Tata Code of Conduct

Tata Code of Conduct

The values and principles which have governed

the manner in which the Tata Group of
companies and their employees have conducted
themselves were first formally articulated as the
Tata Code of Conduct in 1998.This Code was
intended to serve as a guide to each employee
on the values, ethics and business principles
expected of him or her in personal and
professional conduct.
It is however important to consider the effect
of the rapidly increasing footprint of Tata Group
companies across nationalities and geographical
boundaries on the Code, whilst retaining
the ethos of the Tata brand and reputation.
This emergent global presence requires an
appropriate modification of the Code to ensure
that it addresses and encompasses diverse
cultural, business and related issues universally
across our Group.
I urge each employee to read the current version
of the Tata Code of Conduct and take pride in
upholding the high standards of corporate and
personal behaviour on which the Tata Group’s
reputation and respectability have been built
over the past 140 years.
Ratan N.Tata
Clause: 1
National interest
The Tata Group is committed to benefit the economic development
of the countries in which it operates. No Tata company shall
undertake any project or activity to the detriment of the wider
interests of the communities in which it operates.

A Tata company’s management practices and business conduct

shall benefit the country, localities and communities in which it
operates, to the extent possible and affordable, and shall be in
accordance with the laws of the land.

A Tata company, in the course of its business activities, shall respect the
culture, customs and traditions of each country and region in which
it operates. It shall conform to trade procedures, including licensing,
documentation and other necessary formalities, as applicable.

Clause: 2
Financial reporting and records
A Tata company shall prepare and maintain its accounts fairly and
accurately and 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 reflect, fairly and
accurately, all of the company’s business transactions and disposition
of assets, and shall have internal controls to provide assurance to the
company’s board and shareholders that the transactions are accurate
and legitimate. All required information shall be accessible to company
auditors and other authorised 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 the Code, apart from inviting appropriate civil or criminal action
under the relevant laws. No employee shall make, authorise, abet or
collude in an improper payment, unlawful commission or bribing.

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Tata Code of Conduct

Clause: 3
Competition
A Tata company shall fully support the development and operation
of competitive open markets and shall promote the liberalisation
of trade and investment in each country and market in which it
operates. Specifically, no Tata company or employee shall engage
in restrictive trade practices, abuse of market dominance or similar
unfair trade activities.

A Tata company or employee shall market the company’s products

and services on their 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.

Clause: 4
Equal opportunities employer
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,
gender, sexual orientation, age, nationality, ethnic origin or
disability.
Human resource policies shall promote diversity and equality in the
workplace, as well as compliance with all local labour laws, while
encouraging the adoption of international best practices.
Employees of a Tata company shall be treated with dignity
and in accordance with the Tata policy of maintaining a work
environment free of all forms of harassment, whether physical,
verbal or psychological. Employee policies and practices shall be
administered in a manner consistent with applicable laws and other
provisions of this Code, respect for the right to privacy and the right
to be heard, and that in all matters equal opportunity is provided to
those eligible and decisions are based on merit.

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Tata Code of Conduct

Clause: 5
Gifts and donations
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 that are intended, or perceived, to
obtain uncompetitive favours for the conduct of its business.

The company shall cooperate with governmental authorities in

efforts to eliminate all forms of bribery, fraud and corruption.

However, a Tata company and its employees may, with full disclosure,
accept and offer nominal gifts, provided such gifts are customarily
given and/or are of a commemorative nature. Each company shall have
a policy to clarify its rules and regulations on gifts and entertainment, to
be used for the guidance of its employees.

Clause: 6
Government agencies
A Tata company and its employees shall not, unless mandated
under applicable laws, offer or give any company funds or property
as donation to any government agency or its representative,
directly or through intermediaries, in order to obtain any favourable
performance of official duties. A Tata company shall comply with
government procurement regulations and shall be transparent in all
its dealings with government agencies.

Clause: 7
Political non-alignment
A Tata company shall be committed to and support the constitution
and governance systems of the country in which it operates.

A Tata company shall not support any specific political party or

candidate for political office. The company’s conduct shall preclude
any activity that could be interpreted as mutual dependence/
favour with any political body or person, and shall not offer or give
any company funds or property as donations to any political party,
candidate or campaign.

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Tata Code of Conduct

Clause: 8
Health, safety and environment
A Tata company shall strive to provide a safe, healthy, clean and
ergonomic working environment for its people. It shall prevent the
wasteful use of natural resources and be committed to improving
the environment, particularly with regard to the emission of
greenhouse gases, and shall endeavour to offset the effect of
climate change in all spheres of its activities.

A Tata company, in the process of production and sale of its

products and services, shall strive for economic, social and
environmental sustainability.

