Transcription
RAMA VISION LIMITEDCODE OF CONDUCTFORREGULATING &REPORTING TRADINGBY INSIDERSANDFOR FAIR DISCLOSURE, 2015(Revised Code: Effective from 01st April, 2019)Page 1
CONTENTSSr. No.TopicCHAPTER I - INTRODUCTION1.Introduction2.The Policy and Obligations3.Objective of the IALITY&COMMUNICATIONORPROCUREMENT OR PRESERVATION OF UNPUBLISHED PRICESENSITIVE INFORMATION6.Compliance Officer7.Communication or Procurement or Preservation of Unpublished Price SensitiveInformationPolicy for determination of “Legitimate Purposes”8.9.Policies and Procedures for Inquiry in case of Leak of Unpublished PriceSensitive Information or Suspected Leak of Unpublished Price SensitiveInformationCHAPTER III-TRADING RESTRICTIONSTrading Window10.Pre-clearance of Trades11.12.Trading PlansCHAPTER IV- REPORTING & DISCLOSURE REQUIREMENTS13.Disclosure RequirementsCHAPTER V- MISCELLANEOUS14.Process on How and When People are brought ‘Inside’ on Sensitive Transactions15.Penalty for Contravention of the Code16.Uploading of Code on RVL Website17. Other InformationsAnnexure-I: Code of Practice & Procedure for Fair DisclosureAnnexure-II: Form-A-Format for Intimation of Actual or Suspected leak of UPSI to theStock Exchanges Pursuant to Regulation 30 of SEBI (Listing Obligations and DisclosureRequirements) Regulation, 2015Annexure-III: Form-B-Format for Reporting Actual or Suspected leak of UPSI to theSEBI Pursuant to Regulation 9A (5) of SEBI (Prohibition of Insider Trading) Regulation,2015Annexure-IV: Form-C-Application for Pre-clearance & UndertakingAnnexure-V: Form-D- Format for Disclosure by Designated Person2
RAMA VISION LIMITEDCODE OF CONDUCT FOR REGULATING & REPORTING TRADING BYINSIDERS AND FOR FAIR DISCLOSURE, 2015(As approved by the Board of Directors of the Company atits Meeting held on 13th February, 2019)CHAPTER I1. IntroductionThe Securities and Exchange Board of India (SEBI), in its endeavor to protect the interests ofinvestors in general, had formulated the SEBI (Prohibition of Insider Trading) Regulations, 2015under the powers conferred on it under the SEBI Act, 1992 which got amended from time to time.In line with the commencement of the Companies Act, 2013 and SEBI (Prohibition of InsiderTrading) Regulations, 2015, the Board of Directors of the Company has formulated and approvedthe “Code of Conduct for Regulating & Reporting Trading by Insiders and Fair Disclosure, 2015”at its meeting held on 14th May, 2015 (effective from 15th May, 2015). Lately SEBI, in order tofurther strengthen the Insider Trading norms and to curb the use of Unpublished Price SensitiveInformation by the Insiders, has made substantial modifications in the existing Regulations vide itsnotification dated 21st January, 2019.In accordance with the amended regulations of SEBI (Prohibition of Insider Trading)Regulations, 2015, Rama Vision Limited (hereafter called as the “Company”) hasformulated and approved the revised “Code of Conduct for Regulating & ReportingTrading by Insiders and Fair Disclosures, 2015” (hereinafter called “Code”) at its meetingheld on 13th February, 2019 effective from 01st April, 2019 in supersession of existing Code.2. The Policy and ObligationsThe Company endeavors to preserve the confidentiality of unpublished price sensitive informationand to prevent misuse of such information. The Company is committed to transparency andfairness in dealing with all stakeholders and in ensuring adherence to all laws and regulations.Every Director and other Designated Person of the Company has a duty to safeguard theconfidentiality of all such information obtained in the course of his or her work at the Company.No Director and their Designated Person may use his or her position or knowledge of the Companyto gain personal benefit or to provide benefit to any third party.3. Objective of the CodeThe objective of the Code is to regulate, monitor and report trading by the Designated Persons andtheir immediate relatives towards achieving compliance with SEBI (Prohibition of InsiderTrading) Regulations, 2015. The Code shall also provide for practices and procedures for fairdisclosure of unpublished price sensitive information.3
4. ApplicabilityThis Code shall apply to all Designated Persons and immediate relatives of Designated Personsas mentioned in this Code.5. DefinitionsIn this Code, unless the context otherwise requires:(i)“SEBI Act” or “Act” means the Securities and Exchange Board of India Act, 1992 (15of 1992);(ii) “Board” means the Securities and Exchange Board of India;(iii) “Board of Directors” means the Board of Directors of Rama Vision Limited;(iv) “Compliance Officer” means Company Secretary of the Company and in hisabsence any other senior officer, designated so and reporting to the Board ofDirectors of the Company, who is financially literate and is capable of appreciatingrequirements for legal and regulatory compliance under the regulations and who shallbe responsible for compliance of policies, procedures, maintenance of records,monitoring adherence to the rules for the preservation of unpublished price sensitiveinformation, monitoring of trades and the implementation of the codes specified in theregulations under the overall supervision of the Board of Directors of the Company.