Quality Care India Limited (the Company) is committed to provide healthcare to the patients while adhering to the highest standards of ethics and simultaneously complying with all the applicable laws. The Code of Business Conduct and Ethics (“Code of Conduct” or “Code”) is intended to provide guidance to and help in recognizing and dealing with ethical issues, provide mechanisms to report the unethical conduct and to help foster a culture of honesty and accountability.
This (“Code of Conduct” or “Code”) helps ensure compliance with our standards of business conduct & ethics and also with regulatory requirements. All Personnel, designated General Manager and above, are expected to read and understand this Code of Business Conduct and Ethics, uphold these standards in day-to-day activities and also comply with all applicable standards, policies and procedures of the company.
This policy should be read in conjunction with applicable regulations existing policies procedures of the Company. You can also contact the Legal & Secretarial Department if you have any questions or clarifications
This Code of Conduct is applicable to all Personnel, designated General Manager and above which would include the directors of the Company, all functional heads (including management personnel with direct functional reporting to directors), Medical Directors of the units, General Managers, Chief Hospital Administrators, and such other personnel as the Board may decide from time to time (hereinafter referred to as the General Manager and above Personnel). All General Manager and above Personnel are expected to comply with the letter and spirit of this Code. They should continue to comply with other applicable laws & regulations and the relevant policies, rules and procedures of the Company.
The term “Company” shall include all its subsidiaries and affiliates.
INTERPRETATION OF THE CODE
In this Code the term “Relative” shall have the same meaning as defined in Section 2(77) of the Companies Act, 2013 as revised from time to time. In this Code, words importing the masculine shall include feminine and words importing singular shall include the plural or vice versa. Any question or interpretation under this Code of Business Conduct and Ethics will be considered and dealt with by the Board or any person authorized by the Board on their behalf.
COMPLIANCE WITH APPLICABLE LAWS REGULATIONS
General Manager and above Personnel must comply and where applicable, oversee compliance by employees with all the laws, rules and regulations applicable to the Company and its employees. Each General Manager and above Personnel must acquire appropriate knowledge of the requirements relating to his duties sufficient to enable him to recognize potential non compliance issues and to know when to seek advice from the Legal Secretarial Department on specific Company policies and procedures.
No payment or transaction should be made or undertaken, by a General Manager and above Personnel or authorized or instructed to be made or undertaken by any other person of the Company, if the consequence of that transaction or payment would be the violation of any law in force.
HONESTY, INTEGRITY & ETHICAL CONDUCT
General Manager and above Personnel shall act in accordance with the highest standards of integrity, honesty, fairness and ethical conduct while working for the Company as well when representing the Company. Honest conduct means conduct that is free from fraud or deception. Integrity & ethical conduct includes ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
General Manager and above Personnel should promote ethical behavior and take steps to ensure that the Company promotes ethical behavior and also encourages employees to freely report violations of laws, rules, regulations or the Company’s Code of Conduct to the appropriate personnel.
CONFLICT OF INTEREST
General Manager and above Personnel must avoid and promptly disclose to the Company potential conflicts of interest regarding any matters concerning the Company (including its subsidiaries & joint ventures). A conflict of interest exists where the interests or benefits of General Manager and above Personnel conflict with the interests or benefits of the Company.
If any General Manager and above Personnel is considering investing in any customer, supplier, developer or competitor of the Company, he or she must first take care to ensure that these investments do not compromise on their responsibilities to the Company. Several factors are involved in determining whether a conflict exists, including the size and nature of the investment; the General Manager and above Personnel’s ability to influence the Company’s decisions; his access to confidential information of the Company and the nature of the 3 relationship between the Company and the other Company or person.
Accordingly, it is appropriate that the General Manager and above Personnel make a disclosure to the Board before making such an investment and obtains a “pre-approval”/“no objection” from the Board of Directors.
RELATED PARTY TRANSACTIONS
A General Manager and above Personnel or any of his relatives/associates should not derive any undue personal benefit or advantage by virtue of his position or relationship with the Company. As a general rule, General Manager and above Personnel should avoid conducting Company business with a relative, or with a business in which a relative is associated in any significant role. Any dealings with a related party must be conducted in such a way that no preferential treatment is given and adequate disclosures are made as required by law and as per the applicable policies of the Company.
