INTEGRACE PVT LTD
CODE OF CONDUCT
Integrace Pvt Ltd (IPL) has, from the outset stated that honesty and integrity are essential in all our relationships and will never be compromised.
This principle, and the express standards and procedures set forth in this Code, are designed to promote:
- honest and ethical conduct, integrity in all dealings and compliance with the law;
- full compliance with all regulatory disclosure requirements
- the avoidance of actual or perceived conflicts of interest or, in cases where avoidance is not possible, the appropriate disclosure and the ethical handling of that actual or perceived conflict;
- prompt reporting of any known or reasonably suspected violations of this Code; and,
- accountability for adherence to this Code.
APPLICABILITY:
This Code applies to all directors, officers and employees of IPL. Each director, officer and employee of IPL is hereinafter, referred to as a Covered Person.
Each Covered Person is responsible for understanding and adhering to this Code and
acting in a manner which will result in performance of this Code, including co-operating in any investigation of misconduct. Adherence to this Code and acting in a manner which will result in performance of this Code is a strict condition of continued employment or association with IPL. It is not an excuse for non-adherence that the non-adherence was directed or requested by any other person.
This Code is absolute in principle, but it cannot cover every situation which may arise involving an ethical question or decision. Each Covered Person should constantly ensure that his or her conduct is compliant with the principles enumerated in this Code. In any situation where there is doubt, the Covered Person should discuss the situation with colleagues, supervisors, senior personnel or even a director until he or she is satisfied that all the relevant facts are known and have been considered and that the conduct chosen to be followed in that situation is the conduct prescribed by this Code.
This Code is in addition to IPL’s other policies or codes of business conduct, including its
its Whistleblower policy, Prevention of Sexual Harassment Policy, HR Policy Manual on Work Guidelines, and other policies that may be notified from time-to-time. The Covered Persons should also become familiar with and adhere to those policies and codes.
Each Covered Person owes a duty to IPL to act at all times ethically and with the highest degree of honesty and integrity. Competitive advantage or profit must not besought through unlawful, dishonest or unethical business practices.
Anti-corruption and anti-bribery practices
A company’s integrity is essential for maintaining trustworthiness and reputation. Employees should always do their work fairly, honestly, and legally. Hence, covered persons are bound to stick to anti-corruption and anti-bribery practices while doing business with government offices, services providers, interaction with competitors, international entities, customers etc. The Company adopts a zero- tolerance policy towards corruption and bribery.
Financial Records and Periodic Reports
The disclosure in all reports, documents and communications that IPL is required to file must fully comply with all disclosure requirements as necessitated by regulatory requirements currently in force, for the time being, in India.
To achieve this, IPL will maintain accurate and complete financial, accounting and documentary records, and the Covered Persons involved will maintain and provide full, complete and accurate data and documentation.
Political and religious non alignment
The Company is neutral, politically and religiously, and does not promote any political or religion related matters. The Covered Persons will not display any bias towards a religion or political party, while conducting business with internal or external stakeholders, or acting on the behalf of the company.
General Harassment & Sexual Harassment
This company is committed to providing a work environment free of discrimination and unlawful harassment. Actions, words, jokes, or comments based on an individual’s sex, race, ethnicity, age, religion, or any other legally protected characteristic are not tolerated. Any kind of bullying or harassment in the workplace would be totally unacceptable and subject to action.
Equal Opportunities
Equality of opportunity exists for all job applicants, prospective employees and current workers. The Company is committed to equal opportunities and non-discriminatory procedures and practices.
Brand, Reputation and Social Media Conduct
All covered persons are expected to protect and enhance the brand value and reputation of Integrace everywhere and adhere to the Code of Conduct document. Also, while using any kind of social media whether personally or professionally, covered persons must be aware of the effects of their action and avoid posting harmful, defamatory contents which may affect the reputation of the organization, in any manner. Covered Persons are expected to refer to the “Social Media” section in the HR Policy Manual.
Conflict of Interest
Each Covered Person must be scrupulous in always seeking to avoid any actual, potential or perceived conflict of interest. A conflict of interest occurs or may occur in any situation where a Covered Person has, or may have, a financial or other personal interest (other than solely as a director, officer or employee of IPL) different from, additional
to or beyond solely the interests of IPL. A conflict situation can arise when a director, officer or employee takes actions or has interests that may make it difficult to perform his
or her official duties in relation to IPL objectively. Due to the variety of situations which could give rise to an actual, potential or perceived conflict of interest, every Covered Person should constantly consider whether any actual, potential or perceived conflict exists or may exist.
