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For the Board of Directors
S4E is committed to ensuring maintenance of an open and productive environment for growth and development of all concerned. The concern of S4E with conflict of interest reflects the ever-increasing complexity of our society, our various relations with each other and with outside institutions, along with the heightened national and governmental sensitivity to such matters. Conflicts of interest, in the most conventional sense, arise because interested Directors or Staff Members may have the opportunity to influence the Company’s business decisions in ways productive of personal gain. Additionally, the Director’s of Staff Member’s outside relationships may compromise the integrity of decisions they make as a part of their essential function during the course of their employment.

Questions concerning the definition and resolution of conflicts of interest are frequently matters of degree and judgment. S4E recognizes that members of its staff are professionals; it expects them to be alert to the possible effect of outside activities on the integrity of their decisions and on their ability to fulfill their obligations to the Company. Likewise, S4E recognizes the value of professional interaction between its staff and outside entities. It supports and promotes open culture and open-industry relationships and, subject to this policy, it maintains an environment in which such relationships may flourish.

In response to these concerns, S4E has adopted three statements of policy:
A.    It is the policy of S4E that its staff and the Directors have an obligation to avoid unacceptable ethical, legal, financial or other conflicts of interest and to ensure that their activities and interests do not conflict with their obligations to the Company or its welfare.

B.    It is the policy of S4E that any staff member or a Director engaging in an outside activity or possessing a personal interest that could lead to a serious conflict of interest must immediately disclose that possibility by filing a disclosure form with that staff member’s Department or the Director must disclose such activity to the Board of Directors in writing. The staff members not engaged in such activities or possessing such interests need only affirm this fact on the Conflict of Interests Disclosure Form provided by S4E which is to be filled in and signed by all levels of S4E team members whether in the category of staff or Director. When the Conflict of Interests Disclosure form is filled in by the Managing Director the signed FORM must be submitted to the Chairman and the Board of Directors. The above FORM so provided by S4E deals with all pertinent information, and determines as to whether a staff member's situation presents a serious conflict of interest, and that such conflict must be resolved for harmonious functioning of the Company as a strategy to prevent future litigation or acrimony.

C.    It is the policy of S4E that relationships between its staff members and outside institutions must not impede the open communication. This includes permissible and necessary sharing, in accordance with applicable legal and ethical principles, of data, samples, physical collections and other supporting materials, unless their dissemination is governed by written proprietary agreements between S4E and a counter part second party. If intellectual property is subject to the S4E guidelines (such as those governing technology transfer), a Staff member may not transfer or commit to transfer that property outside S4E without going through approved procedures.

The purpose of this policy is to ensure that the Board of Directors of S4E appropriately deal with actual, potential and perceived conflict of interests, and that the deliberations and decisions of the Company are made in the best interests of all concerned.

A conflict of interest may arise when a personal interest or activity could influence, or might appear to influence, a Director’s ability to act in the best interests of the Company.

Clearly, a Director must not use his or her position, or confidential corporate information obtained by him or her relating to the Company, in order to achieve a financial benefit for himself or herself or for a third person or organisation.

The Directors (including the Executive Directors) abide by the conflict of interests principles to which everyone who works for S4E agrees. These are:
  • No-one should allow their outside activities to interfere with Company’s work or allow any conflict between their duties and their private interests to affect their ability to carry out specified duties & functions effectively.
  • No-one should make use of, or exploit, the Company’s name, their connection with the Company or information obtained in the course of their duties to further their own private interest or those of any outside organisation to the detriment of Company’s interests or in any manner prejudicial to any work or venture undertaken by the Company.
  • No-one should act in a manner likely to bring the Company into disrepute or adversely affect its reputation for impartiality, honesty, high moral & ethical standards.
Register of Interests
On taking office, Directors shall make a declaration of all interests which might be seen to affect his or her ability to perform the duties of Director. Any such interests shall be recorded in the Board’s Register of Interests which is maintained by the Company.

Directors shall also declare in the Register of Interests any relevant employment or significant financial interest of family members where a conflict of interest, or perceived conflict of interest, might arise. For example, when family members are employed by the Company, or when a family member is employed by a supplier or competitor of the Company or is a consultant or retainer of such competitor.

