FOR DIRECTORS
The Code is developed and adopted with a view to focus the Board and each Director on areas of ethical risk; provide guidance to directors to help them recognize and deal with ethical issues; provide mechanisms to report unethical conduct; and help foster a culture of honesty and accountability.
1.CONFLICT OF INTEREST
Directors including the Chairman must avoid any conflicts of interest between the director and the Company. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company, should be disclosed promptly to the the Board of Directors. A “conflict of interest” can occur when:
a) A director’s personal interest is adverse to – or may appear to be adverse to – the interests of the Company as a whole;
b) A director, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position as a director of the Company;
Some of the more common conflicts which directors should avoid are listed below:
c) Relationship of Company with third-parties
Directors may not receive a personal benefit from a person or firm which is seeking to do business or to retain business with Cyan. A director shall recuse him or herself from any Company Board decision involving another firm or Company with which the director is affiliated;
d) Compensation from non-Company sources
Directors may not accept compensation (in any form) for services performed for the Company from any source other than the Company;
e) Gifts
Directors may not offer, give or receive gifts from persons or entities who deal with Cyan in those cases where any such gift is being made in order to influence the directors’ actions as members of the Board, or where acceptance of the gifts could create the appearance of a conflict of interest; and
f) Personal use of Company assets
Directors may not use Company assets, labor or information for personal use unless approved by the Chairman of the Board or as part of a compensation or expense reimbursement program available to all directors.
2. CORPORATE OPPORTUNITIES
Directors are prohibited from:
a) Taking for themselves or their companies’ opportunities that are discovered through the use of Company property, Company information or position as a director;
b) Using the Company’s property or information for personal gain; or
c) Competing with the Company for business opportunities. However, if the Company is disinterested and the directors determine that the Company will not pursue an opportunity that relates to the Company’s business, a director may then do so.
3. CONFIDENTIALITY
Directors must maintain the confidentiality of information entrusted to them by the Company and any other confidential information about the Company that comes to them, from whatever source, in their capacity as a director, except when disclosure is authorized or legally mandated. For purposes of this Code, “confidential information” includes all non-public information relating to the Company.
4. COMPLIANCE WITH LAWS, RULES AND REGULATIONS; FAIR DEALING
Directors must comply, and oversee compliance by employees, officers and other directors, with laws, rules and regulations applicable to the Company, including insider trading laws. Directors must deal fairly, and must oversee fair dealing by employees and officers, with the Company’s customers, suppliers, competitors and employees.
5. ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR
Directors should promote ethical behavior and take steps to ensure that the Company:
a) Encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation; and
b) Encourages employees to report violations of laws, rules, regulations or the Company’s Code of Conduct to appropriate personnel.
6. COMPLIANCE STANDARDS
Directors should communicate any suspected violations of this Code promptly to the Chairman of the Audit Committee. Violations will be investigated by the Board or by persons designated by the Board, and appropriate action(s) will be taken in the event of any violations of the Code.
FOR EMPLOYEES
This code is developed and adopted with a view to develop and promote the highest standards of ethical behavior, professionalism, integrity and commitment amongst the employees of the company. It is adopted with the end view of promoting good corporate governance.
The company makes it mandatory for all its employees to perform their duties and responsibilities in accordance with this code.
The company is guided by the following principles in all activities for attainment of the organizational objectives:
1.ABIDANCE OF LAWS / RULES
a) All employees shall conform to and abide by the company policies, applicable laws, regulations and directives which may from time to time be in force.
b) The employees shall not take part in, subscribe in aid of, or assist in any way, any political movement that is in disinterest of Cyan.
2.INTEGRITY
a) Conduct themselves with the highest standards of ethics, professional integrity and dignity in all dealings with the public, clients, investors and employees, and not engage in acts discreditable to Cyan and the profession. If they become aware of any irregularity that might affect the interests of Cyan, they shall inform the senior management immediately.
b) Maintain all books, data, information and records with scrupulous integrity, reporting in an accurate and timely manner all transactions/reports.
c) Avoid all such circumstance in which there is personal interest conflict, or may appear to be in conflict, with the interests of Cyan or its clients.
d) Not use their employment status to seek personal gain from those doing business or seeking to do business with Cyan, nor accept such gain, gift, favor, entertainment or other benefits, if offered.
3.CONFIDENTIALITY
Maintain the privacy and confidentiality of all the information acquired during the course of professional activities and refrain from disclosing the same unless otherwise required by statutory authorities/law. All such information will remain as a trust and will only be used for the purpose for which it is intended and will not be used for the personal benefits of any individual(s). Inside information about Cyan’s clients/affairs shall not be used for their own gain, or for that of others either directly or indirectly.
4.PROFESSIONALISM
Serve Cyan honestly and faithfully and strictly serve Cyan’s affairs and the affairs of its constituents. Disclose and assign to Cyan all interest in any invention, improvement, discovery or work of authorship that they may make or conceive and which may arise out of their employment with Cyan. If their employment is terminated, all rights to property and information generated or obtained as part of their employment relationship will remain the exclusive property of Cyan.
