SR Ethics Meet- 3 rd March ‘09 Tata Code of Conduct National interest Financial reporting & records Competition Equal-opportunities employer

SR Ethics Meet- 3rd March ‘09

Tata Code of Conduct

National interest Financial reporting & records Competition Equal-opportunities employer Gifts and Donations Government agencies Political non-alignment Health, Safety and Environment Quality Corporate citizenship Co-operation of Tata companies Public representation Third party representation Use of Tata Brand Group policies Shareholders

National interest Financial reporting & records Competition Equal-opportunities employer Gifts and Donations Government agencies Political non-alignment Health, Safety and Environment Quality Corporate citizenship Co-operation of Tata companies Public representation Third party representation Use of Tata Brand Group policies Shareholders

Ethical conduct Regulatory compliance Concurrent employment Conflict of interest Securities transactions.. Protecting company assets Citizenship Integrity of data furnished Reporting concerns

Ethical conduct Regulatory compliance Concurrent employment Conflict of interest Securities transactions.. Protecting company assets Citizenship Integrity of data furnished Reporting concerns

…the Scope of the Tata Code is larger and includes issues such as Bribery and Corruption…

TCoC-2008


Key changes in the TCoC-2008


….the changes in TCoC-2008


……the changes to the TCoC-2008


……the changes to TCoC-2008


……the changes to the TCoC-2008


What has Changed from 1998?• International nuances added (removed perceived India centricity

and made the Code global)

• Gender bias removed (replaced his with his/her or neutral words)

• Additional global focus areas incorporated, e.g. culture sensitivity, colluding to bribe, right to privacy, improving environment- greenhouse gases, preserving human rights, honouring commitments etc.

• Employees responsibility has been inserted in additional clauses like 2 & 3.


National Interest• Clause 1

What's the Change?

1. Company to work for the benefit of the country and communities where it operates

2. Respect their culture, customs and traditions


Clause 1: National InterestThe 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 shall benefit the country, localities and communities in which it operates, to the extent possible and affordable, and shall be in accordance with the laws of the land.

A Tata company, in the course of its business activities, shall respect the culture, customs and traditions of each country and region in which it operates. It shall conform to trade procedures, including licensing, documentation and other necessary formalities, as applicable.

Culture, customs and traditions:Encompasses all learnt and shared, explicit or tacit, assumptions, beliefs, knowledge, norms, values, attitudes, behaviour, dress, and language; giving an identity and shared meaning of the country / region.

Culture, customs and traditions:Encompasses all learnt and shared, explicit or tacit, assumptions, beliefs, knowledge, norms, values, attitudes, behaviour, dress, and language; giving an identity and shared meaning of the country / region.


Financial Reporting and Records• Clause 2

What's the Change?

1. Internal controls to ensure accuracy of data to the board & shareholders

2. No employee shall abet improper payment, unlawful commission or bribing


Clause 2: Financial Reporting & RecordsA Tata company shall prepare and maintain its accounts fairly and accurately, and 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 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 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 and material misrepresentation of and / or misinformation about financial accounts and reports shall be regarded as a violation of the Code, apart from inviting appropriate civil or criminal action under relevant laws. No employee shall make, authorise, abet or collude in an improper payment, unlawful commission or bribing.

Legitimate:Acceptable or recognized as genuine, valid, or conforming to established law, codes, customs, or standards of conduct.

Legitimate:Acceptable or recognized as genuine, valid, or conforming to established law, codes, customs, or standards of conduct.

Abet:To assist, aid or help

Abet:To assist, aid or help

Collude:To conspire or plot

Collude:To conspire or plot

Accurate:Factual, truthful and precisely conforming to an objective standard ascertained through due diligence; fulfils the applicable accounting, record keeping, and / or regulatory requirements.

Accurate:Factual, truthful and precisely conforming to an objective standard ascertained through due diligence; fulfils the applicable accounting, record keeping, and / or regulatory requirements.

Internal control:Systematic measures tosafeguard company assets,proprietary informationand resources; deter anddetect errors, fraud, and theft;and ensure adherenceto policies and plans.

Internal control:Systematic measures tosafeguard company assets,proprietary informationand resources; deter anddetect errors, fraud, and theft;and ensure adherenceto policies and plans.

Improper payment, commission or bribing:Something given or taken with an intention to influence or to induce the conduct or judgment of the person receiving it; and may include kickbacks, and slush funds, used specifically to obtain something to which one does not have a right.

Improper payment, commission or bribing:Something given or taken with an intention to influence or to induce the conduct or judgment of the person receiving it; and may include kickbacks, and slush funds, used specifically to obtain something to which one does not have a right.


Equal-opportunities Employer• Clause 4

What's the Change?

1. Opportunities to all employees and qualified applicants without regard to sexual orientation, ethnic origin

2. Replaced, sexual harassment with all forms of harassment

3. HR policies to promote diversity and equality in workplace

4. Respect for privacy & right to be heard


Clause 4: Equal-opportunities EmployerA 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, gender, sexual orientation, age, nationality, ethnic origin or disability. Human resource policies shall promote diversity and equality in the workplace, as well as compliance with all local labour laws, while encouraging the adoption of international best practices. Employees of a Tata company shall be treated with dignity and in accordance with the Tata policy of maintaining a work environment free of all forms of harassment, whether physical, verbal or psychological. Employee policies and practices shall be administered in a manner consistent with applicable laws and other provisions of this Code, respect for the right to privacy and the right to be heard, and that in all matters equal opportunity is provided to those eligible and decisions are based on merit.