“Financially literate” shall mean a person who has ability to read and understandbasic financial statements, i.e, balance sheet, profit and loss account and statement ofcash flows.(v) “Connected Person” means(i)any person who is or has during the six months prior to the concerned act beenassociated with a company, directly or indirectly, in any capacity including byreason of frequent communication with its officers or by being in anycontractual, fiduciary or employment relationship or by being a director,officer or an employee of the company or holds any position including aprofessional or business relationship between himself and the companywhether temporary or permanent, that allows such person, directly orindirectly, access to unpublished price sensitive information or is reasonablyexpected to allow such access.(ii)Without prejudice to the generality of the foregoing, the persons falling withinthe following categories shall be deemed to be connected persons unless thecontrary is established, (a) an immediate relative of connected persons specified in clause (i); or(b) a holding company or associate company or subsidiary company; or(c) an intermediary as specified in section 12 of the Act or an employee or4
director thereof; or(d) an investment company, trustee company, asset management company or anemployee or director thereof; or(e) an official of a stock exchange or of clearing house or corporation; or(f) a member of board of trustees of a mutual fund or a member of the board ofdirectors of the asset management company of a mutual fund or is anemployee thereof; or(g) a member of the board of directors or an employee, of a public financialinstitution as defined in section 2 (72) of the Companies Act, 2013; or(h) an official or an employee of a self-regulatory organization recognized orauthorized by SEBI; or(i) a banker of the company; or(j) a concern, firm, trust, Hindu undivided family, company or association ofpersons wherein a director of a company or his immediate relative orbanker of the company, has more than ten per cent of the holding orinterest;(vi) “Designated Persons” shall mean and include:(a) All Directors;(b) Promoters and the members of Promoter Group of the Company;(c) Key Managerial Personnel;(d) All General Managers, Dy. General Manager and Asst. General Managers;(e) Head of Finance;(f) All employees working in Finance/ Accounts Department;(g) All employees working in Company Secretariat & Legal Department;(h) Connected Persons;(i) Any other key person, who in the opinion of Compliance Officer be covered inthe “designated persons”;(vii)“Director” means a member of the Board of Directors of the Company;(viii) “Generally Available Information” means information that is accessible to thepublic on a non-discriminatory basis;Information published on the website of a stock exchange, would ordinarily beconsidered generally available.(ix)“Immediate Relative” means a spouse of a person, and includes parent, sibling, andchild of such person or of the spouse, any of whom is either dependent financially onsuch person, or consults such person in taking decisions relating to trading insecurities;(x)“Insider” means any person who is:i) a connected person; orii) in possession of or having access to unpublished price sensitive information;(xi)“Key Managerial Personnel” or “KMP” has the same meaning as defined under5
Companies Act, 2013;(xii)“Promoter” shall have the meaning assigned to it under the Securities and ExchangeBoard of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 orany modification thereof;(xiii) “Promoter group” shall have the meaning assigned to it under the Securities andExchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2018 or any modification thereof;(xiv) “Proposed to be listed” shall include securities of an unlisted company(i)if such unlisted company has filed offer documents or other documents, as the(ii)(xv)case may be, with the Board, stock exchange(s) or registrar of companies inconnection with the listing; orif such unlisted company is getting listed pursuant to any merger otamalgamation and has filed a copy of such scheme of merger or amalgamationunder the Companies Act, 2013;“Regulations” means the SEBI (Prohibition of Insider Trading) Regulations, 2015 asamended from time to time;(xvi) “Securities” includes:(a) shares, bonds, debentures or other marketable securities of a like nature;(b) any kind of derivatives in the Securities of the Company; and(c) such other instruments recognized as securities under the Securities Contracts(Regulation) Act, 1956 and issued by the Company from time-to-time;(xvii) “Specified” means specified by the Board in writing;(xviii) “takeover regulations” means the Securities and Exchange Board of India(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and anyamendments thereto;(xix) “Stock Exchange” means Bombay Stock Exchange;(xx)“Trading” means and includes subscribing, buying, selling, dealing, or agreeing tosubscribe, buy, sell, deal in any securities, and "trade" shall be construed accordingly;(xxi) “Trading Day” means a day on which the recognized stock exchanges are open fortrading where securities of the Company are listed;(xxii) “Trading Window” means trading period for trading in the Company’s Securities. Alldays shall be the trading periods except when trading window is closed;(xxiii) “Unpublished Price Sensitive Information” or “UPSI” means any information,relating to a company or its securities, directly or indirectly, that is not generally6
