Code of Conduct
National Interest
A Deore company shall be committed in all its actions to benefit the
economic development of the countries in which it operates. It shall not
engage in any activity that adversely affects such an 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 Deore 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.
Financial
Reporting and Records
A Deore 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 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 on the financial accounts and
reports shall be regarded as a violation of this code, apart from
inviting appropriate civil or criminal action under the relevant laws.
Competition
A Deore company shall fully strive for the establishment and support of
a competitive, open market economy in India and abroad, and shall
cooperate in efforts to promote the progressive and judicious
liberalization of trade and investment by a country. Specifically, a
Deore company shall not engage in activities that generate or support
the formation of monopolies, dominant market positions, cartels and
similar unfair trade practices.
A Deore 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.
Equal-Opportunities Employer
A Deore Company shall provide equal opportunities to all its employees and
all qualified applicants for employment, without regard to their race,
caste, religion, color, ancestry, marital status, sex, age, nationality and
disability. Employees of a Deore company shall be treated with dignity and
in accordance with the Deore policy of maintaining a work environment free
of sexual harassment, whether physical, verbal or psychological.
Employee policies and practices shall be administered in a manner that
ensures that in all matters equal opportunity is provided to those eligible
and that decisions are based on merit.
Gifts and Donations
A Deore 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 favors for the conduct of its business.
Government Agencies
A Deore 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 favorable performance of official duties.
Political Non-Alignment
A Deore company shall be committed to and support a functioning
democratic constitution and system with a transparent and fair electoral
system in India. A Deore company shall not support, directly or
indirectly, any specific political party or candidate for political
office. The company shall not offer or give any company funds or
property as donations, directly or indirectly, to any specific political
party, candidate or campaign.
Health, Safety and Environment
A Deore 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 Deore company shall be committed to prevent
the wasteful use of natural resources and minimize any hazardous impact
of the development, production, use and disposal of any of its products
and services on the ecological environment.
Quality of Products and Services
A Deore company shall be committed to supplying goods and services of the
highest quality standards, backed by efficient after-sales service
consistent with the requirements of the 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
Endeavor to achieve international standards.
Corporate Citizenship
A Deore 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: initiating and supporting
initiatives in the field of community health and family welfare, water
management, vocational training, education and literacy, and encouraging the
application of modern scientific and managerial techniques and expertise.
This will be reviewed periodically in consonance with national and regional
priorities.
The company shall also not treat these activities as optional ones, but
shall strive to incorporate them as integral part of its business plan. The
company shall also encourage volunteering among its employees and help them
to work in the community. Deore companies are encouraged to develop social
accounting systems and to carry out social audits of their operations.
Public Representation of the Company and the Group
A Deore company shall honor 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 Deore company 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 or the
group.
Third-party Representation
Parties which have business dealings with the Deore company but are not
members of the company, such as consultants, agents, sales representatives,
distributors, contractors, suppliers, etc. shall not be authorized to
represent a Deore company if their business conduct and ethics are known to
be inconsistent with this code.
Use of the Deore Brand
The use of the Deore name and trademark owned by Deore Consultancy Services
shall be governed by manuals, codes and agreements issued by Deore
Consultancy Services. The use of the Deore brand is defined in and regulated
by the Deore Brand Equity & Business Promotion Agreement.
Ethical Conduct
Every employee of a Deore company, including whole-time directors and the
managing director, shall deal on behalf of the company with professionalism,
honesty and 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.
Group Policies
A Deore company shall recommend to its board of directors the adoption of
policies and guidelines periodically formulated by Deore Consultancy
Services.
Shareholders
A Deore 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 Deore 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.
Every employee shall be responsible for the implementation of and
compliance with this code in his or 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 Deore company shall, in his or her business
conduct, comply with all applicable laws and regulations, both in letter
and in spirit, in all the territories in which he or she 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.
Concurrent Employment
An employee of a Deore 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 'freelance' services to anyone. In the case of a
whole-time director or the managing director, prior approval must be
obtained for providing such services from the board of directors of the
company.
Conflict of Interest
An employee of a Deore company shall not engage in any business,
relationship or activity which might detrimentally conflict with the
interest of his company or the Group. A conflict of interest, actual or
potential, may arise where, directly or indirectly:
- An employee of a Deore company engages in a business, relationship or
activity with anyone who is party to a transaction with his or her company.
- An employee is in a position to derive a personal benefit or a benefit to
any of his or her relatives by making or influencing decisions relating to any
transaction;
- 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 Deore 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
Deore company. (The ownership of up to 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 Deore company conducting business on behalf of his or her
company, or being in a position to influence a decision with regard to his or
her company's business with a supplier or customer of which his or 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 Deore company, where
such an 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.
Not withstanding 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 or her company.
Every employee who is required to make a disclosure as mentioned above shall do
so, in writing, to his or her immediate superior, who shall forward the
information along with 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/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 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, the management shall take a
serious view of the matter and consider suitable disciplinary action against the
employee.
Securities transactions and confidential information An employee of a Deore
company and his or her immediate family shall not derive any benefit or assist
others to derive any benefit from 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 Deore 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 Deore 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.
Protecting Company Assets
The assets of a Deore company shall not be misused but shall be employed 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 and resources as well as intangible assets such as proprietary
information, relationships with customers and suppliers, etc.
Citizenship
An employee of a Deore company shall in his or 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 Deore company shall ensure, at all times, the integrity of
data or information furnished by him or her to the company.
Reporting Concerns
Every employee of a Deore company shall promptly report to the management any
actual or possible violation of this code, or an event he or she becomes aware
of that could affect the business or reputation of his/her or any other Deore
company.
To know more about the employee guidelines please go through the Employee Manual.
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