Directors’ Code of Ethics: Titan Trucks, Inc.
The Board of Directors (the ‘Board’) of Titan Trucks, Inc. (the company) has adopted this code of ethics for company directors (Tricker & Tricker, 2012). This code intends to bring the directors’ attention to matters of ethical responsibility, outline ethical standards, procedures, and establish mechanisms for reporting unethical behavior. Company directors are obligated to follow this code of ethics to foster accountability and professionalism within the organization. This policy does not address all potential ethical matters. Directors are therefore expected to use this code of ethics as a set of guiding principles together with all applicable laws. e
The board is responsible for championing the interests of shareholders and legal owners of the company by optimizing management performance and providing oversight. Directors are expected to diligently oversee the company operations and exercise prudent judgment in decision making. The director’s responsibilities are inter alia to:
Directors of Titan Trucks shall uphold the highest standards of ethical behavior and honesty. Directors must remain sensitive to any existence or perception of conflicts of interest (Langford, 2019). Such conflict exists when the objectivity and effectiveness of directors is undermined on account of secondary personal interests interfering or appearing to interfere with the interest of Titan Trucks. As an example, the receipt of improper personal benefits by a member of the board or members of their immediate family due to their position as a company director amounts to a conflict of interest. This code does not in any way exhaustively outline all possible conflicts of interest but directors should pay attention to and refrain from the below common conflicts.
Directors at Titan Trucks must strive to ensure that all actions undertaken by or on behalf of the company are not in violation of any applicable rules, regulations, and laws. Directors shall foster open communication channels to encourage employees to consult managers and supervisors when in doubt about legal obligations. Directors shall establish authorities to which employees can confidentially (without the fear of reprisals) report violations of this code of ethics, rules, regulations, and all applicable laws.
Directors shall deal honestly and fairly with all Titan Trucks stakeholders i.e. customers, suppliers, shareholders, employees, and even competitors. Directors shall uphold ethical behavior and refrain from ethical malpractice such as abuse of privileged information, misrepresentation of facts concealment, or any form of manipulation.
Company directors shall not sell securities in their accounts or through proxy accounts in a manner that amounts to or gives the appearance of a conflict of interest in their capacity as fiduciaries. Directors shall enquire from Titan Trucks legal office as to acceptable legal conduct and procedures regarding personal trading of the company’s common shares. Directors shall not conduct securities transactions based upon confidential information and insider knowledge of portfolio transactions.
Directors and officers shall refrain from the improper influencing of government officials in any country in which Titan Trucks operates (Siyuan & Yi Siong, 2016). Special care shall be taken when dealing with government representatives to ensure compliance with anti-corruption laws. In this regard, company directors and officials shall not seek to improperly influence government officials or any other entity or party through the payment of bribes, political contributions, gifts, and emoluments, or any other unethical means.
Titan Trucks is committed to fostering a working culture free from overt or subtle discrimination and/or harassment or any behavior that undermines the integrity of the employment relationship (Boris & Elias, 2017). Directors and company officials shall be liable for disciplinary action should they make sexual advances, demand sexual favors in exchange for employment, or engage treat any party with hostility on account of sexual frustrations. Directors shall not engage in discriminatory actions, speech, commentary based on racial, ethnic, religious, and gender biases.
All directors and officials of Titan Trucks, Inc. are bound by the provisions of this ethical code and are expected to read and accept it. The standards outlined herein are neither complete nor exhaustive. Directors are required to comply with all applicable laws and regulations in addition to this code. All additional queries and clarifications are to be directed to the office of Titan Trucks General Counsel.
Boris, E., & Elias, A. L. (2017). Workplace discrimination, equal pay, and sexual harassment. Oxford Handbooks Online. https://doi.org/10.1093/oxfordhb/9780190204204.013.10
Langford, R. T. (2019). Company directors’ duties and conflicts of interest. Oxford University Press, USA.
Siyuan, C., & Yi Siong, S. (2016). Corruption and bribery. Max Planck Encyclopedia of Comparative Constitutional Law. https://doi.org/10.1093/law:mpeccol/e91.013.91
Tricker, B., & Tricker, R. I. (2012). Corporate governance: Principles, policies and practices. Oxford University Press.
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