CODE OF BUSINESS ETHICS
FOR THE DIRECTORS AND EMPLOYEES
1. The ethics vision:
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As organisations grow, they tend to change in complexity, diversity and size. They also tend to adapt themselves to the changing environment and strive to acquire the required flexibilities so that they can continue to successfully implement their objectives. While doing so, it is imperative that organisations hold constant the centrality of their purpose, values and principles. This effort requires the Directors on the Board, who are responsible for ensuring good governance and providing strategic leadership, and the officers and employees , who are responsible for implementation, to deliver organisational performance with due conformance. |
2. Requirements for ethics under the Companies Act 2013:
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While due conformance involves a commitment of the organisation to run its businesses in a legal, ethical and transparent manner, much of what constitutes conformance has to be voluntary. This is the spirit with which this document on code of business ethics has been prepared. Additionally, the Companies Act, 2013 requires certain companies to have independent directors on its Board and the code for independent directors is spelt out in Schedule IV of the Act. Amongst other requirements, this code states that: »A duty of the independent director shall be to report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy, and; »The appointment of independent directors shall be formalized through a letter of appointment, which shall set out the code of business ethics that the company expects its directors and employees to follow. |
3. Scope:
| 3.1 | This code of business ethics will apply to all the directors and employees of Indian Immunologicals Limited. |
4. Definitions:
| 4.1 | "Code of Business Ethics (CBE)” means the ethics policy (policy in short) and the code of conduct (conduct in short) as set out from paragraph 5. |
| 4.2 | "Code of conduct (conduct in short)” means the behaviour and actions, which demonstrate the alignment and adherence of employees and directors to the ethics policy. |
| 4.3 | "Company” means Indian Immunologicals Limited. |
| 4.4 |
"Competent Authority” in relation to: • Any director, or in respect of any matter concerning thereto, means the Board of Directors. • Any employee, not being a whole-time Director of the Company, means the Managing Director or any other Authority to whom the Board of Directors or the Managing Director has delegated the powers. |
| 4.5 | “Director” means a director as defined in the Companies Act and includes independent directors and whole-time directors. The ethics policy and the code of conduct as applicable to employees will apply, mutatis mutandis, to each director unless specifically excluded. |
| 4.6 | “Employee” means an employee of the Company. |
| 4.7 | “Ethics policy (policy in short)” means the Company’s policy that forms the basis for setting out the code of conduct. |
| 4.8 | “Fraud” includes any act, omission, concealment of any fact or abuse of position committed by any person or any other person with the connivance in any manner, with intent to deceive, to gain undue advantage from, or to injure the interests of, the company or its shareholders or its creditors or any other person, whether or not there is any wrongful gain or wrongful loss. |
| 4.9 | “Unethical behaviour” means any behaviour by a director or an employee that may be contrary to the ethics policy or the code of conduct. |
| 4.10 | “Violation” means any action by a director or an employee that disrespects or goes against the ethics policy or the code of conduct, which may or may not harm Company’s interest. |
5. Ethics overview
| Policy | 5.1 | The Company’s actions will always be rooted in its ethics vision described in paragraph 1 and the requirements for ethics under the Companies Act 2013, described in paragraph 2. |
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| 5.2 | The Company’s vision is to be a leading global animal health player and among the top five bio-pharmaceutical companies in India, driven by excellence in innovation and service to society. | |
| 5.3 | The Company’s core values are being ethical, committed to quality and customer service, integrity and respect and care for employees. | |
| Conduct | 5.4 | The directors and employees of the Company will always conduct themselves in a manner that re-affirms and upholds the ethics overview policy and pressures to act contrary are always resisted. |
| 5.5 | If there is a conflict of interest between the ethics policy and any business objective, each employee and director will be obligated to ensure that only the former will prevail. | |
| 5.6 | No employee will act in a manner so as to discourage her/ his colleagues and/ or subordinates from raising their concerns about ethical conduct. |
6. Compliance with the law
| Policy | 6.1 | Regardless of difficulty or cost, compliance with all domestic laws, as also international laws (wherever applicable), and applicable rules and regulations is of paramount importance. |
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| Conduct | 6.2 | Every employee will familiarise herself/ himself with all relevant matters related to compliance with the law in her or his area of operations, both in letter and spirit. |
| 6.3 | In the performance of work and duty, each employee will have an obligation to ensure full compliance with the law as also immediately bring to the management’s attention, any deviation(s) or issue(s) in compliance. |
