Code of conduct

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.