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Code of Conduct

Disclosure Reg. 17(5) of SEBI LODR Regulations, 2015

Overview

The Board of Directors of Switching Technologies Gunther Limited has adopted a Code of Conduct for all members of the Board and Senior Management Personnel, in accordance with Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code is intended to promote ethical conduct and good corporate governance.

All Board members and Senior Management Personnel are required to affirm compliance with this Code on an annual basis.

Code of Conduct

  1. Meeting attendance. Directors shall attend Board and Committee meetings regularly and shall come prepared having reviewed the agenda and relevant materials in advance.
  2. Transparency. Directors shall act with transparency in all dealings relating to the Company and shall not withhold information relevant to the Board's decision-making.
  3. Expert contribution. Directors shall apply their knowledge, skills, and experience to contribute constructively to Board discussions and the strategic direction of the Company.
  4. Constructive discussion. Directors shall engage in discussions in a professional and collegial manner. Disagreements shall be raised through reasoned argument, and Directors shall avoid conduct that is disruptive or harmful to the functioning of the Board.
  5. Evidence-based decisions. Directors shall ensure that decisions are grounded in available evidence, sound reasoning, and the long-term interests of the Company and its stakeholders.
  6. Confidentiality. Directors shall maintain the confidentiality of information received in their capacity as Directors and shall not use such information for personal gain or for the benefit of any third party.
  7. Conflict of interest. Directors shall promptly disclose any actual or potential conflict of interest and shall recuse themselves from discussions or decisions where such a conflict exists.
  8. Compliance with law. Directors and Senior Management Personnel shall comply with all applicable laws, regulations, and Company policies at all times.

Annual compliance

In accordance with Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all Board members and Senior Management Personnel submit an annual declaration of compliance with this Code. The Managing Director confirms such compliance in the Corporate Governance Report forming part of the Annual Report.