Code of Conduct :: Investor Information

Applicability of the Code

This Code of Conduct sets ethical standards for the Directors of Gujarat Industries Power Company Limited (GIPCL) (the Company).

GIPCL is committed to conducting its business in accordance with the applicable laws, rules and regulations and with highest standards of business ethics. This code is intended to provide guidance and help in recognizing and dealing with ethical issues, provide mechanisms to report unethical conduct, and to help foster a culture of honesty and accountability. Directors will pursue the highest standards of ethical conduct in the interests of shareholders and all other stakeholders.

Guidelines for Conduct

A Director should :

	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

	Act in the best interests of, and fulfill their fiduciary obligations to, Company’s shareholders
	Comply with all applicable laws, rules and regulations
	Act in a manner to enhance and maintain the reputation of the Company
	Use reasonable efforts to attend Board and Committee meetings regularly
	Disclose potential conflicts of interest that they may have regarding any matters that may come before the Board, and abstain from discussion and voting on any matter in which the Director has or may have a conflict of interest

	Make available to and share with fellow Directors information as may be appropriate to ensure proper conduct and sound operation of the Company and its Board of Directors

	A Director must bring an open and independent mind to Board or Committee meetings and should not make a decision about a matter before attending and participating in the deliberations of the meeting

	While Directors must treat each other with courtesy and observe the other rules in this Code, Directors should be able to engage in vigorous debate on matters of principle

	Where a decision is not unanimous, a dissenting Director may disclose the fact that he/she dissented

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