Corporate Governance

Advanced Micronic Devices Ltd. has laid down the Company policies in specific areas of Quality, Environment, Health & Safety and Social accountability in order to achieve the Company’s vision. All these policies are aligned with International standards like ISO, OHSAS and SA.

The Company has also laid down a CODE OF CONDUCT & ETHICS for Directors and Senior Management.

I. Quality Policy

We, at Advanced Micronic Devices Ltd., are committed to comply with the requirements and achieve customer satisfaction through innovation & continual improvement in our process approach. This will be done by maintaining the effectiveness of the quality management system and by periodic review of our objectives. We shall operate within the framework of all applicable regulatory requirements.

II. Environment Policy

AMDL’s environmental vision is "Conserve natural resources and minimize pollution”.
AMDL is committed to the environmental vision set out by the Company at the campus (facility), by the involvement of all its employees and contractors.
 
Conservation of natural resources and minimization of pollution is a shared responsibility of AMDL and its employees. Every employee has a level of accountability for ensuring the same.

AMDL will:
  • Provide and maintain a planned environmental management program.
  • Identify, assess and control environmental aspects as far as practicable.
  • Develop and implement an optimum environmental management program with procedures and practices that aim to ensure as a minimum, compliance with relevant legislation, other requirements and to the good manufacturing practices.
  • Provide adequate information, instruction, training and supervision to employees, contractors, and visitors.
  • Allocate resources to fulfil this commitment of the policy.
  • Review and audit the environment management programs, objectives and targets, to support continual improvement of Environmental vision.
  • Our ongoing commitment will strive to achieve our Environmental vision - “Conserve natural resources and minimize pollution"

III. Occupational Health & Safety Policy

AMDL is committed to the provision of safe and healthy working conditions of its employees and contractors, and to the safe custody of visitors to its campus.

Safety is a shared responsibility between AMDL and its employees. Every employee has a level of accountability for ensuring their own safety and the safety of others.

We actively pursue our goal of an injury-free working environment and support any endeavour to prevent injury and harm.

AMDL will:
  • Provide and maintain safe workplaces and working environments.
  • Identify, assess and control hazards as far as practicable.
  • Develop and implement safe working practices and procedures that aim to ensure as a minimum, compliance with relevant legislation and to the good manufacturing practices.
  • Allocate resources to fulfil this commitment of the policy.
  • Review and audit the environment management programs, objectives and targets.
  • Our ongoing commitment will strive to achieve our Safety Vision of “No Injuries in the campus (facility)".

IV. Social Accountability Policy

AMDL wants to confirm the importance of creating a work environment that is socially responsible and that favours the professional growth of all employees, in compliance with local and international laws and human rights. 

For this purpose, the Company guarantees respect for the following requirements:

BASIC WORKING CONDITIONS

Respect for the freedom and dignity of employees.

CHILD LABOUR

The use of child labour is forbidden, and this policy is also promoted with the interested parties.

FORCED LABOUR

The use of forced labour is forbidden. Employing personnel against their will and making use of any kind of labour under threat of punishment is forbidden.

HEALTH AND SAFETY OF WORKERS

The right to health and safety in the workplace is guaranteed. AMDL provides a safe and healthy workplace.

FREEDOM OF ASSOCIATION

Respect of the right to trade union freedom and collective bargaining.

WORKING HOURS AND REMUNERATION

The right to an appropriate remuneration and correct working hours is guaranteed. 

AMDL guarantees payment of the salary as per the current legislation, making sure that it is sufficient to guarantee a respectable standard for living for the entire family.

EQUAL SALARIES AND DISCRIMINATION

The right to equal pay to men and women for doing the same job is guaranteed. The right to equal opportunities must also be respected at the time of employment or resignation and in case of promotion or training. 

Any form of discrimination is forbidden, including exclusion or preference based on race, gender, age, religion, political opinion, nationality, or social status.

SAMDLAL ACCOUNTABILITY MANAGEMENT SYSTEM

In terms of Monitoring and continuous Improvement, AMDL commits to constantly review and maintain the “Social Accountability Policy”.

V. Code of Conduct & Ethics for Directors & Senior Management

I. Preface

Over the years, the Company has conducted its business with very high ethical and moral standards. This has resulted in gaining reputation as a professionally managed Company by all its stakeholders. As the Company rows and expands its wings globally, it is extremely important to continue to exhibit high levels of ethical standards and professional behaviour in everything that the Company does.

