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1. |
Preface |
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a) |
The Company
believes in the conduct of the
affairs of its constituents in a
fair and transparent manner by
adopting highest standards of
professionalism, honesty, integrity
and ethical behavior. Towards this
end, the Company has adopted the
Tata Code of Conduct ("the Code"),
which lays down the principles and
standards that should govern the
actions of the Company and their
employees. Any actual or potential
violation of the Code, howsoever
insignificant or perceived as such,
would be a matter of serious concern
for the Company. The role of the
employees in pointing out such
violations of the Code cannot be
undermined. There is a provision
under the Code requiring employees
to report violations, which states:
"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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b) |
Clause 49 of the
Listing Agreement between listed
companies and the Stock Exchanges
has been recently amended which
inter alia, provides for a
non-mandatory requirement for all
listed companies to establish a
mechanism called 'Whistle Blower
Policy' for employees to report to
the management instances of
unethical behavior, actual or
suspected, fraud or violation of the
Company's code of conduct or ethics
policy. |
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c) |
Accordingly,
this Whistle Blower Policy ("the
Policy") has been formulated with a
view to provide a mechanism for
employees of the Company to approach
the Ethics Counsellor / Chairman of
the Audit Committee of the Company. |
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2. |
Definitions
The definitions of some of the
key terms used in this Policy are
given below. Capitalized terms not
defined herein shall have the
meaning assigned to them under the
Code. |
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a) |
"Audit
Committee" means the Audit Committee
constituted by the Board of
Directors of the Company in
accordance with Section 292A of the
Companies Act, 1956 and read with
Clause 49 of the Listing Agreement
with the Stock Exchanges. |
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b) |
"Employee" means
every employee of the Company
(whether working in India or
abroad), including the Directors in
the employment of the Company |
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c) |
"Code" means the
Tata Code of Conduct |
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d) |
"Investigators"
mean those persons authorized,
appointed, consulted or approached
by the Ethics Counsellor/Audit
Committee and include the Vigilance
Dept, auditors of the Company and
the police. |
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e) |
"Protected
Disclosure" means any communication
made in good faith that discloses or
demonstrates information that may
evidence unethical or improper
activity. |
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f) |
"Senior
Management" means personnel of the
company who are members of its
management/ operating council (i.e.
core management team excluding
independent directors). This would
also include all members of
management one level below the
executive directors. |
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g) |
"Subject" means
a person against or in relation to
whom a Protected Disclosure has been
made or evidence gathered during the
course of an investigation. |
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h) |
"Whistle Blower"
means an Employee making a Protected
Disclosure under this Policy. |
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i) |
“Whistle
Blower Protection Committee” means a
Committee constituted under the
Chairmanship of Dy. Managing
Director (Corporate Services) to
examine the grievances of Whistle
Blower about the victimization
allegedly suffered by him/her. |
