Code of Conduct
The objective is to make and project the Punjab Thermal Power (Pvt.) Ltd. (PTPL) as a professionally run successful company with high standards, morals and ethics and recognized so by others in the country.
OBJECTIVES:
Objective is to make Punjab Thermal Power (Private) Limited (PTPL) a professionally run, successful company with high standards of morals and ethics. In order to achieve this objective, all employees of PTPL must fully comprehend and follow the standards of ethics and best business practices as under:
Business Practices
(i) Objective: The objective of this Code of Conduct is to enhance integrity, ethics & transparency in governance of the Company, and thereby reinforce the trust and confidence reposed in the Management of the Company by the shareholders and other stakeholders and to create an environment where all the Board Members, Senior Management and employees of the Company maintain an ethical standard and compliance to the ethical standards that are laid down. The Board Members, Senior Management Personnel and employees of the Company are expected to familiarize themselves with this Code of Conduct and to understand, adhere to, comply with and uphold the provisions of this Code of Conduct and the standards laid down hereunder in their day-to-day functioning.
(ii) Scope: This Code of Conduct is applicable to all directors, senior management personnel and employees of the Company.
(iii) Code of Conduct:
i. Encourage Environmental, Social and Corporate Governance (ESG) Practices:
ESG encompasses the following:
To encourage the management to adopt digitalization to enhance efficiency and to protect the environment;
To promote and ensure compliance with ESG policy of the Company, if any;
To encourage philanthropic activities, donations, contributions to charities and other matters of social welfare, in terms of sustainable practices;
To encourage the management to publish or disclose regular reports on their ESG targets, environmental and social impact activities;
To ensure that the Company operates in an environmentally and socially responsible manner, while having strong governance practices in place;
To ensure that the Company adopts most efficient energy management system, prevention of energy waste and utilization of natural resources in responsible manner;
To ensure commitment to prevent the wasteful use of natural resources and minimize any hazardous impact of the development, production, use and disposal of any of its products and services on the ecological environment in accordance with the applicable laws.
ii. Understanding of the Legal Duties:
Acquire appropriate knowledge of the legal requirements relating to their duties to perform their obligations diligently and in compliance with the applicable laws, relevant guidelines and policies of the Company and to ensure compliance of applicable regulatory frameworks;
Make dedicated efforts to improve competence and skills in their respective roles through continuing professional education;
Bring to the notice of the Board any non-compliance or violation of law or policy by the Company, other Board members or employees.
iii. Personal Conduct:
Avoid following actions:
Misconduct, intimidating & insulting behavior, verbal onslaught, accusations, misogynist behavior, sexual harassment, ignorance of regulatory framework, spate communication (letters, emails, etc.) without highlighting specific discrepancies, humiliation, pressurizing tactics, coerciveness, disruptive and distractive measures, bullying, disruption of conduct of business, unnecessary interference in management issues, unethically tarnishing image of any person.
Exhibit high standards of personal conduct, both inside and outside the Company.
iv. Conduct in Business Dealings:
Treat everyone, inside and outside the Company, professionally with respect and equality without taking improper advantage of their position;
To not involve in such practices as manipulation, misuse of privileged information and concealment of facts.
v. Integrity and Honesty:
Act, at all times, with honesty, integrity and independence to protect Company’s properties, reputation and image, and not get into dishonest practices such as bribery or corruption, etc.;
Exercise due diligence, objectivity, sound and independent judgement while performing the duties;
To not involve in practices with the intention to get any undue advantage either for himself or his family members.
vi. Avoid Conflict of Interest:
To not get into any such business or practice that would tend to influence him/her in a way other than in the best interests of the Company;
To not get into any business transaction or agreement that would result in the conflict of interest in any manner, other than those in the best interests of the Company;
To not receive gifts and other benefits from the outsiders having pecuniary and other interest.
vii. Ensure Confidentiality:
Protect confidential, proprietary and any such information received by virtue of their position in the Company and not disclose such information to anyone, unless the disclosure is required under any law or authorized by the Board of the Company;
To not use or intend to use confidential and proprietary information for gaining unfair advantage and personal benefits, unless it becomes public.
viii. Diversity and Inclusion:
To promote diverse and inclusive Board and management composition;
Provide equal opportunities to all employees for employment in the Company irrespective of their culture, race, gender, caste, and religion;
Promote a work environment free from discrimination, harassment and intimidation of any nature.
ix. Role Towards Shareholders/Members and other Stakeholders:
Treat all shareholders/members and stakeholders of the Company in a fair and respectable way;
Act in the best interests of the Company and fulfill their fiduciary responsibilities qua the Company;
Understand and consider the interests of all stakeholders in the success of the organization.
x. Safeguarding Company’s Assets:
Use Company’s assets, property, proprietary information and intellectual rights for business purposes of the Company and not for personal benefits or gains and to make utmost efforts for the protection and efficient use of the Company’s assets.
xi. Promoting Safe and Healthy Environment:
Give due consideration to the safety and health of all employees and to provide safe, competitive and healthy working environment.
xii. External Activities and Public Comments:
To not undertake any external activities during working hours or, at the expense of Company’s duties and commitments.
(iv) Compliance with Laws Rules & Regulations: Additionally, the directors, senior management and other employees of the Company shall understand and comply with all applicable laws, rules, regulations of any government, regulatory organization(s), licensing agency(ies), or professional association(s)/body(ies) governing their professional activities.
