Code of Conduct for Directors
The Company has been handed over by the various stakeholders in trust and the Board of Directors are the trustees of these stakeholders and owe a responsibility to ensure that the organisation is managed in a manner that protects and furthers the interest of our stakeholders.
At the core of Corporate Governance is the role of the Board of Directors in overseeing how management serves the long-term interests of shareowners and other stakeholders. An active, informed, independent and involved Board is essential for ensuring Bayer's integrity, transparency and long-term strength.
The Code of Conduct for Directors was approved and adopted by the Board at its meeting held on March 24, 2005 and amended on May 30, 2014.
Code of Business Conduct
The success of the Bayer Group is based on many factors. Among the most important – along with our technical expertise - is our employees’ sense of responsibility. Bayer is committed to conducting its operations not only in compliance with law but also according to ethical principles as our success is also very much the result of our values, which we are constantly working to reinforce and communicate to our employees, shareholders and clients.
The Code of Business Conduct applicable to all employees of the Company was approved by the Board at its meeting held on April 24, 2005 and was disseminated to all employees.
The Company has also rolled out the Corporate Compliance Training Programme to all employees of the Company to increase the standards of compliance and governance.
Code of Conduct and Code of Fair Disclosures for Prevention of Insider Trading
Bayer Group has a tradition of conducting business based on certain values, principles and beliefs as also keeping in mind the commitment of our Group towards effective and efficient Corporate Governance. The objective of the document enclosed is to explain the code of conduct and code of fair disclosure to regulate, monitor and report trading by Insiders (‘Code of Conduct”) in securities of our Group Companies. You would appreciate that no code of conduct can be exhaustive in nature and hence all employees of the Group are expected to observe the spirit behind this document.
The Code of Conduct in line with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 was adopted by the Board of Directors of the Company on May 15, 2015. In order to facilitate operational convenience as well as better monitoring, the same has now been amended and adopted by the Board of Directors of the Company at its Meeting held on May 24, 2017. The Board of Directors have further amended the Code with effect from 1st April, 2019.
Policy for Related Party Transaction
Bayer CropScience Limited has always been committed to good Corporate Governance practice. The Board of Directors has adopted this Policy with regards to Related Party Transactions (“RPT”) upon recommendation of the Audit Committee.
The Company recognizes that Related Party Transactions can present potential or actual conflicts of interest or the perception thereof. Therefore, the Board has adopted this Policy to set forth the procedures under which transactions with Related Parties shall be reviewed for approval or ratification in accordance with the set procedures as set forth in the Policy .Further, the RPT Policy has been updated with effect from February 2, 2018 considering the amendments that have occurred in the relevant sections of the Companies Act, 2013 as well as SEBI Regulations over the last three years.
Policy for Performance Evaluation
The Company has delegated a significant amount of responsibility to the Independent Directors and Board of Directors. In order to meet their fiduciary responsibility to be prudent in making such a delegation, the Nomination and Remuneration Committee of the Company (the “Committee”) as constituted under Companies (Meetings of Board and its Powers) Rules, 2014 recognizes that it has a duty to carefully monitor and evaluate the Independent Directors and Board of Directors it has appointed. Performance evaluation is important to the Committee and, therefore, it has approved this Policy about the way it will evaluate the Independent Directors and Board of Directors of the Company.
Policy for Preservation of Documents
The Policy is framed in accordance with the requirements of Regulation 9 and 30 (8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).
The Listing Regulation requires the Board of Directors of the Company to frame a Policy for Archival & Preservation of Documents (“Policy”) classifying them into two categories:
- Documents whose preservation shall be permanent in nature; and
- Documents to be preserved for not less than eight years.
The Documents that are required to be maintained under this Policy are preserved considering their importance, usefulness and information. The Company do recognize that all the documents whether in physical or electronic mode, forms an important and integral part of the Company’s records. The preservation of documents is important in order to ensure immediate access to the records, its retrieval and authentication.
The Board of Directors of Bayer CropScience Limited (BCSL/Company) has adopted the Policy for Archival and Preservation of Documents at its Board Meeting held on February 02, 2016.
Policy for Disclosure of Material Events
The Policy is framed in accordance with the requirements of Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).
Bayer CropScience Limited (“the Company”) is ever committed to function keeping in view the best interests of its various stakeholders with due integrity. The objective of this policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Listing Regulations and to provide an overall governance framework for such determination of materiality. The Board of Directors of the Company has adopted the Policy on disclosure of events/ information (“the Policy”) on February 02, 2016.
Corporate Social Responsibility Policy
The Bayer CropScience Limited Corporate Social Responsibility Policy has been developed in accordance with Section 135 of the Companies Act, 2013 and in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 notified by the Ministry of Corporate Affairs on February 27, 2014.
The Policy shall apply to all Corporate Social Responsibility projects / programmes undertaken by the Company in India as per Schedule VII of the Companies Act, 2013.
The Corporate Social Responsibility Policy was approved and adopted by the Board at its meeting held on May 30, 2014 and was further amended at its meeting held February 02, 2016.
Bayer Whistle Blowing Policy
The Company has a tradition of conducting business based on high values, principles and beliefs. Our commitment is towards reaching the goals with utmost respect for human values and to serve the interests of the Company with integrity. Good Corporate Governance entails that the interest of the employees, the shareholders and the society in general be protected at all times.
The management realises that this is possible only if there exists an open and transparent culture wherein the concerns of the employees at all levels can be raised and expressed without fear of retribution.
To achieve this objective the Whistle Blower Policy was approved and adopted by the Board at its meeting held on March 24, 2005 and amended on May 30, 2014.
Further, the Audit Committee at its meeting held on July 23, 2019, recommended the new version of the Whistle Blower Policy which was approved by Board of Directors to be effective from August 1, 2019. This new Policy can be found at the below given link.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable Rules thereto and clause 49 under the Listing Agreement.
This Policy has been formulated to guide the Nomination and Remuneration Committee in relation to nomination of and remuneration payable to the Directors, Key Managerial Personnel and Senior Management.
The Nomination and Remuneration Policy was approved and adopted by the Nomination and Remuneration Committee at its meeting held on May 30, 2014.