UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 19, 2015
MAJESCO
(Exact name of registrant as specified in its charter)
| California | 001-37466 | 77-0309142 |
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
5 Penn Plaza, 14th Floor
New York, NY 10001
(Address of Principal Executive Office) (Zip Code)
(646) 731-1000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On June 19, 2015, Majesco, a California corporation (“ Majesco ”), adopted a form of indemnification agreement (the “ Majesco Indemnification Agreement ”) for its officers and directors. Majesco intends to enter into the Majesco Indemnification Agreement with each of its directors in connection with the consummation of the previously disclosed merger of Cover-All Technologies Inc., a Delaware corporation (“ Cover-All ”), with and into Majesco, with Majesco surviving the merger (the “ Merger ”), pursuant to that certain Agreement and Plan of Merger, dated as of December 14, 2014, as amended by Amendment No. 1, dated as of February 18, 2015, by and between Majesco and Cover-All (the “ Merger Agreement ”). Each such indemnification agreement supplements the indemnification rights under the articles of incorporation and bylaws and provides that, Majesco will, to the fullest extent permitted by law, indemnify such directors and officers against any and all expenses and liabilities incurred by each such indemnitee in the course of conduct of Majesco’s business or the business of any of its affiliates. Majesco will not be liable under the Majesco Indemnification Agreement to make any duplicate payment to any director or officer in respect of any expenses or liabilities to the extent such indemnitee has otherwise received payment under any insurance policy, Majesco’s articles of incorporation or bylaws, other indemnity provisions or otherwise of the amounts which Majesco must otherwise pay under the Majesco Indemnification Agreement. In the event of an indemnification pursuant to the Majesco Indemnification Agreements, Majesco may provide for and pay for the costs of the defense against any legal action in respect of liabilities as to which it has indemnified the director or executive officer, and the obligations to indemnify will continue to the extent provided in the indemnification agreement notwithstanding that the director or officer may no longer be a director or officer of Majesco. Further, pursuant to the Majesco Indemnification Agreement, Majesco may maintain directors’ and officers’ liability insurance coverage.
The foregoing description of the Majesco Indemnification Agreement is not complete and is qualified in its entirety by reference to the Form of Majesco Indemnification Agreement, which is included as Exhibit 10.1, to Majesco’s Registration Statement on Form S-4 (File No. 333-202180) which was previously filed with the Securities and Exchange Commission on April 1, 2015. The Form of Majesco Indemnification Agreement is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information contained in Item 5.03 is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director
On June 19, 2015, Mr. Ashank Desai resigned his position as director Majesco and all committees thereof with an effective date of June 26, 2015 immediately prior to the Closing (as defined immediately below). Mr. Desai resigned his position to pursue other endeavors and not as a result of any disagreement with Majesco.
Board & Officer Composition
Effective upon the closing of the Merger (the “ Closing ”), Earl Gallegos (Vice Chairman), Sudhakar Ram, and Steven R. Isaac were appointed to the Board of Directors of Majesco as contemplated by the Merger Agreement. Majesco will have a six-member Board of Directors effective upon the Closing. Mr. Gallegos will
become Chair of Majesco’s audit committee and a member of its nominating and corporate governance committee. Mr. Ram will become a member of Majesco’s nominating and corporate governance committee. Mr. Isaac will become a member of the compensation committee.
The required biographical information for each appointed director called for by Item 5.02(d) was included in Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed on May 11, 2015 and declared effective on May 13, 2015 and is attached hereto as Exhibit 99.1, which is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 22, 2015, the articles of incorporation of Majesco were amended (the “ Amendment ”) in order to effect a reverse stock split such that each six (6) shares of Majesco common stock, par value $0.002 per share (the “ Majesco common stock ”), issued and outstanding immediately prior to the effective time of the Amendment were, automatically and without any action on the part of the respective holders thereof, combined and converted into one (1) share of Majesco common stock.
The foregoing description of the Amendment does not purport to be complete and is subject, and qualified in its entirety by reference, to the full text of the Amendment, which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.
In accordance with the Merger Agreement, on June 22, 2015 and after the effectiveness of the Amendment, (i) the articles of incorporation of Majesco were amended and restated pursuant to the terms of the Merger Agreement (the “ Amended and Restated Articles of Incorporation ”) and (ii) the bylaws of Majesco were amended and restated pursuant to the terms of the Merger Agreement (the “ Amended and Restated Bylaws ”).
The foregoing descriptions of the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws do not purport to be complete and are subject, and qualified in their entirety by reference, to the full texts of the Amended and Restated Articles of Incorporation and the Amended and Restated By-laws, as applicable, which are included as Exhibits 3.2 and 3.3, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.
Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics
Effective June 19, 2015, the Board of Directors of Majesco approved an amended and restated Code of Business Requirements and Ethics (the “ Ethics Code ”) to replace its prior code of ethics in connection with its listing on the NYSE MKT. The Ethics Code applies to all officers, directors and employees of Majesco and its subsidiaries.
The full text of the Ethics Code is attached hereto as Exhibit 14.1 and incorporated by reference into this Item 5.05. Majesco will also make available a copy of the Ethics Code on its website at
www.majesco.com . Majesco will disclose any substantive amendment to, or the granting of any waiver from its Ethics Code for any executive officer or director on its website at the address set forth above or in future Current Reports on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 19, 2015, Majesco Limited and Mastek (UK) Ltd., holders of all of the outstanding shares of Majesco common stock, acted by unanimous written consent to approve the following matters:
| 1. | The Amendment |
| 2. | The Amended and Restated Bylaws |
| 3. | The Amended and Restated Articles of Incorporation |
| 4. | The Majesco Employee Stock Purchase Plan |
| 5. | The Majesco 2015 Equity Incentive Plan |
| 6. | The Majesco Performance Bonus Plan |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | ||
| No. | Description | |
| 3.1 | Amendment to Articles of Incorporation of Majesco | |
| 3.2 | Amended and Restated Articles of Incorporation | |
| 3.3 | Amended and Restated Bylaws | |
| 14.1 | Code of Business Requirements and Ethics | |
| 99.1 | Biographies |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| MAJESCO | ||
| By: | /s/ Ketan Mehta | |
| Ketan Mehta | ||
| President and Chief Executive Officer | ||
Date: June 23, 2015
EXHIBIT INDEX
| Exhibit | ||
| No. | Description | |
| 3.1 | Amendment to Articles of Incorporation of Majesco | |
| 3.2 | Amended and Restated Articles of Incorporation | |
| 3.3 | Amended and Restated Bylaws | |
| 14.1 | Code of Business Requirements and Ethics | |
| 99.1 | Biographies |
Exhibit 3.1
Certificate of Amendment
of Articles of Incorporation
The undersigned certify that:
| 1. | They are the President and the Chief Executive Officer and the Secretary, respectively, of Majesco, a California corporation (“ Majesco ”). |
| 2. | Article III of the Amended and Restated Articles of Incorporation of Majesco, filed on July 20, 2011, as amended (the “ Articles ”), is amended and restated in its entirety to read as follows: |
“This corporation is authorized to issue only one class of shares of stock, and the total number of shares which this corporation is authorized to issue is 50,000,000 with a par value of $0.002 per share (“ Stock ”).
Upon the filing and effectiveness (the “ Effective Time ”) pursuant to the California Corporations Code of this certificate of amendment to the Articles, each 6 shares of Stock either issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Stock.”
| 3. | The foregoing amendment to the Articles has been duly approved by the board of directors of Majesco. |
| 4. | The foregoing amendment to the Articles has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The total number of outstanding shares of the corporation is 183,450,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%. |
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.
Date: June 22, 2015
| /s/ Ketan Mehta | |
| Ketan Mehta, President and Chief Executive Officer | |
| /s/ Lori Stanley | |
| Lori Stanley, Secretary |
Exhibit 3.2
AMENDED
AND RESTATED
OF
MAJESCO
The undersigned, Ketan Mehta and Lori Stanley, hereby certify that:
ONE: They are the duly elected and acting President and Secretary, respectively, of Majesco, a California corporation.
TWO: The Articles of Incorporation of the corporation are amended and restated in full to read as follows:
ARTICLE I
NAME
The name of the corporation is Majesco (the “ Corporation ”).
ARTICLE II
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of California (the “ General Corporation Law ”), other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
ARTICLE III
CAPITAL STOCK
1. The total number of shares of all classes of stock that the Corporation is authorized to issue is 500,000,000 of which 450,000,0000 shall be shares of common stock, par value $0.002 per share (“ Common Stock ”), and 50,000,000 shall be shares of preferred stock (“ Preferred Stock ”), par value $0.002 per share. The Preferred Stock may be issued in one or more series. The board of directors of the Corporation (the “ Board ”) is authorized (a) to fix the number of shares of Preferred Stock of any series; (b) to determine the designation of any such series; (c) to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series; and (d) to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued class or series.
ARTICLE IV
DIRECTORS
1. Each director, including a director elected to fill a vacancy, shall hold office until the next annual meeting of shareholders and his or her successor is elected, or his or her earlier resignation or removal.
2. Vacancies in the Board, including, without limitation, vacancies created by the removal of any director, may be filled by a majority of the directors then in office, whether or not less than a quorum, or by a sole remaining director.
ARTICLE V
AFFILIATE GOING PRIVATE TRANSACTIONS
The Corporation, Majesco Limited, Mastek Limited, Mastek (UK) Ltd. and their Affiliates shall not engage in any Affiliate Going Private Transaction (as defined below) for a period of 24 months following June 26, 2015, unless such Affiliate Going Private Transaction is authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of more than 50% of the outstanding voting stock which is not owned by Majesco Limited, Mastek Limited, Mastek (UK) Ltd. and their Affiliates. Notwithstanding the foregoing, voting stock held by Majesco shall be counted for the purposes of determining the presence of a quorum and any director nominated, employed, or engaged by, or otherwise associated with Majesco Limited, Mastek Limited, Mastek (UK) Ltd. and their Affiliates shall not be restricted or limited in the exercise of his or her fiduciary duty.
The foregoing shall not restrict in any manner the Corporation or Majesco Limited, Mastek Limited, Mastek (UK) Ltd. and their Affiliates in responding to, voting in favor of, or accepting an offer from any other Person that is not Majesco Limited, Mastek Limited, Mastek (UK) Ltd. and their Affiliates in regards to any business combination, going private transaction or other transaction; provided, that the amount and type of consideration per share of voting stock to be received by Majesco Limited, Mastek Limited, Mastek (UK) Ltd. and their Affiliates in such transaction, if any, shall not be different from the amount and type of consideration to be received in such transaction with respect to the outstanding voting stock which is not owned by Majesco Limited, Mastek Limited, Mastek (UK) Ltd. and their Affiliates.
As used in this section only, the term:
(i) “ Affiliate ” means a Person that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, another Person.
(ii) “ Affiliate Going Private Transaction ” means (a) a purchase of voting stock of the Corporation by Majesco Limited, Mastek Limited, Mastek (UK) Ltd. and their Affiliates, (b)
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a business combination of the Corporation with any of Majesco Limited, Mastek Limited, Mastek (UK) Ltd. or their Affiliates, or (c) a tender offer for, or requests for invitation for tenders of voting stock of the Corporation made by Majesco Limited, Mastek Limited, Mastek (UK) Ltd. and their Affiliates, in each of clauses (a), (b) and (c), the effect of which is to cause the common voting stock of the Corporation that is registered under the Securities Exchange Act of 1934 (the “ Exchange Act ”) to become eligible for termination of registration under the Exchange Act or to cause such common voting stock of the Corporation registered under the Exchange Act to cease to be listed on a national securities exchange or cease to be quoted on an authorized interdealer quotation system.
(iii) “ Control ," including the terms " controlling ," " controlled by " and " under common control with ," means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract or otherwise. A person who is the owner of 20% or more of the outstanding voting stock of any corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this section, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity.