7. Fiduciary responsibility
| Policy | 7.1 | The Company and its employees will have a fiduciary relationship. This will include, but not be limited to, the employee’s loyalty to the Company’s interests at all times. |
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| Conduct | 7.2 | Every employee will always act with integrity, fairness, respect for others and report information to her/ his superiors truthfully without misrepresentation or manipulation. |
| 7.3 | Each employee will work with diligence, professionalism and to her/ his fullest ability to meet the expectations of the Company and make decisions solely on merit and in the Company’s interest and use or cause to use Company’s resources efficiently, effectively and economically. | |
| 7.4 | Each employee will be obligated to ensure reasonable and adequate care while performing actions for and on behalf of the Company so that any such action is indeed in the interests of, and to the advantage of, the Company. | |
| 7.5 | Every employee will, upon appointment, commit herself/ himself to full adherence and compliance to this code of business ethics (including any revised version in the future) by reading and fully understanding the document and its contents and conveying acceptance in writing with signature. This requirement will be in addition to the written acceptance of the terms and conditions of appointment. | |
| 7.6 | Every employee will strictly follow the prescribed dress code while on duty and conduct herself/ himself in a manner befitting the image of the Company. | |
| 7.7 | Every employee will maintain discipline in the discharge of his duties and implement all lawful orders duly communicated to him. | |
| 7.8 | No employee will take up any other form of employment, business, consultancy or association, whether with or without remuneration. This will not apply if the employee is nominated by the Company to Boards of other companies or of Government committees or membership of professional bodies. | |
| 7.9 | Every employee will declare any private interest(s) relating to her / his duties and take steps to resolve any conflicts in a way that protects the Company’s interest. | |
| 7.10 | An employee may associate herself/ himself with social activities as long as it is not contrary to the interests of the Company and does not affect her/ his work and with the prior approval of the Competent Authority. | |
| 7.11 | Every employee will ensure that she/ he does not place herself/ himself under any financial or other obligations to any individual or organisation that may influence him in the performance of his official duties. | |
| 7.12 | Every employee will be obligated to actively report any fraud committed in the Company or any fraud committed against the Company. |
8. Political non-alignment
| Policy | 8.1 | The Company will not, overtly or covertly, support any political party or political interest groups, as also not contribute funds in cash or kind to political parties or candidates. |
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| Conduct | 8.2 | Each employee will be apolitical in the discharge of his/her duties and not let political ideologies to colour views or influence actions. |
| 8.3 | Every employee will also desist from criticizing governments and from participation in public demonstrations. |
9. Human rights
| Policy | 9.1 | The Company is committed to ensuring that its employees are treated with dignity and not subject to any form of abuse – mental or physical. |
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| 9.2 | The Company is committed to providing a healthy and safe working environment. | |
| Conduct | 9.3 | Each employee will be obligated not to make any discrimination on the basis of another employee’s (or applicant’s) religion, nationality, race, colour, age, caste, gender, sexual orientation or disability. |
| 9.4 | Each employee will uphold affirmative action(s) on protection of women at the work place against any form of harassment, sexual advances or sexual suggestions. Likewise there will be zero tolerance to the direct or indirect use of child labour. | |
| 9.5 | Each employee will uphold affirmative action to create work environment(s) that are safe and healthy to its employees. | |
| 9.6 | Each employee will be obligated to immediately report and/ or escalate any instance where adequate protection may not have been provided to any employee operating in a work environment that may have a potential hazard. | |
| 9.7 | No employee will smoke in any work place, save in a clearly demarcated smoking zone. | |
| 9.8 | No employee will bring alcohol to any work place or consume alcohol at any work place or come to any work place after having consumed alcohol. This will apply equally for any official function or official event that may be held at the work place or outside the work place. | |
| 9.9 | Any employee dealing with any delinquency or violation of conduct by another employee will be obligated to ensure due respect to the privacy of the affected employee and in maintaining confidentiality in the grievance redressal process. |
10. Quality
| Policy | 10.1 | The Company places a high emphasis on quality in its product, services, processes and outcomes, all through the value chain. The Company encourages continuous effort to raise the quality bar and match established world-class quality norms. |
