Foreword
The values and principles which have governed the manner in which the Wadia
Group of Companies and their employees have conducted themselves have never
been articulated. It was therefore considered worthwhile to prepare a
clearly defined document which could serve as a guide to employees including
whole-time directors and other members of senior management on the values,
ethics and business principles expected of him or her.
Recent amendment to Clause 49 of the Listing Agreement relating to
Corporate Governance made by the Stock Exchanges at the instance of the
Securities and Exchange Board of India (SEBI) in terms of its circular No.
SEBI/CFD/DIL/CG/1/2004/12/10 dated 29th October, 2004 requires, effective
1st April, 2005 (since extended up to 31st December, 2005), the Board of
Directors of a listed company to lay down a code of conduct for all Board
members and senior management of the company which has to be posted on the
website of the company. All Board members and senior management personnel
are required to affirm compliance with the code on an annual basis. The
Annual Report of the company is required to contain a declaration to this
effect duly signed by the CEO.
I urge each employee to read this document and take pride in upholding the
high standards of corporate and personal behaviour on which the Wadia
Group's reputation and respectability have been built over the past 125
years.
Nusli N. Wadia
1. National Interest
A WADIA Company shall be committed in all its 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 WADIA 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
A WADIA 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 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 information 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 WADIA Company shall fully strive for the establishment and support of a
competitive open market economy in India and abroad and shall co-operate in
the efforts to promote the progressive and judicious liberalisation of trade
and investment by a country.
Specifically, a WADIA Company shall not engage in activities which generate
or support the formation of monopolies, dominant market positions, cartels
and similar unfair trade practices.
A WADIA 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 WADIA Company shall provide equal opportunities to all its employees and
all qualified applicants for employment without regard to their race, caste,
religion, colour, ancestry, material status, sex, age, nationality,
disability and veteran status. Employees of a WADIA Company shall be treated
with dignity and in accordance with the WADIA 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. Gift and Donations
A WADIA 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 WADIA
Company and its employees may accept and offer nominal gifts which are
customarily given and are of commemorative nature for special events.
6. Political Non-Aligment
A WADIA Company shall be committed to and support a functioning democratic
constitution and system with a transparent and fair electoral system in
India. A WADIA Company shall not contribute any amount or amounts, directly
or indirectly, to any specific political party or for any political purpose
to any person except in accordance with and in the manner and within the
limits prescribed under the provisions of applicable laws.
7. Government Agencies
A WADIA 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.
8. Health, Safety and Environment
A WADIA 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 WADIA Company shall be committed to prevention of the
wasteful use of natural resources and minimization of 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 WADIA Company shall be committed to supplying goods and services of the
highest quality standards backed by efficient after-sales service consistent
with the requirement 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 WADIA Company shall be committed to be 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
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. WADIA Companies are encouraged to
develop social accounting systems and to carry out social audit of their
operations.
11. Co-Operation of Wadia Companies
A WADIA Company shall co-operate with other WADIA 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 WADIA Company shall give
preference to another WADIA 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 WADIA 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 WADIA Company or the
WADIA 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 WADIA Group but are not
members of the Group such as consultants, agents, sales representatives,
distributors, contractors, suppliers, etc. shall not be authorised to
represent a WADIA Company if their business conduct and ethics are known to
be inconsistent with the Code.
14. Use Of The Brand
The use of the trade name and trademark owned by The Bombay Burmah Trading
Corporation, Limited shall be governed by manuals, codes and agreements to
be issued by The Bombay Burmah Trading Corporation, Limited.
15. Group Policies
A WADIA Company may recommend to its Board of Directors the adoption of
policies and guidelines periodically formulated by The Bombay Burmah Trading
Corporation, Limited.
16. Shareholders
A WADIA Company shall be committed to enhancing shareholder value and
complying with all regulations and laws that govern shareholders' rights.
The Board of Directors of a WADIA 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 a WADIA Company, which shall include Executive/Whole-time
Directors / or Managing/Joint Managing/Deputy Managing Directors 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 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
employment.
18. Regulatory Compliance
Every employee of a WADIA 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 a WADIA 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 an
Executive/ Whole-time Director or the Managing/Joint Managing/Deputy
Managing Directors such prior approval must be obtained from the Board of
Directors of the Company.
20. Conflict of Interest
An employee of a WADIA 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 a
WADIA Company engages in a business, relationship or activity with anyone
who is 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 judgment 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 WADIA 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 WADIA 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.)
- An employee of a WADIA 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 a WADIA 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.
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Notwithstanding that such or other
instances of conflict of interest exist owing 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
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 MD/CEO who in turn will place it before the MD/CEO and/or the
Board of Directors/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 concerned, the
management would take a serious view of the matter and consider suitable
disciplinary action against the employee.
21. Securities Transactions And Confidential Information
An employee of a WADIA Company and his 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 the Group which is not in the
public domain and thus constitutes insider information.
An employee of a WADIA 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 WADIA 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
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The employees of the company shall
scrupulously follow the provisions of the Code of internal procedures and
conduct framed by the company pursuant to Regulation 12 of the SEBI
(Prohibition of Insider Trading) Regulations, 1992 and other applicable
Regulations in force from time to time.
22. Protecting Company Assets
The assets of a WADIA 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 WADIA 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 WADIA Company shall ensure, at all times, the integrity
of data or information furnished by him to the Company.
25. Reporting Concern
Every employee of a WADIA 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 WADIA
Company.