(iv) " Owner ," including the terms " own " and " owned ," when used with respect to any stock, means a person that individually or with or through any of its Affiliates: (i) beneficially owns such stock, directly or indirectly; or (ii) has (A) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; or (B) the right to vote such stock pursuant to any agreement, arrangement or understanding; or (iii) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting, or disposing of such stock with any other person that beneficially owns, or whose Affiliates beneficially own, directly or indirectly, such stock.
(v) " Person " means any individual, corporation, partnership, unincorporated association or other entity.
(vi) " Voting stock " means stock of any class or series entitled to vote generally in the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity.
In addition to any other requirements under California law, any amendment or modification to, or repeal of, this Article V shall require the affirmative vote of more than 50% of the outstanding voting stock which is not owned by Majesco Limited, Mastek Limited, Mastek (UK) Ltd. and their Affiliates.
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ARTICLE VI
LIABILITY
OF DIRECTORS FOR MONETARY DAMAGES:
INDEMNIFICATION OF, AND INSURANCE
FOR, CORPORATE AGENTS
1. The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.
2. The Corporation shall have the power, by bylaw, agreement or otherwise, to provide indemnification of agents (as defined in Section 317 of the General Corporation Law) of the Corporation to the fullest extent permissible under California law and in excess of that expressly permitted under Section 317 of the General Corporation Law, solely subject to the limits on such excess indemnification set forth in Section 204 of the General Corporation Law.
3. The Corporation shall have the power to purchase and maintain insurance on behalf of any agent (as defined in Section 317 of the General Corporation Law) of the Corporation against any liability asserted against or incurred by the agent in that capacity or arising out of the agent’s status as such to the fullest extent permissible under California law and whether or not the Corporation would have the power to indemnify the agent under Section 317 of the General Corporation Law or these Articles of Incorporation.
4. For the purposes of this Article VI, references to the “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger and the corporation which, if its separate existence had continued, would have had power and authority to (or in fact did) indemnify its directors, officers or agents, so that any person who is or was a director, officer or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
The Board of Directors is expressly authorized to make, amend or repeal the bylaws of the Corporation, without any action on the part of the shareholders, except as otherwise required by the General Corporation Law, solely by the affirmative vote of at least a majority of the total number of directors on the Board of Directors. The bylaws may also be amended or repealed by the shareholders, by the approval of a majority of the outstanding shares of the Corporation.
THREE: The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the Board of Directors.
FOUR: The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the
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California Corporations Code. The total number of outstanding shares entitled to vote with respect to the amendment and restatement of the Articles of Incorporation is thirty million five hundred seventy five thousand (30,575,000) shares. The number of shares voting in favor of the amendment and restatement of the Articles of Incorporation equaled or exceeded the vote required. The percentage vote required was more than fifty percent (50%).
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in these Amended and Restated Articles of Incorporation are true and correct of our own knowledge, as executed on this 22 nd day of June, 2015.
| /s/ Ketan Mehta | /s/ Lori Stanley | |
| Ketan Mehta, President | Lori Stanley, Secretary |
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Exhibit 3.3
MAJESCO
AMENDED AND RESTATED BYLAWS
Dated June 22, 2015
Article I
CORPORATE MANAGEMENT
The business and affairs of Majesco (the “Corporation”) shall be managed, and all corporate powers shall be exercised by or under the direction of the board of directors of the Corporation (the “Board”), subject to the Articles of Incorporation and the General Corporation Law of the State of California (the “General Corporation Law”).
Article II
OFFICERS
1. Designation. The officers of the Corporation (i) shall consist of a Chief Executive Officer, President, Chief Financial Officer and Secretary and (ii) may consist of a Chief Operating Officer, one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, a Controller, one or more Assistant Controllers, and such other officers with such titles and duties as the Board may from time to time elect. In addition to any such appointments that may be made by the Board, the Chairman (as defined below), if an executive officer, shall also have the authority to appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and other assistant officer positions as the Chairman, if an executive officer, determines to be advisable. Any two or more offices may be held by the same person.
2. Term. The officers of the Corporation shall be elected by the Board and serve at the pleasure of the Board and shall hold office until their resignation, removal or other disqualification from service, or until their successors are duly elected. Any officer may be removed from office at any time, with or without cause, by the vote of a majority of the total number of Directors. The Board may fill vacancies or elect new officers at any time. In the case of Assistant Secretaries, Assistant Treasurers, Assistant Controllers and other assistant officer positions, the Chairman, if an executive officer, may also remove any officers from such offices at any time, with or without cause.
3. Chief Executive Officer. The Chief Executive Officer of the Corporation shall be the general manager and chief executive officer of the Corporation, subject to the control of the Board, and as such shall direct the overall business, affairs and operations of the Corporation, shall have general supervision of the officers of the Corporation and shall have all such other authority as is incident to such office.
4. President. The duties of the President of the Corporation shall include, but not be limited to, assisting the Chief Executive Officer (to the extent the President is not also the Chief Executive Officer) in directing the overall business, affairs and operations of the Corporation.
5. Chief Operating Officer. The duties of the Chief Operating Officer of the Corporation shall include, but not be limited to, directing the day-to-day business, affairs and operations of the Corporation, under the supervision of the Chief Executive Officer and (to the extent the Chief Executive Officer is not also the President) the President.
6. Vice Presidents. The Vice Presidents, one of whom shall be the chief financial officer, shall have such duties as the Chief Executive Officer or the Board shall designate and shall have all such other authority as is incident to such office.
7. Chief Financial Officer. The Chief Financial Officer shall be responsible for the overall management of the financial affairs of the Corporation, and shall have all such other authority as is incident to such office.
8. Secretary and Assistant Secretary. The Secretary shall attend all meetings of the shareholders and the Board, keep a true and accurate record of the proceedings of all such meetings and attest the same by his or her signature, have charge of all books, documents and papers which appertain to the office, have custody of the corporate seal and affix it to all papers and documents requiring sealing, give all notices of meetings, and have and perform all other duties usually appertaining to the office and all duties designated by the Bylaws, the Chief Executive Officer or the Board. In the absence of the Secretary, any Assistant Secretary may perform the duties and shall have the powers of the Secretary.
9. Treasurer and Assistant Treasurer. The Treasurer shall perform all duties usually appertaining to the office and all duties designated by the Chief Executive Officer or the Board. In the absence of the Treasurer, any Assistant Treasurer may perform the duties and shall have all the powers of the Treasurer.
10. Controller and Assistant Controller. The Controller shall be responsible for establishing financial control policies for the Corporation and shall perform all duties usually appertaining to the office and all duties designated by the Chief Executive Officer or the Board. In the absence of the Controller, any Assistant Controller may perform the duties and shall have all the powers of the Controller.
Article III
DIRECTORS
1. Number. The Board shall consist of not less than 6 nor more than 9 Directors. The exact authorized number of Directors shall be fixed from time to time, within the limits specified, by approval of the Board or the shareholders. A reduction of the authorized number of Directors shall not shorten the term of any incumbent Director or remove any incumbent Director prior to the expiration of such Director’s term of office.
2. Election. In any election of Directors of the Corporation that is not an uncontested election, the candidates receiving the highest number of affirmative votes of the shares entitled to be voted for them, up to the number of Directors to be elected by those shares, shall be elected and votes against the Director and votes withheld shall have no legal effect.
In any uncontested election of Directors of the Corporation, approval of the shareholders (as defined in Section 153 of the General Corporation Law) shall be required to elect a Director. If an incumbent Director fails to be elected by approval of the shareholders in an uncontested election then, unless the incumbent Director has earlier resigned, the term of the incumbent Director shall end on the date that is the earlier of (a) 90 days after the date on which the voting results of the election are determined pursuant to Section 707 of the General Corporation Law or (b) the date on which the Board selects a person to fill the office held by that Director in accordance with Article III, Section 3 of these Bylaws and Section 305 of the General Corporation Law.
An “uncontested election” means an election of Directors of the Corporation in which the number of candidates for election does not exceed the number of Directors to be elected by the shareholders at that election, determined (a) in the case of an Annual Meeting of shareholders at the expiration of the time fixed under Section l(b) of Article V of these Bylaws requiring advance notification of Director candidates or (b) in the case of a Special Meeting of shareholders, at the date notice is given of the meeting or a time fixed by the Board that is not more than 14 days before that notice is given.
3. Vacancies. Vacancies in the Board may be filled as set forth in the Articles of Incorporation.
4. Removal. The entire Board of Directors or any individual Director may be removed from office with or without cause by an affirmative vote of shareholders holding a majority of the outstanding shares entitled to vote. If at any time a class or series of shares is entitled to elect one or more Directors under authority granted by the Articles of Incorporation, the provisions of this Section 4 shall apply to the vote of that class or series and not to the vote of the outstanding shares as a whole.
5. Resignation. Any Director may resign by delivering a resignation in writing or by electronic transmission to the Corporation at its principal office or to the Chairman, the Chief Executive Officer, the President or the Secretary. Such resignation shall be effective upon delivery unless it is specified to be effective at some later time or upon the happening of some later event.
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6. Compensation. Members of the Board shall receive such compensation and reimbursement of expenses as the Board may from time to time determine.
7. Regular Meetings. A regular meeting of the Board shall be held immediately after each Annual Meeting of shareholders. Other regular meetings of the Board shall be held on such dates and at such times and places as may be designated by resolution of the Board. Notice of regular meetings of the Board need not otherwise be given to Directors.
8. Special Meetings. Special Meetings of the Board may be called at any time by the Chairman, the Lead Director, and the Chief Executive Officer, the President or a majority of the authorized number of Directors. Notice shall be given to each Director of the date, time and place of each Special Meeting of the Board. If given by mail, such notice shall be mailed to each Director at least four days before the date of such meeting. If given personally or by telephone (including a voice messaging system or other system or technology designed to record and communicate messages), telegraph, facsimile, electronic mail or other electronic means, such notice shall be given to each Director at least 48 hours before the time of such meeting. Notice of a meeting need not be given to any Director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director.
9. Quorum. A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, and, except as otherwise provided by applicable law, the Articles of Incorporation or these Bylaws, every act or decision of a majority of the Directors present at a meeting at which a quorum is present shall be valid as the act of the Board, provided that a meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for such meeting. A majority of Directors present at any meeting, in the absence of a quorum, may adjourn to another time.
10. Action Upon Consent. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action.
11. Tele-conference, Video Participation. Members of the Board may participate in a meeting through use of conference telephone or electronic video screen communication, so long as all members participating in the meeting can hear one another. Such participation constitutes presence in person at the meeting.
12. Directors Emeritus. The Board may from time to time elect one or more Directors Emeritus. Each Director Emeritus shall have the privilege of attending meetings of the Board, upon invitation of the Chairman, the Chief Executive Officer or the President. No Director Emeritus shall be entitled to vote on any business coming before the Board or be counted as a member of the Board for any purpose whatsoever.
13. Lead Director. The Board may from time to time appoint a Lead Director who shall not be an officer of the Corporation and who will have such duties as determined by the Board or as provided in these Bylaws.
14. Chairman of the Board . The Board may designate one of its members to act as Chairman of the Board or Executive Chairman of the Board (each, a “ Chairman ”). The Chairman, if there is one, shall have the power to: (i) provide advice and counsel to the Chief Executive Officer, the President and other members of senior management in areas such as corporate and strategic planning and policy, acquisitions, major capital expenditures and other areas requested by the Board; (ii) preside at all meetings of the Board; and (iii) in general, perform all duties as may be prescribed by these Bylaws or assigned to such person by the Board from time to time. The Chairman may be an executive officer of the Company, but is not required to be an executive officer of the Company.
