Eastcoast Steel Limited

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            Corporate Governance

Good corporate governance ensures that the company's internal practices and policies help maintain high standards of accountability, transparency and compliance with laws in all dealings with government, customers, suppliers, employees and shareholders.

In order that this objective is achieved, the guiding principles be clearly understood and put into practice at all levels within the organization. Therefore, a code of conduct has been formulated by the board for being adhered by the directors and other senior management personnel as set out below.

Code of Conduct

1. Introduction

This code of conduct applies to:

(a)   the directors of Eastcoast Steel Limited

(b)   personnel of the Company who are members of its core management team excluding the Board of Directors.  It will also apply to all members of management one level below the executive directors including all functional heads hereinafter collectively referred to as Senior Executives; and

(c)    any other employee or officer of the Company who has the opportunity to materially influence the integrity, strategy and operation of the business and financial performance of the Company.


2. Purpose

The purpose of this code of conduct is to:

(a)    articulate the high standards of honesty, integrity, ethical and law abiding behavior expected of directors and Senior Executives;

(b)   encourage the observance of those standards to protect and promote the interests of shareholders and other stakeholders (including employees, customers, suppliers and creditors);

(c)    guide directors and Senior Executives as to the practices necessary to maintain confidence in the Companyís integrity & reputation; and

(d)   set out the responsibility and accountability of directors and Senior Executives to report and investigate any reported violations of this code or any other unethical or unlawful behavior;

(e)    ensure that the business practices of the Company create a high level of confidence among its stakeholders.


3. Honesty and Integrity

3.1 The Directors and senior management shall act honestly and with integrity  in all of their dealings for the Company.

3.2 The Directors and senior management will not discriminate on the grounds of a personís race, religion, gender, marital status of disability.

3.3 Directors and senior management will not make promises or commitments that the Company does not intend, or would be unable to honour.

3.4 Directors and senior management shall adhere to the truth and they should not mislead directly or indirectly nor make false statements, nor mislead by omission.


4. Personal Transactions

4.1 Directorsí and senior managementís personal or other business dealings will be kept separate from their dealings as a director or employee of the Company.

4.2 Directors and senior management shall not use the name of the Company to further any personal or other business transaction unrelated to the Company.

4.3 Directors and senior management shall use goods, services and facilities provided to them by the Company, strictly in accordance with the terms on which they are provided.


5. Confidentiality of Information

5.1 Directors and senior management will ensure that confidential information relating to customers, employees and Companyís operations is not given either inadvertently or deliberately to third parties, except to the extent necessary for the Companyís business, without the consent of the Company.

5.2 Directors and senior management will not use company information obtained by them for personal gain financial or otherwise, not will that information be used to obtain financial or other benefits for any other person or business.

5.3 Directors and senior management shall respect the privacy of others.


6. Disclosure of Interests

6.1 Directors and senior management shall fully disclose active private or other business interests promptly and any other matters which may lead to potential or actual conflicts of interest with the Company in accordance with such policies that the Directors may adopt from time to time.

6.2 Directorsí and senior managementís dealings with the Company must always be at arms length to avoid the possibility of actual or potential conflict of interest.


7. Protection and proper use of assets

7.1 The Company expects each directors and Senior Executive to use all reasonable endeavors to protect any Company asset and  to ensure its efficient use.

7.2 A director or Senior Executive may only use a Company asset (for example, a product, vehicle, computer or money) for legitimate business purposes.

7.3 Each Director and Senior Executive must immediately report any suspected fraud or theft of a Company asset for investigation.


8. Compliance with laws, regulations, policies and procedures

Each director and Senior Executive must:

(a)    comply with the letter and spirit of any applicable law, rule or regulation;

(b)   comply with the protocols, policies and procedures of the Company, including its corporate code of conduct and code of conduct for insider trading; and

(c)    encourage other officers and employees to do the same.


9. Reporting of any illegal or unethical behavior

Directors and senior management are encouraged to promptly contact the Chairman of the Board of the Managing Director or the Compliance Officer if any directors believes that he or she has observed illegal or unethical behavior by any employees, officer or director, or by anyone  purporting to be acting on Companyís behalf.  Any such reports may be made anonymously.  Confidentiality will be maintained, to the extent permitted by law.


10. Payments, Gifts, Entertainment  and Travel

10.1 Directors and senior management shall not use their status to seek personal gain from those doing business or seeking to do business with the Company.

10.2 Directors and senior management shall not accept any personal gain of any material significance, if offered.


11. Disciplinary Action

Directors and senior management are subject to disciplinary action for violations of this Code of Conduct.  Subject to and in accordance with the provisions of Company law, the Board of Directors shall determine the appropriate disciplinary action for violations of this Code of Conduct.


12. Waivers and Modifications

Waivers of this Code of Conduct will be granted only when determined to be appropriate under the circumstances and in accordance with  applicable law, and only upon approval by the Board of Directors or an authorized committee thereof.  All  such waivers will be disclosed to shareholders and the public if required by applicable law or regulation.  Subject to the foregoing, this Code of Conduct is subject to modification by the Board of Directors at any time in order to ensure continued compliance with applicable laws, rules and regulations.


13. General

Every Director shall perform his duties as a Director, including his duties as a member of any committee of the Board of Directors upon which he may serve, in good faith, in a manner he reasonably believes to be in Companyís best interests, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.