General Manager and above Personnel shall not offer, give or receive gifts from persons or entities dealing with the Company, where any such gift is perceived as intended directly or indirectly, to influence any business decision. General Manager and above Personnel of the Company shall not accept or permit any member of his family or any other person acting on his behalf to accept any gift from Vendor, Dealer, Contractor, Suppliers and anyone having business dealings with the Company. The gift shall also include free boarding, transport, lodging or other service or any other pecuniary advantage when provided by any person other than a near relative or a personal friend having no official dealings with the General Manager and above Personnel. General Manager and above Personnel should also avoid acceptance of any, hospitality from any individual or firm having official dealings with the Company which may be construed to be detrimental to the interest of the Company.
General Manager and above Personnel should not exploit for their own benefit, opportunities that are discovered through the use of Corporate property, information or position unless the opportunity is disclosed fully in writing to the Company’s Board of Directors and the Board of Directors authorizes the said General Manager and above Personnel to pursue such opportunity.Further, the General Manager and above Personnel must refrain from using the Company’s property or information for personal gain.
General Manager and above Personnel must maintain the confidentiality of sensitive information (that is not in public domain) relating to the Company which comes to their knowledge in the course of the discharge of their functions and any other confidential information about the Company that comes to them, from whatever source, except when such disclosure is authorized or legally mandated. No General Manager and above Personnel shall provide any confidential or sensitive information either formally or informally, to the press or any other publicity media, unless specifically authorized to do so.
Company Secretary shall be the Compliance Officer for the purpose of this Code. General Manager and above Personnel are required to report observed violations of the Code and illegal or unethical behavior to the Compliance Officer. All reports will be treated in a confidential manner and it is Company’s policy to not allow retaliation for reports made in good faith of misconduct by others. In accordance with an established, documented & approved process, the Company will undertake review & where appropriate, investigations of alleged violations or misconduct. General Manager and above Personnel are expected to cooperate in internal investigations of misconduct and violations of this Code.
Any waiver of any provision of this Code for a General Manager and above Personnel must be approved in writing by the Company’s Board of Directors and appropriately disclosed. Based on the business requirements and applicable regulations the Code may be amended by the Board of Directors from time to time.
All General Manager and above Personnel shall acknowledge the receipt of this Code in the acknowledgement form appended to this Code indicating that they have received, read and understood, and agreed to comply with the Code and send the same to the Compliance Officer.New General Manager and above Personnel will submit such an acknowledgment at the time when their directorship/employment begins/when they assume a General Manager and above position.
All the General Manager and above personnel shall within fifteen days of close of every financial year affirm compliance with the code (refer Annexure I ). The duly signed Annual Compliance declaration shall be forwarded to the compliance officer of the company.
The Company believes that a good corporate governance system is necessary to ensure its long term success. The Company ensures good governance through the implementation of effective policies and procedures, which is mandated and regularly reviewed by the Board or the Committees of the members of the Board.
The objective of the policy is to ensure compliance with legal requirements and set standards for Corporate Governance so that concerned officers act in accordance with the highest standards of governance while working for and on behalf of the Company. All the concerned are expected to read and understand these guidelines to uphold these standards in day-to-day activities and comply with all applicable policies and procedures.
The purpose of this policy is to frame internal guidelines on Corporate Governance. This policy shall lay down the detailed procedures for the implementation of the said guidelines.
Expectations for Directors:
Each member of the Board of Directors of the Company shall:
Character of the Members of the Board of Directors:
Character of the Members of the Board of Directors should be persons of good character and thus should possess all of the following personal characteristics:
RESPONSIBILITIES OF BOARD OF DIRECTORS
The Board shall be responsible for exercising its business judgments to act in what it reasonably believes to be in the best interests of the Company and its shareholders. The Board of Directors along with its constituted Committees shall provide direction and guidance for the Company and shall further supervise and review the performance of the Company.