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Article IV
COMMITTEES
1. Committees. The Board may appoint one or more committees, each consisting of two or more Directors, to serve at the pleasure of the Board. The Board may delegate to such committees any or all of the authority of the Board except with respect to:
(a) The approval of any action which also requires the approval of the shareholders or approval of the outstanding shares;
(b) The filling of vacancies on the Board or on any committee;
(c) The fixing of compensation of the Directors for serving on the Board or on any committee;
(d) The amendment or repeal of bylaws or the adoption of new bylaws;
(e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;
(f) A distribution to the shareholders, except at a rate, in a periodic amount or within a price range set forth in the Articles of Incorporation or determined by the Board; and
(g) The appointment of other committees of the Board or the members thereof.
Any such committee, or any member, must be appointed by resolution adopted by a majority of the exact number of authorized Directors as specified in Section 1 of Article III.
2. Notice of Meetings. Unless the Board shall establish different requirements for the giving of notice of committee meetings, notice of each meeting of any committee of the Board shall be given to each member of such committee, and the giving of such notice shall be subject to the same requirements as the giving of notice of Special Meetings of the Board, except that notice of regular meetings of any committee for which the date, time and place has been previously designated by resolution of the committee need not otherwise be given to members of the Committee.
3. Conduct of Meetings. The provisions of these Bylaws with respect to the conduct of meetings of the Board shall govern the conduct of committee meetings. Written minutes shall be kept of all committee meetings.
Article V
SHAREHOLDER MEETINGS
1. Annual Meeting.
(a) An Annual Meeting of shareholders shall be held each year on such date and at such time as may be designated by resolution of the Board.
(b) At an Annual Meeting of shareholders, only such business shall be conducted as shall have been properly brought before the Annual Meeting. To be properly brought before an Annual Meeting, business must be (i) specified in the notice of the Annual Meeting (or in any supplement or amendment thereto) given by or at the direction of the Board, (ii) brought before the Annual Meeting by or at the direction of the Board or by the Chairman, Chief Executive Officer or Lead Director, or (iii) otherwise properly brought before the Annual Meeting by a shareholder. For business to be properly brought before an Annual Meeting by a shareholder, including the nomination of any person (other than a person nominated by or at the direction of the Board) for election to the Board, the shareholder must have given timely and proper written notice to the Secretary of the Corporation. To be timely, the shareholder’s written notice must be received at the principal executive office of the Corporation not less than 90 nor more than 120 days in advance of the date corresponding to the date of the last Annual Meeting of shareholders; provided, however, that in the event the Annual Meeting to which the shareholder’s written notice relates is to be held on a date that differs by more than 60 days from the date of the last Annual Meeting of shareholders, the shareholder’s written notice to be timely must be
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so received not later than the close of business on the tenth day following the date on which public disclosure of the date of the Annual Meeting is made or given to shareholders. In no event shall any adjournment of an Annual Meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of timely written notice for business to be properly brought before the Annual Meeting by a shareholder as described in this Section l(b).
To be proper, the shareholder’s written notice must set forth as to each matter the shareholder proposes to bring before the Annual Meeting (v) a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting, (w) the text of the proposal or business to be brought before the Annual Meeting (including the text of any resolutions proposed for consideration), (x) the name and address of the shareholder as they appear on the Corporation’s books, (y) the class and number of shares of the Corporation that are beneficially owned by the shareholder or any of its shareholder Associated Persons (as defined below), and a description of any and all Disclosable Interests (as defined below) held by the shareholder or any of its shareholder Associated Persons or to which any of them is a party, and (z) any material interest of the shareholder or any of its shareholder Associated Persons in such business and such other information concerning the shareholder and such item of business as would be required under the rules of the Securities and Exchange Commission in a proxy statement soliciting proxies in support of the item of business proposed to be brought before the Annual Meeting; provided, however, that the disclosures required by this Section l(b) shall not include any disclosures with respect to any broker, dealer, commercial bank, trust company or similar nominee solely as a result of such entity being the shareholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner or beneficial owners.
In addition, if the shareholder’s written notice relates to the nomination at the Annual Meeting of any person for election to the Board, such notice to be proper must also set forth (A) the name, age, business address and residence address of each person to be so nominated, (B) the principal occupation or employment of each such person, (C) the number of shares of capital stock of the Corporation beneficially owned by each such person, and a description of any and all Disclosable Interests held by each such person or to which each such person is a party, (D) a description of all arrangements, understandings or compensation between or among any of (i) such shareholder, (ii) each nominee, (iii) each such shareholder Associated Person, and (iv) any other person or persons (naming such person or persons), in each case relating to the nomination or pursuant to which the nomination or nominations are to be made by such shareholder and/or relating to the candidacy or service of the nominee as a Director of the Corporation, (E) such other information concerning each such person as would be required under the rules of the Securities and Exchange Commission in a proxy statement soliciting proxies for the election of such person as a Director, and must be accompanied by a consent, signed by each such person, to serve as a Director of the Corporation if elected, and (F) if any such nominee or the shareholder nominating the nominee or any such shareholder Associated Person expresses an intention or recommendation that the Corporation enter into a strategic transaction, any material interest in such transaction of each such proposed nominee, shareholder or shareholder Associated Person, including without limitation any equity interests or any Disclosable Interests held by each such nominee, shareholder or shareholder Associated Person in any other person the value of which interests could reasonably be expected to be materially affected by such transaction. To be proper notice, the shareholder’s notice must also include a written questionnaire completed by the proposed nominee with respect to the background and qualifications of such proposed nominee (which form of questionnaire shall be provided by the Secretary upon written request).
(c) In addition, to be a proper and timely written notice to the Secretary, a shareholder providing notice of any business (including the nomination of any person for election to the Board) proposed to be made at an Annual Meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Article V, Section 1 shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof. Such update and supplement (or, if applicable, written confirmation that the information provided in such notice is still true and correct as of the applicable date) shall be delivered to, or mailed to and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after
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the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed (in the case of the update and supplement required to be made as often (10) business days prior to the meeting or any adjournment or postponement thereof). A shareholder, in his or her initial written notice of any business to the Secretary, shall confirm his or her intention to update and supplement such notice as required herein.
(d) The presiding officer of the Annual Meeting shall, if the facts warrant, determine and declare at the meeting whether business was not properly and timely brought before the meeting in accordance with the provisions of this Article V, Section 1 and if the presiding officer should so determine, he or she shall so declare at the meeting that any such business not properly and timely brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Article V, Section 1, unless otherwise required by law, if the shareholder (or a qualified representative of the shareholder) does not appear at the Annual Meeting to present a nomination or other proposed business, such nomination shall be disregarded or such proposed business shall not be transacted, as the case may be, notwithstanding that proxies in respect of such vote may have been received by the Corporation.
(e) Nothing in these Bylaws shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act’) (or any successor provision of law). Notwithstanding anything in these Bylaws to the contrary, except for proposals properly and timely made in accordance with Rule 14a-8 under the Exchange Act (or any successor provision of law) and included in the notice of Annual Meeting given by or at the direction of the Board, no business shall be conducted at an Annual Meeting except in accordance with the procedures set forth in this Article V, Section 1.
(f) As used in this Article V, Section 1, “shareholder Associated Person” shall mean (i) the beneficial owner or beneficial owners on whose behalf the written notice of business proposed to be brought before the Annual Meeting is made, if different from the shareholder proposing such business, and (ii) each “affiliate” or “associate” (each within the meaning of Rule 12b-2 under the Exchange Act for purposes of these Bylaws) of each such shareholder or beneficial owner.
(g) As used in this Article V, Section 1, “Disclosable Interests” shall mean any agreement, arrangement or understanding (including but not limited to any derivatives, swaps, long or short positions, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that is held or has been entered into, directly or indirectly, by or on behalf of such shareholder, the nominee proposed by such shareholder, as applicable, or any such shareholder Associated Person, the effect or intent of which is to mitigate loss to, manage the risk or benefit of share price changes for, provide the opportunity to profit from share price changes to, or increase or decrease the voting power of, such shareholder, proposed nominee, as applicable, or any such shareholder Associated Person, with respect to shares of stock of the Corporation; provided, however, that Disclosable Interests shall not include any such disclosures with respect to any broker, dealer, commercial bank, trust company or similar nominee solely as a result of such entity being the shareholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner or beneficial owners.
(h) For purposes of this Article V, to be considered a “qualified representative” of the shareholder, a person must be a duly authorized officer, manager or partner of such shareholder or must be authorized by a writing executed by such shareholder or an electronic transmission delivered by such shareholder to act for such shareholder as proxy at the applicable Annual Meeting or Special Meeting and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the applicable Annual Meeting or Special Meeting.
2. Special Meetings. Special Meetings of the shareholders for any purpose whatsoever may be called at any time by the Chairman, the Chief Executive Officer, the President or the Board, or by one or more
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shareholders holding not less than twenty percent (20%) of the voting power of the Corporation. The person or persons calling any such meeting shall concurrently specify (i) the purpose of such Special Meeting, (ii) the business proposed to be transacted at such Special Meeting and the reasons for conducting such business at the meeting, and (iii) the text of the proposal or business to be brought before the Special Meeting (including the text of any resolutions proposed for consideration). In connection with any Special Meeting called in accordance with the provisions of this Article V, Section 2, upon request in writing sent pursuant to Section 601(c) of the General Corporation Law (or any successor provision) by the person or persons calling such meeting (to be in proper form, such request, if sent by a shareholder or shareholders, shall include information comparable to that required by Article V, Sections l(b) and l(c) of these Bylaws), it shall be the duty of the Secretary of the Corporation, subject to the immediately succeeding sentence, to cause notice of such meeting to be given in accordance with Article V, Section 4 of these Bylaws as promptly as reasonably practicable and, in connection therewith, to establish the place and, subject to Section 601(c) of the General Corporation Law (or any successor provision), the date and hour of such meeting. Within five (5) business days after receiving such a request from a shareholder or shareholders of the Corporation, the Board shall determine whether such shareholder or shareholders have properly satisfied the requirements for calling a Special Meeting of the shareholders in accordance with the provisions of this Article V, Section 2 and shall notify the requesting party or parties of its finding. Notwithstanding the foregoing provisions of this Article V, Section 2, unless otherwise required by law, if the shareholder (or a qualified representative of the shareholder) does not appear at the Special Meeting to present a nomination or other proposed business, such nomination shall be disregarded or such proposed business shall not be transacted, as the case may be, notwithstanding that proxies in respect of such vote may have been received by the Corporation.
3. Place of Meetings. All meetings of the shareholders shall be held at the principal office of the Corporation in New Jersey, or at such other locations as may be designated by the Board.
4. Notice of Meetings. Written notice shall be given to each shareholder entitled to vote of the date, time, place and general purpose of each meeting of shareholders. Notice may be given personally, or by mail, or by telegram, or by electronic transmission as set forth in the California Corporations Code, charges prepaid, to the shareholder’s physical or electronic address appearing on the books of the Corporation or given by the shareholder to the Corporation for the purpose of notice. If a shareholder supplies no address to the Corporation, notice shall be deemed to be given if mailed to the place where the principal office of the Corporation is situated, or published at least once in some newspaper of general circulation in the county of said principal office. Notice of any meeting shall be sent to each shareholder entitled thereto not less than 10 nor more than 60 days before such meeting.
5. Record Dates; Voting. The Board may fix a time in the future not less than 10 nor more than 60 days preceding the date of any meeting of shareholders or the solicitation of written consents, or not more than 60 days preceding the date fixed for the payment of any dividend or distribution, or for the allotment of rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting or to consent in writing to any action or entitled to receive any such dividend or distribution, or any such allotment of rights, or to exercise the rights in respect to any such change, conversion, or exchange of shares. In such case, only shareholders of record at the close of business on the date so fixed shall be entitled to notice of and to vote at such meeting or to receive such dividend, distribution or an allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after any record date fixed as aforesaid. The Board may close the books of the Corporation against any transfer of shares during the whole or any part of such period.
6. Quorum. At any shareholders’ meeting a majority of the shares entitled to vote must be present or represented by proxy in order to constitute a quorum for the transaction of business, but a majority of the shares present, or represented by proxy, though less than a quorum, may adjourn the meeting to some other date, and from day to day or from time to time thereafter until a quorum is present.