Ethnic Origin:Place of birth or lineage to distinctive cultural traditions of a country or people sharing a common language

Ethnic Origin:Place of birth or lineage to distinctive cultural traditions of a country or people sharing a common language

Diversity:A mixed workforce varied on the basis of heterogeneity in age, background, ethnicity, physical abilities, sex, and other attributes that is capable of providing a wide range of abilities, experience,knowledge, and strengths.

Diversity:A mixed workforce varied on the basis of heterogeneity in age, background, ethnicity, physical abilities, sex, and other attributes that is capable of providing a wide range of abilities, experience,knowledge, and strengths.

All forms of harassment:To disturb or bother with worries, cares or the like, disrespect to human dignity, unacceptable behavior, discrimination. Harassment would include physical, sexual or mental harassment.

All forms of harassment:To disturb or bother with worries, cares or the like, disrespect to human dignity, unacceptable behavior, discrimination. Harassment would include physical, sexual or mental harassment.

Equality:Principle of non-discrimination which emphasises equal opportunities, irrespective of age, race, sex, religion, political association, ethnic origin, or any other individual or group characteristic .

Equality:Principle of non-discrimination which emphasises equal opportunities, irrespective of age, race, sex, religion, political association, ethnic origin, or any other individual or group characteristic .


Integrity of Data FurnishedClause 24

What's the Change?

1. Employee shall be entirely responsible in ensuring that the confidentiality of data is retained and in no circumstance transferred outside, in the course of normal operations, without the express approval of the management


Clause 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/her to the company. He/she shall be entirely responsible in ensuring that the confidentiality of all data is retained and in no circumstance transferred to any outside person/party in the course of normal operations without the express guidelines from or, approval of the management.

Entirely responsible:

Solely and completely responsible

Entirely responsible:

Solely and completely responsible


Reporting ConcernsClause 25What's the Change?

1. Third-party ethics helpline for reporting concerns.2. Report misconduct, act of misdemeanour or act not

in the company’s interest. 3. Such reporting shall be made available to suppliers

and partners, too. 4. Any Tata employee can choose to make a protected

disclosure under the whistleblower policy of the company. Such a protected disclosure shall be forwarded, when there is reasonable evidence to conclude that a violation is possible or has taken place.

5. The company shall ensure protection to the whistleblower and any attempts to intimidate him / her would be treated as a violation of the Code


Clause 25: Reporting Concerns

Every employee of a Tata company shall promptly report to the management, and / or third-party ethics helpline, 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 the company’s interest. Such reporting shall be made available to suppliers and partners, too. Any Tata employee can choose to make a protected disclosure under the whistleblower policy of the company, providing for reporting to the chairperson of the audit committee of the board of directors or specified authority. Such a protected disclosure shall be forwarded, when there is reasonable evidence to conclude that a violation is possible or has taken place, with a covering letter, which shall bear the identity of the whistleblower. The company shall ensure protection to the whistleblower and any attempts to intimidate him / her would be treated as a violation of the Code

Protected disclosure:

Any communication made in good faith under the Whistle Blower Policy that discloses or demonstrates information that may evidence unethical or improper activity or any violation of the Code.

Protected disclosure:

Any communication made in good faith under the Whistle Blower Policy that discloses or demonstrates information that may evidence unethical or improper activity or any violation of the Code.

Whistleblower policy:

Policy which serves to protect whistleblowers from being penalised for reporting concerns and possibleviolations of the Code.

Whistleblower policy:

Policy which serves to protect whistleblowers from being penalised for reporting concerns and possibleviolations of the Code. Third-party ethics helpline:

The helpline or assistance window provided by a third party to resolve/address issues, complaints or queries raised by employees of Tata company in accordance with the code of ethics adopted by the relevant Tata company, maintaining confidentiality

Third-party ethics helpline:

The helpline or assistance window provided by a third party to resolve/address issues, complaints or queries raised by employees of Tata company in accordance with the code of ethics adopted by the relevant Tata company, maintaining confidentiality

Protection to the whistleblower:

The obligation of the Tata company to ensure confidentiality of the identity of the whistleblower and to provide support to him/her in providing evidence in support of his complaints/ allegations and to ensure that he/she is protected against threats or similar abuse of power or unfair treatment by the management or other employees of the relevant Tata company

Protection to the whistleblower:

The obligation of the Tata company to ensure confidentiality of the identity of the whistleblower and to provide support to him/her in providing evidence in support of his complaints/ allegations and to ensure that he/she is protected against threats or similar abuse of power or unfair treatment by the management or other employees of the relevant Tata company

Event of misconduct, act of misdemeanour:

Unlawful or improper behavior such as dereliction of duty, offense under law.

Event of misconduct, act of misdemeanour:

Unlawful or improper behavior such as dereliction of duty, offense under law.

NR Ethics Meet- 26th Feb‘09

Thank You

Tata Housing Development Corporation, Mumbai

Documents

SR Ethics Meet- 3 rd March ‘09 Tata Code of Conduct National interest Financial reporting & records Competition Equal-opportunities employer