No gift, entertainment or personal benefit or opportunity should ever be offered, accepted or permitted by a Covered Person in a commercial context or by virtue of the Covered Person’s position or office with IPL, unless it
- is consistent with customary business practices and has no commercial value,
- cannot be construed as a bribe or payoff, and
- does not violate any laws or regulations.
In any event, and for greater certainty, the offer, acceptance or permitting of cash gifts by any Covered Person is prohibited.
Each Covered Person must immediately advise IPL’s Board of Directors in writing, of any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest, and will not take any action to proceed with that transaction or relationship unless and until that action has been approved by IPL’s Board of Directors.
Protection and Proper Use of Corporate Assets
Each Covered Person must act in a manner which protects IPL’s assets and resources and ensures their responsible and efficient use. All assets and resources of IPL must be used for legitimate business purposes (incidental non-material personal use is considered a legitimate business purpose). The obligation to protect IPL’s assets includes its proprietary information. Proprietary information includes, without limitation, intellectual property, such as trade secrets, patents, trademarks and copyrights, business marketing and service plans or ideas, supply chain or distribution plans, product ideas, designs, databases, records, remuneration information, and any unpublished financial data and reports. Unauthorized use or distribution of this information is a violation of this Code. It may also be illegal and may result in civil or criminal penalties.
Confidentiality of Corporate Information
Each Covered Person must maintain the confidentiality of all non-public information relating to IPL, or provided by others to IPL (including by its customers), except when disclosure is properly authorized or legally required. Non-public information that is of no materiality and the disclosure of which would have no impact on IPL or anyone else need not be maintained in confidence, subject to applicable privacy laws. The obligation to preserve the secrecy of non-public information continues even after employment ends. Each Covered Person is prohibited from using or attempting to use non-public information for his or her own, or anyone else’s, personal use, gain or advantage.
Fair Dealing
Each Covered Person must deal honestly, ethically, fairly and in good faith with the shareholders, customers, suppliers, employees, advisors and regulators of IPL. IPL seeks competitive advantage through superior performance, but never through unlawful, dishonest or unethical business practices. No Covered Person will take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.
Protection and Proper Use of Corporate Opportunities
Each Covered Person is prohibited from taking for himself or herself personally, or directing to anyone else, opportunities that are discovered or available by virtue of the Covered Person’s position with IPL or through the use of IPL’s property or information. No Covered Person will use IPL’s property or information or the
Covered Person’s position with IPL for his or her own, or anyone else’s, personal gain, or will compete directly or indirectly in any manner with IPL. Each Covered Person owes a duty to IPL to advance IPL’s legitimate interests when the opportunity to do so arises.
Compliance with Laws, Rules and Regulations
In conducting the business of IPL or otherwise acting as a director, officer or employee of IPL, every Covered Person will comply with all applicable laws, rules and regulations in every jurisdiction in which IPL conducts business. Each Covered Person will acquire sufficient knowledge of the legal requirements relating to his or her duties, to be able to carry out those duties in a legally permissible manner and to recognize when to seek advice on the applicable legal requirements from others with greater expertise.
Reporting of Violations of the Code
The ability of a Covered Person to make reports to CHRO without fear of retribution or retaliation is vital to the successful implementation of this Code. Each Covered Person will promptly report any violation of this Code which is known to or reasonably suspected by that Covered Person, in accordance with IPL’s Whistle blower Policy. Inappropriate delay in reporting a known or reasonably suspected violation is itself a violation of this Code. IPL assures every Covered Person that it will not carry out or, to the fullest extent reasonably within its power, permit any retribution or retaliation of any kind for reports made in good faith regarding known or reasonably suspected violations of this Code.
Accountability and Compliance
The Board of IPL is responsible for monitoring compliance with this Code. Each Covered Person will be held accountable for adherence to this Code. Employees and officers who violate this Code will be subject to disciplinary action, including potential termination of employment, depending on the circumstances. Any violation of this Code by a director will be handled as appropriate in the circumstances.
Waivers
IPL’s Board or one of its committees may grant a specific, limited waiver of
any provision of this Code if it determines, based on information that it deems credible and persuasive, that such a waiver is appropriate under the specific circumstances must be approved in writing by the Board of Directors of the Company or as a part of board minutes. Each fact or situation will be treated as a separate case, so that a decision in one case will have no bearing on another case. In most circumstances it is unlikely that a waiver will be granted. Any waiver granted (or implicit waiver) will be disclosed to the extent required by applicable law.
Review of Code
The code shall be reviewed at such intervals, as is deemed necessary by the Board. Consequent upon any changes in regulatory guidelines, such changes shall be deemed to be a part of the code until the code is reviewed next time.