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| Conduct | 10.2 | Each employee must actively report, and escalate if necessary, any gap(s) in skill(s) or knowledge that impedes her/ him to strictly adhere to all work and quality protocols without resorting to deviations and/ or short cuts. |
| 10.3 | Each employee is obligated to escalate any skill-knowledge gap issue that has not been addressed by her/ his reporting officer through appropriate training or re- training as the case may be. |
11. Respect for the environment
| Policy | 11.1 | The Company places high importance on sustainable development and discourages abuse or wastage of natural resources or damage to the flora, fauna and the environment. |
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| Conduct | 11.2 | In addition to complying with applicable laws and regulations relating to the environment, each employee will be obligated to be fully aware of the Company’s concern for environment and participate whole-heartedly in facilitating environmentally sustainable development. |
12. Business dealings and conflict of interest
| Policy | 12.1 | The Company subscribes to healthy competition in the markets where it operates and discourages restrictive trade practices, abuse of dominant market positions and collusion with competitors to the detriment of the customers. |
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| 12.2 | The Company believes in procurement (purchase) policies that are based on the principles of fairness and transparency and objective criteria such as product suitability, quality, price competitiveness, delivery, adherence to schedules and other measurable and actionable commercial conditions. | |
| Conduct | 12.3 | In all business dealings for and on behalf of the Company, each employee will act solely in the interest of the Company. |
| 12.4 | Every employee will be obligated to ensure that the representation of products and services is always truthful and without distortion. | |
| 12.5 | Each employee will be obligated to ensure that procurement of orders is without inducement, bribery, fraud or other illegal means | |
| 12.6 | Each employee will ensure that suppliers and contractors are treated with respect, fairness and without intimidation | |
| 12.7 | Each employee must ensure that every business associate provides adequate information and documentation that will validate the business associate observing all legal requirements | |
| 12.8 | Each employee responsible for processing bills and making payments to suppliers, contractors and other service providers will be obligated to ensure that the processes are carried out with integrity and there is no undue or deliberate delay in making prompt and timely payments as per the terms of the contract. | |
| 12.9 | Every employee will desist from receiving gifts from any entity or person who is having business dealings with the Company or from any other third party who is having any business relations with the Company. If it is required that any such gift should be accepted so as to respect local customs and protocol then the employee will have to make a report to the Competent Authority. All such gifts, whose value exceeds Rs.5,000/- each must be handed over to the Company. | |
| 12.10 | Any money offered to an employee, for whatever reason, by any entity or person who is having business dealings with the Company is akin to receiving a bribe and must always be declined by every employee. | |
| 12.11 | If an employee receives any gift from a person or third party other than his relatives and friends, not having business dealings with the Company and is completely unrelated to the Company and it exceeds a nominal value (given the standard of living of the employee, and in any case not exceeding Rs.5000/-), then in all such cases the employee will have to make a report to the Competent Authority. | |
| 12.12 | No employee will solicit donations to any organisation, including an organisation that the employee may support. | |
| 12.13 | No employee will accept any kind of entertainment or hosting of a meal by any third party or business associate beyond normally acceptable business norms or customary practice. | |
| 12.14 | In the case of any conflict of interest while dealing with suppliers, contractors or agents, should there be a past relationship with these parties either directly or indirectly or because the party is an ex-employee, the employee will be obligated to bring the matter to the notice of the Competent Authority through a written disclosure. | |
| 12.15 | In the case of potential conflict of interest, the employee must seek to be recused from the transaction and/ or relationship and notify the Competent Authority accordingly. |
13. Confidentiality of information and protection of IPR
| Policy | 13.1 | The Company places great value on the confidentiality of Company’s information and information obtained during the course of its business with other collaborators and stakeholders. These include, but are not limited to, technical documents, business documents, market information and intellectual property rights where unauthorized use or disclosure to third parties will jeopardize the business interests of the Company. |
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| 13.2 | Company’s information and intellectual property will be protected and kept secure at all times. Due care and caution will be exercised before information or intellectual property is shared with any third party. | |
| 13.3 | The Company will share information with shareholders, media, public authorities and third parties only through its authorised officers, who are specifically designated for this purpose. | |
