1. National Interest - The COMPANY shall be committed in all its actions to benefit the economic development of the countries in which it operates and of its shareholders. The COMPANY shall conduct its business affairs in accordance with the economic, development and foreign policies, objectives and priorities of the Nation's government and shall strive to make a positive contribution to the achievement of such goals at the international, national and regional level as appropriate.
2. Financial Reporting and Records - The COMPANY shall prepare and maintain its accounts fairly and accurately in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations in all countries in which the COMPANY conducts its business affairs. Internal accounting and audit procedures shall fairly and accurately reflect all of the COMPANY's business transactions and disposition of assets. All required information shall be accessible to COMPANY auditors and other authorized parties and government agencies. There shall be no willful omissions of any COMPANY transactions from the books and records, no advance income recognition and no hidden bank account and funds. 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.
3. Competition - The COMPANY shall fully strive for the establishment and support of a competitive open market economy in all countries in which it operates and shall co-operate in the efforts to promote the progressive and judicious liberalization of trade and investment by a country. Specifically, The COMPANY shall not engage in activities, which generate or support the formation of monopolies, cartels and similar unfair trade practices. The COMPANY shall market its services on its own merits and shall not make unfair and misleading statements about competitors' services. Any collection of competitive information shall be made only in the normal course of business and shall be obtained only through legally permitted sources and means.
4. Equal Opportunities Employer - The COMPANY shall provide equal opportunities to all its employees and all qualified applicants for employment without regard to their race, caste, religion, colour, ancestry, marital status, sex, age, nationality, disability and veteran status. Employees of The COMPANY shall be treated with dignity and in accordance with the COMPANY policy to maintain a work environment free of harassment, whether sexual, physical, verbal or psychological. Employee policies and practices shall be administered in a manner that would ensure that in all matters equal opportunity is provided to those eligible and the decisions are merit-based.
5. Gifts and Donations - The COMPANY and its employees shall neither receive nor offer or make, directly or indirectly, any illegal payments, remuneration, gifts, donations or comparable benefits which are intended to or perceived to obtain business or uncompetitive favours for the conduct of its business. However, a Tata COMPANY and its employees may accept and offer nominal gifts which are customarily given and are of commemorative nature for special events.
6. Government Agencies - The COMPANY and its employees shall not offer or give any COMPANY funds or property as donation to any government agencies or their representatives, directly or through intermediaries, in order to obtain any favorable performance of official duties.
7. Political Non Alignment - The COMPANY shall be committed to and support a functioning democratic constitution and system of the country it operates in. The COMPANY shall not support directly or indirectly any specific political party or candidate for political office. The COMPANY shall not offer or give any COMPANY funds or property as donations, directly or indirectly, to any specific political party, candidate or campaign.
8. Health, Safety and Environment - The COMPANY shall strive to provide a safe and healthy working environment and comply, in the conduct of its business affairs, with all regulations regarding the preservation of environment of the territory it operates in. The COMPANY shall be committed to prevent the wasteful use of natural resources and minimize any hazardous impact of the development, production, use and disposal of any of its products and services on the ecological environment.
9. Quality of Products & Services - The COMPANY standards backed by efficient after-sales service consistent with the requirements of the customers to ensure their total satisfaction. The quality standards of the COMPANY's services should at least meet the required national standards and the COMPANY should endeavor to achieve international standards.
10. Corporate Citizenship - The COMPANY shall be committed to be a good corporate citizen not only in compliance with all relevant laws and regulations but also by actively assisting in the improvement of the quality of life of the people in the communities in which it operates. The COMPANY would also encourage volunteering amongst its employees and help them to work in the communities.
11. Public Representation of the COMPANY - The COMPANY honours the information requirement of the public and its stakeholders. In all its public appearance with respect to disclosing COMPANY and business information to public constituencies such as media, the financial community, employees and shareholders, the COMPANY shall be represented only by a specifically authorized directors and employees. It will be the sole responsibility of these authorized representatives to disclose information on the COMPANY.
12. Third Party Representation - Parties which have business dealings with the COMPANY such as consultants, agents, sales representatives, distributors, contractors, suppliers, etc. shall not be authorized to represent the COMPANY if their business conduct and ethics are known to be inconsistent with the Code.
13. Shareholders - The COMPANY shall be committed to enhance shareholder value and comply with all regulations and laws that govern shareholders' rights. The Board of Directors shall duly and fairly inform its shareholders about all relevant aspects of COMPANY's business and disclose such information in accordance with the respective regulations and agreements.
