (the “Company”), and ensures compliance with legal requirements, specifically under Corporate Governance compliance. The matters covered in this code are of the utmost importance to the Company, our shareholders and our business partners. Further, these are essential so that we can conduct our business in accordance with our stated values.
The Code is applicable to the following persons, referred to as Officers:
All General Managers. (Functional heads).
All professional serving in the roles of finance, tax, accounting, purchase and investor relations.
Ethical business conduct is critical to our business. Accordingly, Officers are expected to read and understand this Code, uphold these standards in day-to-day activities, and comply with: all applicable laws; rules and regulations; the Astra Code of Conduct; and all applicable policies and procedures adopted by the Company that govern the conduct of its employees.
Nothing in this Code, in any Company policies and procedures, or in other related communications (verbal or written), creates or implies an employment contract or term of employment.
Officers should sign the acknowledgement form at the end of this Code and return the form to the Finance department indicating that they have received, read and understood, and agree to comply with the Code. The signed acknowledgement form will be located in each Officer’s personnel files. Each year, as part of their annual review, Officers will be asked to sign an acknowledgment indicating their continued understanding of the code.
2. HONEST AND ETHICAL CONDUCT
We expect all Officers to act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct, while working on the Company’s premises or at any other place where Officers are representing the Company.
We consider honest conduct to be conduct that is free from fraud or deception. We consider ethical conduct to be conduct conforming to the accepted professional standards of conduct. Ethical conduct includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
3. CONFLICTS OF INTEREST
An Officer’s duty to the Company demands that he or she avoids and discloses actual and apparent conflicts of interest. A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company. Examples include:
In consideration of employment with the Company, Officers are expected to devote their full attention to the business interests of the Company. Officers are prohibited from engaging in any activity that interferes with their performance or responsibilities to the Company, or is otherwise in conflict with or prejudicial to the Company. Our policies prohibit Officers from accepting simultaneous employment with suppliers, customers or competitors of the Company, or from taking part in any activity that enhances or supports a competitor’s position. Additionally, Officers must disclose to the Company’s audit committee, any interest that they have that may conflict with the business of the Company.
B. Outside directorships:
It is a conflict of interest to serve as a director of any company that competes with the Company. Officers must first obtain approval from the Company’s audit committee before accepting a directorship.
C. Business Interests:
If an Officer is considering investing in any customer, supplier or competitor of the Company, he or she must first take care to ensure that these investments do not compromise on their responsibilities to the Company. Our policy requires that Officers first obtain approval from the Company’s audit committee before making such an investment. Many factors should be considered in determining whether a conflict exists, including the size and nature of the investment; the Officer’s ability to influence the Company’s decisions; his or her access to confidential information of the Company or of the other company; and the nature of the relationship between the Company and the other company.
D. Related parties:
As a general rule, Officers should avoid conducting Company business with a relative, or with a business in which a relative is associated in any significant role. Relatives include spouse, siblings, children, parents, grandparents, grandchildren, aunts, uncles, nieces, nephews, cousins, step relationships, and in-laws. The Company discourages the employment of relatives of Officers in positions or assignments within the same department. Further, the Company prohibits the employment of such individuals in position that have a financial dependence or influence (e.g., an auditing or control relationship, or a supervisor / subordinate relationship).
E. Payments or gifts from others:
Under no circumstances may Officers accept any offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value from customers, vendors, consultants, etc., that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any commitment of fraud, or opportunity for the commitment of any fraud.
F. Corporate Opportunities:
Officers may not exploit for their own personal gain, opportunities that are discovered through the use of corporate property, information or position, unless the opportunity is disclosed fully in writing to the Company’s board of directors and the board declines to pursue such opportunity.
G. Other situations:
Because other conflicts of interest may arise, it would be impractical to attempt to list all possible situations. If a proposed transaction or situation raises any questions or doubts, Officers must consult the Company’s audit committee.
4. COMPLIANCE WITH GOVERNMENTAL LAWS, RULES AND REGULATIONS:
Officers must comply with all applicable governmental laws, rules and regulations. Officers must acquire appropriate knowledge of the legal requirements relating to their duties sufficient to enable them to recognize potential dangers and to know when to seek advice from the finance department. Violations of applicable governmental laws, rules and regulations may subject Officers to individual criminal or civil liability, as well as to disciplinary action by the Company. Such individual violations may also subject the Company to civil or criminal liability or the loss of business.
5. VIOLATIONS OF THE CODE:
Part of an Officer’s job and of his or her ethical responsibility is to help this code. Officers should be alert to possible violations and report this to the Finance department.
The Company will take appropriate action against any Officer whose actions are found to violate the Code or any other policy of the Company. Disciplinary actions may include immediate termination of employment 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.
6. WAIVERS AND AMENDMENTS OF THE CODE:
We are committed to continuously reviewing and updating our policies and procedures. Therefore, this code is subject to modification. Any amendment or waiver of any provision of this code must be approved in writing by the Company’s Board of Directors.
Please click here for Code of Ethics in .pdf format