7. Confidential Voting. Each shareholder of the Corporation shall be entitled to elect voting confidentiality as provided in this Section on all matters submitted to shareholders by the Board and each form of proxy, consent, ballot or other written voting instruction distributed to the shareholders shall
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include a check box or other appropriate mechanism by which shareholders who desire to do so may so elect voting confidentiality. All inspectors of election, vote tabulators and other persons appointed or engaged by or on behalf of the Corporation to process voting instructions (none of whom shall be a Director or officer of the Corporation or any of its affiliates) shall be advised of and instructed to comply with this Section and, except as required or permitted hereby, not at any time to disclose to any person (except to other persons engaged in processing voting instructions), the identity and individual vote of any shareholder electing voting confidentiality; provided, however, that voting confidentiality shall not apply and the name and individual vote of any shareholder may be disclosed to the Corporation or to any person (i) to the extent that such disclosure is required by applicable law or is appropriate to assert or defend any claim relating to voting or (ii) with respect to any matter for which votes of shareholders are solicited in opposition to any of the nominees or the recommendations of the Board unless the persons engaged in such opposition solicitation provide shareholders of the Corporation with voting confidentiality (which, if not otherwise provided, will be requested by the Corporation) comparable in the opinion of the Corporation to the voting confidentiality provided by this Section.
8. Conduct of Meeting. The Chairman, or if the Chairman is unavailable, the President, or if the Chairman and the President are unavailable, such other officer of the Corporation designated by the Board, will call meetings of the shareholders to order and will act as presiding officer thereof. Unless otherwise determined by the Board prior to the meeting, the presiding officer of the meeting of the shareholders will also determine the order of business and have the authority in his or her sole discretion to regulate the conduct of any such meeting, including without limitation by (i) imposing restrictions on the persons (other than shareholders of the Corporation or their duly appointed proxies) who may attend any such shareholders’ meeting, (ii) ascertaining whether any shareholder or his or her proxy may be excluded from any meeting of the shareholders based upon any determination by the presiding officer, in his or her sole discretion, that any such person has unduly disrupted or is likely to disrupt the proceedings thereat, and (iii) determining the circumstances in which any person may make a statement or ask questions at any meeting of the shareholders.
9. Action by Written Consents. Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Unless the consents of all shareholders entitled to vote have been solicited in writing, the Corporation shall provide notice of any shareholder approval obtained without a meeting by less than unanimous written consent to those shareholders entitled to vote but who have not yet consented in writing at least 10 days before the consummation of the following actions authorized by such approval (or such longer period as may be required by law, regulation, rule or listing standard): (a) contracts between the Corporation and any of its Directors or with any shareholder that beneficially owns (as defined pursuant to rules 13d-3 and 13d-5 of the Securities Exchange Act of 1934) 15% or more of the Corporation’s voting stock; (b) indemnification of any person; (c) reorganization of the Corporation; (d) distributions to shareholders upon the winding-up of the affairs of the Corporation; or (e) amendments to the articles of incorporation. “Voting stock” shall mean stock ordinarily entitled to vote for the election of directors. In addition, the Corporation shall provide, to those shareholders entitled to vote who have not consented in writing, prompt notice of the taking of any other corporate action approved by the shareholders without a meeting by less than unanimous written consent. All notices given hereunder shall conform to the requirements of these Bylaws and applicable law. When written consents are given with respect to any shares, they shall be given by and accepted from the persons in whose names such shares stand on the books of the Corporation at the time such respective consents are given, or their proxies. Any shareholder giving a written consent (including any shareholder’s proxy holder, or a transferee of the shares or a personal representative of the shareholder, or their respective proxy holders) may revoke the consent by a writing. This writing must be received by the Corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the Corporation. Such revocation is effective upon its receipt by the Secretary of the Corporation. Notwithstanding anything herein to the contrary, and subject to Section 305(b) of the California Corporations Code, Directors may not be elected by written consent of shareholders except by unanimous written consent of all shares entitled to vote for the election of Directors.
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Article VI
CERTIFICATES FOR SHARES
1. Form. Certificates for shares of the Corporation shall state the name of the registered holder of the shares represented thereby, and shall be signed by the Chairman, the Chief Executive Officer, the President or a Vice President, and by the Secretary or an Assistant Secretary. Any such signature may be by facsimile thereof.
2. Surrender. Upon a surrender to the Secretary, or to a transfer agent or transfer clerk of the Corporation, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the party entitled thereto, cancel the old certificate and record the transaction upon its books.
3. Right of Transfer. When a transfer of shares on the books is requested and there is a reasonable doubt as to the rights of the persons seeking such transfer, the Corporation, or its transfer agent or transfer clerk, before entering the transfer of the shares on its books or issuing any certificate therefor, may require from such person reasonable proof of his or her rights, and if there remains a reasonable doubt in respect thereto, may refuse a transfer unless such person shall give adequate security or a bond of indemnity executed by a corporate surety, or by two individual sureties, satisfactory to the Corporation as to form, amount and responsibility of sureties.
4. Conflicting Claims. The Corporation shall be entitled to treat the holder of record of any shares as the holder in fact thereof and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or ther notice thereof, save as expressly provided by the laws of the State of California.
5. Loss, Theft and Destruction. In the case of the alleged loss, theft or destruction of any certificate for shares, another may be issued in its place as follows: (a) the owner of the lost, stolen or destroyed certificate shall file with the transfer agent of the Corporation a duly executed Affidavit of Loss and Indemnity Agreement and Certificate of Coverage, accompanied by a check representing the cost of the bond as outlined in any blanket lost securities and administration bond previously approved by the Directors of the Corporation and executed by a surety company satisfactory to them, which bond shall indemnify the Corporation, its transfer agents and registrars; or (b) the Board may, in its discretion, authorize the issuance of a new certificate to replace a lost, stolen or destroyed certificate on such other terms and conditions as it may determine to be reasonable.
Article VII
INDEMNIFICATION
1. Definitions. For the purposes of this Article, “agent of the Corporation” means any person (other than a Director or Officer of the Corporation) who (i) is or was an agent or employee of the Corporation, or (ii) is or was serving at the request of the Corporation as an agent or employee of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or (iii) was an agent or employee of a foreign or domestic corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation or (iv) is or was an agent or employee of the Corporation or any of its subsidiaries and is or was serving at the request of the Corporation or any of its subsidiaries as a fiduciary or administrator of any employee benefit plan sponsored by the Corporation or any of its subsidiaries; “Director or Officer of the Corporation” means any person who (i) is or was a director or officer of the Corporation, or (ii) is or was serving at the request of the Corporation as a director or officer of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or (iii) is or was a director or officer of the Corporation and is or was serving at the request of the Corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or (iv) was a director or officer of a foreign or domestic corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation or (v) is or was a director or officer of the Corporation or any of its subsidiaries and is or was serving at the request of the Corporation or any of its subsidiaries as a fiduciary
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or administrator of any employee benefit plan sponsored by the Corporation or any of its subsidiaries; “proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative, or investigative; and “expenses” includes, without limitation, attorneys’ fees and any expenses of establishing a right to indemnification under Sections 4 or 5(d) of this Article.
2. Indemnification for Third Party Actions. The Corporation shall indemnify any person who is or was a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that such person is or was a Director or Officer of the Corporation against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Corporation, and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The Corporation shall have, in its discretion, the power to indemnify any person who is or was a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of the Corporation against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Corporation, and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the Corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.
3. Indemnification for Derivative Actions. The Corporation shall indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a Director or Officer of the Corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action, as well as, to the fullest extent permissible under California law and the Corporation’s Articles of Incorporation, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such action (whether or not any such item is deemed to be an expense) if such person acted in good faith and in a manner such person believed to be in the best interests of the Corporation and its shareholders. The Corporation shall have, in its discretion, the power to indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of the Corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action, as well as, to the fullest extent permissible under California law and the Corporation’s Articles of Incorporation, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such action (whether or not any such item is deemed to be an expense) if such person acted in good faith and in a manner such person believed to be in the best interests of the Corporation and its shareholders. No indemnification shall be made under this Section: (a) in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation in the performance of such person’s duty to the Corporation and its shareholders, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine; (b) of amounts paid in settling or otherwise disposing of a pending action without court approval; or (c) of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.
4. Successful Defense. Notwithstanding any other provision of this Article, to the extent that a Director or Officer of the Corporation has been successful on the merits or otherwise (including the dismissal of an action without prejudice or the settlement of a proceeding or action without admission of liability) in defense of any proceeding referred to in Sections 2 or 3 of this Article, or in defense of any claim, issue or matter therein, the Director or Officer of the Corporation shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by the Director or Officer in connection therewith.
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5. Indemnification Determination. Except as provided in Section 4, any indemnification under Section 3 of this Article shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of the Director or Officer of the Corporation or agent of the Corporation is proper in the circumstances because the person has met the applicable standard of conduct set forth in Section 3, by (a) a majority vote of a quorum consisting of Directors who are not parties to such proceeding; (b) if such a quorum of Directors is not obtainable, by independent legal counsel in a written opinion; (c) approval by the affirmative vote of a majority of the shares of this Corporation represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum) or by the written consent of holders of a majority of the outstanding shares which would be entitled to vote at such meeting and, for such purpose, the shares owned by the person to be indemnified shall not be considered outstanding or entitled to vote; or (d) the court in which such proceeding is or was pending, upon application made by the Corporation, such Director or Officer or agent, or the attorney or other person rendering services in connection with the defense, whether or not such application by said Director or Officer or agent, attorney or other person is opposed by the Corporation.
6. Advancement of Expenses. Expenses incurred by a Director or Officer of the Corporation in defending any proceeding shall be advanced by the Corporation (and if otherwise authorized by the Board, expenses incurred by an agent of the Corporation in defending any proceeding may be advanced by the Corporation) prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the Director or Officer of the Corporation or agent of the Corporation to repay such amount if it shall be determined ultimately that such person is not entitled to be indemnified as authorized in this Article.
7. Restriction on Indemnification. No indemnification or advance shall be made under this Article, except as provided in Sections 4, 5(d) and 6 hereof, in any circumstance where it appears that it would be inconsistent with (a) a provision of the Articles of Incorporation of the Corporation, its bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or (b) any condition expressly imposed by a court in approving a settlement.
8. Non-Exclusive. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, bylaw, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. The rights to indemnification under this Article shall continue as to a person who has ceased to be a Director or Officer of the Corporation or agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of the person.
9. Expenses as a Witness. To the extent that any Director or Officer of the Corporation (or, to the extent authorized by the Board, any agent of the Corporation) is by reason of such position, or a position with another entity at the request of the Corporation, a witness in any action, suit or proceeding, he or she shall be indemnified against all costs and expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.
10. Corporation . For the purposes of this Article VII, references to the “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger and the corporation which, if its separate existence had continued, would have had power and authority to (or in fact did) indemnify its directors, officers or agents, so that any person who is or was a director, officer or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
11. Insurance. The Corporation may purchase and maintain directors and officers liability insurance and other liability insurance, at its expense, to protect itself and any Director or Officer of the Corporation or agent of the Corporation or another corporation, partnership, joint venture, trust or other
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enterprise against any expense, liability or loss asserted against or incurred by the person in such capacity or arising out of the Director’s or Officer’s or agent’s status as such, whether or not the Corporation would have the power to indemnify the Director, Officer or agent against such expense, liability or loss under the provisions of this Article or under the General Corporation Law.
12. Separability. Each and every paragraph, sentence, term and provision of this Article is separate and distinct so that if any paragraph, sentence, term or provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Article may be modified by a court of competent jurisdiction to preserve its validity and to provide the claimant with, subject to the limitations set forth in this Article and any agreement between the Corporation and claimant, the broadest possible indemnification permitted under applicable law. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless have the power to indemnify each Director or Officer of the Corporation, or agent of the Corporation against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such action (whether or not any such item is deemed to be an expense) with respect to any action, suit, proceeding or investigation, whether civil, criminal or administrative, and whether internal or external, including a grand jury proceeding and including an action or suit brought by or in the right of the Corporation, to the fullest extent permissible by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permissible under California law and the Corporation’s Articles of Incorporation.