Clause: 9
Quality of products and services
A Tata company shall be committed to supply goods and services of
world class quality standards, backed by after-sales services consistent
with the requirements of its customers, while striving for their total
satisfaction. The quality standards of the company’s goods and services
shall meet applicable national and international standards.
A Tata company shall display adequate health and safety labels,
caveats and other necessary information on its product packaging.

Clause: 10
Corporate citizenship
A Tata company shall be committed to good corporate citizenship,
not only in the compliance of all relevant laws and regulations but
also by actively assisting in the improvement of quality of life of the
people in the communities in which it operates. The company shall
encourage volunteering by its employees and collaboration with
community groups.

Tata companies are also encouraged to develop systematic

processes and conduct management reviews, as stated in the Tata
‘corporate sustainability protocol’, from time to time so as to set
strategic direction for social development activity.

The company shall not treat these activities as optional, but should
strive to incorporate them as an integral part of its business plan.

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Tata Code of Conduct

Clause: 11
Cooperation of Tata companies
A Tata company shall cooperate with other Tata companies
including applicable joint ventures, by sharing knowledge and
physical, human and management resources, and by making efforts
to resolve disputes amicably, as long as this does not adversely
affect its business interests and shareholder value.
In the procurement of products and services, a Tata company
shall give preference to other Tata companies, as long as they can
provide these on competitive terms relative to third parties.

Clause: 12
Public representation of the company
and the Group
The Tata Group honours the information requirements of the public
and its stakeholders. In all its public appearances, with respect to
disclosing company and business information to public constituencies
such as the media, the financial community, employees, shareholders,
agents, franchisees, dealers, distributors and importers, a Tata company
or the Tata Group shall be represented only by specifically authorised
directors and employees. It shall be the sole responsibility of these
authorised representatives to disclose information about the company
or the Group.

Clause: 13
Third party representation
Parties which have business dealings with the Tata Group but
are not members of the Group, such as consultants, agents, sales
representatives, distributors, channel partners, contractors and
suppliers, shall not be authorised to represent a Tata company without
the written permission of the Tata company, and/or if their business
conduct and ethics are known to be inconsistent with the Code.
Third parties and their employees are expected to abide by the
Code in their interaction with, and on behalf of, a Tata company.
Tata companies are encouraged to sign a nondisclosure agreement
with third parties to support confidentiality of information.

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Tata Code of Conduct

Clause: 14
Use of the Tata brand
The use of the Tata name and trademark 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. No third
party or joint venture shall use the Tata brand to further its
interests  without specific authorisation.

Clause: 15
Group policies
A Tata company shall recommend to its board of directors the adoption
of policies and guidelines periodically formulated by Tata Sons.

Clause: 16
Shareholders
A Tata company shall be committed to enhancing shareholder
value and complying with all regulations and laws that govern
shareholder rights.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 relevant regulations and agreements.

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Clause: 17
Ethical conduct
Every employee of a Tata company, including full-time directors and
the chief executive, shall exhibit culturally appropriate deportment
in the countries they operate in, and deal on behalf of the company
with professionalism, honesty and integrity, while conforming to
high moral and ethical standards. Such conduct shall be fair and
transparent and be perceived to be so by third parties.

Every employee of a Tata company shall preserve the human rights

of every individual and the community, and shall strive to honour
commitments.
Every employee shall be responsible for the implementation of
and compliance with the Code in his/her environment. Failure to
adhere to the Code could attract severe consequences, including
termination of employment.

Clause: 18
Regulatory compliance
Employees of a Tata company, in their business conduct, shall
comply with all applicable laws and regulations, in letter and
spirit, in all the territories in which they operate. If the ethical and
professional standards of applicable laws and regulations are below
that of the Code, then the standards of the Code shall prevail.
Directors of a Tata company shall comply with applicable laws and
regulations of all the relevant regulatory and other authorities. As
good governance practice they shall safeguard the confidentiality
of all information received by them by virtue of their position.

Clause: 19
Concurrent employment
Consistent with applicable laws, an employee of a Tata company
shall not, without the requisite, officially written approval 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, with or without remuneration. In the
case of a fulltime director or the chief executive, such approval
must be obtained from the board of directors of the company.

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Tata Code of Conduct

Clause: 20
Conflict of interest
An employee or director of a Tata company shall always act in the
interest of the company, and ensure that any business or personal
association which he/she may have does not involve a conflict of
interest with the operations of the company and his/her role therein.

An employee, including the executive director (other than

independent director) of a Tata company, shall not accept a position
of responsibility in any other non-Tata company or not-for-profit
organisation without specific sanction.

The above shall not apply to (whether for remuneration or otherwise):

a) Nominations to the boards of Tata companies, joint ventures or
associate companies.

b) Memberships/positions of responsibility in educational/

professional bodies, wherein such association will benefit the
employee/Tata company.
c) Nominations/memberships in government committees/bodies or
organisations.

d) Exceptional circumstances, as determined by the competent

authority.

