Corporate Governance Quality Policy Affiliations Accrediations Chandan In India Medical Milestones Vision & Mission From the Chairman Desk About Chandan

   CORPORATE GOVERNANCE

   (A) Introduction

  1. This Code is approved by the Board of Directors in their meeting dated 1/10/2006.
  2. The Code is applicable to:
    1- Members of the Board
    2- Senior Management Cadre comprising C.E.O.s / Executive Directors (not member of the Board), Vice Presidents, Advisors (working and non-working) and General Managers.
  3. The Code is also applicable to all other employees not covered as above.
  4. The Code of Business Conduct (“Code”) lays down important corporate values that shape the Company’s value system and business practices and represents values of the Company.
  5. The Code provides guidance to employees in recognizing and dealing with important ethical and legal issues and fosters a culture of honesty and accountability.
  6. This Code is not intended to cover every legal or ethical issue that may arise in course of the business. When required, advice or guidance must be taken from the appropriate person in the Senior Management Cadre.

  (B) Corporate and Organisational Values

  1. Integrity - doing what is right
    Personal integrity, upheld on a day-to-day basis, is the unshakable foundation for corporate integrity. Long-term and trusting business relationships are built by being honest, open and fair. Employees are expected to uphold the highest professional standards.
  2. Gifts
    Employees will not take any gifts from their business relationships.
    Employees shall reject gifts that may be perceived as intended to influence any business decision. Any gift which is consistent with customary business practices, inexpensive gifts, corporate gifts, infrequent business meals, celebratory events and entertainment, provided that they are not excessive, do not violate this policy.
    Acceptance of cash gift is prohibited.
  3. Conflict of Interest
    Employees, whether dealing in personal or official capacity, are expected to avoid activities, agreements, positions, business investments or interests, and other situations that are in conflict or appear conflicting with interests of the Company or that may interfere with their individual performance. Concerns about conflicts of interest may be addressed through either: • Prior approval in writing of; or • Complete and timely disclosure to appropriate authority. It is always in conflict of interest to work simultaneously for a competitor, material customer or supplier.
  4. Legal Compliance
    The Company’s policy on legal compliance requires every employee to adhere to the legal and regulatory requirements, in all material respects, that affect his or her job. Employees must adhere to this policy on legal compliance and associated reporting. It is essential that information provided to the regulators is accurate and not misleading.
  5. Respect for People
    Employees are expected to treat co-employees and business associates fairly and irrespective of hierarchical level, with dignity and respect. Being treated fairly means that employees shall be judged on merits. Senior Management Cadre must maintain an open line of communication and must listen to all employees.
  6. Environmental Commitment
    The Company’s business will be conducted in an environmentally friendly and responsible manner. Employees shall: • ensure compliance with the spirit and intent of environmental laws, regulations and standards; • incorporate environmental protection as an integral part of the design, production, operation and maintenance of Company's facilities.
  7. Safety
    Company assigns highest priority to the safety of its employees. No job is important enough to justify unsafe operations. Supervisors and managers are responsible for monitoring the use of all reasonable safeguards in the workplace including Company procedures, safe work practices, and personal protective equipment. However, ultimately all employees are responsible for their own safety. Every employee must, for his or her own and fellow workers' health and welfare, abide by the Company procedures and safe work practices, and use all appropriate personal protective equipment.
  8. Confidential and Proprietary Information
    Company information, including self generated computer software applications, may be confidential or proprietary. Employees have to be careful about disclosure of such information to people outside the Company or to employees who need not know or possess the same. When there is a legitimate business need to share confidential or proprietary information with outsiders, it may be disclosed after prior approval of appropriate authority and under an appropriate confidentiality agreement protecting such information. Confidential and proprietary information must not be treated casually or left unprotected. Employees are prohibited from using Company’s property or information, or their position within the Company, for personal gain.
  9. Financial Information
    Financial information on Company’s operations and performance provided to shareholders, equity analysts, creditors, newspapers and such others, whether statutory or voluntary, must be accurate and reliable. Communication to the Press or such other media will be organized by the Corporate Communications Department and Employees should not talk about Company matters with a reporter, either on or off the record.
  10. Company Assets, Computer Network Use and Security
    Employees must make responsible use of Company assets in their personal possession such as telephones, computers and other hardware, software, internet connection, networks and the information that runs on them in a responsible manner. Employees must:
    • Use telephone, computers and peripherals and internet responsibly and primarily for legitimate
       business purposes and personal uses should be reasonable and kept to a minimum.
    • Protect the security of computer systems.
    • Not engage in communications that might be considered offensive, derogatory, defamatory,
       harassing,    obscene or otherwise vulgar.
    • Not use Company communications systems to improperly disseminate copyrighted or licensed
       materials, or proprietary information.
    • Not use Company communications systems to transmit chain letters, advertisements or
       solicitations (unless authorized).
    • Not visit inappropriate Internet sites; and
    • Always protect information used to access computers, networks or systems.
    • Company’s electronic communications system and information will be monitored for compliance
       with Company policy and applicable laws. Employees must note that they are not entitled to
       privacy privilege in respect of the same.
  11. Records Maintenance and Management
    Employees must maintain and manage appropriate records and information pertaining to affairs of the Company under their purview, including records and information in electronic form like e-mails, computer files etc.

  (C) Compliance with the Code:

As a condition of employment / association with the Company, Employees are expected to comply with and strictly adhere to the standards of conduct contained in this Code and underlying policies and procedures. When in doubt, this Code casts the responsibility on the Employee to seek clarification and guidance as to the proper course of conduct from relevant authority.

    Employees who are aware of any misconduct under this Code, illegal activity, fraud or abuse of Company assets must report such matters to the Managing Director. The employees reporting any misconduct shall be suitably protected and no unjust action will be taken against any such employee for making such a report.



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