13. Agreements. Upon, and in the event of, a determination of the Board to do so, the Corporation is authorized to enter into indemnification agreements with any or all of the Directors or Officers of the Corporation or agents of the Corporation providing for indemnification to the fullest extent permissible under California law and the Corporation’s Articles of Incorporation.
14. Retroactive Appeal. In the event this Article is repealed or modified so as to reduce the protection afforded herein, the indemnification provided by this Article shall remain in full force and effect with respect to any act or omission occurring prior to such repeal or modification. The rights of each Director or Officer of the Corporation to indemnification and advancement of expenses in this Article shall be deemed to be contractual rights.
Article
VIII
OBLIGATIONS
All obligations of the Corporation, including promissory notes, checks, drafts, bills of exchange, and contracts of every kind, and evidences of indebtedness issued in the name of, or payable to, or executed on behalf of the Corporation, shall be signed or endorsed by such officer or officers, or agent or agents, of the Corporation and in such manner as, from time to time, shall be determined by the Board.
Article
IX
CORPORATE SEAL
The corporate seal shall set forth the name of the Corporation, state, and date of incorporation.
Article
X
AMENDMENTS
These Bylaws may be amended or repealed as set forth in the Articles of Incorporation.
Article
XI
AVAILABILITY OF BYLAWS
A current copy of these Bylaws shall be mailed or otherwise furnished to any shareholder of record within five days after receipt of a request therefor.
[Remainder of Page Intentionally Left Blank]
| 12 |
Exhibit 14.1
Code of Business Conduct & Ethics
Effective June 26, 2015
Contents
| A. | CODE OF BUSINESS CONDUCT & ETHICS | 4 | |
| 1 | INTRODUCTION | 4 | |
| 2 | PURPOSE | 4 | |
| 3 | SCOPE | 4 | |
| 4 | OBJECTIVE | 4 | |
| 5 | RELATIONSHIP TO MAJESCO VALUES | 4 | |
| B. | STANDARDS EXPECTED OF STAKEHOLDERS | 5 | |
| 1 | DISCIPLINE AND DECORUM | 5 | |
| Dress Code Policy | 5 | ||
| Unlawful Harassment Policy | 5 | ||
| Use of Organization resources | 5 | ||
| Smoking | 6 | ||
| Locations in India | 6 | ||
| Locations outside India | 6 | ||
| Alcohol & Drug Abuse | 7 | ||
| Betting & Gambling | 7 | ||
| Managing Personal Belongings | 7 | ||
| Security | 8 | ||
| Illegal Activity | 8 | ||
| Use of Electronic Communication | 8 | ||
| Software License Compliance | 8 | ||
| Guideline for disciplinary action | 9 | ||
| 1 |
| Grievance Handling | 9 | ||
| 2 | NATIONAL INTEREST | 9 | |
| 3 | EQUAL OPPORTUNITIES EMPLOYER | 9 | |
| 4 | CORPORATE BUSINESS OPPORTUNITIES | 10 | |
| 5 | FINANCIAL REPORTING AND RECORDS | 10 | |
| 6 | GOVERNMENT AGENCIES | 11 | |
| 7 | COMPLIANCE WITH APPLICABLE LAWS | 12 | |
| 8 | POLITICAL NON-ALIGNMENT | 13 | |
| 9 | CONFLICTS OF INTEREST | 13 | |
| Concurrent Employment | 13 | ||
| Business Interests | 13 | ||
| Related Parties | 14 | ||
| Professional Activities outside the Organization: | 14 | ||
| NGO’s | 14 | ||
| Social or Religious Activities: | 14 | ||
| 10 | POLITICAL ACTIVITIES | 15 | |
| Lobbying/Campaign Funding Restrictions | 15 | ||
| 11 | ORGANIZATION PROPERTY | 16 | |
| 12 | CONFIDENTIALITY OF ORGANIZATION INFORMATION | 16 | |
| Non-disclosure of confidential information | 16 | ||
| Compliance to Corporate policies | 16 | ||
| 13 | PUBLIC REPRESENTATION OF THE ORGANIZATION | 17 | |
| 14 | FAIR DEALING | 17 | |
| Giving and accepting gifts | 17 | ||
| 15 | TRADING OF THE ORGANIZATION SHARES | 17 |
| 2 |
| 3 |
| A. | CODE OF BUSINESS CONDUCT & ETHICS |
| 1 | INTRODUCTION |
This Code of Business Conduct & Ethics (the “Code”) applies to all employees, directors and officers of MAJESCO and its group companies (hereinafter referred to as the “Organization”), including the Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller and persons performing similar functions within the Organization (hereinafter collectively referred to as “Stakeholders”). This Code also applies to our relationships with Clients, Vendors, Customers, Partners, Competitors and other external agencies - statutory/others and society at large.
This Code covers a wide range of business practices and procedures and serves as a guide to ethical decision-making and behaviors expected of all Stakeholders. This Code does not cover every issue that may arise, but it sets out basic policies to guide all Stakeholders. All Stakeholders must become familiar with this Code and must conduct themselves in accordance with these policies and seek to avoid the appearance of improper behavior or to bring the Organization into disrepute.
Those who violate the policies in this Code will be subject to disciplinary action as described in the policy pertaining to the appropriate geography in which the Stakeholder is contracted to work.
| 2 | PURPOSE |
The purpose of this document is to outline the Code for Stakeholders of the Organization to comply with at all times during the performance of their roles and responsibilities
| 3 | SCOPE |
The scope of this code extends to all Stakeholders of the Organization. Stakeholders working from any client location will also observe the client’s policies in respect of conduct and related behaviours if any and as required.
| 4 | OBJECTIVE |
To ensure that a standard base line of general conduct and behaviors is established and followed by the Organization on a world wide basis.
| 5 | RELATIONSHIP TO MAJESCO VALUES |
| ¨ Respect for Individual | ¨ Commitment to Results |
| ¨ Pride in Work | ¨ Customer Intimacy |
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| B. | STANDARDS EXPECTED OF STAKEHOLDERS |
| 1 | DISCIPLINE AND DECORUM |
The Organization is committed towards providing a free and open work environment to all its Stakeholders. However, this freedom is construed to be misused if it obstructs the productivity, efficiency and success of the Stakeholder or others around him/her.
Dress Code Policy
Each Stakeholder is considered to be a brand ambassador of the Organization. It is hence very important that Stakeholders present themselves in a manner that reflects positively on themselves as well as the Organization.
Stakeholders must ensure that their conduct, personal behaviour and personal appearance are appropriate and professional when in the office of any site occupied by the Organization and during client or prospect interactions. Stakeholders must maintain a professional and personal appearance which is in line with the guidelines specified in the Dress Code Policy in the Appendix to this Code.
Unlawful Harassment Policy
The Organization is an equal opportunity employer and unlawful harassment of any kind including (but not limited to) sexual harassment is strictly forbidden. The Organization is committed to ensuring that all Stakeholders are treated fairly and equitably in an environment free from unlawful harassment on the basis of sex, race, color, religion, age, disability, national origin, or any other legally protected classification. In particular, sexual harassment is an unacceptable form of behavior which will not be tolerated by the Organization under any circumstances. All complaints of unlawful harassment will be treated seriously and will be dealt with promptly. The Organization will have due regard to confidentiality in conjunction with the Organization’s need to conduct a reasonable investigation of the matters complained of. Disciplinary action will be taken against any Stakeholder who has been found following a proper investigation to have breached this policy details of which can be found in the Sexual and other Unlawful Harassment Policy in the Appendix to this Code.
Use of Organization resources
All resources provided by the Organization must be used with a sense of responsibility and not as a matter of right. Care has to be taken not to damage, loan out, sell or misplace any organization asset provided to you and any misuse will be considered a violation of integrity as a value and may bring on disciplinary action.
In the event that any Stakeholder misplaces an Organization asset, the stakeholder must immediately report the same to his immediate supervisor, manager and the F&L/TIS representative. Please refer to the Security Policies on the Information Security Section on the intranet site for more details.
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Document Classification:
Internal |
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Smoking
Locations in India
In the interest of Public health, the ministry of Health & Family Welfare, Government of India has recently issued a notification for the prohibition of smoking of cigarettes and other tobacco products in public places.
This prohibition applies to our workplace/s and all the Organization offices in India will be completely smoke free with immediate effect. We will adhere to the notification in full and smoking is prohibited in and around the office premises including terraces, staircases, garages, basements etc.
All Stakeholders are required to cooperate and abide by the notification with immediate effect.
Locations outside India
Smoking is not permitted in public places in certain geographies in compliance with local statue or state law. The Organization feels responsible for maintaining a healthy and safe work environment for all of its Employees and visitors to its offices and locations world wide while respecting individual preferences. Smoking is therefore restricted in all interior locations but provisions have been made where appropriate for Employees who are either smokers or non smokers.
Designated smoking areas
| · | There are open areas designated as smoking zones in every location of the Organization where there is no statute against smoking. Stakeholders are expected to smoke only in those areas. |
| · | Smoking in wash rooms or in your private offices is strictly prohibited. The majority of offices are equipped with smoke detectors that can be triggered if any employee tries to smoke in prohibited areas. |
| · | It is the responsibility of all Employees who use the designated smoking area to keep it clean. Throwing cigarette butts and ash around will mean that the Organization may review this policy or consider disciplinary action. |
| · | Smoking is prohibited at all times in Organization vehicles and if you are travelling in a non-Organization vehicle you must consider the preferences of fellow Majescians if they are travelling with you on business. |
| · | Employees who use the designated smoking areas should take into consideration the non smoking visitors in those areas. |
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Alcohol & Drug Abuse
The Organization recognizes that its future is dependent on the physical and psychological health, safety and general well being of its Employees.
Alcohol and drug abuse can significantly affect an Employee’s health in turn affecting his performance, while damaging workplace morale as well as presenting a danger to co workers. Employees with drug or alcohol dependency problems may indulge in sporadic absenteeism and may even abuse or endanger fellow workers. To prevent this occurrence and help the Employees suffering from any such condition the Organization has detailed the following restrictions on the use of alcohol and prohibition of drug use.
| · | The Organization prohibits the possession, consumption, manufacture, distribution or advertisement of alcohol or drugs in any of the locations that it occupies offices on a world wide basis. |
| · | Any Stakeholder who violates this policy may be subject to disciplinary action, including termination of services. |
| · | The Organization reserves the right to revoke the “Offer of Employment” made in the event that a pre-employment medical test, wherever applicable, reveals or confirms conclusively either alcohol or drug abuse. |
The Organization reserves the right to report any drug-related crimes that occur in the workplace to the appropriate law enforcement agency.
Betting & Gambling
The Organization prohibits all forms of betting and gambling at any location occupied by it and during Employee working hours. Breach of this policy may result in disciplinary action up to and including termination.
Managing Personal Belongings
The Organization believes that personal belongings of the Employees are primarily their responsibility however this section of the Code deals with instances regarding personal belongings.
The Organization assists Employees in taking care of their personal belongings by providing them with drawers and lockers, in some cases, where they can keep their belongings safely. If you do not have a locker or drawer to safely store your personal belongings you may not leave them on the premises and must take them home or to your overnight accommodation for safe keeping.
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Security
To protect our information systems and information resources; deal effectively with electronic attacks and natural disasters; and to ensure that our information systems are always available for authorized use, the Organization has put in place an Information Security Management System (ISMS). The ISMS incorporates security policies aimed at minimizing the impact of such threats on the Organization and its Stakeholders. The ISMS policies apply to the entire corporate infrastructure, including Stakeholders and individuals authorized to use the Organization’s information systems.
