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Applicability of the Code |
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This Directors´ Code of Conduct (Code) applies to Directors
of Zicom Electronic Security Systems Limited (the Company) |
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Each Director shall |
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Act with Honesty, Integrity, good faith, due care, competence and fairness in
his/her dealings on or behalf of the Company.
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Dedicate sufficient time, energy and attention to the Company to ensure
diligent performance of his/her duties, including preparing for meetings and
decision-making by reviewing in advance any materials distributed and making
reasonable inquiries.
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Act in a manner that ensures, maintains, and enhances the dignity and
reputation of Directorship in general and the Company in particular
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Act in the best interests of the Company and fulfill his/her fiduciary
obligations.
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Disclose the changes occurring in their directorships to the Company within
fifteen days and also notify the other Board members about their material
personal interest in the matter, if any.
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Respect and ensure compliance with all applicable laws, rules and regulations
for promoting lawful and ethical behaviour of the Company and to report any
suspected violations thereof to the Chairman immediately.
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Maintain confidentiality of information relating to the affairs of the Company,
acquired in the course of their service as Directors, except when authorized or
legally required to disclose such information.
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Disclose his interest in any transaction which the Company is about to enter
and be completely transparent in dealings of the Company with parties in which
he/she is interested.
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Protect the Company´s funds under their control and use only for the purpose
for which the same has been handed over to him by the Company.
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Each Director shall not |
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Engage in any business, relationship, transaction or activity, which is likely
to conflict with duty/responsibility as a Director towards the Company.
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Disclose the confidential information either formally or informally, to the
press or any other publicity media, unless specifically authorized or required
under law.
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Not to allow personal interest to conflict with the interest of the Company.
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Disclose any Price Sensitive information about the Company and shall abide by
the Code of Insider Trading rules issued by the Company from time to time.
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Seek, accept or offer any special consideration, gifts, gratuities, fees or any
other payments which could create the appearance of influencing the business
decision.
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Use any of the Company’s properties/assets or proprietary/confidential
information for their personal benefits, unless approved by the Board.
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Allow any prejudice, bias, fear, or favour to cloud the independent judgement
of each director and to act in an intellectually honest manner while dealing
with all matters put up to BOD.
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Support, directly or indirectly on behalf of the Company, any specific
political party or candidate for political office, without prior approval of
the Company.
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