1.
National interest
A TATA Company shall be committed
in all it's actions to benefit the
economic development of the countries
in which it operates and shall not
engage in any activity that would
adversely affect such objective. It
shall not undertake any project or
activity to the detriment of the Nation's
interests or those that will have
any adverse impact on the social and
cultural life patterns of its citizens.
A TATA Company shall conduct it's
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
A TATA Company shall prepare and
maintain it's accounts fairly and
accurately in accordance with the
accounting and financial reporting
standards, which represent the generally
accepted guidelines, principles,
standards, laws and regulations
of the country 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
shall be accessible to company auditors
and other authorised parties and
government agencies. There shall
be no wilful omissions of any company
transactions from the books and
records, no advance income recognition
and no hidden bank account and funds.
Any wilful 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
A TATA Company shall fully strive
for the establishment and support
of a competitive open market economy
in India and abroad and hall co-operative
in the efforts to promote the progressive
and judicious liberalisation of
trade and investment by a country.
Specifically,
a TATA Company shall not engage
in activities which generate or
support the formation of monopolies,
dominant market positions, cartels
and similar unfair trade practices.
A TATA Company
shall market its products and services
on its own merits and shall not
make unfair and misleading statements
about competitors' products and
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
A TATA Company shall provide equal
opportunities to all its employees
and applicants for employment without
regard to their race, cast, religion,
colour, ancestry, marital status,
sex, age, nationality, disability
and veteran status. Employees of
a TATA Company shall be treated
with dignity and in accordance with
the TATA policy to maintain a work
environment free of sexual harassment,
whether 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
A TATA 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
A TATA 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 favourable performance of official
duties.
7.Political
non-alignment
A TATA Company shall be committed
to and support a functioning democratic
constitution and system with a transparent
and fair electoral system in India.
A TATA 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
A TATA 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 the
environment of the territory it
operates in. A TATA Company shall
be committed to prevent the wasteful
use of natural resources and minimise
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 and Services
A TATA Company shall be committed
to supply goods and services of
the highest quality 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 goods
and services should at least meet
the required national standards
and the Company should endeavour
to achieve international standards.
10.
Corporate Citizenship
A TATA 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 quality of life of the people
in the communities in which it operates
with the objective of making them
self reliant. Such social responsibility
would comprise, to initiate and
support community initiatives in
the field of community health and
family welfare, water management,
vocational training, education and
literacy and encourage application
of modern scientific and managerial
techniques and expertise. This will
be reviewed periodically in consonance
with national and regional priorities.
The company would also not treat
these activities as optional ones
but would strive to incorporate
them as integral part of its business
plan. The company would also encourage
volunteering amongst its employees
and help them to work in the communities.
Tata companies are encouraged to
develop social accounting systems
and to carry out social audit of
their operations.
11.
Co-operation of Tata companies
A TATA Company shall co-operate
with other TATA Companies by sharing
physical, human and management resources
as long as this does not adversely
affect its business interests and
shareholder value.
In the procurement
of products and services a TATA
Company shall give preference to
another TATA Company as long as
it can provide these on competitive
terms relative to third parties.
12.
Public representation of the Company
and the group
The TATA Group honours the information
requirements of the public and its
stakeholders. In all its public
appearance with respect to disclosing
company and business information
to public constituencies such as
the media, the financial community,
employees and shareholders, a TATA
Company or the TATA group shall
be represented only by specifically
authorised directors and employees.
It will be the sole responsibility
of these authorised representatives
to disclose information on the company.
13.
Third party representation
Parties which have business dealings
with the TATA group but are not
members of the Group such as consultants,
agents, sales representatives, distributors,
contractors, suppliers, etc. shall
not be authorised to represent the
TATA Company if their business conduct
and ethics are known to be inconsistent
with the code.
14.Use
of the TATA Brand
The use of the TATA name and trademark
owned by Tata Sons shall be governed
by manuals, codes and agreements
to be issued by TATA Sons. The use
of TATA brand is defined in and
regulated by the TATA Brand Equity
& Business Promotion Agreement.
