This Code of Conduct ("the Code") will enable Hero MotoCorp Limited ("HMCL" or "the Company") to maintain the standards of business conduct, thereby bringing efficiency, responsiveness and consistency in behaviour and decision making. It will also reduce risk by decreasing the possibility of harmful conduct. The Code will be applicable to all Directors and Employees of the Company. Employees will also include associates working for HMCL on third party contract/payroll.

The Code outlines the values that become the basis of this standard. It is based on the eight principles that have been identified through research, as being fundamental to all codes. Everyone should read and understand the Code, and incorporate it in day-to-day behaviour.

The Directors and all Employees of the Company shall ensure adequate care in performance of his/her duties, be loyal to the Company and act in good faith. The Directors shall, further, be independent in their judgement and actions and take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board of Directors.

This Code is designed to enable you to recognize situations that may require you to consider your approach; ask for guidance; and make the right decision, for the Company, for all stakeholders and for yourself.

Duties of Independent Directors

The independent directors shall-undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company.

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