Introduction
Raymond Limited, its subsidiaries, Joint Ventures and its associate companies (collectively referred to as the Company) consider Corporate Governance as an integral part of good management. The Company has developed a Code of Conduct & Ethics ('Code') to provide general guidance about its expectations and highlight situations that may require particular attention.
This is the first step for you to get clarity on any questions relating to ethical conduct.
Our Code, however, cannot possibly address every situation you may face at work. Therefore, the Code is by no means a replacement for our good judgment. We must remember that each of us is responsible for our own actions and that ethical choice is always the best choice.
Our Code is applicable to all Directors, Employees and Stakeholders (those who work with us) of the Company. The directors and the members of the Senior Management of the Company are additionally required to affirm semi‐annual compliance of this code. For this Code, ‘Senior Management’ would comprise members of the management one level below our directors, including all functional heads.
Please review the entire Code and refer to it whenever you have a question on ethical conduct. If requested to, you shall confirm in writing that you have reviewed the Code and understand and agree to adhere to it.
For any assistance in interpreting the requirements of our Code you may contact your supervisor, CEO (Chief Executive Officer) or the CFO (Chief Financial Officer). CEO & CFO can refer to the Ethics Committee for any clarifications or requirements.
Scope and purpose of this code
In our Code, “we or us” means the Company, our directors, employees and those who work
with us, as the context may require.
Our Code sets out how we behave / conduct business with our employees, or those who work with us, customers, the communities and the environment in which we operate, value-
chain partners (including suppliers and service providers), distributors, sales representatives, contractors, channel partners, consultants, intermediaries and agents, joint-venture partners or other business associates, financial stakeholders, the governments of the countries in which we operate.
We expect those who conduct business with us to be aware that to work with us they need to act in a manner consistent with our Code.
Our Code requires us to act honestly, fairly, ethically and with integrity, conduct oneself in a professional, courteous and respectful manner and not allow their independent judgment to be subordinated.
DUTIES OF INDEPENDENT DIRECTORS
The independent directors shall -
EMPLOYEE
1. An Equal Opportunity Workplace Free of Discrimination or Harassment
We provide equal opportunities based on the merit and business needs.
We are committed to follow fair employment practices that provide equal opportunities to all employees. We do not discriminate or allow harassment based on race, colour, religion, disability, gender, national origin, sexual orientation, gender identity, gender expression or age.
2. Safe Place to Work
To work effectively, all of us need a healthy and safe work environment. We shall not compromise safety in the pursuit of commercial advantage. We shall strive to provide a safe, healthy and clean working environment for our employees and all those who work with us.
3. Dignity and respect
Our leaders shall be responsible for creating a conducive work environment built on tolerance, understanding, cooperation and respect for individual privacy. Everyone in our work environment must be treated with dignity and respect. We do not tolerate any form of harassment, whether sexual, physical, verbal or psychological.
4. Human Rights
We do not employ children or forced labour. We do not confiscate personal documents of our employees or force them to make any payment to us or to anyone else to secure employment with us, or to work with us.
5. Bribery and corruption
Our employees and those representing us, including agents and intermediaries, shall not, directly or indirectly, offer or receive any illegal or improper payments or comparable benefits that are intended or perceived to obtain undue favours.
6. Gifts And Hospitality
Gifts and hospitality are sometimes used in usual course of business. However, if offers of gifts or hospitality (including entertainment or travel) are frequent or of substantial value, they may create the perception of an actual conflict of interest or an ‘illicit payment’. Therefore, gifts and hospitality given or received should be modest in value and appropriate.
7. Moonlighting – Working outside of employment with us
Taking employment, accepting a position of responsibility or running a business outside employment with the company, in your own time, with or without remuneration, could interfere with your ability to work effectively at the Company or create conflicts of interest. Any such activity must not be with any customer, supplier, distributor or competitor of the Company. Our employees must notify and seek prior approval for any such activity as per the ‘Conflicts of Interest’ clause of this Code and in accordance with applicable company policies and relevant laws.
