Code of Conduct
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Code of Conduct for Directors

This Code of Conduct has been adopted by the Board of Directors of Hero MotoCorp Limited for its members and Senior executives one level below the Directors, including all functional heads (hereinafter referred to as "Specified employee").

There are certain clauses of the Code, which are meant for Directors only such as attending meetings of the Board and Committee thereof. The Specified employees need to ignore such clauses.

The principal duty of the Board of Directors along with management is to ensure that the Company is well managed in the interests of its shareholders. The Board of Directors plays the central role in the Company's governance. It is the Company's decision-making authority on all matters except those reserved to shareholders or delegated to the management. The Board of Directors is not expected to assume an active role in the day-to-day management of the Company.



Duties of Independent Directors

The independent directors shall- undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;

Guidelines for Conduct

Each director and Specified Employees seek to use due care in the performance of his/her duties, be loyal to the Company, act in good faith and in a manner such Director and Specified employee reasonably believes to be not opposed to the best interests of the Company.

Corporate Business Opportunities

In carrying out their duties and responsibilities, Directors and Specified employees should avoid Appropriating corporate business opportunities for themselves that are discovered through the use of Company property or information or their position as Directors and Specified employees; Using Company property or information, or their position as Director and Specified employees, for personal gain; and Competing with the Company.

Conflicts of Interest

Each Director and Specified employee should endeavour to avoid having his or her private interests interfere with: i) the interests of the Company or ii)his or her ability to perform his or her duties and responsibilities objectively and effectively.

Company Property

In carrying out their duties and responsibilities, Directors and Specified employees should endeavour to ensure that management is causing the Company's assets, proprietary information and resources to be used by the Company and its employees only for legitimate business purposes of the Company.

Confidential Information

Director and Specified employees should maintain the confidentiality of information entrusted to them in carrying out their duties and responsibilities, except where disclosure is approved by the Company or legally mandated or if such information is in the public domain.

Fair Dealing

In carrying out their duties and responsibilities, Director and Specified employees should endeavour to deal fairly, and should promote fair dealing by the Company, its employees and agents, with customers, suppliers and employees.

Compliance With Laws and Regulations

In carrying out their duties and responsibilities, Directors and Specified employees should comply, and endeavour to ensure that the management is causing the Company to comply, with applicable laws, rules and regulations.

Insider Trading

Director and Specified employees should observe all applicable laws and regulations including the Company policies and Codes as applicable to them with respect to the purchase and sale of the Company's securities.

Encouraging The Reporting Of Illegal Or Unethical Behaviour

Director and Specified employees should endeavour to ensure that management is causing the Company to promote ethical behaviour and to encourage employees to report evidence of illegal or unethical behaviour to appropriate Company personnel.

Non-Compliance

Suspected violations of this Code may be reported to the Chairman of the Board or the Chairman of the Audit Committee. All reported violations should be appropriately investigated.

Employees

The Director and Specified employee should respect each and every employee of the Company, treat each of them in a fair and equitable manner; respect their privacy and not to share/disclose their personal information without their prior consent; maintain non-discriminatory approach and refrain from harassing employees, making sexual advancements, coercion, threat by virtue of his/her position with the Company.

Customers

The Director and Specified employee should ensure to provide products and services, which meet the desired quality and safety standards and redress the Customer's grievance genuinely.

Shareholders

The Director and Specified employee should ensure to protect shareholders interest by ensuring maintenance of accurate and complete records by avoiding false misleading or artificial entries in the Books of accounts.