CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNELS

CODE OF CONDUCT DATED AUGUST 14 2014 FOR THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF SHRIRAM ASSET MANAGEMENT COMPANY LIMITED
The members of the Board of Directors and the Senior Management Personnel of Shriram Asset Management Company Limited (the Company) acknowledges and accepts the scope and extent of their duties in their respective capacities as Directors and Senior Management Personnel. Board of Directors and the Senior Management Personnel have a responsibility to carry out their duties in an honest and businesslike manner. Board of Directors and the Senior Management Personnel are entrusted with and are responsible for the oversight of the assets and business affairs of the Company in an honest, fair, diligent and ethical manner. As Directors/Senior Management Personnel, they must act within the bounds of the authority conferred upon them and with the duty to make and enact informed decisions and policies in the best interests of the Company and its shareholders.

For the purpose of this code ‘Senior Management Personnel’ shall mean personnel of the company who are members of its core management team excluding Board of Directors. This would comprise all members of management one level below the executive directors, including all functional heads.

The Board of Directors has adopted the following Code of Conduct at its meeting held on August 14, 2014 and all the Directors/Senior Management Personnel are expected to adhere to this Code of Conduct.


Board Members/Senior Management Personnel will:

arrow Act in the best interests of, and fulfill their fiduciary obligations to the shareholders of the Company;
arrow Act honestly, fairly, ethically and with integrity;
arrow Conduct themselves in a professional, courteous and respectful manner;
arrow Comply with all applicable laws, rules and regulations;
arrow Oversee the conduct of the Company's business to evaluate whether the business is being properly managed;
arrow Review and where appropriate, approve the Company's major financial objectives, plans and actions;
arrow Review and where appropriate, approve major changes in, and determinations of other major issues respecting, the appropriate auditing and accounting principles and practices to be used in the preparation of the Company's financial statements;
arrow Assess major risk factors relating to the Company and its performance, and review measure to address and mitigate such risks;
arrow Act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated;
arrow Act in a manner to enhance and maintain the reputation of the Company;

Board Members and Senior Management Personnel will disclose potential conflicts of interest that they may have regarding any matters, if any, at the Board Meetings and any Director having such conflict of interest will abstain himself/herself from discussions and voting on any such matter;

Board Members and Senior Management Personnel will make available to and share with fellow Directors/ Senior Management Personnel information as may be appropriate to ensure proper conduct and sound operation of the Company;

Board Members and Senior Management Personnel will respect the confidentiality of information relating to the affairs of the Company acquired in the course of their service as Directors/Senior Management Personnel, except when authorized or legally required to disclose such information;

When negotiating for or entering into an arrangement concerning, prospective employment outside the Company, Board Members and Senior Management Personnel will not allow such circumstances to affect the performance of their duties in the Company;

Board Members and Senior Management Personnel will not use confidential information acquired in the course of their service as Directors/Senior Management Personnel for their personal advantage; and

None of the Directors/Senior Management Personnel shall derive any benefit nor assist others to derive benefit, by giving investment advice from access to and possession of information about the Company which is not in public domain and deemed to be insider information. All Directors/Senior Management Personnel will comply with Company’s Code on Prohibition of Insider Trading as applicable from time to time.

For Independent Directors

Apart from what is stated above the Independent Director of the Company shall also adhere to the following additional code. The Code is a guide to professional conduct for independent directors. Adherence to these standards by independent directors and fulfilment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of independent directors:

Guidelines of professional conduct:
1 uphold ethical standards of integrity and probity;
2 act objectively and constructively while exercising his duties;
3 exercise his responsibilities in a bona fide manner in the interest of the company;
4 devote sufficient time and attention to his professional obligations for informed and balanced decision making;
5 not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;
6 not abuse his position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;
7 refrain from any action that would lead to loss of his independence;
8 where circumstances arise which make an independent director lose his independence, the independent director must immediately inform the Board accordingly;
9 assist the company in implementing the best corporate governance practices.

Role and functions:
1 help in bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;
2 bring an objective view in the evaluation of the performance of board and management;
3 scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
4 satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;
5 safeguard the interests of all stakeholders, particularly the minority shareholders;
6 balance the conflicting interest of the stakeholders;
7 determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management;
8 moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.

Duties:
1 Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
2 Seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;
3 strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
4 participate constructively and actively in the committees of the Board in which they are chairpersons or members;
5 strive to attend the general meetings of the company;
6 Where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
7 keep themselves well informed about the company and the external environment in which it operates;
8 Not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
9 Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;
10 Ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
11 Report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;
12 Acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
13 not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.
14 to comply with all other duties and to comply with all other duties and responsibilities as may be imposed on them by the Companies Act, 2013 and any Rules made thereunder.

Directors/Senior Management Personnel who has concerns regarding compliance with this Code should raise those concerns with the Chairman of the Board, who will determine what action shall be taken to deal with the said concern.

Directors/Senior Management Personnel shall affirm compliance with the code on an annual basis.