It is the responsibility of every Employee to contribute towards the maintenance of security of our information systems, please refer to the Information Security Section on the intranet site for Best Practices.
Illegal Activity
No stakeholder shall commit or condone an illegal act or instruct another stakeholder to do so. No stakeholder will introduce or possess firearms; explosives, knives, or any instruments at any time while conducting him/herself on behalf of the Organization.
A stakeholder will disclose all crimes the stakeholder has been convicted of which bear a direct relationship on the stakeholder’s employment, including, but not limited to, a conviction under a state or federal statute for fraud, embezzlement, theft, forgery, falsification or destruction of records or receiving stolen property
Use of Electronic Communication
The Organization’s electronic information resources and telephonic communication systems should be used primarily for business-related purposes. Stakeholders have the responsibility to use the Organization’s electronic information resources and telephonic communication systems in a professional, ethical, and lawful manner.
Electronic Information Resources include, but are not limited to: the Organization’s network, computers, workstations, software, hardware, Internet/Intranet, electronic messaging systems (e-mail), fax machines, and palm devices.
Telephonic Communication Systems include, but are not limited to: voice mail, telephones, pagers, and cellular phones.
Software License Compliance
All stakeholders shall be responsible and accountable for the proper use of software installed on their machines. They will need to ensure that they utilize software obtained and installed on their machines through the defined procurement process in the organization and not through any other means. All stakeholders understand that if software usage non-compliance is detected during any internal or external audit, it will
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lead to disciplinary action against the individual concerned, in conformance with the organization’s disciplinary procedure.
Guideline for disciplinary action
The Organization is committed towards providing a free and open work environment to all its Stakeholders to create easy access across levels and functions. Such openness can lead to improvement only in a disciplined environment where people conform to rules, policies and procedures.
All Stakeholders are accountable for compliance with these rules, and with all the policies, procedures and guidelines by the Organization. Any stakeholder involved in acts of misconduct will face disciplinary action in accordance with the local Disciplinary Action Policy. Please refer to the policy on Prohibited Conduct for details.
Grievance Handling
The standard procedure for grievance handling in the Organization is detailed in the Policy for Problem Resolution .
| 2 | NATIONAL INTEREST |
The Organization is committed to benefiting the economic development of the countries in which it operates. The Organization’s management practices and business conduct shall be in accordance with the laws of the geography in which they operate.
The Organization, in the course of its business activities, shall respect the culture, customs and traditions of each country and region in which it operates around the world. It shall conform to trade procedures, including licensing, documentation and other necessary formalities, as applicable.
| 3 | EQUAL OPPORTUNITIES EMPLOYER |
The Organization recognizes that it is essential to provide equal opportunities in relation to employment for all persons without unlawful discrimination. This Code sets out the Organization’s position on equal opportunities in all aspects of employment, including recruitment, assignments, compensation, promotions, discipline and termination and provides guidance and encouragement to Stakeholders at all levels to act fairly and prevent unlawful discrimination on the basis of sex, race, caste, colour, religion, marital status, national origin, disability, age, or any other legally protected classification under the laws applicable to the geography in which a relevant section of the Organization employs Majescians.
Our Code aims to promote diversity and equality in the workplace, as well as compliance with all laws, while encouraging the adoption of international best practices.
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Stakeholders of the Organization shall be treated with dignity and in accordance with the policy of maintaining a work environment free of all forms of unlawful discrimination, harassment or retaliation. Stakeholder policies and practices shall be administered in a manner consistent with applicable laws and other provisions of this Code, and with respect for the right to privacy and the right to be heard. The details can be found in the Equal Opportunities Policy of the Organization.
| 4 | CORPORATE BUSINESS OPPORTUNITIES |
In carrying out their duties and responsibilities, Stakeholders are prohibited from:
(a) Appropriating corporate business opportunities for themselves that are discovered through the use of Organization resources or information or their position as Stakeholders;
(b) Using Organization resources or information, or their position as Stakeholders, for personal gain; and
(c) Competing with the Organization, directly or indirectly.
A corporate business opportunity is an opportunity which is in the Organization’s line of business or proposed expansion or diversification based on the Organization’s business plan, which the Organization is financially able to undertake and which may be of interest to the Organization.
Notwithstanding what is stated in 4 (c) of this Code:
Any Stakeholder who learns of such a corporate business opportunity and who wishes to avail of it should first disclose such opportunity by way of an email to the Head HR. Depending on the nature of the case the Head HR may take up the matter with the CEO & the President of the Organization. In the course of discussion if it is so determined that the Organization does not have an actual or expected interest in such opportunity, then, and only then, may the Stakeholder avail of it, provided that the Stakeholder has not wrongfully utilized the Organization’s resources in order to acquire such opportunity. The Stakeholder availing such opportunity will have to sever his engagement with the Organization before associating himself with the corporate business opportunity.
| 5 | FINANCIAL REPORTING AND RECORDS |
The Organization shall prepare and maintain its accounts honestly, fairly, accurately, timely and in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations applicable to the Organization and its business affairs.
Internal accounting and audit procedures shall reflect, fairly and accurately, all of the Organization’s business transactions and disposition of assets, and shall have internal controls to provide assurance to the Organization’s board and shareholders that the
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transactions are accurate and legitimate. All of the Organization’s books and records, accounts and financial statements shall be maintained in reasonable detail, shall appropriately reflect the Organization’s transactions and shall conform to the Organization’s system of internal controls. All required information shall be accessible to Organization auditors and other authorized parties and government agencies. There shall be no willful omissions of any Organization transactions from the books and records, no advance-income recognition and no hidden bank account and funds. The accurate and timely reporting of the Organization’s financial results and financial condition requires that all financial information be recorded promptly and accurately and that the Organization’s systems for recording and reporting that information be properly functioning and subject to regular and thorough evaluations.
The Organization’s senior management team is, in particular, responsible for ensuring the full, fair, accurate, timely and understandable disclosure in reports and documents that the Organization will file with, or submit to the, the US Securities and Exchange Commission or other applicable regulatory authority and in other public communications made by the Organization. the Organization’s senior management team will review such draft filings and public communications before the filings or public communications are submitted or made and comply with the Organization’s disclosure controls and policies as in effect from time to time, which have been designed to ensure that the information required to be disclosed by the Organization in its filings and public communications is collected, processed, summarized and disclosed in a timely fashion, and accumulated and communicated to the appropriate persons.
Any willful, material misrepresentation of and / or misinformation on the financial accounts and reports shall be regarded as a violation of the Code, apart from inviting appropriate civil or criminal action under the relevant laws.
| 6 | GOVERNMENT AGENCIES |
The Organization and its Stakeholders shall not offer or give any Organization funds or property as a donation to any government agency or its representative, directly or through intermediaries, in order to obtain any favorable performance of official duties. No Stakeholder shall make, authorize, abet or collude in an improper payment, unlawful commission or bribing or other corruption activity.
Bribery is the offer or receipt of any gift, loan, payment, reward or other advantage to or from any person as an encouragement to do something dishonest, illegal or a breach of trust, in the conduct of the Organization’s business.
Corruption is the misuse of entrusted power for private gain, contravening applicable anti-bribery and anti-corruption legislation.
The Organization shall comply with all applicable and regulations in its dealings with governmental agencies and public officials and shall be transparent in all its dealings with such government agencies and public officials.
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The Organization and all Stakeholders will, in particular, conduct business in compliance with the US Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act, 2010 and other anti-bribery laws and regulations. The FCPA prohibits the making of a payment and/or the offering of anything of value to any foreign government official, government agency, political party or political candidate in exchange for a business favor or when otherwise intended to influence the action taken by any such individual or agency or to gain any competitive or improper business advantage. The FCPA also requires the Organization to maintain effective systems of internal controls. It is very important to know that the prohibitions of the FCPA apply to actions taken by all Stakeholders and by all outside parties engaged directly or indirectly by the Organization (e.g., consultants, professional advisers, etc.).
In addition, there are numerous laws and regulations regarding payments and gratuities to US Federal and State government personnel. The promise, offer or delivery directly or indirectly to a government official or an employee of the US Federal or State government of a gift, payment, favor, gratuity or other benefit may violate these laws and regulations and this Code and could constitute a criminal offense.
Given the complexity of the FCPA and the severe penalties associated with its violation, all Stakeholders are urged to contact the Legal Department at all times with any questions concerning their obligations and the Organization’s obligations under and in compliance with the FCPA and those laws and regulations.
| 7 | COMPLIANCE WITH APPLICABLE LAWS |
In carrying out their duties and responsibilities, all Stakeholders, contractors and vendors must comply with all provisions of laws and regulations of the countries in which The Organization operates. It is incumbent upon the stakeholder, contractor or vendor to gain sufficient knowledge of the laws touching his duties and responsibilities in order to recognize potential dangers and know when to seek advice from the legal department.
In addition, if any stakeholder becomes aware of any information that he or she believes constitutes evidence of a violation of any laws, rules or regulations applicable to the Organization or the operation of its business, by the Organization, or any stakeholder, then such stakeholder is responsible for bringing such information to the attention of the Chairman or Executive Chairman of the Board of Majesco (the “Chairman of the Board”) or such other person as designated in this regard.
At the same time violations of any law, regulation, rule or regulatory order on part of the stakeholder can subject the stakeholder to individual civil or criminal liability in addition to disciplinary action from the Organization.
In case of any questions or queries regarding applicable laws, the Stakeholders shall contact the Organization’s legal counsel as per the geography in which they are employed.
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| 8 | POLITICAL NON-ALIGNMENT |
The Organization and its Stakeholders shall abide by the laws of the country in which it or they operate.
The Organization shall not support any specific political party or candidate for political office. Stakeholders are precluded from any activity that could be interpreted as mutual dependence / favour with any political body or person, and shall not offer or give any Organization funds or property as donations to any political party, candidate or campaign.
| 9 | CONFLICTS OF INTEREST |
A Stakeholder shall be deemed to have an actual conflict of interest when he/she is performing a duty or function of the position and in the performance of that duty or function, has the opportunity to further his or her private interests. Every Stakeholder shall perform his or her duties conscientiously. He or she must avoid any situation in which there is an actual or apparent conflict of interest that could interfere or could be perceived to interfere with his or her judgement in making decisions in the best interests of the Organization. All Stakeholders are expected to promptly disclose all the circumstances that constitute an actual or apparent conflict of interest with all reasonable specifics. These disclosures shall be made to the Chairman of the Board in case of Directors or the CEO. Others shall report any necessary disclosures in relation to their immediate supervisor or HR depending on the case. Stakeholders are prohibited from exercising decision-making authority or exerting influence in any transaction in which they have a conflict of interest.
Following are examples of the situations that can constitute a conflict of interest but this list is not exhaustive .
Concurrent Employment
Stakeholders are expected to devote their full attention towards their job and perform their roles and responsibilities with undivided efforts. The Organization prohibits any stakeholder from accepting concurrent employment with a competitor, supplier, or customer of the Organization. In addition any areas of interest or other employment, including self-employment, which the stakeholder engages in outside of their normal hours of work and which might lead to a conflict of interest or the Stakeholder using Organization time and resources, must be disclosed immediately to the Organization through channels state above.
Business Interests
Employees shall declare at the time of joining the Organization and by the end of July of every subsequent year during the term of employment any business interests of the Employee that could create a potential conflict of interest under this Code. The declaration shall be given by way of an e-mail or a letter to the Head HR notwithstanding any outside business activity, all Stakeholders are required to act in the best interests of
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the Organization and if a declaration is made and which amounts to a conflict of interest which is unacceptable, the Organization can give appropriate notice to the Employee to cease any interest within a prescribed time frame.
Related Parties
The Employee must not be involved, in a significant role, in any business transaction with a party that has the Employee’s relative playing a major or indirect role. The relative would include father, mother, siblings, grand parents, children, spouse, in-laws, cousins, aunts, uncles, nieces and nephews. In the event of such transaction being unavoidable it must be disclosed by the Employee to his/her immediate superior.
