The members of the Board of Directors (the “Board”) of National Property Fund Ltd (“NPFL” or the “Company”) acknowledge and accept the scope and extent of their duties as Directors to the Company.
This Code of Ethics (the ‘Code’) must not be considered as an exhaustive document and must be read in conjunction with the Constitution of the Company, the Board Charter, the National Code of Corporate Governance and applicable Law.
The purpose of the Code is to provide:
(i) Guidance to directors and help them recognize and deal with ethical issues; and
(ii) Help foster a culture of honesty and accountability and mechanisms to report unethical conduct.
They act within the bounds of the authority conferred upon them and with the duty to take informed decisions and policies, in the best interests of the Company. Directors shall at all times comply with the spirit as well as the letter of the law and with the principles of the Code.
2. Duties of Directors
Directors have a responsibility to carry out their duties in an honest and business-like manner and within the scope of their authority, as set forth under the Laws of Mauritius and in the Constitution of the Company. They are entrusted with the assets of the Company and oversee the Company’s business in an honest, fair, diligent and ethical manner.
Directors should act in good faith and make and enact informed decisions and policies in the best interests of the Company. They have a responsibility to carry out their duties diligently, in an honest manner, with reasonable competence and act within the scope of their authority. They must consistently attend Board meetings and devote sufficient time to ensure familiarity with the Company’s business and environment. Directors should ensure observance of confidentiality provisions of non-public information disclosed to them. They must act in a manner which enhances and maintains the reputation of the Company at all times.
3. CONFLICTS OF INTEREST
3.1. General rule
Directors must avoid situations of conflict of interests and where an actual or potential conflict of interest arises, such conflict of interest must be disclosed and all procedures for dealing with such cases must be strictly adhered to. Directors who are in conflict with a particular issue shall not participate in the related discussions and decision-making. A conflict may occur when:
(i) A Director’s personal interest is adverse to or may seem to be adverse to the interests of the Company; and
(ii) A Director or a member of his or her immediate family, receives improper personal benefits as a result of his/her position in the Company.
3.2. Common examples of conflicts of interests
Some of the common situations of conflicts of interests Directors should avoid are listed below:
(i) Personal benefits received from a person/company seeking to do business or to retain the services of the Company;
(ii) Gifts which are not customarily given in the course of normal business relationships shall not be accepted nor given to any person/company seeking to do business with or willing to retain the services of the Company; and
(iii) Engaging in any outside business, professional or other activities which would, directly or indirectly, adversely affect the Company.
4. CORPORATE OPPORTUNITIES
Directors must not take improper advantage of their position or use the Company’s property or position for personal gain or for the benefit of a third party. Directors shall not use any information or opportunity received by them in their capacity as Directors in a manner that would be detrimental to the Company’s interests.
Directors must not (a) take for themselves or the benefit of any third party, opportunities that are discovered in carrying out their duties and responsibilities to the Company, (b) using the Company’s property or information, or their position as Directors for personal gain, (c) directly or indirectly compete, help, facilitate or otherwise assist a third party compete with the Company, including competing for business opportunities.
Directors will be exposed to confidential and sensitive information regarding the Company, its activities, staff, suppliers, clients, which may be included in materials of the Board and any sub-committee or discussed from time to time. Directors must not disclose such confidential information to anyone or make improper use of such information. All information received by Directors in the course of their duties as Directors is confidential and remains the property of the Company, as applicable. Confidential Information includes but is not limited to all non-public information, trade secrets and professional secrets.
Directors must ensure that they devote sufficient time to enable them to diligently carry out their responsibilities and their duties to the Company. Directors should be judicious in the number of directorships they accept so that they can do full justice to their responsibilities as Board members. Moreover, Directors must always act honestly, with appropriate care and diligence and in the best interests of the Company.
7. COMPANY’S ASSETS
In carrying out their duties and responsibilities, Directors must promote the responsible use and control of the Company’s assets and resources. A Director’s use of Company assets should be for legitimate business purposes related to the Company.
8. ILLEGAL OR UNETHICAL BEHAVIOUR
Directors must practise and promote ethical behaviour. They must endeavour to cause the Company to proactively promote ethical behaviour and to encourage employees to report evidence of illegal or unethical behaviour.
Directors are expected to conduct themselves in a manner that reflects positively on the Company and not to conduct themselves in ways that could reasonably be regarded as unfavourable. If approached by the media for a declaration or interview regarding any of the affairs of the Company, Directors must first consult with the Board.
A Director must be independent in judgement and actions and as far as possible ensure that he is satisfied as to the soundness of the decisions taken by the Board. Thus, Directors must be familiar with the affairs of the Company, attend all Board meetings and Board functions and commit the necessary time and energy to Board matters to ensure that they make an effective contribution for the benefit of the Company, the shareholders and the stakeholders. Though Directors must be familiar with the affairs of the Company, Non-Executive Directors are, however, not expected to involve themselves in the day to day operations of the Company.
Furthermore, Directors should not hold any directorships or employment with any direct competitor of the Company.
11. GIFTS, BENEFITS AND ENTERTAINMENT
Directors must not accept gifts or other benefits from customers, suppliers or any other person, if the gifts or benefit are likely to influence his directorship or be reasonably interpreted as causing the Director to act in a particular way or cause the Director to deviate from the proper exercise of his duties.
For avoidance of doubt, gifts, or benefits include among others free accommodation, entertainment, hospitality and travel.
12. COMPLIANCE WITH LAWS, RULES AND REGULATIONS: FAIR DEALINGS
If any Director believes reasonably and in good faith that breaches of this Code, Laws, Rules, and Regulations have taken place, then he/she must promptly inform the Chairperson of the Board and/or the Chairperson of the Corporate Governance Committee.