available which upon becoming generally available, is likely to materially affect theprice of the securities and shall, ordinarily including but not restricted to, informationrelating to the following: (i) financial results;(ii) dividends;(iii) change in capital structure;(iv) mergers, de-mergers, acquisitions, de-listings, disposals and expansion ofbusiness and such other transactions;(v) changes in key managerial personnel; andCompliance Officer may decide any other matter also as Price Sensitive Information;All other words and phrases will have the same meaning as defined under the SEBI(Prohibition of Insider Trading) Regulations, 2015 as amended from time to time. Words andexpressions used and not defined in these regulations but defined in the Securities and ExchangeBoard of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the DepositoriesAct, 1996 or the Companies Act, 2013, as amended and rules & regulations madethereunder shall have the meanings respectively assigned to them in that legislation.7
CHAPTER IICONFIDENTIALITY & COMMUNICATION OR PROCUREMENTOR PRESERVATION OF UNPUBLISHED PRICE SENSITIVEINFORMATION6.Compliance Officer6.1The Company Secretary shall be the Compliance Officer for the purpose of the Code.6.2The Compliance Officer shall be responsible for compliance of policies, procedures,maintenance of records, monitoring adherence to the rules for the preservation ofunpublished price sensitive information, monitoring of trades and the implementationof the Code of Conduct under the overall supervision of the Board of Directors.6.3A Record of Designated Employees shall be maintained by Corporate-HR under theoverall supervision and control of the Compliance Officer and changes taking place inthe list from time to time shall be incorporated therein.6.4The Compliance Officer shall provide any clarifications with regard to theimplementation of this Code.6.5The Compliance Officer shall designate a Senior Official of the Company to act asCompliance officer in his absence.6.6To report to the Board of Directors and in particular, shall provide reports to theChairman of the Audit Committee, if any, or to the Chairman of the Board ofDirectors at such frequency as may be stipulated by the Board of Directors.7.Communication or Procurement or Preservation of Unpublished Price SensitiveInformation7.1All the Insiders, Designated Persons shall maintain the confidentiality of price sensitiveinformation. All information shall be handled within the organization on a need-toknow basis and no unpublished price sensitive information shall be communicated toany person except in furtherance of the insider’s legitimate purposes, performance ofduties or discharge of his legal obligations.7.2No insider shall communicate, provide, or allow access to any unpublished pricesensitive information, relating to a company or securities listed or proposed to belisted, to any person including other insiders except where such communication is infurtherance of legitimate purposes, performance of duties or discharge of legalobligations.7.3No person shall procure from or cause the communication by any insider ofunpublished price sensitive information, relating to a company or securities listed orPage 8
proposed to be listed, except in furtherance of legitimate purposes, performance ofduties or discharge of legal obligations.7.4Notwithstanding anything contained in the Code, an unpublished price sensitiveinformation may be communicated, provided, allowed access to or procured, inconnection with a transaction that would:(i)entail an obligation to make an open offer under the takeover regulations wherethe board of directors of the listed company is of informed opinion thatsharing of such information is in the best interests of the company;(ii) not attract the obligation to make an open offer under the takeover regulations butwhere the board of directors of the listed company is of informed opinion that thesharing of such information is in the best interests of the company and theinformation that constitute unpublished price sensitive information isdisseminated to be made generally available at least two trading days prior tothe proposed transaction being effected in such form as the board of directors maydetermine to be adequate