National interest
The Tata Group is committed to benefit the
economic development of the countries in which
it operates. No Tata Company shall undertake
any project or activity to the detriment of
the wider interests of the communities in
which it operates. A Tata Company's management
practices and business conduct must benefit
the country, localities and communities served
to the extent possible and affordable, and
shall be in accordance with the laws and economic
development policies of the government of
each country.
A Tata Company,
in the course of its international business
activities, shall respect the culture, customs
and traditions of each country and region
in which it operates. It shall conform to
international trade procedures, including
licensing, documentation, and other necessary
formalities as applicable.
Financial
reporting and records
A Tata Company shall prepare and maintain
its accounts fairly and accurately in accordance
with the accounting and financial reporting
standards which represents 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 reflect, fairly and
accurately, all of the company's business
transactions and disposition of assets,
and shall have internal controls to provide
assurance to the Company's board and shareholders
that the transactions are accurate and legitimate.
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
of 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. No employee
shall make, authorize or collude in an improper
payment, commission or bribe.
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Competition
A Tata Company shall fully support the development
and operation of competitive open markets
and shall promote the liberalization open
markets and shall promote the liberalization
of trade and investment in each country
and market it operates in. Specifically,
a Tata Company shall not engage in restrictive
trade practices and activities that generate
or support the formation of monopolies,
dominant market positions, cartels and similar
unfair trade practices.
A Tata Company shall
market it s 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.
Equal-opportunities
employer
A Tata 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.
Human Resource policies
should promote diversity and equity in the
workplace, as well as comply with all labour
laws and international best practices. 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.
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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 un-competitive favours for the conduct
of its business and shall participate in efforts
to eliminate such forms of bribery, fraud
and corruption. 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.
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. A Tata Company
shall comply with government procurement
regulations, and shall be transparent in
all its dealings with government agencies
as applicable.
Political
non-alignment
A Tata Company shall be committed to and
support functioning democratic constitutions
and systems with transparent and fair electoral
systems. A Tata Company shall not support
directly or indirectly any specific political
party or candidate for political office.
The Company's conduct shall preclude any
activity that could be interpreted as mutual
dependence / favour with any political body
and shall not offer or give any company
funds or property as donations, directly
or indirectly, to any specific political
party, candidate or campaign.
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Health, safety and environment
A Tata Company shall strive to provide a safe,
healthy and ergonomic working environment
for its people. It shall comply with all health,
safety and environmental regulations in each
jurisdiction, in which it operates.
A Tata Company shall be
committed to best practice in minimizing
its impact on the environment, prevent the
wasteful use of natural resources, and property
and safely control any hazardous aspects
of its business.
A Tata Company shall have
policies and processes in place to address
issues of safety, health and environment,
and shall also have a disaster management
system to address any natural calamities
or business contingencies that may arise.
A Tata Company,
in the process of production and sale of
its products and services, shall strive
for economic, social and environmental sustainability.
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 customers to ensure their total satisfaction.
The quality standards of the Company's goods
and services should meet the required national
standards and the Company should endeavour
to become world-class
A Tata Company shall
illustrate adequate labels, caveats and
other necessary health and safety information
on its product packaging.
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 the 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 but would strive
to incorporate them as an integral part
of its business plan. The Company would
also encourage volunteering amongst its
employees and collaboration with community
groups. Tata Companies are encouraged to
develop social accounting systems, carry
out social audit of their operations, and
support public policies that promote social
and economic development.
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Cooperation
of Tata companies
A Tata Company shall cooperate with other
Tata Companies by sharing knowledge, 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.
Public
representation of the company and the Group
A 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 authorized
directors and employees. It will be the
sole responsibility of these authorized
representatives to disclose information
on the Company.
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 authorized to
represent at Tata Company, if their business
conduct and ethics are known to be inconsistent
with the Tata Code. The third parties are
expected to abide by the Code in their interaction
with the company.
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 the Tata Brand is defined
in and regulated by the Tata Brand Equity
and Business Promotion Agreement. No third
party is expected to use the Tata brand
to further its interests without specific
authorization.