5.BUSINESS/WORK ETHICS
a) Respect fellow colleagues and work as a team. They shall at all times be courteous and not let any personal differences affect their work.
b) Ensure good attendance and punctuality and demonstrate a consistently good record in this area.
c) Maintain a standard of personal hygiene and dress appropriately for attendance at work.
d) As a personal responsibility, safeguard both the tangible and intangible assets of Cyan that are under their personal control and shall not use Cyan assets for their personal benefits except where permitted by Cyan.
e) Not indulge in any kind of harassment including sexual harassment or intimidation whether committed by or against any senior/junior, coworker, customer, vendor or visitor. They shall not use language, written or spoken in intra office communication(s) or communication(s) with individual(s) outside the office that may contain any statement or material that is offensive to others.
f) Employees shall also not indulge in any of the following activities except with the prior permission of the competent authority:
I. Borrow money from or in any way place themselves under pecuniary obligation to broker or money lender or any employee of Cyan or any firm or person having dealings with Cyan;
II. Buy or sell stock, share or securities of any description without funds to meet the full cost in the case of purchase or scrip’s for delivery in the case of sale. However, they can make a bona fide investment of their own funds in such stock, shares and securities in line with the employees trading policy.
III. Lend money in their private capacity to a constituent of Cyan or have personal dealings with a constituent in the purchase or sale of bills of exchange, Government paper or any other securities;
IV. Guarantee in their private capacity the pecuniary obligation of another person or agree to indemnify in such capacity any person from loss;
V. Act as agent for an insurance company otherwise than as agent for on behalf of Cyan;
VI. Be connected with the formation or management of a joint stock company;
VII. Engage in any other commercial business or pursuit either on their own account or as agent for another or others;
VIII. Accept or seek any outside employment or office whether stipendiary or honorary; and
IX. Undertake part time work for a private or public body or private person, or accept fee thereof.
DEI Policy
DIVERSITY, EQUITY AND INCLUSION POLICY
The Code is developed and adopted with a view to focus the Board and each Director on areas of ethical risk; provide guidance to directors to help them recognize and deal with ethical issues; provide mechanisms to report unethical conduct; and help foster a culture of honesty and accountability.
1. Introduction
The Company understands that Diversity, Equity and Inclusion (DEI) are core components of embracing different talents, perspectives and backgrounds of our employees and a source of competitive advantage for the organization. We believe that diverse teams are a source of strength that supports us in achieving our purpose and the best outcomes for our organization
2. Scope and Application of Policy
2.1 This Policy applies to all employees of the Company. ;
2.2 There shall be alignment between this Policy, Code of Conduct and any related regulatory or legal requirements.
3. Policy Statement
The Company will support and progressively work towards building a diverse, equitable and inclusive work environment.
4. Definitions
In this Policy and any associated procedures and guidelines, the following terms are defined:
- Company means Cyan Limited (may also be referred to as “the Company”, Cyan” “us”, “our”, or “we”)
- Diversity means accepting and welcoming people by respecting and appreciating what makes them different, whether it is gender, age, ethnicity, race, religion, disability, education, culture, belief, national origin, marital status, or other aspects.
- Employee means persons employed by the Company, whether full time or part time, regular or contract.
- Equity means being fair, transparent, and just. Taking deliberate actions to remove barriers that hinder opportunities and disrupt well-being. It is important to understand that ‘equality’ and ‘equity’ are not the same. Equality means treating everyone the same regardless of their needs and circumstances. Equity means treating people fairly in accordance with their needs and circumstances.
- Inclusion means making employees feel welcome, valued, respected, heard, and supported. It is about empowering employees, recognising their special talents, and providing the right conditions for them to reach their full potential.
- Management means managers, department heads, leaders.
5. Purpose:
- Expand our talent pool and bring in new perspectives, backgrounds and experiences
- Create a fair and respectful work environment for everyone
- Advance an inclusive culture by building trust and collaboration
- Improve organizational effectiveness
- Enable the organization to be globally competitive
6. Key Steps for Building a Diverse, Equitable and Inclusive Culture:
i. Increase diverse representation, particularly in leadership and critical roles
- Attract, retain and develop a diverse mix of people who value our organization culture and standards and will add something different that will positively contribute to the work environment.
- Develop and invest in our leaders and managers and build their capability to ensure a culture where DEI is embraced and supported.
ii. Strengthen leadership accountability
- Hold leaders and managers accountable for DEI progress at organizational, department and team levels.
iii. Enable equity through fairness and transparency
- Incorporate DEI lens in our policies and procedures.
- Make our communications gender neutral and inclusive.
- Periodically review for pay gap differences for people in same jobs with similar experience and education. Differences in pay due to performance differentiation are valid.
- Management to ensure all people decisions are fair and merit based.
- Management to ensure equal opportunity is provided for employment, promotion, and development.
iv. Promote openness, and uphold a zero-tolerance policy for microaggressions (such as harassment, discrimination, bullying, retaliation)
- Educate staff on prevention of microaggressions and benefits of creating a respectful work environment.
- Establish a code of conduct and ensure employees are aware of it.
- Ensure a reporting/whistleblowing procedure and inquiry committee are in place to report and investigate such matters.
- Ensure zero-tolerance against any retaliation resulting from the reporting and investigation.
v. Foster belonging by listening to all voices and supporting
- Support employees to meet their diverse needs in managing career along with personal responsibilities.
- Contribute to corporate philanthropy and sustainability initiatives.
vi. Tailor DEI initiatives for impact
- Design DEI initiatives appropriate for the organization and location culture to get local buy-in and create impact.
7. Responsibilities:
- DEI is everyone’s responsibility.
- All employees are expected to exhibit conduct that promotes a diverse, equitable and inclusive environment, comply with the Company’s Code of Conduct and are required to attend related trainings and activities.
- Managers and department heads are responsible for being role models and for coaching their people on the above.
- Leadership is responsible for driving and embedding DEI and accountability into the culture and be inspiring role models.
- DEI Committee is responsible for assessing needs, developing, and executing a DEI action plan.
8. Administration
This policy shall be administered by HR
9. Amendments
The Company reserves the right to change or withdraw all or any part of this Policy at any time. Changes will require approval of the Board of Directors of the Company.
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