| 13.4 | The Company will be well within its rights to monitor content of information exchange inside and outside the Company as a part of its information security policy. | |
| Conduct | 13.5 | Every employee will be obligated to limit any kind of confidential information strictly to the defined ‘need to know’ group within the Company. |
| 13.6 | Every employee is prohibited from disclosing to any shareholders, public authorities, vendors, contractors, customers or any third party any Company’s confidential information, including but not limited to information gained in course of employment/ association with the Company, costs, prices, commercial bids or any other sensitive information unless and until specifically and expressly authorised so to do. | |
| 13.7 | An employee may share non-confidential information with any third party only where it is expressly integral to the duties and responsibilities of the employee to do so and she/ he has been delegated the necessary powers for the purpose. Also, in every such instance the employee will take care to share information that is strictly limited to the extent of the ordinary requirement of that transaction. | |
| 13.8 | Every employee is prohibited from indulging in any kind of insider trading or providing any kind of price sensitive information to any person where it could impact the market price(s) or valuation of the Company’s stock or securities. | |
| 13.9 | Every employee is prohibited from using her/ his position directly or indirectly to secure employment or contracts for family members, relatives and friends; or in firms that such members are employed. The employee will need to disclose to the Competent Authority such relationships in the firms that the Company deals with. | |
| 13.10 | No employee will share any information related to the Company or any activity related to the Company with the media unless expressly and specifically authorised to do so. | |
| 13.11 | Every employee is obligated to report to the Competent Authority and/ or help identify any violation of confidentiality in information and breach of IPR. | |
| 13.12 | An employee will share information with third parties - distributors, dealers, suppliers, contractors and collaborators – only where she/ he is expressly authorised to do so and after ensuring that adequate non-disclosure and confidentiality agreement(s) have been signed before such information is shared | |
| 13.13 | Employee(s) responsible for executing non-disclosure and confidentiality agreements will immediately report to the competent, in writing, any misuse or incorrect use by the third party of the Company’s intellectual property in the form of trademarks, designs or make representations and will facilitate action(s) to ensure appropriate correction mitigation. | |
| 13.14 | Any employee who discovers that any third party has made disclosures in violation of the non-disclosure and confidentiality agreement(s) or has breached such agreement(s) will be obligated to immediately report the matter, in writing, to the Competent Authority |
14. Company’s assets
| Policy | 14.1 | Assets are the wealth of the Company. They include tangible assets such as plant and machinery, buildings, vehicles, computer systems, materials of all types, as also intangible assets such as information, intellectual property in patents, trademarks, designs, copyright and trade secrets. Employees and Directors are the custodians of this wealth and have to use them with care. |
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| Conduct | 14.2 | Employees will be responsible for the proper upkeep of each and every asset of the Company and ensure adequate precaution is taken so that it is not damaged. Also, employees will be responsible to ensure that every asset is used only for Company’s purposes in a judicious manner. |
| 14.3 | Except where it has been specifically authorized by the Company - and within such limits and such other considerations as may be prescribed - no employee will use any asset of the Company for any personal purpose. |
15. Review
| Policy | 15.1 | The Company will appoint an Ethics Officer, who will report directly to the Managing Director and to whom any employee can straightaway report any deviation(s) or violation(s). The Ethics officer would also be responsible for facilitating progressive improvements in the code of business ethics. |
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| Conduct | 15.2 | The Company will provide the option to all employees to opt for making a protected disclosure of frauds under the whistle blower policy of the Company. |
| 15.3 | If a Non-executive Director fails to adhere to the code of business ethics then the Board of Directors shall initiate appropriate action. If an employee (other than Non-executive Director) fails to adhere to the code of business ethics then it will invite disciplinary action depending on the gravity of the offence and would include termination from service. | |
| 15.4 | In addition, wherever applicable and warranted, civil or criminal proceedings may also be initiated. | |
| 15.5 | In case of an employee (other than Non-executive Director) the Company’s Conduct, Discipline and Appeal Rules (CDA), or equivalent procedure(s), would provide guidance on specific misconduct(s), the process of initiating disciplinary action against errant employees, determination of misconduct(s) and the applicable penalty (ies). Employees would be expected to familiarise themselves with the Company’s CDA, or equivalent procedures. |