CODE OF CONDUCT
FOREWORD
Our deep commitment to values and ethics and a philosophy of fairness and transparency has been one of the pillars of IPRS. The IPRS Code of Corporate Governance and Ethics is a formal articulation of these principles. This is intended to help us in forming a common understanding of the expectations from each employee of their personal and professional conduct.
I would encourage each one of you to embrace the values and principles outlined in this code and in doing so, enjoy an environment of fairness, transparency and integrity that have become the hallmark of IPRS.
INTRODUCTION
A lot of people are not aware, or at least not very clear about the functioning of IPRS. They often ask -What is the business of IPRS? Well, in short, the business of IPRS is to issue Licences to users of music and collect Royalties from them, for and on behalf of its Members i.e. the Authors, the Composers and the Publishers of Music and distribute this Royalty amongst them after deducting its administrative costs.
The IPRS came into existence on 23rd August 1969. The IPRS is a representative body of Owners of Music, viz. The Composers, Lyricists (or Authors) and the Publishers of Music and is authorized to issue Licences for Musical & Literary Work permitting playing/ performing Music within India by any person. Composers are those who are better known as Music Directors, Authors are better known as Lyricists, Owners Publishers of Music are the Producers of Films and Music Companies, or those who hold Publishing Rights of the Musical/ Literary Works. The Society is a non-profit making Organization and is a Company Limited by Guarantee and Registered under the Companies Act, 1956.
IPRS has been granted registration by the Central Government on 28th November 2017 and is now a Copyright Society registered under Section 33 of the Copyright Act, 1957 and Copyright Rules, 2013.
CORPORATE GOVERNANCE & ETHICS COMMITTEE (CGEC)
The CGEC was set up to address all matters related to governance, compliance, ethics and code of conduct. The Committee has revised the Code of Corporate Governance & Ethics (Code) which, in its revised form is contained in this document.
The CGEC will also become the central body to which any employee or business associate can represent any suggestions, complaints or report matters of violation of the Code. The CGEC can be reached on their email cgec@iprsltd.com or via their postal address which is:
IPRS; 208, Golden Chambers, New Andheri Link Road, Andheri (W), Mumbai
Mumbai 400 053
1. PURPOSE AND SCOPE OF THIS CODE
The purpose of this Code of Ethics and Conduct (this “Code”) is to continue to safeguard the reputation of IPRS (the “Company”) by formalizing guidelines with respect to proper professional conduct, confidentiality and avoidance of conflict of interest. The Company’s reputation is based on its adherence to conducting business and relationships in a positive environment that is based on respect of others, openness, fairness, integrity and the respect of all applicable laws and regulations.
2. SCOPE AND APPLICATION
This Code applies to the Employees of the Company and anyone authorized to represent the Company. It is the responsibility of the above individuals to perform their duties in compliance with the guidelines set forth herein.
3. GENERAL
3.1. The Company has always understood that its success is possible because of its values, which include integrity, accountability, trust, transparency, and teamwork. The Company is committed to conducting its business in compliance with applicable laws, statutes and regulations and expects its Employees and other individuals working with or on behalf of the Company to do likewise. Business dealings among Employees and by Employees with Members, customers, suppliers, community organizations and governmental and regulatory authorities must be based on the highest ethical standards. The Code is designed to give Employees, consultants, suppliers and other individuals working with or on behalf of the Company a broad and clear understanding of the conduct expected of them everywhere the Company does business.
3.2. The Code cannot address every situation that we face at work. Consequently, should an Employee, consultant, supplier or other individual working with or on behalf of the Company be confronted with a situation where further guidance is required, the matter should be discussed with CEO/Reporting Manager/HR. The Company recognizes the obligation to support Employees, consultants, suppliers or other individuals working with or on behalf of the Company as ethical issues arise.
3.3. Compliance with the Code is essential to preserving and enhancing the Company’s reputation as a responsible corporate citizen and ultimately to maximizing shareholder value. Violation of the Code is a serious matter that could subject Employees or the Company to legal liability.