Competent authority, in the case of all employees, shall be the chief

executive, who in turn shall report such exceptional cases to the
board of directors on a quarterly basis. In case of the chief executive
and executive directors, the Group Corporate Centre shall be the
competent authority. An employee or a director of a Tata company
shall not engage in any business, relationship or activity which
might conflict with the interest of his/her company or the Tata
Group. A conflict of interest, actual or potential, may arise where,
directly or indirectly:
a) An employee of a Tata company engages in a business,
relationship or activity with anyone who is party to a transaction
with his/her company.
b) An employee is in a position to derive an improper benefit,
personally or to any of his/her relatives, by making or influencing
decisions relating to any transaction.
c) An independent judgement of the company’s or Group’s best
interest cannot be exercised.

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Tata Code of Conduct

The main areas of such actual or potential conflicts of interest shall

include the following:

a) An employee or a full-time director of a Tata company conducting

business on behalf of his/her company or being in a position to
influence a decision with regard to his/her company’s business with
a supplier or customer where his/her relative is a principal officer or
representative, resulting in a benefit to him/her or his/her relative.
b) 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 decisions with regard to such benefits.

c) The interest of the company or the Group can be compromised

or defeated.

Notwithstanding such or any other instance of conflict of interest

that exist due to historical reasons, adequate and full disclosure
by interested employees shall 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, including parents, spouse and children, may
have in a family business or a company or firm that is a competitor,
supplier, customer or distributor of or has other business dealings
with his/her company.
Upon a decision being taken in the matter, the employee concerned
shall be required to take necessary action, as advised, to resolve/
avoid the conflict.
If an employee fails to make the required disclosure 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.

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Tata Code of Conduct

Clause: 21
Securities transactions and confidential
information
An employee of a Tata company and his/her immediate family shall not
derive any benefit or counsel, or assist others to derive any benefit, from
access to and possession of information about the company or Group
or its clients or suppliers that is not in the public domain and, thus,
constitutes unpublished, price-sensitive insider information.
An employee of a Tata company shall not use or proliferate
information that is not available to the investing public, and
which therefore constitutes insider information, for making or
giving advice on investment decisions about the securities of the
respective Tata company, Group, client or supplier on which such
insider information has been obtained.

Such insider information might include (without limitation)

the following:

z Acquisition and divestiture of businesses or business units.

z Financial information such as profits, earnings and dividends.
z Announcement of new product introductions or developments.
z Asset revaluations.
z Investment decisions/plans.
z Restructuring plans.
z Major supply and delivery agreements.
z Raising of finances.
An employee of a Tata company shall also respect and observe the
confidentiality of information pertaining to other companies, their
patents, intellectual property rights, trademarks and inventions;
and strictly observe a practice of non-disclosure.

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Tata Code of Conduct

Clause: 22
Protecting company assets
The assets of a Tata company shall not be misused; they shall be
employed primarily and judiciously 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
and resources, as well as intangible assets such as information
technology and systems, proprietary information, intellectual property,
and relationships with customers and suppliers.

Clause: 23
Citizenship
The involvement of a Tata employee in civic or public affairs shall be
with express approval from the chief executive of his/her company,
subject to this involvement having no adverse impact on the
business affairs of the company or the Tata Group.

Clause: 24
Integrity of data furnished
Every employee of a Tata company shall ensure, at all times, the
integrity of data or information furnished by him/her to the company.
He/she shall be entirely responsible in ensuring that the confidentiality
of all data is retained and in no circumstance transferred to any outside
person/party in the course of normal operations without express
guidelines from or, the approval of the management.

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Tata Code of Conduct

Clause: 25
Reporting concerns
Every employee of a Tata company shall promptly report to the
management, and/or third-party ethics helpline, when she/he
becomes aware of any actual or possible violation of the Code or
an event of misconduct, act of misdemeanour or act not in the
company’s interest. Such reporting shall be made available to
suppliers and partners, too.

Any Tata employee can choose to make a protected disclosure

under the whistleblower policy of the company, providing for
reporting to the chairperson of the audit committee or the board of
directors or specified authority.

Such a protected disclosure shall be forwarded, when there is

reasonable evidence to conclude that a violation is possible or has
taken place, with a covering letter, which shall bear the identity of
the whistleblower.

The company shall ensure protection to the whistleblower and any

attempts to intimidate him/her would be treated as a violation of
the Code.

Note:
The TCoC does not provide a full, comprehensive and complete
explanation of all the rules that employees are bound to follow.
Employees have a continuing obligation to familiarise themselves
with all applicable laws, company policies, procedures and work
rules.
All JVs could adopt TCoC or a joint code of conduct incorporating all
elements of the TCoC.

This version of the TCoC supersedes all earlier versions and

associated documents and stands effective from October 1, 2008.

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