and fair to cover all relevant and material facts.7.5Unpublished Price Sensitive Information directly received by any Director/ Officer/Designated Employee should immediately be reported to the Compliance Officer.7.6For the purpose of the above clause, the parties shall be required to executeagreements to contract confidentiality and non-disclosure obligations on the part of suchparties and such parties shall keep information so received confidential, except for thepurpose of Clause 7.4 and shall not otherwise trade in securities of the company whenin possession of unpublished price sensitive information.7.7CHINESE WALLIn general, Chinese Walls are separate areas that have access to Unpublished PriceSensitive Information (“Insider Areas”) from those who do not have such access(“Public Areas”). As such, Chinese Walls are designed to operate as barriers to thepassing of Unpublished Price Sensitive Information and Confidential information.Chinese Walls are also designed as a means of managing Conflicts of Interest. WhereChinese Walls arrangements are in place, Designated Persons working within anInsider Area are prohibited from communicating any Confidential or insideinformation to those who operate in Public Areas.Under this Code, Designated Persons within a Chinese Wall have a responsibility toensure that the Chinese Wall is not breached deliberately or inadvertently. Known orsuspected breaches of the Chinese Wall must be referred to the Compliance Officerimmediately.In exceptional circumstances, Designated Persons from the public areas may bebrought “over the wall” and given confidential information on the basis of “need toknow” criteria, on executing non-disclosure agreement with the Company.Page 9
7.8For the purpose of prompt public disclosure of UPSI, Board of Directors of theCompany also adopts the Code regarding practice & procedure for Fair Disclosure setout at “Annexure-I”.8.POLICY FOR DETERMINATION OF “LEGITIMATE PURPOSES”IntroductionIn line with clause 2A of Regulation 3 of the Regulations and any modification(s)/amendment(s) thereto, Policy for determination of legitimate purposes is as under:a) “Legitimate purpose” shall mean sharing of Unpublished Price SensitiveInformation in the course of business by an insider with partners, collaborators,lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvencyprofessionals, other advisors or consultants provided that such sharing has not beencarried out to evade or circumvent the prohibitions of the Regulations.b) Any person in receipt of Unpublished Price Sensitive Information pursuant to alegitimate purpose shall be considered an “insider” for purposes of the Regulationsand due notice shall be given to such person to maintain confidentiality of suchunpublished price sensitive information in compliance with the said Regulations.Such person is also required to ensure the confidentiality of unpublished pricesensitive information shared with him/her, in compliance with the Regulations.c) Unpublished Price Sensitive Information, such as Financial Results, declarationof Dividends, proposal of Corporate Restructuring, diversification, expansionacquisition in the stake of other entities, etc. shall be handled within the Companyon a need-to-know basis, and the same should be disclosed only to those who needsuch information to discharge their duties or legal obligations by virtue of theirrespective role and function, whose possession of such information will not giverise to a conflict of interest or appearance of misuse of such information.d) A structured digital database shall be maintained containing the names of suchpersons or entities, as the case may be, with whom information is shared forlegitimate purposes along with the Permanent Account Number or any otheridentifier authorized by law where Permanent Account Number is not available.Adequate and effective system of internal controls will also be laid out to securesuch database. Documents containing confidential information shall be keptsecured. Computer files must have adequate security login and password, etc.9.POLICIES AND PROCEDURES FOR INQUIRY IN CASE OF LEAK OFUNPUBLISHED PRICE SENSITIVE INFORMATION OR SUSPECTEDLEAK OF UNPUBLISHED PRICE SENSITIVE INFORMATIONIntroductionThis Policy is formulated as per the requirement of Regulation 9A(5) of SEBI(Prohibition of Insider Trading) Regulations, 2015.The newly inserted Regulation 9A(5) mandates formation of written policies andprocedures for inquiry in case of leak of unpublished price sensitive information orPage 10