The examples cited above are illustrative and not exhaustive. When in doubt ask your immediate supervisor. Also please see Clause 24 below which sets out Compliance Standards and Procedures .
The following examples are the situations that would not constitute a conflict of interest .
Professional Activities outside the Organization:
Stakeholders can be part of certain groups or Organizations outside the Organization as long as prior written approval has been given by the Employee’s immediate superior. Such other interests include office bearer of professional bodies, participating in professional knowledge sharing forums, being a faculty in part time or full-time degree or diploma programs, and publishing a book or paper.
The stakeholder must make sure that such an engagement (i) does not result in him/her sharing sensitive or propriety information about the Organization, (ii) does not interfere with the Stakeholder’s regular duties to the Organization, (iii) does not use the Organization’s materials, facilities or resources, (iv) does not compete with the work at the Organization and (v) is not otherwise contrary to the best interests of the Organization. The Stakeholder is free to retain any appointment but is expected to obtain written permission from his/her superior by email.
NGO’s
Honorary position in a non-profit Organization provided there is no Conflict of Interest.
Social or Religious Activities:
Participating in social or religious activities is not restricted as long as the Stakeholder participates as an individual and not as a representative of the Organization, there is no Conflict of Interest as described in this Code and the other provisions of this Code are otherwise adhered to.
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| 10 | POLITICAL ACTIVITIES |
Stakeholders are prohibited from engaging in political activities that interfere with or disrupt the Organization’s business. Accordingly, the following practices are prohibited on premises during work hours:
| 0 | Soliciting monetary political contributions from any Stakeholder; |
| 0 | Soliciting any contribution of services or resources for political purposes from any Stakeholder; |
| 0 | Taking any personnel action or making any promise or threat of action with regard to any Stakeholder because of the giving or the withholding of a political contribution or service; and |
| 0 | Engaging in solicitation or politically motivated behavior that is harassing or discriminatory. |
Lobbying/Campaign Funding Restrictions
Lobbying and campaign funding laws restrict the Organization from engaging in certain types of political activities. To guard against inadvertent violations, Stakeholders are subject to the following restrictions:
| 0 | Political communications — Stakeholders are prohibited from using the Organization’s name, letterhead, or facilities (see below) in connection with any political communications. |
| 0 | Use of facilities — The use of the Organization’s resources in connection with political activities can constitute an illegal contribution to a political party or candidate. Accordingly, Stakeholders are not permitted to spend scheduled work time involved in campaign activities. Stakeholders also are prohibited from using the Organization’s facilities in connection with campaign or other political activities. Such facilities include, but are not limited to, telephones, e-mail, fax machines, interoffice mail, voice mail, photocopiers, and office supplies. |
| 0 | Contact with government officials — Any Stakeholder whose regular duties do not include contact with federal or state regulatory agencies or other government officials should consult with the CEO, CFO or the Legal Department before responding to any inquiry from government officials. Associates also should contact the CFO or the Legal Department before initiating contact with a government agency with respect to any non-routine or nontrivial compliance matter. |
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| 11 | ORGANIZATION PROPERTY |
The assets of the Organization should be used by Stakeholders only for the legitimate business purposes and are strictly prohibited from using the assets of the Organization, confidential or proprietary information or other benefits of their position for their personal gain.
Any suspected incident of fraud, mismanagement of assets or theft should be immediately reported for investigation to the Chairman of the Board or such other person as may be designated in this regard.
Please refer to the policy regarding use of property and equipment which is available on the Organization’s intranet site.
| 12 | CONFIDENTIALITY OF ORGANIZATION INFORMATION |
All Stakeholders should at all times maintain the confidentiality of all confidential information and all records of the Organization, and must not make use of or reveal such information or records except in course of the performance of their duties or unless the documents or information becomes matter of general public knowledge.
Similarly, Stakeholders should not use the confidential information obtained through their association or employment with the Organization to further their private interests or the private interests of their relatives. The intellectual property rights developed by them during their employment with the Organization shall belong to the Organization and they shall execute all necessary documentation in order to transfer the rights created in any intellectual property to the Organization whenever required to do so.
Non-disclosure of confidential information
A Stakeholder must abide by the clause, about the non-disclosure of confidential information, stated in the “Non Disclosure Agreement” or the contract of employment signed by the Stakeholder at the time of entering into employment with the Organization. In case a disclosure of confidential information has to be made to a potential business partner; the Stakeholder must make sure that a non-disclosure agreement is signed by the party. Guidance and template documents are available from the legal department regarding non-disclosure agreements. The Stakeholder must not sign any non-disclosure agreement of the customer or supplier without following the Non Disclosure Agreement Policy.
Compliance to Corporate policies
All external communications by designated Stakeholders shall be in accordance with the Information Security Policy of the Organization. Stakeholders using the Organization’s computer database or electronic mail system will be expected to comply with the internal policies and procedures that guide the storage, use and transmission of information through this medium.
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| 13 | PUBLIC REPRESENTATION OF THE ORGANIZATION |
The Organization honors the information requirements of the public and its Stakeholders. In all its public appearances, with respect to disclosing Organization and business information to public constituencies such as the media, the financial community, Stakeholders and shareholders, the Organization or subsidiaries shall be represented only by specifically authorized directors and Stakeholders. It shall be the sole responsibility of these authorized representatives to disclose information about the Organization.
| 14 | FAIR DEALING |
In carrying out their duties and responsibilities, all Stakeholders should endeavour to deal fairly, and should promote fair dealing by the Organization, its Stakeholders and agents, with customers, suppliers and competitors. No Stakeholder should seek to take unfair advantage of anyone (including the Organization) through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.
Giving and accepting gifts
No Stakeholder shall directly or indirectly solicit, accept or retain , nor offer or make any illegal payments, remuneration, gifts, entertainment, trip, discount, service or other benefit from any Organization or person doing business with the Organization or competing with the Organization, other than (i) modest gifts or entertainment; (ii) nominal benefits as part of the normal business courtesy and hospitality that would not influence, and would not reasonably appear to be capable of influencing, such person to act in any manner not in the best interest of the Organization. The total value of such a gift, entertainment or benefit should not exceed 50USD. Gifts exceeding the aforesaid amounts need specific approval from the President & the CEO of the Organization. This is applicable to both giving as well as receiving gifts.
| 15 | TRADING OF THE ORGANIZATION SHARES |
All Stakeholders shall comply in all respects with all applicable laws and regulations on trading in securities of the Organization and shall also comply with the Organization’s Insider Trading Policy and Special Trading Procedures.
Note that certain special trading procedures will also apply to all officers, directors and certain employees of MAJESCO.
A copy of the Organization’s Insider Trading Policy and Special Trading Procedures is available in the Employee Handbook of the Organization/posted on the Organization’s Intranet.
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| 16 | SHAREHOLDERS |
The Organization shall be committed to enhance shareholder value and comply with all regulations and laws that govern shareholder rights. The Board of Directors of MAJESCO shall duly and fairly inform its shareholders about all relevant aspects of the Organization’s business, and disclose such information in accordance with relevant regulations and agreements.
| 17 | ETHICAL CONDUCT |
Every Stakeholder of the Organization, including full-time directors and the chief executive, shall exhibit culturally appropriate deportment in the countries they operate in, and deal on behalf of the Organization with professionalism, honesty and integrity, while conforming to high moral and ethical standards. Such conduct shall be fair and transparent and be perceived to be so by third parties.
| 18 | INTEGRITY OF INFORMATION/RECORDS |
No Stakeholder shall create or condone the creation of a false record and shall not destroy or condone the destruction of a record, except in accordance with the guidelines laid down in this regard or permitted under any law of the land for the time being in force.
| 19 | CORPORATE CITIZENSHIP |
The Organization shall be committed to good corporate citizenship, not only in the compliance of all relevant laws and regulations but also by actively assisting in the improvement of quality of life of the people in the communities in which it operates. The Organization shall encourage volunteering by its Stakeholders and collaboration with community groups.
The Organization shall not treat these activities as optional, but should strive to incorporate them as an integral part of its business plan.
| 20 | THE ENVIRONMENT |
The Organization shall comply with all the laws & regulations concerning the protection of the environment and make every effort to be informed and aware of the environmental issues concerning the business of the Organization.
All business undertaken by the Organization will be conducted in accordance with the laws and regulations concerning the protection of the environment and all reasonable efforts.
| 21 | WHISTLEBLOWER |
Stakeholders should endeavour to promote ethical behaviour and to encourage Stakeholders to report evidence of illegal or unethical behaviour to appropriate Organization personnel through the Whistle Blower Policy. A copy of the Organization’s
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Whistle Blower Policy is available in the Employee Handbook of the Organization/posted on the Organization’s Intranet. It is the policy of the Organization not to allow retaliation against any Stakeholder who makes a good faith report about a possible violation of this Code.
Alleged violations of this Code and the basis for the allegations must be reported as provided under the Organization’s Whistle Blower Policy.
Complaints regarding accounting, financial statements, internal accounting controls and auditing matters will be notified to the Audit Committee.
Complaints must provide sufficient information so that a reasonable investigation can be concluded. All reports made in good faith will be treated promptly and professionally and without risk of retaliation to the person who made the report. Any use of these reporting procedures in bad faith, however, or in a false or frivolous manner, will be considered a violation of this Code.
The Organization will investigate all credible allegations concerning violations of this Code. In doing so, the Organization will use reasonable efforts to protect the identity of the person who reports the potential misconduct. Retaliation for reports made in good faith will not be tolerated. Indeed, Stakeholders who engage in retaliation will be subject to discipline, up to and including termination, and in appropriate cases, civil and/or criminal liability. Any person involved in any investigation in any capacity of a possible violation of this Code must not discuss with anyone, or report to anyone outside of the investigation unless required by applicable laws and regulations or when seeking his or her own legal advice. Any such person is also expected to cooperate fully in any investigation.
| 22 | WAIVERS AND AMENDMENTS |
In certain cases, it may be appropriate for a provision of this Code to be waived. Any Stakeholder seeking a waiver should speak to his or her supervisor, who will likely need to consult with the Legal Department or others within the Organization in consideration of the waiver or request.
The provisions of this Code applicable to Directors and executive officers of the Organization may only be waived by the Board of Directors of MAJESCO or by the Audit Committee of the Board of Directors of MAJESCO and will be promptly disclosed publicly by the Organization as required by law and applicable regulations, including the requirements of the stock exchanges on which the Organization’s securities are listed and from time to time. Such disclosure may include the nature of the waiver, the name of the individual for whom the Organization granted the waiver and the date of the waiver.
Any amendment or modification to this Code shall be with the prior approval of the Board of Directors of MAJESCO and will be promptly disclosed as required by applicable laws and regulations, including the requirements of the stock exchanges on which the Organization’s securities are listed and from time to time..
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| 23 | COMPLIANCE STANDARDS AND PROCEDURES |
We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations there may be “grey areas” for which it may be difficult to know the right thing to do. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are some steps to keep in mind:
| · | Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible. |
| · | Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is. |
| · | Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem. |
| · | Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solve problems. |
| · | Seek help from the Organization’s resources. In the rare case in which it may not be appropriate to discuss an issue with your supervisor or where you do not feel comfortable approaching your supervisor with your question, discuss it with the Head of human resources. |
| · | Your report of violations of this Code is in confidence and without fear of retaliation. Confidentiality will be observed in connection with any reports under this Code and disclosure of information will be made only as reasonably necessary to conduct a legally-required investigation. The Organization does not permit retaliation of any kind against Stakeholders for good faith reports of violations of this Code or questionable accounting or auditing matters. “Good faith” does not mean that you have to be right - but it does mean that you believe that you are providing truthful information. The important thing is that you bring your question or concern to our attention through one of the available channels. |
| · | Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act. |
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Note : In case of statutory regulations of a particular country with respect to any of the sections mentioned in this Code of Conduct and Business Ethics being different, the former provisions will override that which has been stated in this document. The provisions of such sections will be given in the Employee Handbooks of each country.