This Model Code of Conduct and Ethics for Directors & Senior Management personnel is a guide to help the Senior Management team & Directors on the Board of AMDL to live up to the Company's high ethical standards and their own. Though it summarizes many of the laws that AMDL, as a Company is required to follow, it also goes beyond the legal minimums by describing the ethical values we share at AMDL.The rules and principles set forth in this Code are general in nature and the compliance with the Code shall be ensured read with other applicable policies and procedures of the Company. The Directors and Senior Management personnel may contact the Compliance-Officer for assistance in interpreting the requirements of this Code.The Board of Directors of the Company has adopted this Code of Conduct and Ethics as a testimony of its commitment to adhere to the standards of loyalty, honesty, integrity and the avoidance of conflicts of interest.This model code shall be reviewed by the Board from time to time to keep in pace with the regulatory environment and any amendments to this Code, shall be approved by the Board of Directors.

II. Applicability

The Directors both executive and non executive, are obliged to carry out their duties in an honest, fair, diligent and ethical manner, within the scope of the authority conferred upon them and in accordance with the laws, rules, regulations, agreements, guidelines, standards and internal policies and procedures. The Board of Directors of the Company is entrusted with the fiduciary responsibility of oversight of the affairs of the Company. As Directors of the Company, they have a duty to make decisions and implement policies in the best interests of the Company and its stakeholders.

This code of conduct is applicable to a) The Directors, both executive and non-executive Directors b) Senior Management team comprising of members of Management one level below the Executive Directors, including all functional heads.

III. Honest & Ethical Conduct

The Directors & Senior Management personnel are required to act in accordance with the highest standards of personal and professional integrity, honesty, ethical and legal conduct, when acting on behalf of the Company or in connection with the Company's business or operations and at social events.An honest conduct is considered as such when a conduct is free from fraud or deception. We consider ethical conduct to be conduct conforming to the accepted professional standards of conduct and include ethical handling of actual or apparent conflicts of interests between personal and professional relationships.

The Directors and the Senior Management personnel shall
  • Act honestly, fairly, ethically, with integrity and loyalty and conduct themselves in a professional, courteous and respectful manner;
  • Act in the best interests of the Company and in a manner to enhance and maintain the reputation of the Company and fulfil their fiduciary duties to the Stakeholders of the Company
  • Act in good faith, with responsibility, due care, competence, diligence and independence
  • Treat their colleagues and other associates of the Company with dignity and shall not harass any of them in any manner.

IV. Conflict of Interest
General Guidance

The Directors and Senior Management personnel are expected to avoid and disclose any activity or association that creates or appears to create a conflict between the personal interests and the Company's business interests. A Conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company.Relationships with prospective or existing suppliers, contractors, customers, competitors or regulators must not affect the independent and sound judgment on behalf of the Company. General guidelines to better understand several of the most common examples of situations that may cause a conflict of interest are listed below. Directors & the Senior Management personnel are required to disclose to the Board any situation that may be, or appear to be, a conflict of interest.

Outside Employment

Executive Directors and Senior Management personnel shall not work for or receive payments for services from any competitor, customer, distributor or supplier of AMDL without approval of the Board. Any outside activity must be strictly separated from AMDL’s employment and should not harm job performance at the Company. The Executive Directors and the Senior Management personnel shall devote themselves exclusively to the business of the Company and shall not accept any other work or assignment (part time or otherwise), without the approval of the Board.

Board Memberships

Serving on the Board of Directors or a similar body for an outside Company or government agency or any other organization requires the advance approval of the Board. Acceptance of Directorship on the Boards of other Companies, which compete, with the Company amounts to conflict of interest. Helping the community by serving on Boards of nonprofits or welfare organizations is encouraged.

Family Members and Close Personal Relationships

Directors and Senior Management personnel shall not use personal influence to make the Company do business with a Company/institution in which his or her relatives are interested. As a general rule, Directors and Senior Management personnel shall avoid conducting Company's business with a relative or with an entity in which a relative is associated in any significant role. In case of conflicts, disclosure shall be made to the Board of Directors and a prior approval shall be obtained. Here the term relative means a person as defined under Section 6 the Companies Act, 1956.

Gifts

Gifts are not always physical objects—they might also be services, favours or other items of value).
The Directors and Senior Management personnel shall not accept lavish gifts or gratuities or any offer, payment, promise to pay, or authorization to pay any money, or anything of value that could be interpreted to adversely affect business decisions or likely to compromise their personal or professional integrity. Gift items of nominal value, such as small promotional items bearing another Company's name, business meals, gifts received because of personal relationships and not because of official position, mementos received because of attending a widely held gatherings as panellist /speaker and other customary gifts are allowed.
Gifts on behalf of the Company - Some business situations call for giving gifts. These gifts shall be legal and reasonable. Directors and senior Management personnel shall not pay bribes. It is understood that gift-giving practices vary among cultures and countries. Directors and Senior Management personnel shall not provide any gift if law or the policy of the recipient's organization prohibits it. For example, the associates of many government entities around the world are prohibited from accepting gifts. If in doubt, check it.