15.
Group Policies
A TATA Company shall recommend to
its Board of Directors the adoption
of policies and guidelines periodically
formulated by Tata Sons.
16.
Shareholders
A TATA Company shall be committed
to enhance shareholder value and
comply with all regulations and
laws that govern shareholders' rights.
The Board of Directors of a TATA
Company shall duly and fairly inform
its shareholders about all relevant
aspects of the Company's business
and disclose such information in
accordance with the respective regulations
and agreements.
17.
Ethical Conduct
Every employee
of the TATA 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
contact shall be fair and transparent
and be perceived to be as such by
third parties. Every employee shall
be responsible for the implementation
of and compliance with the Code
in his professional environment.
Failure to adhere to the Code could
attract most severe consequences
including termination of employment.
18.
Regulatory Compliance
Every employee of the TATA 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.
19.
Concurrent Employment
An employee of TATA Company shall
not, without the prior approval
of the Executive 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 Whole-time Director
or the Managing Director such prior
approval must be obtained from the
Board of Directors of the Company.
20.
Conflict Of Interest
An employee of a TATA Company shall
not engage in any business, relationship
or activity, which might detrimentally
conflict with the interest of the
Company or the Group. A conflict
of interest, actual or potential,
may arise where, directly or indirectly,
( a ) an employee of the TATA Company
engages in a business, relationship
or activity with anyone who is a
party to a transaction with the
company, ( b ) an employee 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,
and ( c ) an independent judgement
of the Company's or Group's best
interest cannot be exercised.
The main areas
of such actual or potential conflicts
of interest would include the following:
(i) Financial
interest of an employee of a TATA
Company or his relatives including
the holding of an investment in
the subscribed share capital of
any company or a share in any firm
which is an actual or potential
competitor, supplier, customer,
distributor, joint venture or other
alliance partner of the TATA Company.
(The ownership of upto 1 % of the
subscribed share capital of a publicly
held company shall not ordinarily
constitute a financial interest
for this purpose. )
(ii) An
employee of a TATA Company conducting
business on behalf of his 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.
(iii) Award
of benefits such as increase in
salary or other remuneration, posting,
promotion or recruitment of a relative
of an employee of the TATA Company
where such an individual is in a
position to influence the decision
with regard to such benefits.
(iv) 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 employee to make a full
disclosure of any interest which
the employee or the employee'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 his
company.
Every employee
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
Executive Director who in turn will
place it before the Board of Directors/Executive
Committee appointed by the Board
and, upon a decision being taken
in the matter, the employee concerned
will be required to take necessary
action as advised to resolve/avoid
the conflict.
If an employee
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 employee,
the management would take a serious
view of the matter consider suitable
disciplinary action against the
employee.
21.
Securities Transactions and Confidential
Information
An employee of a TATA Company and
immediate family shall not derive
any benefit or assist others to
derive any benefit from the access
to and possession of information
about the Company or Group which
is not in the public domain and
thus constitutes insider information.
An employee of
a TATA 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 the respective
TATA Company on which such insider
information has been obtained.
Such insider information
might include the following:
■
Acquisition and divestiture of businesses
or business units.
■
Financial information such as profits,
earnings and dividends.
■
Announcement of new product introductions
or developments.
■
Asset revaluations.
■
Investment decisions / plans.
■
Restructuring plans.
■
Major supply and delivery agreements.
■
Raising finances.
22.
Protecting Company Assets
The assets of the TATA Company should
not be misused but employed for
the purpose of conducting the business
for which they are duly authorised.
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.
23.
Citizenship
An employee of a TATA 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.
24.
Integrity Of Data Furnished
Every employee of a TATA Company
shall ensure, at all times, the
integrity of data or information
furnished by him to the company.
25.
Reporting Concerns
Every employee of a TATA 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 his or any other
TATA Company.
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