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CMC
abides by the Tata Code of Conduct in
all its business dealings with government
organisations, partners, employees, customers,
vendors and the larger community. All
employees of the company are expected
to adhere to the following tenets of the
code:
National
interest
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A
Tata company shall be committed in
all its actions to benefit the economic
development of the countries in which
it operates, and shall not engage
in any activity that would adversely
affect such objectives. 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. |
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A
Tata 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.
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Financial
reporting and records
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A
Tata 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. |
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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 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. |
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Any
wilful material misrepresentation
of and/or misinformation on the financial
accounts and reports shall be regarded
as a violation of the code, apart
from inviting appropriate civil or
criminal action under the relevant
laws. |
Competition
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A
Tata company shall fully strive for
the establishment and support of a
competitive open market economy in
India and abroad and shall cooperate
in the efforts to promote the progressive
and judicious liberalisation of trade
and investment by a country. |
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Specifically,
a Tata company shall not engage in
activities which generate or support
the formation of monopolies, dominant
market positions, cartels and similar
unfair trade practices. |
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A
Tata 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
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A
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,
sex, age, nationality, disability
and veteran status. |
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Employees
of a Tata company shall be treated
with dignity and in accordance with
the Tata policy to maintain a work
environment free of sexual harassment,
whether physical, verbal or psychological. |
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Employee
policies and practices shall be administered
in a manner that would ensure that
in all matters equal opportunity is
provided to those eligible and the
decisions are merit-based. |
Gifts
and donations
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A
Tata 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 favours for the conduct
of its business. |
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However,
a Tata company and its employees may
accept and offer nominal gifts, which
are customarily given and are of commemorative
nature for special events. |
Government
agencies
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A
Tata 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 favourable
performance of official duties. |
Political
non-alignment
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A
Tata company shall be committed to
and support a functioning democratic
constitution and system with a transparent
and fair electoral system in India. |
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A
Tata 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
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A
Tata 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. |
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A
Tata company shall be committed to
prevent the wasteful use of natural
resources and minimise 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
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A
Tata company shall be committed to
supply 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. |
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The
quality standards of the company's
goods and services should at least
meet the required national standards
and the company should endeavour to
achieve international standards. |
Corporate
citizenship
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A
Tata 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. |
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Such
social responsibility would comprise:
to initiate and support community
initiatives in the field of community
health and family welfare, water management,
vocational training, education and
literacy and encourage application
of modern, scientific, and managerial
techniques and expertise. This will
be reviewed periodically in consonance
with national and regional priorities.
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The
company would also not treat these
activities as optional ones but would
strive to incorporate them as an integral
part of its business plan. The company
would also encourage volunteering
amongst its employees and help them
to work in the communities. |
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Tata
companies are encouraged to develop
social accounting systems and to carry
out a social audit of their operations.
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Cooperation of Tata companies
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A
Tata company shall cooperate with
other Tata companies by sharing physical,
human and management resources as
long as this does not adversely affect
its business interests and shareholder
value. |
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In
the procurement of products and services
a Tata company shall give preference
to another Tata company as long as
it can provide these on competitive
terms relative to third parties. |
Public
representation of the company and the group
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A
Tata company honours 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 Tata company or
the Tata group shall be represented
only by specifically authorised directors
and employees. It will be the sole
responsibility of these authorised
representatives to disclose information
on the company. |
Third-party
representation
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Parties
which have business dealings with
the Tata group but are not members
of the group such as consultants,
agents, sales representatives, distributors,
contractors, suppliers, etc. shall
not be authorised to represent a Tata
company if their business conduct
and ethics are known to be inconsistent
with the code. |
Use
of the Tata brand
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The
use of the Tata name and trademark
owned by Tata Sons shall be governed
by manuals, codes and agreements to
be issued by Tata Sons. The use of
the Tata brand is defined in and regulated
by the Tata Brand Equity and Business
Promotion agreement. |
Group
policies
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A
Tata company shall recommend to its
board of directors the adoption of
policies and guidelines periodically
formulated by Tata Sons. |
Shareholders
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A
Tata company shall be committed to
enhance shareholder value and comply
with all regulations and laws that
govern shareholders' rights. |
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The
board of directors of a Tata 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. |
Ethical conduct
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Every
employee of a Tata company, which
shall include whole-time directors
and the managing director, shall deal
on behalf of the company with professionalism,
honesty, 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. |
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Every
employee shall be responsible for
the implementation of and compliance
with the code in his professional
environment. Failure to adhere to
the code could attract the most severe
consequences including termination
of employment. |
Regulatory
compliance
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Every
employee of a Tata company shall,
in his business conduct, comply with
all applicable laws and regulations,
both in letter and in spirit, in all
the territories in which he 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
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An
employee of a Tata 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
such prior approval must be obtained
from the board of directors of the
company. |
Conflict
of interest
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An
employee of a Tata 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,
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an
employee of a Tata company engages
in a business, relationship
or activity with anyone who
is party to a transaction with
his company; |
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an employee is in a position
to derive a personal benefit
or a benefit to any of his relatives
by making or influencing decisions
relating to any transaction;
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an
independent judgement of the
company's or group's best interest
cannot be exercised. |
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The
main areas of such actual or potential
conflicts of interest would include the
following:
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Financial
interest of an employee of a Tata
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 Tata
company. (The ownership of up to 1%
of the subscribed share capital of
a publicly held company shall not
ordinarily constitute a financial
interest for this purpose.) |
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An employee of a Tata company conducting
business on behalf of his company
or being in a position to influence
a decision with regard to his company's
business with a supplier or customer
of which his relative is a principal,
officer or representative, resulting
in a benefit to him or his relative. |
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Award
of benefits such as increase in salary
or other remuneration, posting, promotion
or recruitment of a relative of an
employee of a Tata company where such
an individual is in a position to
influence the decision with regard
to such benefits. |
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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.
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Notwithstanding
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 company. |
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Every employee who is required to
make a disclosure as mentioned above
shall do so, in writing, to his immediate
superior who shall forward the information
along with his 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. |
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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 would
take a serious view of the matter
and consider suitable disciplinary
action against the employee. |
Securities
transactions and confidential information
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An
employee of a Tata company and his
immediate family shall not derive
any benefit or assist others to derive
any benefit from the access to and
possession of information about the
company or the group, which is not
in the public domain and thus constitutes
insider information. |
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An
employee of a Tata 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
Tata company on which such insider
information has been obtained. |
Such
insider information might include the following:
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acquisition
and divestiture of businesses or business
units |
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financial
information such as profits, earnings
and dividends |
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announcement
of new product introductions or developments |
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asset
revaluations |
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investment
decisions/plans |
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restructuring
plans |
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major
supply and delivery agreements |
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raising
finances |
Protecting
company assets
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The
assets of a Tata company should not
be misused but employed for the purpose
of conducting the business for which
they are duly authorised. These include
tangible assets such as equipment
and machinery, systems, facilities,
materials, resources as well as intangible
assets such as proprietary information,
relationships with customers and suppliers,
etc. |
Citizenship
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An
employee of a Tata company shall in
his 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
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Every
employee of a Tata company shall ensure,
at all times, the integrity of data
or information furnished by him to
the company. |
Reporting
concerns
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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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