As the Directors occupy fiduciary position, they shall attend and actively participate in Board and its Committee meetings thereof, on which they serve, and shall properly discharge their responsibilities.
The Board shall be responsible for overall compliance with the Corporate Governance of the Company and oversee the business affairs including responsibility for the Company’s business strategy and financial soundness, key personnel decisions, internal organisation and governance structure and practices, Risk Management and compliance obligations and in doing so the Board must act honestly, in good faith and in the best interests of the Company.The Board should ensure that the Company’s organisational structure enables the Board and Senior Management to carry out their responsibilities and facilitate effective decision making and good governance. This includes clearly laying out the key responsibilities and authorities of the Board itself, of Senior Management and of those responsible for the control functions.
The Board should actively engage in the major matters of the Company and keep up with material changes in the Company’s business and the external environment as well as act in a timely manner to protect the long-term interests of the Company.The Board should ensure that transactions with related parties are reviewed to assess risk and are subject to appropriate resolutions/approval, as required under various applicable laws and that corporate or business resources of the Company are not misappropriated or misapplied.
The Board should review this Policy periodically so that it remains appropriate in the light of material changes in regulatory requirement with respect to the Company’s size, complexity, geographic reach, business strategy, market and best governance practices.
DUTIES OF DIRECTORS
Directors are always in fiduciary relation with the Company and other stakeholders and have fiduciary duties towards Company. The Companies Act 2013 has codified the duties of the directors under Section 166 as follows:
CORPORATE CULTURE AND VALUES
In order to promote sound corporate culture and values, the Board should ensure the following:
BOARD OF DIRECTORS COMPOSITION AND SELECTION; INDEPENDENT DIRECTORS
Board of Directors Size-The Board of Directors of the Company shall, in accordance with the provisions of Companies Act 2013 and Rules made there under and Articles of association of the Company, as amended from time to time, determine the size of the Board of Directors which is optimal to allow the Board of Directors to operate in an effective fashion, to accomplish all of its goals and to fulfill all of its responsibilities. The Board of Directors of the Company believes that the size of the Board of Directors shall not exceed 15 (Fifteen) members. The Board shall comprise of optimum number of Executive and Non-Executive Directors.
Selection of Members of the Board of Directors: The Board of Directors shall be elected in the manner provided in the provisions of the Companies Act 2013 and Articles of Association of the Company. The Nomination and Remuneration Committee shall identify and recommend to the Board of Directors, candidates who are qualified to become members of the Board of Directors.
Vacancies / New Positions: The Board of Directors may fill vacancies on the Board of Directors and newly-created positions on the Board of Directors resulting from any increase in the authorized number of Directors in the manner provided in the Articles of Association of the Company. Should the Board of Directors choose to fill such vacancies or newly-created positions, the Board of Directors shall select such Directors from among the candidates identified and recommended by the Nomination and Remuneration Committee.
BOARD OF DIRECTORS MEMBERSHIP CRITERIA
Board of Directors Composition: The Board shall comprise of at least two independent directors in compliance with Section 149 of the Companies Act 2013 read with Rule 4 of the Companies( Appointment and Qualification of Directors) Rules 2014. The qualifications of Independent Directors shall be as per Schedule IV of the Companies Act 2013.
In order to focus on the critical functions of the Company, the Board may constitute such Committees as and when required to ensure smooth functioning of the Company. The Board shall have the following Committees mandatorily:
The Terms of Reference, Composition, Meetings, Quorum, Minutes and Role of the Committees stated above shall be as decided by the Board of Directors from time to time subject to provisions contained in the Direction, relevant provisions of the Companies Act, 2013 and other Applicable Laws applicable to the Company.
Apart from the above Committees, the Board shall constitute such other Committees as may be deemed fit by it and, if required by any applicable law.
The Committees may engage in any manner, from time to time such Experts as the Committees may decide for effective discharge of the Roles and Responsibilities of such Committees.
OVERSIGHT OF SENIOR MANAGEMENT
The Board should delegate proper authority to the Executive Director(s) who are responsible for the day to day affairs of the Company to oversee the Senior Management who should hold members of Senior Management accountable for their actions and enumerate the consequences if those actions are not aligned with the Board’s performance expectations.