8. Expense claims
Each supervisor, manager, and individual employee has an obligation to each other and to the Company to comply with the business expenses and reimbursement policies and practices. All business-related expense claims must be authorized by your manager before being incurred. Personal expenses will not be reimbursed by the Company.
9. Protection And Proper Use Of Company's Assets
A. Physical Assets
For smooth functioning of your daily business activities, you have been provided with various assets owned by the Company. You are responsible for protecting the assets against theft, misuse or destruction. You are responsible to ensure its efficient use and restrain from using the Company's asset for personal gain.
B. Physical Access Controls
Company have developed procedures governing physical access control and we are responsible to strictly comply with the security policies and protocol of the location of work.
C. Confidential Information
Unless the Company has provided its specific consent, which should preferably be in writing, or there is a legal or professional right or duty to disclose, we are prohibited from disclosing confidential company information. Confidential or proprietary information about clients, Company or other parties, which has been gained through employment or affiliation with the Company, should not be used for personal advantage or for the benefit of third parties.
Our Code sets out the expectations on each of us to safeguard confidential information of the Company and our third parties with the assurance of security, availability, integrity and confidentiality. The Acceptable Usage Policy (issued by Corporate IT) provides the purposes for which the Company IT resources may be legitimately used and our cybersecurity responsibilities.
When we receive information as part of our job, we should not trade with it for our personal benefit. Neither should we pass on the information to friends and family members or indirectly compete with the Company. Information obtained as part of our job should not be taken advantage of even after we leave the organization.
Any incident involving personal data/information (actual or suspected) should be brought to the attention of Business Human Resources Head and Chief Information Officer.
D. Company’s Intellectual Property Rights
The intellectual property (IP) of the Company must be protected as a vital business asset. Our IP portfolio includes copyrights, patents, trademarks, trade secrets, design rights, logos, brands and know-how. It is important to ensure that to the extent permitted by law, the rights to all IP created using the Company’s time and expense that which are within the scope of our duties are assigned to and are the property of the Company. We should promptly disclose any works, inventions or developments we create to obtain legal protection over them.
10. Providing Information to Media
To protect our confidential information from misuse and to ensure that only accurate information about the Company is disclosed, we have designated our Corporate Communications team to handle exchanges with the media. Additionally, our Chief Executive Officer, Chief Financial Officer and Investor Relations Department are the official Company spokespeople for financial matters. All inquiries or calls from the press and financial analysts should be referred to the Corporate Communication. We must not post or discuss information concerning the Company’s services or business on the Internet unless we are authorized to do so. Neither must we create a perception that we are speaking or posting on behalf of the Company. Remember that your online posts will be available for a long time, so think carefully prior to posting any information that could affect the Company.
11. Conflict of interest
When the interests or benefits of one person conflict with the interests or benefits of the Company, a conflict of interest is said to occur. We must avoid situations involving actual or potential conflict of interest so that even the slightest doubt about our integrity is not raised.
Conflicts of interest also occur when we or our family members receive improper personal benefits, or preferential treatment because of our position, or the position of a family member, in the Company. Remember that such situations might impact our judgment or responsibilities towards the Company, our shareholders and those who work with us. E.g. outside employment, relationship at work, outside directorships, related party transactions or working with / for family and friends.
Notwithstanding such or any other instance of conflict of interest that exists due to historical reasons, adequate and full disclosure by interested employees shall be made to the Company’s management. Disclosures should also be made of any new emerging conflicts during employment. This disclosure should be made to relevant Business Human Resources Head.
If there is a failure to make the required disclosure and the Company becomes aware of an instance of conflict of interest that ought to have been disclosed by an employee, the Company shall take a serious view of the matter and consider suitable disciplinary action as per the terms of employment. In all such matters, we shall follow clear and fair disciplinary procedures, respecting the employee’s right to be heard.
12. INTERFACE WITH EXTERNAL WORLD / AGENCIES
All employees shall ensure that their interactions and transactions with customers, suppliers or any other partners / associates are fair, transparent and professional.
All employees shall ensure that commitments that are legitimately made are honoured. No employee shall encourage our business partners to indulge in unfair trade practices.
Each employee shall respect free market and fair competition and shall not seek to violate anti-trust and competition laws.