suspected leak of unpublished price sensitive information.Policies and ProceduresAs per the Code of Practices and Procedures for Fair Disclosure of UnpublishedPrice Sensitive information (UPSI) of the company all UPSI is dealt withconfidentiality and all efforts are made to ensure that UPSI is not leaked out to anyone including insiders without any legitimate purpose, until and unless it is madepublic.Disclosure of actual or suspected leak of UPSI to Stock Exchanges:On becoming aware of actual or suspected leak of Unpublished Price SensitiveInformation of the Company, the Company Secretary shall ensure that the same shallbe promptly intimated to the Stock Exchange on which the securities of theCompany are listed in the format as set out at Annexure-II (Form-A) to this policy.Report of actual or suspected leak of UPSI to SEBI:On becoming aware of actual or suspected leak of Unpublished Price Sensitiveinformation of the Company, the Company Secretary shall ensure that a report onsuch actual or suspect leak of UPSI, preliminary enquiry thereon and results thereofshall be promptly made to the SEBl in the format as set out at Annexure-III (FormB) to this policy.Constitution of Enquiry Committee:The Board of Directors or any Committee authorized by them in this behalf, shallconstitute a committee to be called as “Enquiry Committee”. The Enquiry Committeeshall consist of minimum 3 (three) Members which shall include Chief ExecutiveOfficer, Chief Financial Officer and Company Secretary and any other officer of theCompany as may be mutually decided by Chief Executive Officer, Chief FinancialOfficer and Company Secretary of the Company.Duties of Enquiry Committee:The Enquiry Committee shall be responsible to(a) To conduct a preliminary enquiry to ascertain the truth contained in theinformation or complaint pertaining to actual or suspected leak of UPSI, if any; and(b) To authorize any person to collect necessary support material; and(c) To decide disciplinary action thereon.Procedure for enquiry in case of leak of UPSI:On becoming aware of suo moto or otherwise, of actual or suspected leak ofUnpublished Price Sensitive Information of the Company by any promoter, director,key managerial person, Insider, employee, designated person, support staff or anyother known or un-know person, the Company Secretary after informing the same tothe Chief Executive Officer or Chief Financial Officer of the Company, shall followthe below mentioned procedure in order to enquire and/or investigate the matter toensure(a) Preliminary Enquiry: Preliminary enquiry is a fact finding exercise. The objectof preliminary enquiry is to ascertain the truth or otherwise of the allegationsPage 11
contained in the information or complaint, if any, and to collect necessaryavailable material in support of the allegations, and thereafter to decide whetherthere is justification to embark any disciplinary action. The Enquiry Committeeshall appoint and / or authorize any person(s), as it may deem fit, toinitiate/conduct an enquiry to collect the relevant fact, material substances onactual or suspected leak of UPSI.(b) Report of Preliminary Enquiry to the Enquiry Committee: The Person(s)appointed/authorized to enquire the matter of actual or suspected leak of UPSIsubmit his/her report to the Enquiry Committee within 7 days from the date ofhis appointment on this behalf.(c) Disciplinary Action: The Disciplinary action(s) shall include, wage freeze,suspension, recovery, claw back, termination etc., as may be decided by theMembers of the Committee.Page 12
CHAPTER IIITRADING RESTRICTIONSNo insider shall trade in securities that are listed or proposed to be listed on a stockexchange when in possession of unpublished price sensitive information unless suchinsider proves his innocence by demonstrating the circumstances which may include:(i) the transaction is an off-market inter-se transfer between insiders who were inpossession of the same unpublished price sensitive information without being inbreach of regulation 3 of the regulations and both parties had made a conscious andinformed trade decision.Provided that such unpublished price sensitive information was not obtained undersub-regulation (3) of regulation 3 of the regulations.Provided further that such off-market trades shall be reported by the insiders to thecompany within two working days. Every company shall notify the particulars ofsuch trades to the stock exchange on which the securities are listed within two tradingdays from receipt of the disclosure or from becoming aware of such information.(ii) the transaction was carried out through the block deal window mechanism betweenpersons who were in possession of the unpublished price sensitive informationwithout being in breach of regulation 3 of the regulations and both parties had made aconscious and informed trade decision;Provided that such unpublished price sensitive information was not obtained by eitherperson under sub-regulation (3) of regulation 3 of the regulations.(iii) the transaction in question was carried out pursuant to a statutory or regulatoryobligation to carry out a bona fide transaction.(iv) the transaction in question was undertaken pursuant to the exercise of stock optionsin respect of which the exercise price was pre-determined in compliance withapplicable regulations.(v) in the case of non-individual insiders: –a) the individuals who were in possession of such unpublished price sensitiveinformation were different from the individuals taking trading decisions andsuch decision-making individuals were not in possession of such unpublishedprice sensitive information when they took the decision to trade; andb) appropriate and adequate arrangements were in place to ensure that theseregulations are not violated and no unpublished price sensitive informationwas communicated by the individuals possessing the information to theindividuals taking trading decisions and there is no evidence of suchPage 13