Investments

Directors and Senior Management personnel may not allow their investments to influence, or appear to influence, their independent judgment on behalf of the Company. This could happen in many ways, but it is most likely to create the appearance of a conflict of interest if a Director or Senior Manager has a significant investment in a competitor, supplier, customer, or distributor and his decisions may have a business impact on this outside party. The Directors and Senior Management personnel shall seek prior consent of the Board before making any investments of more than 15% of the paid up capital of the other entity.

Diversion of Business

Directors and Senior Management personnel shall not divert business opportunities of the Company by exploiting for their own personal gain, business opportunities that are discovered through the use of corporate propriety information or position. However the Directors and Senior Management personnel can pursue such business opportunities once they are fully disclosed to the Company and the Company declined to pursue such opportunities.

Use of Company's Assets

The assets of the Company shall be used for legitimate business purposes and shall not be used for personal purposes. Incidental personal use, if reasonable, does not amount to violation of the code.

Others

It would be impracticable to attempt to list all possible conflict of interest situations and it is possible that other such situations, which are not enumerated above, may arise. All such situations, which arise any questions or doubts, may please be brought to the notice of the Board for appropriate decision.

V. Legal Compliance

It is the general obligation of the Directors to conduct the business and operations of the Company in accordance of the laws, rules, regulations, agreements, guidelines, standards including accounting standards governing its operations in the geographies where the Company operates. The Directors and Senior Management personnel shall acquire appropriate knowledge of the legal requirements relating to their duties sufficient to enable them to perform their obligations diligently. The Directors and Senior Management personnel shall also comply with the internal policies and procedures of the Company to the extent applicable to them including but not limited to compliance with Prohibition of Insider Trading policy of the Company.

VI. Corporate Disclosure Policy

It is the Company's policy to ensure continuous, timely and adequate disclosure of Company's information. The Company is committed to full, fair, accurate, timely and understandable disclosure in reports and documents it files with or submits to the regulatory authorities and in other public communications. The Directors and Senior Management personnel must maintain the confidentiality of information relating to the affairs of the Company until and unless authorized or legally required to disclose such information; and shall not use confidential information for their personal advantage.

VII. Competition and Fair Dealing

The Directors and Senior Management personnel are obligated to deal fairly and honestly with each other, the Company's associates and with the Company's customers, suppliers, competitors and other third parties. Directors and Senior Management personnel shall not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation or any other unfair dealing or practice. The Company is committed to free and open competition in the marketplace. Directors and Senior Management personnel shall avoid actions that could reasonably be construed as being anti-competitive, monopolistic or otherwise contrary to laws governing competitive practices in the marketplace, including antitrust laws. Such actions include misappropriation and/or misuse of a competitor's confidential information or making false statements about the competitor's business and business practices.

VIII. Compliance of Code of Conduct

It is the duty and obligation of every Director and Senior Management person to comply with this code of conduct and he/she shall acknowledge and affirm ongoing compliance with the code on an annual basis. Any violation of the code shall be reported to the Chairman of the Board and to the Compliance Officer of the Company. This code shall be posted on the website of the Company.

IX. Waivers

Any waiver of any provisions of this Code of Conduct and Ethics for the persons it applies shall be approved in writing by the Company's Board of Directors and promptly disclosed.

X. Disciplinary Action

The matters covered in this Code of Conduct and Ethics are of paramount importance to the Company and its Stock Holders and are vital to the Company's ability to conduct its business in accordance with its laid down values. It is expected that all persons to whom this code of conduct and ethics applies shall comply with the provisions of the code in carrying out their duties for the Company. The Company will take appropriate action against any person who is found to violate the provisions of this Code. Disciplinary actions may include immediate termination of employment at the Company's sole discretion. Besides where the Company has suffered a loss, it may pursue its remedies available against the person(s) responsible. Where laws have been violated, the Company will cooperate fully with the appropriate authorities.

XI. Acknowledgement

The Directors and Senior Management personnel shall read and fully understand this code of conduct and comply with the policies, procedures and principles contained therein and shall furnish an acknowledgement.

XII. Code of Fair Disclosure

XIII. AMDL LODR Policies

 

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