No employee shall deride or criticize the Company, its businesses and policies at any public forum. Any such criticism shall be voiced within the Company.
The Company’s suppliers make significant contributions to our success. We strive to create an environment where our suppliers are confident that they will be treated with respect. We select our significant suppliers or enter into significant supplier agreements through a competitive bid process where possible.
13. Record Disclosures and Audit
The integrity of our financial transactions and records is critical to the operation of our business. Our shareholders’ trust is based on their confidence in the accurate recording of our financial transactions. Additionally, as we have a listed company in the group, we are bound by certain standards for accurate financial reporting and we are required to have appropriate internal controls and procedures. If you have responsibility for or any involvement in financial reporting or accounting, you should have an appropriate understanding of and you should seek in good faith to adhere to relevant accounting and financial reporting principles, standards, laws, rules and regulations and the company’s financial and accounting policies, controls and procedures.
If you are a Manager / Senior Official, you should ensure that the internal controls and procedures in your business area are in place, understood and followed.
14. Ensure Accurate Public Disclosures
We are committed to provide full, fair, accurate, timely and clear disclosures in reports and documents that we file with or submit to our regulators and in our other public communications. To enable this, we must ensure that we comply with our disclosure controls and procedures, and our internal control over financial reporting.
15. Auditors
Our outside auditors have a duty to review our records and processes in a fair and accurate manner. We must cooperate with them in good faith and in accordance with law. We must never mislead them in any manner regarding financial records, processes, controls or procedures or other matters which they may enquire about.
16. Interacting with Regulators
We must fully and truthfully cooperate with any examination or request for information from a regulator or law enforcement agency. Any contact with law enforcement agencies or regulators must be coordinated through the Legal Department.
17. Trading in Company Shares
Raymond is a publicly listed company. This means that the securities (which includes Shares) of Raymond may be traded by the public. The price of our securities may fluctuate based on publicly available information about the Company’s activities.
Unpublished Price Sensitive Information (“UPSI, also known as material non-public information”) is information about a company that (i) is not in the public domain, and (ii) that an investor would find useful to decide whether to trade in the Company’s securities. This could include information about financial results, dividends, change in capital structure, mergers, de-mergers, acquisition, delisting, disposal and expansion of business or changes in key managerial personnel. The list of UPSI is not exhaustive. If someone is aware of any UPSI of the Company and uses such information to buy or sell the Company’s securities before such information is made public, they may be subject to penalties under insider trading laws. Insider Trading is prohibited by both Law as well as by the Company's policy.
Employees of the Company and their '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, which is not in the public domain and thus constitute insider information. Insider Trading invokes severe penalties under the insider trading laws.
18. OUR COMMUNITIES AND ENVIRONMENT
We are committed to good corporate citizenship and shall actively assist in the improvement of the quality of life of the people in the communities in which we operate.
We engage with the community and other stakeholders to minimise any adverse impact, if any that our business operations may have on the local community and the environment.
In the production and sale of our products and services, we strive for environmental sustainability and comply with all applicable laws and regulations. We seek to prevent the wasteful use of natural resources and are committed to improving the environment, particularly with regard to the emission of greenhouse gases, consumption of water and energy, and the management of waste and hazardous materials.
19. Administering the Code
The Ethics Committee is responsible for administering the code. Waiver of any provision of this Code for Director or any Employee of the Company may be granted only by the Board of Directors, upon recommendation of the Audit Committee and shall be promptly minuted with the reasons for such actions.
20. Monitoring Compliance
Each Director and Employee of the Company is expected to monitor his or her personal compliance with this Code. A Semi‐Annual reaffirmation of compliance with this Code is required for all Directors and all members of the Senior Management. This re‐affirmation should be submitted to the Secretarial Department in the month of April and October in each calendar year.
21. Review & Modifications
This Code of Business Conduct & Ethics may be reviewed, modified by the Company’s Audit
Committee/Board of Directors as and when required or deemed necessary.
22. Outsiders’ Recourse
No outsider will have any right or recourse to any action or claim of whatsoever nature against any of the Directors or Employee(s) of the Company for the non‐compliance of this Code of Business Conduct & Ethics.