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Introduction
The Board of Directors
(the “Board”) of Millennium Beer Industries Limited (the “Company”)
has adopted the following Code of Business Conduct and Ethics (the “Code”)
for directors of the Company (“Directors”) and all employees
of the rank of Vice-President and above (“Covered Employees”).
The Board of Directors has the right to expand/amend the extent and
coverage of employees under this Code.
The Company is committed
to ethical and lawful business conduct and perceives it as critical
to the Company’s success. The Company will uphold ethical and legal
standards while pursuing its objectives. Consistent with these principles,
the Company’s Board has adopted the Code for compliance both in
letter and spirit by all Directors and Covered Employees. While it is
not possible to anticipate every situation or circumstance that may
arise, the Code is intended to serve as a broad guide. The Board reserves
the right to amend, alter or terminate the Code at any time and for
any reason, subject to applicable law.
Directors/Covered
Employees who violate/deviate from the requirements of the Code will
attract disciplinary action which may include termination of office
/employment.
In performing their
functions, Directors and Covered Employees will
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Act with integrity,
probity, honesty, transparency and with utmost good faith.
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Actively
assist in implementing the Company’s Objectives and creating
an organization that is responsive, positive and driven by business
and social needs. |
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Compliance
with Laws, Rules and Regulations |
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All Directors
and Covered Employees must respect and obey all the applicable
laws of the countries in which the Company operates. Violations
of laws, rules and regulations may subject Directors/Covered Employees
to individual criminal or civil liability, in addition to disciplinary
action by the Company, apart from subjecting the Company to liability
and/or loss of business.
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Conflicts
of Interest |
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A “conflict
of interest” exists when personal interest interferes in
any way with the interests of the Company. As a general rule,
Directors/Covered Employees should avoid actual or apparent conflicts
of interest between their personal and professional relationships.
A situation of conflict of interest arises when a Director/Covered
Employee has interests that may make it difficult to perform his
or her company work objectively and effectively. Another example
of situation of conflict of interest is when a Director/Covered
Employee or members of his or her family, receives personal benefits
as a result of his or her position in the Company.
It is deemed
to be a conflict of interest or independence for a Director/Covered
Employee to work simultaneously for a competitor, customer or
supplier. Directors/Covered Employees are not allowed to work
for a competitor as a consultant or board member unless approved
by the Board. Conflicts of interest are prohibited as a matter
of Company policy, except in exceptional circumstances and with
the prior approval of the Board and subject to limitations imposed
by law. It is not possible to describe all situations of conflicts
of interest that could arise. Conflicts of interest may not always
be clear-cut, so if a Director/Covered Employee is unclear, he/she
should seek guidance of his/her immediate superior and/or the
Chairman of the Audit Committee.
The purpose
of business entertainment and gifts in a commercial setting is
to create goodwill and sound working relationships, not to gain
unfair advantage with customers or suppliers. No costly/unusual
gift or entertainment should be offered, given, provided or accepted
by any Director/Covered Employee or his/her relatives.
Directors
/ Covered Employees may not use the Company’s assets, labour
or information for personal use except as outlined in Section
8, “Protection and Proper Use of Company Assets and Proprietary
Information”, or unless approved by the Chairman of the Audit
Committee or as part of a compensation or expense reimbursement
program available to all Directors/Covered Employees.
A Director’s
disclosure of interest under Section 299 of the Companies Act,
1956 shall be treated as sufficient compliance under this clause
regarding situations of potential conflicts of interest.
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Insider
Trading |
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In order to
assist with compliance with laws/regulations against insider trading,
the Company has adopted the “Code of Conduct for Prevention
of Insider Trading” governing trading in securities of the
Company and Group Companies that is applicable to every Director/designated
employee. Abiding by the “Code of Conduct for Prevention
of Insider Trading” is mandatory.
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