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| 24 | SELF DECLARATION |
This document needs to be completed and returned to HR after going through this Code.
Stakeholder Details:
| Full Name: | |
| Employee. Code: | DU/BU/CF: |
I, ______________________________ declare that I have read and understood the Code of Business Conduct & Ethics Policy (Code) of the Organization, including the Conflict of Interest Policy contained therein. I agree to abide by the set standards stipulated in the Code and shall report any area/activity that is likely to lead to Conflict of Interest or to violation of the Code, to my Manager or an HR representative.
I certify that I hold no interests other than those mentioned below which might give rise to a Conflict of Interest or the perception of a Conflict of Interest.
Conflict of Interest Situation(s): (If Applicable)
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I am also aware that any infringement or breach of known Conflict of Interest / Code could result in severe disciplinary actions, leading to even termination of my service from the Organization.
I also acknowledge that the Organization may make changes to the Code at any time and that any changes made will be incorporated in and published on the Organization’s intranet and that I am responsible, as an Employee, for ensuring that I am familiar with the Code at all times during my employment in the Organization.
| Signature | |
| Date | Place ____________________ |
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| 25 | APPENDIX |
Work Attire
As a Majesco employee, your personal presentation is a reflection of all of us. While working at a client site the minimum acceptable work attire is professional at all times.
Gentlemen:
| · | A clean, neatly pressed dress shirt (button front) |
| · | Slacks (khakis acceptable if neatly pressed) |
| · | Leather or leather-like shoes (no athletic shoes) |
| · | Ties optional (depending on the requirements at the client’s office). |
Ladies:
| · | Skirt and blouse, dresses, or slacks (khakis acceptable if neatly pressed) |
| · | Leather or leather-like shoes (no athletic shoes) |
As an international company, culturally specific clothing is acceptable providing it does not hinder your work performance. We endorse “dress down Fridays” at our regional offices. If the client site you are working at recognizes Fridays as dress down days, the minimum your attire should consist of is:
Clean jeans - no holes
Athletic shoes in good condition
Shorts, obscene, offensive or inappropriate T-shirts or hats are not acceptable on any workday. Mini-skirts and sweat suits are not considered appropriate office attire, either.
The same standards apply when working in Majesco’s offices.
Final decisions concerning dress will be made by the Human Resources Department. Individuals will be informed of inappropriate dress and asked to change during their lunch hour.
Sexual and other Unlawful Harassment Policy
Majesco is committed to providing a work environment free of unlawful harassment. Actions, words, jokes, or comments based on an individual’s sex, race, color, ethnicity, age, religion, or any other legally protected characteristic will not be tolerated.
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An employee should immediately report any incident of sexual or other unlawful harassment or discrimination to his or her manager. If the manager is unavailable, or the employee believes it would be inappropriate to contact that person, the employee should immediately contact the Human Resources Department. While Majesco respects privacy concerns, it cannot promise to keep any report or complaint of discrimination or harassment completely confidential. Majesco will make reasonable efforts to keep the information as confidential as possible while conducting a thorough investigation.
Based on your report, Majesco will conduct an investigation. Majesco prohibits any and all retaliation for submitting a good faith report of unlawful discrimination or for cooperating in any investigation.
All employees and Managers in particular, should immediately notify the Human Resources Department of any incident regarding potential sexual or other unlawful harassment. Upon receipt of a complaint, the human resources department will conduct an investigation. If the investigation determines that prohibited discrimination or other conduct violating Majesco’s policy has occurred, Majesco will take disciplinary action, up to and including termination of employment, against those who engaged in the misconduct. Majesco will also evaluate whether other employment practices should be added or modified in order to deter and prevent that conduct in the future.
Prohibited Conduct
In order to assure orderly operations and provide the best possible work environment, Majesco expects employees to follow rules of conduct that will protect the interests and safety of personnel. It is not possible to list all the forms of behavior that are considered unacceptable in the workplace, but the following are examples of infractions of rules of conduct that may result in disciplinary action, including suspension, demotion, or termination of employment.
| · | Irregular attendance: repeated or excessive absence, tardiness or early departures. |
| · | Unreported absence, absence from assigned and accepted overtime or failure to report an absence in a timely manner. |
| · | Falsification of employment records, employment information, or other records. |
| · | Giving knowingly false statements, either verbally or in written form to any manager or co-worker. |
| · | Excessive personal use of the Company’s telephone or computer systems for non-business reasons. |
| · | Insubordination: wilful disobedience of any reasonable and legitimate instructions issued by any member of management or supervision and |
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anyone authorized to act in such capacity, or addressing such person in an abusive, threatening or contemptuous manner in the presence of others or otherwise.
| · | Theft, unauthorized removal or wilful damage to any property belonging to another employee, the Company or to the Company’s customer or visitor. |
| · | Introduction or possession of firearms, explosives, knives or any instruments that can be used as an injurious or deadly weapon on Company property. |
Majesco does not have a formal progressive discipline policy requiring a set number of warnings or counselling sessions. Instead, each case is considered based on its own facts. For example, in the case of misconduct or violation of Majesco’s policies, immediate termination may be appropriate depending on the facts.
This statement of prohibited conduct does not alter or limit Majesco’s policy of employment at will. Either you or Majesco may terminate the employment relationship at any time for any reason, with or without cause or without notice.
Problem Resolution
Majesco is committed to providing the best possible working conditions for all employees. This commitment fosters an open and frank atmosphere in which any problem, complaint, suggestion or question receives a timely response from Majesco’s management.
Majesco strives to ensure fair and honest treatment of all employees. Managers, project leaders and other employees are expected to treat each other with mutual respect. Employees are encouraged to offer positive and constructive criticism.
If an employee disagrees with established rules of conduct, policies or practices, he or she may express concerns through the problem resolution procedure defined in the next paragraph. This procedure should also be initiated when an employee believes a condition of employment or a decision affecting him or her is unjust or inequitable. No employee will be penalized for voicing a complaint in a professional manner or for using this problem resolution procedure. An employee may discontinue the procedure at any step.
Instances of such cases handled at the Geo will be shared by the Geo HR with Group HR Head on a quarterly basis as part of overall tracking.
Problem Resolution Procedure
When an employee believes there is a problem he/she must present the problem to his/her immediate manager after an incident occurs. If the manager is unavailable or if you
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believe it would be inappropriate to contact your manager, you may present the problem to the Human Resources Department. Under no circumstances should the problem be discussed with the customer.
The manager will discuss methods for determining a solution to the problem. If after meeting with a manager you still feel that the problem was not resolved, you may speak with the Human Resources Manager to further explore an appropriate solution.
Equal Opportunity Policy
Purpose
Majesco provides equal employment and advancement opportunities to all employees. Majesco does not discriminate on the basis of race, colour, religion, sex, national origin, age (over 40), disability, veteran status, or any other legally protected classification. This policy governs all aspects of employment including job selection, assignment, compensation, discipline, and termination.
You should report every instance of unlawful discrimination to the Human Resources Department, regardless of whether you or someone else is the subject of the discrimination. Any employees with questions or concerns regarding discrimination in the workplace are encouraged to bring these issues to the attention of their immediate manager or the Human Resources Department. Employees may raise concerns and make reports without fear of reprisal. Anyone found to be engaging in any type of unlawful discrimination would be subject to disciplinary action up to and including termination of employment.
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Exhibit 99.1
BIOGRAPHIES
Earl Gallegos will serve as a director of Majesco following the completion of the Merger. He has served as a member of the board of directors of Cover-All since March 1997, and as Chairman of the Board of Cover-All since January 2014. Mr. Gallegos is the principal of Earl Gallegos Management Corporation, a management consulting firm founded by him in 1994 specializing in the insurance and software industries. Mr. Gallegos was a founder of Peak Performance Solutions Inc., a privately held insurance technology firm. In 1997, Mr. Gallegos co-founded Regents Electronic Commerce Inc. (“REC”) with Steven R. Isaac. REC was founded to offer workers’ compensation electronic data interchange services and compliance reporting and was merged to form ecDataFlow.com Inc. (“ecDataFlow”) in 1999. ecDataFlow was merged with Bridium, Inc. (“Bridium”), a technology firm, in 2002. Mr. Gallegos has also served as a director of Zytalis Inc., an information technology professional services firm, from 1999 to 2006, Bridium from 1998 to 2003, Fidelity National Information Solutions, Inc., from 1997 to 2003, eGovNet, Inc., a government technology services firm, from 2002 to 2003,PracticeOne, Inc., a medical practice management software company, from 2002 to 2005, and Fidelity National Real Estate Solutions, a company specializing in real estate and banking technology, from 1997 until 2003.
Majesco believes that Mr. Gallegos’ lengthy insurance and technology industry experience and technology background, as well as his financial expertise, qualify him to serve on Majesco’s board of directors following completion of the Merger.
Sudhakar Ram will serve as a director of Majesco following the completion of the Merger. Mr. Ram has served as Managing Director and Group CEO of Mastek, responsible for consolidating growth in markets across the globe and leading initiatives in technology, applications, processes, customer deliveries and business development, since 2007. He is a co-founder of Mastek and has served as a member of the board of directors of Mastek since 1985. Mr. Ram has also handled the additional responsibilities of leading Mastek’s business in the UK as CEO for Mastek (UK) Ltd. (“Mastek UK”) since 2013. Mr. Ram received CNBC Asia’s “India Business Leader of the Year” award in 2007. Before joining Mastek, he was the CIO of Rediffusion Dentsu Young & Rubicam (part of the Young & Rubicam network held by WPP plc) from 1982 to 1984. He holds a Bachelor’s of Commerce from Chennai University and a PGDM from IIM Calcutta.
Majesco believes that Mr. Ram’s extensive knowledge of Majesco and its operations as co-founder of Mastek and experience as a senior executive in the insurance technology industry qualify him to serve on Majesco’s board of directors following completion of the Merger.
Steven R. Isaac has over 35 years of experience in the insurance and technology industries (public and private sectors). Mr. Isaac has served as a director of Cover-All since 2014. Mr. Isaac served as the Senior Vice President, Risk Division, of Ebix, Inc., a NASDAQ-listed provider of on-demand software and e-commerce services to the insurance industry, from 2009 until May 2011. In 2004, Mr. Isaac co-founded Peak Performance Solutions, Inc., a
privately held insurance technology firm, and served as its CEO until 2009. From 2002 to 2004 he served as the CEO of Bridium following the merger of ecDataFlow, a provider of business-to-business electronic commerce solutions, with Bridium in 2002. He co-founded ecDataFlow in 1999 in connection with the merger of REC with another company and served as ecDataFlow’s President and CEO until 2002. In 1997, Mr. Isaac co-founded REC with Earl Gallegos and served as REC’s President and CEO until 1999. He served as an Executive Vice President of Marketing Communications Sector at Cadmus Communications Corporation, a provider of integrated graphic communications services, from 1997 to 1999. Mr. Isaac served as COO of the Ohio Bureau of Workers Compensation from 1995 to 1997. Prior to that, Mr. Isaac served as Director of Electronic Data Systems Corp.’s Insurance Division from 1990 to 1995. Mr. Isaac has also served as a senior executive for three large P&C insurance companies: Merchants Insurance, Milwaukee Insurance and Sentry Insurance. He has led and managed over twenty acquisitions, mostly in the P&C insurance space. He served on the Kentucky Assigned Risk Pool Board, Board Member of the Property & Liability Resource Bureau, a Board Member of the International Association of Industrial Accident Boards and Commissions, and was an Arbitrator for the American Insurance Arbitration Forum. He is a graduate of Franklin University with a Bachelor’s degree in Business.
Majesco believes that Mr. Isaac’s broad knowledge of the insurance technology industry and extensive experience managing acquisitions qualify him to serve on Majesco’s board of directors following completion of the Merger.