Message from Tarun K. Tandon, Chief Executive Officer, FLS
At FLS, formulating and implementing sound corporate governance values is of great importance. The principles of corporate governance of FLS are to ensure the accountability to its investors as well as to achieve the goals that the Board has set. These principles are reflected in the structure and composition of our Board of Directors and are reinforced through FLS' Code of Ethics which applies to every employee including the Directors.
With appropriate corporate governance policies in place, FLS will ensure high standards of management and excellence.
Tarun K. Tandon
|Activities of the Board and attendance||
The Board comprises of Chairman and two Executive Directors. The Board does not have any independent Director. The Board meets regularly (at least 4 times during the year) to consider operational, financial and strategic matters. All Directors attend each Board meeting. There is a formal schedule of matters specifically reserved for the Board’s decision. In broad terms, the Board is responsible for creating and maintaining the framework within which the Company operates. It sets the Company’s strategy, objectives and policies and approves operating and capital expenditure budgets and material initiatives and commitments.
|Independent legal advice||
There is a procedure in place for Directors to take independent professional advice at the Company’s expense if this is necessary in connection with their duties.
The Directors acknowledge their overall responsibility for the system of internal control and for reviewing its effectiveness. There is an ongoing process for identifying, evaluating and managing the key risks faced by the Group that has been in place for the year under review and up to the date of the approval of the annual report. The process is regularly reviewed by the Board. Steps continue to be taken to embed internal control further into the operations of the business and to deal with any issues that come to the Board’s attention. The Directors have reviewed the effectiveness of the system of internal control and are satisfied by it.
The key internal financial controls that are in operation during the year:
All offices are required to operate in accordance with detailed, documented standards and procedures which cover all material aspects of their operations. Compliance with these standards is assessed by internal review.
The Company has a Group policy on standards of conduct and business ethics with which all employees are required to comply.
|Code of Ethics||
This Code of Ethics applies to all staff of FLS and expects all of its employees to act in accordance with the highest standards of personal and professional integrity in all aspects of their activities, to comply with all applicable laws, rules and regulations, to deter wrongdoing and abide by the Company’s Code of Conduct and other policies and procedures adopted by the Company that govern the conduct of its employees. This Code of Ethics is intended to supplement the Company’s Code of Conduct.
Employees in specific decision making and reporting positions are required to perform their jobs in accordance with the Code of Ethics, including:
Employees are prohibited from directly or indirectly taking any action to fraudulently influence, coerce, manipulate or mislead the Company or its subsidiaries’ independent public auditors for the purpose of rendering the financial statements of the Company or its subsidiaries misleading. Employees understand that they will be held accountable for their adherence to this Code of Ethics. An employee’s failure to observe the terms of this Code of Ethics may result in disciplinary action, up to and including termination of employment. Violations of this Code of Ethics may also constitute violations of law and may result in civil and criminal penalties for the employee, their supervisors and/or the Company. Any questions an employee may have regarding the best course of action in a particular situation, should promptly contact the Board of Directors.