Each Director shall inform the Company’s Governance Unit when there are changes to their interests and review the Register of Interests periodically or at least once in every six months. When updating their declaration, Directors are asked to sign a statement asserting that they had not been party to any decision by the Company which may be correlated to a contract by the Company with any of the parties with whom the Director may have declared an interest. In due course The Register of Interests shall be made publicly available through the Company’s website.
Board of Directors’ Conflict of Interests Regulations

Directors are required to disclose their interests in the following categories:

  • positions of employment
  • remunerated executive and non-executive directorships
  • voluntary positions, including unpaid directorships, trusteeships, board and committee memberships, Society Membership(s) and memberships of any Club or Association or any Religious or Political Party, Group or Association.
  • shareholding or any other interest in a “notified company” (other than those held in a portfolio investment, such as a pension fund, the composition of which the member has no control over) and shareholdings over 5% in any company.
  • controlling interests in partnerships, sole proprietorship, body, association or group, all types of companies or trusts which may or may not transact with the Company (The controlling interest may be through the Director alone or through his family members or a combination thereof).
  • interests of family members that are likely to affect the Company in any positive or negative manner.
  • any other interest which the member believes might reasonably be seen as relevant to the exercise of their duties as the Director of the Company. The list of “notified companies”, held by the Governance Unit of the Company for reference by Directors, comprises companies with the highest value contractual relationship with the Company, and other companies which are significant players in markets having same or similar interests and hence conflicting with the Company’s interests. The requirement to declare an interest in a “notified company” does not remove the requirement of any Director to declare their interest in any other companies that they believe may give rise to a real, or perceived, conflict in future times.

    For the purposes of this declaration, family members of the declaring Director shall be the Director’s parents, brothers, sisters, spouse or partner, and children. Friends and other relatives are excluded for the purposes of this clause.

    The Register of Interests is reviewed annually by the Company’s Audit Committee to satisfy itself that no personal interest of Director impacts upon his or her ability to perform the duties of his office.
Participation in broadcasting and the media
Directors are free to broadcast and contribute to the media, but will use their discretion as to the frequency and character of such broadcasts, contributions, or articles they write and take advice from the Governance Unit regarding potential conflicts if any perceived by them at any stage during their tenure of such Directorship.

Directors may accept a fee for work commissioned by the Company, or its subsidiary companies, when they participate in a professional capacity for which, by reason of their acknowledged expertise, they (or a company, partnership or sole proprietorship in which they have a business interest) are particularly or specifically qualified. Such arrangements must be authorised by the Chairman and the Managing Director in consultation of the Company’s Audit Committee. In some cases it will not be appropriate for the Directors to accept a fee for speeches, broadcast, research or media work. Directors are not permitted to accept any payment when contributing to any media in his or her capacity as the Directors of the Company.
Board of Directors’ Conflict of Interests Regulations
With respect to the Company, or any of its subsidiary companies, the Chairman and the Managing Director in consultation with the Audit Committee may stipulate particular requirements regarding the individual Director’s business relationship with the Company.
Declaration of interest during a meeting of the Board or subcommittee
Where a Director has a personal or business interest in any matter before the Board, he or she will declare it at the earliest opportunity. In such a case, other Directors then present will consider whether it is appropriate for such Director, with declared conflicting interest, to take part in the discussion of any related item of business to be transacted before the Board. If the Board decides that it is not appropriate for such interested Director to take part in such conflicting agenda item, the interested Director will withdraw while the matter is under discussion. In any event, a Director will not take part in any vote on an item of business in which he or she has declared an interest, and will not be counted as being present for the purpose of completing the quorum under the Companies Act.
Accepting hospitality and gifts
A conflict of interest may arise if a Director, when performing his duties for the Company, seeks or accepts gifts and/or hospitality which may influence or appear to influence the decision making process.

Whilst hospitality is an accepted courtesy of a business relationship, Directors should not allow a situation whereby (a) acceptance of such hospitality might be deemed by others to have influenced the decision taken by the interested Director or (b) lead to potential allegations of conflict of interest.

Gifts from organisations or individuals with whom the Company has, or might have, business dealings should not be accepted. Gifts should be returned to the sender or donated to charity after informing the Company in a documental manner.

Invitations to corporate entertainment events may be accepted if there is clear benefit to the Company.

Approved by the Board of Directors on June 30th 2008
Annex 1
The Company reports on the management of Directors’ interests in the following ways:
1. Register of Interests
The Directors’ Register of Interests shall be published in due course at the Company’s website, and is kept for scrutiny at the Governance Unit of the Company at its registered office premises, and shall be made available on written request to any staff member.

2. Related party transactions
Related party transactions (between the company, and the Directors, their immediate families and/or external entities controlled by them) are recorded in the Financial Statements of the Company’s Annual Report and Accounts (in accordance with the law of the land.

3. Board of Directors’ minutes
A Director’s declaration of having a personal, actual or perceived business interest in any matter before the Board is recorded in the Minutes of the Meeting. The Board minutes shall be made available on the Company’s web site in due course.