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Group
policies
A Tata Company shall recommend to its Board
of Directors the adoption of policies and
guidelines periodically formulated by Tata
Sons.
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.
Ethical
conduct
Every employee of a Tata Company, which
shall include whole-time directors and the
chief executives, 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 employee of a Tata
Company shall preserve the human rights
of every individual and shall strive to
honour commitments.
Every employee shall
be responsible for the implementation of
and compliance with the Code in his / her
professional environment. Failure to adhere
to the Code could attract the most severe
consequences including termination of employment.
Regulatory
compliance
Every employee of a Tata Company, in his
/ her business conduct, shall comply with
all applicable laws and regulation, both
in letter and in spirit, in all territories
in which he or she operates. If the ethical
and professional standards set out in the
applicable laws and regulations fall short
of the Code, then the standards of the Code
shall prevail.
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Concurrent
employment
An employee of a Tata Company shall not,
without the prior approval of the chief
executive 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 chief executive such prior
approval must be obtained from the Board
of Directors of the Company.
Conflict
of interest
An employee or director of a Tata Company
shall not accept a position of power / responsibility
/ board nomination in any other non Tata
Company or not-for-profit organization.
The above will not apply to
 |
nominations to the
Boards of Tata Companies, joint ventures
or associate companies; |
|
memberships / positions
of responsibility in professional bodies
wherein such association will benefit
the employee / Tata Company; |
|
nominations / memberships
in Government committees / bodies or
organizations; |
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exceptional circumstances
as determined by the Competent Authority; |
Competent authority in
case of an employee shall be the chief executive
who in turn shall report all such exceptional
cases to the Board of Directors on a quarterly
basis. In case of the chief executive and
directors, the Group Corporate Centre shall
be the competent authority.
An employee of a Tata
Company shall not engage in any business,
relationship or activity which might detrimentally
conflict with the interest of his / her
Company or the Group. A conflict of interest,
actual or potential, may arise where, directly
or indirectly, (a) an employee of a Tata
Company engages in a business, relationship
or activity with anyone who is party to
a transaction with his / her Company, (b)
an employee is in a position to derive a
personal benefit or a benefit to any of
his / her 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:
- Financial interest
of an employee of a Tata Company or his
/ her 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
per cent of the subscribed share capital
of a publicly held company shall not ordinarily
constitute a financial interest for this
purpose.)
- An employee of a Tata
Company conducting business on behalf
of his / her Company or being in a position
to influence a decision with regard to
his / her Company's business with a supplier
or customer of which his / her relative
is a principal officer or representative
resulting in a benefit to him / her or
his / her relative.
- Award of benefits such
as increase in salary or other remuneration,
posting, promotion or recruitment of a
relative of an employee of a Tata Company
where such as 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 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
/ her Company.
Every employee who is
required to make a disclosure as mentioned
above shall do so, in writing, to his /
her immediate superior who shall forward
the information along with his / her comments
to the person designated for this purpose
by the chief executive and / or 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 therein
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 and consider suitable
disciplinary action against the employee.
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Securities
transactions and confidential information
An employee of a Tata Company and his /
her 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, Group or client 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 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:
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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; |
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restructuring
plans; |
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major
supply and delivery agreements; |
|
raising
finances. |
An employee of a Tata
Company shall also respect and observe the
confidentiality of information pertaining
to other companies, their patents, intellectual
property rights, trademarks and inventions;
an strictly observe a practice of non-disclosure.
Protecting
company assets
The assets of a Tata Company should not
be misused but employed primarily 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 information
technology and systems, proprietary information,
intellectual property rights, relationships
with customers and suppliers, etc.
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Citizenship
An employee of a Tata Company shall in his
/ her 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.
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.
Reporting
concerns
Every employee of a Tata Company shall promptly
report to the Management when she / he becomes
aware of any actual or possible violation
of the Code or an event of misconduct, act
of misdemeanour or act not in Company's
interest, which could affect the business
or reputation of his / her or any other
Tata Company.
Any employee can
make a protected disclosure under the Whistle
Blower Policy. The Protected Disclosure
should be forwarded under a covering letter
which shall bear the identity of the Whistle
Blower.
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