Gemini Communication Ltd (GCL) is commited to ethical and lawful business conduct
which is a fundamental shared value of the Board of Directors, the senior management
and all other employees of the Company.
Consistent with its Values and Beliefs, GCL has formulated the following Code of
Conduct as a guide. The Code does not attempt to be comprehensive or cover all
possible situations. It encourages the GCL team to take positive actions, which are not
only commensurate with the Values and Beliefs, but are also perceived to be so. GCL
expects all its employees to implement the Code in its true spirit and in case of any
doubt or confusion, to consult his/her immediate superior, the head of HR or the CEO
as relevant.
This Code of Conduct is applicable to the Directors and Senior Management personnel
which includes executives who are in the grade of General Manager and above; all
executives directly reporting to the Chief Executive and Company Secretary.
In performing their functions, the directors and senior management of the Company
shall:
- act honestly, diligently and in good faith and integrity in all their dealings with and
for the Company.
- not use any confidential information obtained by them in the course of their
official duty, whether from the Company or otherwise, for personal gain, or use /
allow the use of such information for the financial benefit for any other person.
- not engage in any business, relationship or activity, which might detrimentally
conflict with the interest of the Company.
- maintain the principle of need to know and also confidentiality of all material nonpublic
information about the Company, its business and affairs.
- abide by all applicable laws and regulations including the Company's Prohibition
of Insider Trading code.
- not use their status to seek or accept any personal gains or favours from those doing or seeking to do business with the Company or from other employees of
the company.
- not accept gifts in cash or kind, either by themselves or by their close family
members, particularly if this is likely to lead to a business relationship with the
company. (However, an exception to this may be made for non cash gifts upto a
value of Rs.2000/, and for items that can be reciprocated such as tickets to
events, business meals etc. If refusing a gift beyond this value, would affect a
relationship with the company, the gift may be accepted and handed over to the
company.)
- not share any information regarding the Company, its business and/or affairs with
media without the prior approval of the Corporate Disclosure Officer.
- not employ any of their relatives or deal with them on Company's behalf without
proper authorization, obtained after disclosing their relationship.
- treat all employees with dignity, respect and concern and treat them on parity at
all times.
In addition, in performing their Board and Board Committee functions, the directors
shall:
- not hold position of Director/Advisor with a competitor Company
- Inform the Chairman of changes in their interests that may interfere with their
ability to perform their duties, and in the case of "independent directors", impact
their independence as a Board member.
This Code embodies the belief that acting always with the company's legitimate interest
in mind and being aware of the company's responsibility towards its stakeholders is an
essential element of the company's long term excellence.
All Directors and senior management personnel shall affirm compliance with this
code on an annual basis.