This includes adhering to the Company’s values, risk appetite and risk culture, regardless of financial gain or loss to the Company. In doing so, the Board should through the Executive Directors:
For the purpose of this policy Senior Management means such individuals appointed in the capacity of the shall mean such individuals appointed in the capacity of the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Human Resources Officer, Vice President –Commercial, Chief Information Officer, Company Secretary, Chief Medical Officer, other Chief Executives of the Company and any other person who directly reports to the CEO or the Board
REVIEW OF POLICY
The Board or its Committee may review the policy from time to time as may be required. Changes, if any, shall be effective only upon approval by the Board.
This policy on nomination and remuneration of Directors, Key Managerial Personnel and Hospital Chief Operating Officer (HCOO) has been formulated by the Committee.
Objectives of the Committee:
The Committee shall:
(a) The Chief Executive Officer or the Managing Director or the Manager or the Whole Time Director;
(b) The Company Secretary.
(c) The Chief Financial Officer
Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.
The Policy is applicable to:
Constitution of the Nomination and Remuneration Committee:
The Board has the power to constitute/ reconstitute the Committee from time to time in order to make it consistent with the Company’s policy and applicable statutory requirement. The Board has the authority to reconstitute the Committee from time to time.
General Appointment Criteria:
Term / Tenure:
The Term / Tenure of the Directors shall be governed as per provisions of the Companies Act, 2013 and rules made there under as amended from time to time.
Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made there under or under any other applicable Act, rules and regulations or any other reasonable ground, the Committee may recommend to the Board for removal of a Director, KMP subject to the provisions and compliance of the said Act, rules and regulations.
The Committee will finalize the remuneration to be paid to the Director’s, KMP and HCOO unless otherwise decided by the Board. The level and composition of remuneration so determined by the Committee shall be reasonable and sufficient to attract, retain and motivate directors, Key Managerial Personnel of the quality required to run the company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration should also involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:
Besides the above Criteria, the Remuneration/ compensation/ commission etc to be paid to Director/ Managing Director etc shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.
The Remuneration to be paid to KMPs and HCOO shall be based on the experience, qualification and expertise of the related personnel and governed by the limits, if any prescribed under the Companies Act, 2013 and rules made there under or any other enactment for the time being in force (if applicable).
Where any insurance is taken by the Company on behalf of its Directors, KMPs/ Senior Management Personnel etc. for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.
Any subsequent amendments in the applicable law in this regard shall automatically be apply to this policy.
This policy shall be reviewed by the Nomination and Remuneration committee as and when any changes are to be incorporated in the policy due to change in regulations or as may be felt appropriate by the committee.
1.1 Your appointment as a Non-Executive Independent Director on the Board of Directors of the Company and shall not be liable to retire by rotation.
1.2 “Independent Director” should be construed as defined under the Companies Act, 2013.
1.3 Your appointment is subject to the provisions of the Companies Act, 2013 (“Act”), Articles of Association of the Company, as amended from time to time.
1.4 You shall ensure that in case any situation arises as to which you may lose your independence; you will immediately inform the Board of Directors accordingly.
1.5 Your appointment as such is not as an employee of the Company and hence this letter shall not be construed as an employment contract.
2. APPOINTMENT ON COMMITTEES OF BOARD OF DIRECTORS
2.1 You, while being a member of Board of Directors, may be invited/ nominated for appointment on various committees of the Board of Directors, as set up from time to time.
3. ROLE AND DUTIES
3.1 Your role, duties and responsibility will be those normally required from a Non-Executive Independent Director under the Companies Act, 2013 and you will be expected to perform your duties, whether statutory, fiduciary or common law, faithfully, efficiently and diligently to a standard, commensurate with both the functions of your role and your knowledge, skills and experience.
3.2 You shall abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to section 149(8) of the 2013 Act, and duties of directors as provided in the 2013 Act (including Section 166).
3.3 You shall also abide by the Code of Conduct, by whatever name called, which may be applicable to Senior management of the Company including any revision(s) thereof.
