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CODE OF CORPORATE GOVERNANCE AND ETHICS 1. Your Directors believe that the provisions relating to Corporate Governance are for enhancing accountability and increasing shareholder value. Organic Coatings Ltd. have over the years consistently practiced the principles of good Corporate Governance. 2. Organic Coatings Ltd. believe that Corporate Governance is the interaction of the Management, Shareholders, and Board of Directors to help ensure that all investors – both shareholders and creditors – are protected against managers acting solely in their own best interest. Corporate Governance consists of laws, policies, procedures, and, most importantly practices, that ensure the well-being of the assets of the company. Corporate Governance is at its highest levels when management is acting as if they are long-term investors in the company. 3. Organic Coatings Ltd. has a strong history of operating with integrity at all levels, both internally and externally. Our actions and the actions of all our employees are governed by devotion and dedication and are permeated by the highest values and principles governing business ethics. Our commitment to operate responsibly is also reflected, inter alia, in the steps we have in place to ensure rigorous financial discipline and Corporate Governance. We look at the Company as a role model for ethics, values and social responsibilities. We believe in a business system that flourishes without consideration of caste, creed or colour. We believe in team spirit that fosters strength and growth. 4. Organic Coatings Ltd. has an experienced Board of Directors, with members appreciating and accepting their role and responsibility in providing strong Corporate Governance. Our Audit Committee is comprised of all independent directors with appropriate skills to provide good control and strong advisories. We also maintain strong internal controls. Our business process controls include an ongoing program of internal and external audits to ensure compliance with all relevant regulations and standards. 5. We affirm and reiterate our commitment to conduct business affairs with high ethical standards. We believe in promoting genuine professionalism, transparency and accountability. 6. We nominate and appoint independent directors strictly on merits. The Company gives prime importance to professionals who would not only give the benefit of useful expertise and experience, but also take genuine interest in and offer unbiased opinion and objective views on all aspects and matters pertaining to and befitting their role as independent directors. An independent director should be concerned more about exercising his judgment without being influenced by any extraneous consideration. He should act in the best interests of the Company notwithstanding the consequence of not pleasing the controlling shareholders and/or top level managers and/or management. His independent role should be valued by all concerned. Honest debate and dissent is the hallmark of corporate democracy. 7. Our company’s reputation is earned by our conduct viz. what we say, what we do, the products we make, the services we provide, and the way we act and treat others. As conscientious citizens and employees, we want to do what is right in an honest and bonafide effort to be at the top of the industry in our field of operation. 8. Conflict of Interest • Conflict Situations : Any relationship, influence, or activity that may impair the ability to make objective and fair decisions is to be avoided. • Disclosure of Interest : Any financial or other material interest by oneself or through relatives / organization in any contract with the company (including vendors and customers), shall be disclosed at first opportunity. • Competing with the Company : Acceptance of any position of influence or of pecuniary interest in any other organization, whose business is in direct competition with that of the Company, shall be avoided. • Use of Company’s Resources / assets / property : Assets of the company are to be used solely for the benefit of the company. Opportunities discovered through use of corporate property, information or position shall not be exploited, for own personal gain, unless the opportunity is disclosed fully in writing to the Company. 9. Confidentiality of Information 10. Compliance with Laws, Rules and Regulations
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