14. Ethical Code - Every officer of The COMPANY, which shall include Whole¬time Directors and the Managing Director, shall deal on behalf of the COMPANY with professionalism, honesty, integrity as well as high moral and ethical standards. Such conduct shall be fair and transparent and be perceived to be as such by third parties. Every officer shall be responsible for the implementation of and compliance with the Code in his professional environment. Failure to adhere to the Code could attract the most severe consequences including termination of employment.
15. Regulatory Compliance - Every employee of a The COMPANY shall, in his business conduct, comply with all applicable laws and regulations, both in letter and in spirit, in all the territories in which he operates. If the ethical and professional standards set out in the applicable laws and regulations are below that of the Code then the standards of the Code shall prevail.
16. Concurrent Employment - An officer of a The COMPANY shall not, without the prior approval of the Managing Director of the COMPANY, accept employment or a position of responsibility (such as a consultant or a director) with any other COMPANY, nor provide "free-lance" services to anyone. In the case of a Whole-time Director or the Managing Director such prior approval must be obtained from the Board of Directors of the COMPANY.
17. Conflict Of Interest - An officer of the COMPANY shall not engage in any business, relationship or activity, which might detrimentally conflict with the interest of his COMPANY. A conflict of interest, actual or potential, may arise where, directly or indirectly, (a) an officer of a THE COMPANY engages in a business, relationship or activity with anyone who is party to a transaction with his COMPANY, and (b) an officer is in a position to derive a personal benefit or a benefit to any of his relatives by making or influencing decisions relating to any transaction. An officer of the COMPANY conducting business on behalf of the COMPANY or being in a position to influence a decision with regard to his COMPANY's business with a supplier or customer of which his relative is a principal, officer or representative, resulting in a benefit to him or his relative. Award of benefits such as increase in salary or other remuneration, posting,promotion or recruitment of a relative of an employee of the COMPANY where such an individual is in a position to influence the decision with regard to such benefits. Acceptance of gifts, donations, hospitality and/or entertainment beyond the customary level from existing or potential suppliers, customers or other third parties which have business dealings with the COMPANY. Notwithstanding that such or other instances of conflict of interest exist due to any historical reasons, adequate and full disclosure by the interested employees should be made to the COMPANY's management. It is also incumbent upon every officer to make a full disclosure of any interest which the employee or the officer's immediate family, which would include parents, spouse and children, may have in a COMPANY or firm which is a supplier, customer, distributor of or has other business dealings with the COMPANY. Every officer who is required to make a disclosure as mentioned above shall do so, in writing, to his immediate superior who shall forward the information along with his comments to the person designated for this purpose by the MD/CEO who in turn will place it before the MD/CEO and/or the Board of Directors / Executive Committee appointed by the "Board and, upon a decision being taken in the matter, the officer concerned will be required to take necessary action as advised to resolve / avoid the conflict. If an officer fails to make a disclosure as required herein and the management of its own accord becomes aware of an instance of conflict of interest that ought to have been disclosed by the officer, the management would take a serious view of the matter and consider suitable disciplinary action against the officer. The assets of THE COMPANY should not be misused but employed for the purpose of conducting the business for which they are duly authorized. These include tangible assets such as equipment and machinery, systems, facilities, materials, resources as well as intangible assets such as proprietary information, relationships with customers and suppliers, etc.
18. Securities Transactions and Confidential Information - An employee of the COMPANY and his immediate family shall not derive any benefit or assist others in to derive any benefit from the access to and possession of information about the COMPANY which is not in public domain and thus constitutes insider information. An employee of the COMPANY shall not use or proliferate information which is not available to the investing public and which therefore constitutes insider information for making or giving advice on investment decisions on the securities of COMPANY on which such insider information has been obtained. Such insider information might include the following -
a) Acquisition and divestiture of business or business units
b) Financial information such as profits, earnings and dividends
c) Announcement of new product introductions or development
d) Asset revaluations
e) Investment decisions / plans
f) Restructuring plans
g) Major supply and delivery agreements
h) Raising finances
19. Protecting COMPANY Assets - The assets of COMPANY should not be misused but employed for the purpose of conducting the business for which they are duly authorized. These include tangible assets such as equipment and machinery, systems, facilities, materials, resources, documents as well as intangible assets such as proprietary information, relationships with customers and suppliers.
20. Citizenship - An officer of The COMPANY shall in his private life be free to pursue an active role in civic or political affairs as long as it does not adversely affect the business or interests of the COMPANY or the Group.
21. Integrity Of Data Furnished - Every officer of The COMPANY shall ensure, at all times, the integrity of data or information furnished by him to the COMPANY.
22. Reporting Concerns - Every officer of The COMPANY shall promptly report to the management any actual or possible violation of the Code or an event he becomes aware of that could affect the business or reputation of the COMPANY.