3.4 You shall act in accordance with the Company’s Articles of Association as may be amended from time to time.
3.5 You shall act in good faith in order to promote the objects of the Company for the benefit of its members and in the best interest of the Company.
3.6 You shall discharge your duties with due and reasonable care, skill and diligence.
3.7 You shall not assign your office as Director and any such assignment shall be void.
4.1 You as an Independent Director shall be held liable, in respect of such acts of omission or commission by Company which had occurred with your knowledge, attributable through Board processes, and with your consent or connivance or where you had not acted diligently.
5. DIRECTORS LIABLITY INSURANCE
5.1 Company has taken a Directors’ and Officers’ Liability Insurance policy which will be renewed and maintained for the full term of your appointment.
6. STATUS OF APPOINTMENT
6.1 You will not be an employee of the Company and this letter shall not constitute a contract of employment. You will be paid such remuneration by way of sitting fees for meetings of the Board and its Committees as may be decided by the Board from time to time.
6.2 You will have no entitlement to any bonus during the appointment and no entitlement to participate in any employee stock option scheme operated by the Company.
7. REIMBURSEMENT OF EXPENSES
7.1 Company may pay or reimburse to you such fair and reasonable expenditure, as may have been incurred by you while performing your role as an Independent Director of the Company. This could include reimbursement of expenditure incurred by you for attending Board/ Committee meetings, General Meetings, court convened meetings, meetings with shareholders/ creditors/ management, subject to prior consultation with the Board, professional advice from independent advisors in the
furtherance of your duties as an Independent Director.
7.2 Details of the sitting fees payable to Independent directors, as existing, is as follows:
For Attending Board Meeting Rs. 75000/-
For Attending Committee Meeting Rs. 25,000/-
8. CONFLICT OF INTEREST
6.1 By accepting this appointment, you will be deemed to have confirmed that any other position you hold including your directorships in other organizations, shall not give rise to any conflicts of interest in relation to your appointment as an Independent Director of the Company. Should you become aware of any conflict or potential conflict during your appointment, you are expected to notify the Company.
6.2 As an Independent Director you shall not engage in any activity/ies that is not expected from you as an Independent Director.
9.1 The Board of Directors will carry out an evaluation of the performance of the Board as a whole, Board committees and Directors on an annual basis as per Company’s policy.
10.1 Any material interest that a director may have in any transaction or arrangement that the Company has entered into should be disclosed no later than when the transaction or arrangement comes up at a Board Meeting so that the minutes may record your interest appropriately and our records are updated. A general notice that you are interested in any contract with a particular person, firm or company is acceptable.
10.2 During the Term you are required to submit all statutory disclosures/confirmations required to be made under applicable laws.
11. CONFIDENTIALITY OF INFORMATION
11.1 Any information acquired during your term as Director of the Company is confidential and should not be released, either during your appointment or following termination( by whatever means) to third parties without prior clearance from the Chairman, including any person duly authorized by the said Chairman in this regard, unless required by law or by any regulatory body. On reasonable
request, you shall surrender any documents and other materials made available to you whilst
holding the directorship.
12.1 Your directorship on the Board of the Company shall terminate or cease in accordance with the applicable statues in force from time to time.
12.2 You may resign from your position of non-executive independent director at any time by giving a reasonable written notice to the Board of Directors. However, you shall also have to forward to the Registrar of Companies in the prescribed e-form a copy of your resignation with reasons for the resignation.
13. APPLICABLE LAW
13.1 This letter of appointment shall be governed by the laws of India and your engagement shall be subject to the jurisdiction of the Indian courts.
If you are willing to accept these terms of appointment relating to your appointment as a Non-executive Independent Director of the Company, kindly confirm your acceptance of these terms by signing and returning to us the enclosed copy of this letter.
Address for Registrar and Share Transfer Agent:
Venture Capital And Corporate Investments Private Limited.
Phone : +91 040-23818475/23818476/23868023
Fax : +91 040-23868024
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Address for Registrar and Share Transfer Agent:
Venture Capital And Corporate Investments Private Limited.
Phone : +91 040-23818475/23818476/23868023
Fax : +91 040-23868024