Preamble

  Henkel India Limited's commitment to ethical and lawful business conduct is a fundamental shared value of the Board of Directors and to the members of senior management of the Company. Consistent with its 'Values and Beliefs', Henkel India has formulated the following Code of Conduct as a guide to the high ethical standards expected of its Directors and Senior Management.

  The company appoints the Company Secretary as a Compliance Officer for the purpose of the Code, who will be available to Board and the Senior Management to answer questions and to help them comply with the code.

Any change in this code will be made only with the approval of the Board of Directors of the company.

Applicability

  This 'Code of Conduct' shall be applicable to all Board Members and also to Senior Management Team (Board and SMT) immediately one level below the Board Members viz. all Functional/Departmental Heads viz. Technical, Finance, Production, Marketing, Sales, HR, Secretarial and IT.

Code

  The Board Members and the Senior Management team (Board and SMT) would

• Conduct the Company's business in an efficient and transparent manner and would strive to meet its obligations to shareholders and other stakeholders.
• Act honestly and use their powers of office, in good faith and in the best interest of the company as a whole
• Not be involved in any activity that would have any adverse effect on the objectives of the company and national interest.
• Maintain confidentiality about the company and its business affairs in respect of all non-public information
• Abide by all applicable Rules and Regulations including insider trading code.
• Not engage in any activity or enter into any pecuniary relationship which might result in conflict of interest, which may affect the independence of judgement of the Director concerned.
• Neither offer nor receive or make any gifts, donations, which are intended to obtain business or unethical favours save and except nominal gifts which are customary in nature or associated with festivals.
• Would demand, demonstrate and promote professional behaviour and respectful treatment of all employees.
• Educate other colleques of the importance of this Code.

Adoption and Commencement

  This Code of Conduct was adopted by the Board of Directors by a Resolution dated 15th December, 2005 and shall be deemed to have come into force with immediate effect.