(v) Non-Compliance: Any violation of this Code of Conduct may be reported to the Chairman of the Board in case of Board member or Chief Executive Officer while the other will report to the Chief Executive Officer through Human Resource Department of the Company. All reported violations shall be appropriately investigated. Any waiver of this Code must be approved by the Board of Directors and reported / disclosed if required by any applicable law.
(vi) Disclosure Requirements: All Directors, Senior Management Personnel and employees of the Company shall affirm their compliance with the Code of Conduct on an annual basis in the form as at Annexure-I.
Annexure-I
DECLARATION
I, _____________________ s/o ___________________ CNIC No. _______________ do hereby solemnly affirm and declare that to the best of my knowledge and belief, I have fully complied with the provisions of the Code of Conduct Policy of the Company.
This declaration is issued in pursuance of clause (vi) of the Code of Conduct Policy of the Company.
Issued this on ——– day of ———————,———— at ————————, Pakistan.
_________________
Name
STANDARDS:
Summarized below are standards to further escalate that each member of the PTPL family understands what is expected from him / her in carrying out daily business activities. These standards must always be upheld in day-to-day activities of individual employee in conducting company’s business.
The standard of business conduct and ethics, which PTPL expects from all of its employees, is a condition of employment with the company to be reviewed annually at the time of performance appraisal of an employee.
STANDARDS:
RESPONSIBILITIES OF INDIVIDUAL MANAGERS:
A manager shall not be associated with illegal activity.
A manager would always adhere to the highest moral conduct & best business practices and:
- Must devote necessary time and attention for fulfillment of responsibilities.
- Be aware of company’s business, financial conditions and contribute meaningfully to company’s objective.
- Attend Meetings.
- Request for additional material and explanation when needed (do not hesitate to ask questions).
- Understand audit and supervisory communications.
- Exercise independent judgment.
- Remain focused on the company’s objectives.
STANDARDS:
OVERALL RESPONSIBILITY OF EMPLOYEES:
PTPL employee has a responsibility to:
- Conduct company’s business with honesty, integrity and in a professional manner.
- Avoid the violation of the Protection against Harassment of Women at the Workplace Act 2010.
- Avoid smoking with in the office premises except at designated places.
- Avoid any action that may be viewed or be repugnant, unethical or unlawful on his / her part by the customer / public at large or the company itself.
- Know and follow all applicable environmental, health and safety EHS laws and regulations and PTPL HSE policies and standards.
- Understand and comply with the legal/regulatory requirements and internal policies and procedures of the company that applies to the duties assigned to the employee.
- Avoid any activity that could involve or lead to involvement in any unlawful or unethical governance practice.
- Avoid participation in political or subversive activities and abstain from gambling, betting and wagering contracts.
Personal conduct towards the company, the other employees and customers of the company should be exemplary and he/she is expected to behave with decorum both during office hours and at other times.
- Safeguard the confidential information of the company.
- Avoid actual or potential conflicts of interests in transactions on behalf of the company.
- Provide accurate and reliable information in records submitted.
- Promptly report to the company any violation of law or ethical principles of company and its policies that come to the employee’s attention.
STANDARDS:
GENERAL GUIDELINES:
3.1 CONFIDENTIAL INFORMATION
During the course of employment and after its termination for whatever reason, employee must not disclose to anyone (nor use for any purpose other than the business of company) any information relating to company or its employees which is not already available to the public, unless authorized to do so. Such information includes technical secrets, confidential research work, technical processes, operating manuals, and other confidential financial or business information of company.
The confidentiality of non-company information must also be respected regardless of how employee comes across it. If employee receives or holds information which he knows or believes is confidential to another organization, e.g. a competitor or former employer, he should not use that information or disclose it to anyone else in company. The distinction between confidential information which should be treated in this way and other non-protected information is not always clear. If in doubt, consult Admin & HR Department.
Confidential information concerning PTPL i.e. confidential information about Company’s business or business plans, technology or systems, must never be disclosed to a third party except pursuant to a statute or regulation, or a valid, court order.
STANDARDS:
GENERAL GUIDELINES:
3.2 RECORDING OF INFORMATION
No unrecorded fund or assets of PTPL shall be established or maintained for any reason. No false, artificial or misleading entries in the files and records of company shall be made for any reason. All reporting of information should be accurate, honest and timely and should be a fair representation of the facts.
3.3 CONFLICT OF INTEREST:
A conflict of interest arises when any employee permits the prospect of direct or indirect (e.g. through a family connection) personal gain to influence his/her judgment or actions or Code of Conduct more generally, when he/she favors someone else’s interest over that of the company’s in the conduct of company business.
The employee may not hold a position of director, consultant, employee, representative or agent with any supplier, competitor or organization either doing or seeking to do
business with company without prior written consent of the PTPL Executive Committee or CEO. If any immediate family member holds a position with any organization doing or seeking to do business with company, a written disclosure must be made promptly to his / her Manager / Admin & Human Resource Department.
If any employee wishes to undertake a non-executive director, trustee or supervisory position with external organizations, the employee must obtain the consent of the Executive Committee or CEO.
3.4 ORGANIZATIONAL DISCIPLINE:
It is mandatory for each employee of the PTPL to maintain the highest level of discipline in the organization. Organizational Discipline mainly focuses on individual’s attitude towards his / her supervisors. In case of any conflicts between employees, a written complaint by the employee should be given to GM Admin & HR which clearly mentioned the charges against the accused person. GM Admin & HR is authorized to take punitive actions against accused employee.
I ___________ hereby, confirm that I have read the PTPL Code of conduct and understand that it describes the conduct and behavior expected of me as an employee of PTPL.
Employee Designation: _______
Signature:___________
Date:_____________