arrangements having been breached;(vi) the trades were pursuant to a trading plan.In case of connected persons the onus of establishing, that they were not in possession ofUnpublished Price Sensitive Information, shall be on such connected persons.10. Trading Window10.1The trading window shall be closed during the time the information referred to inClause 5(xxiii) is not generally available.10.2The Trading Window shall be inter-alia closed:(a) Ten days prior to Board meeting for declaration of quarterly, half-yearly financialresults and annual financial results;(b) Ten days prior to Board meeting for declaration of interim dividend and thirtydays prior to Board meeting for declaration of final dividend;(c) Ten days prior to Board meeting for change in capital structure like issue ofsecurities by way of public/right/bonus, buy-back etc;(d) Ten days prior to the Board Meeting held to approve any mergers, de-mergers,acquisitions, delistings, disposals and expansion of business and such othertransactions;(e) For such period and for any such other material event (in accordance with thelisting agreement) as may be deemed fit by the Compliance Officer;However if the circumstances so warrants the time for closing the window may beincreased or decreased with the approval of Compliance Officer and Chairman &Managing Director.10.3The trading window shall be opened 48 hours after information referred to in clause10.2 becomes generally available.10.4Designated Persons and/or their immediate relatives shall conduct all their tradingin the securities of the company only in a valid trading window and shall not tradein company’s securities during the periods when trading window is closed, asreferred to in clause 10.2 or during any other period as may be specified by theCompany from time to time.10.5The trading window restrictions shall also be applicable to any person havingcontractual or fiduciary relation with the company, such as auditors, accountancyfirms, law firms, analysts, consultants etc., assisting or advising the company.10.6In case of ESOPs, exercise of option may be allowed in the period when the tradingwindow is closed. However sale of shares allotted on exercise of ESOPs shall not beallowed when trading window is closed.10.7Designated persons may execute trades subject to compliance with thesePage 14
regulations. Towards this end, a notional trading window shall be used as aninstrument of monitoring trading by the designated persons. The trading windowshall be closed when the compliance officer determines that a designated person orclass of designated persons can reasonably be expected to have possession ofunpublished price sensitive information. Such closure shall be imposed in relationto such securities to which such unpublished price sensitive information relates.Designated persons and their immediate relatives shall not trade in securities whenthe trading window is closed. The Trading restriction period can be madeapplicable from the end of every quarter till 48 hours after the declaration offinancial results, as may be decided by the Board of Directors from time to time.10.8The timing for reopening of the trading window shall be determined by thecompliance officer taking into account various factors including the unpublishedprice sensitive information in question becoming generally available and beingcapable of assimilation by the market, which in any event shall not be earlier thanforty-eight hours after the information becomes generally available.10.9When the trading window is open, trading by designated persons shall be subject topreclearance by the compliance officer, if the value of the proposed trades is abovesuch thresholds as the board of directors may stipulate.11. Pre-clearance of Trades11.1All Designated Persons and their immediate relatives who intend to trade in thesecurities of the company above a minimum of 25000 shares of the company pertransaction should pre-clear the transactions as per the pre-trading procedure asdescribed hereunder.11.2An application for pre-clearance & undertaking shall be made in the format as setout at Annexure-IV (Form-C) to the Compliance Officer indicating the estimatednu
Regulations, 2015, Rama Vision Limited (hereafter called as the "Company") has formulated and approved the revised "Code of Conduct for Regulating & Reporting . a member of board of trustees of a mutual fund or a member of the board of directors of the asset management company of a mutual fund or is an employee thereof; or .