4. ETHICAL GUIDELINES FOR EMPLOYEES
Background: Ethics deal primarily with conflicts of interest and integrity. A conflict of interest could be defined as a situation that arises when a decision making authority is seen to have a personal stake in the outcome of the decision itself. This code covers various situations which an employee may face in the areas of financial control, personal integrity, conflicts, etc., and the role which they should play in such circumstances. This code provides a common code of conduct, which should be adhered to, by all employees.
Employees are expected to govern their conduct and behaviour in a manner consistent with the following ethical guidelines:
4.1. RESPECT
Employees have consideration for the needs and desires of others. Employees recognize the skills and knowledge of others. Employees appreciate diversity and cultural differences
4.2. CONFLICTS OF INTEREST
An employee shall always act in the interest of the Organization, 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 Organization and his / her role therein. An Employee:
4.2.1. An Employee:
4.2.1.1. Shall not accept a position of responsibility in any other Organization or not-for-profit organization without specific approval;
4.2.1.2. Shall not be involved in the decisions pertaining to companies where he / she holds financial interest directly or indirectly, including through close relatives in an Organization;
4.2.1.3. Shall not direct business to a supplier managed by a relative;
4.2.1.4. Shall not solicit subcontractors and vendors for donation / advertisements to a charity, in which the employee is involved;
4.2.1.5. Shall not be using Organization facilities for personal purposes or for spouse’s / relatives business;
4.2.1.6. Shall not treat personal expenses / trips as business expenses / trips;
4.2.1.7. Shall not take part-time job requiring the employee to spend time, during normal working hours or using office equipment in meeting personal responsibilities;
4.2.1.8. Shall not be in a position to influence career decision about a spouse or relative;
4.2.1.9. Shall not pursue any business or profession outside IPRS;
4.2.1.10.Shall not have close relatives reporting to same manager;
4.2.2. Non-disclosure of conflict of interest is considered as violation of conflict of interest clause.
4.2.3. The above shall not apply to (whether for remuneration or otherwise):
4.2.3.1. Memberships / positions of responsibility in educational / professional bodies, wherein such association will benefit the employee / Organization.
4.2.3.2. Nominations / memberships in government committees / bodies or organisations.
4.2.3.3. Exceptional circumstances, as determined by the competent authority. Competent authority, in the case of all employees, shall be the chief employee and in case of chief employee, the board of directors.
4.2.4.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 Organization’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 an Organization or firm that is a competitor, supplier,
customer or distributor of or has other business dealings with his / her Organization. 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
4.2.5.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.
4.3. MEMBERSHIP OF IPRS
IPRS respects employee’s rights and choices and does not wish to interfere with their personal lives. However, employee’s avoidance of conflicts of interest is an important part of maintaining the integrity and sustainability of our business and builds trust and support amongst colleagues and our key stakeholders. To uphold personal integrity
and avoid potential clash of interest, Employee must notify and seek prior approval from Director/s, in case, they or any of their relatives wants to become member of IPRS in their capacity as an author or composer or music publisher of any work created, authored or published by them or their relatives. Upon a decision being taken in the matter by the Director/s, the employee concerned shall be required to take necessary action, as advised, to resolve/avoid the conflict.
4.4. MEMBERSHIP OF SOCIAL SERVICE ORGANISATIONS
Potential conflicts arise when employees take up memberships of Organisations and Associations that undertake Social Service of various kinds. Conflicts arise in the form of fund-raising from IPRS for such Associations / Organizations, using Organization infrastructure and facilities to discharge responsibilities towards that organisation and providing use of such facilities directly to the Association / Organisations and its members. Prior approval from CEO should be obtained, for undertaking such activities.
4.5. GIFTS AND ENTERTAINMENT
4.5.1. Buying equipment from suppliers for personal use at high discounts is absolutely prohibited.
4.5.2. Accepting free trips / holidays within India and / or abroad and / or members of employees family, from suppliers is also absolutely prohibited.
4.5.3. Business associates such as JV partners, technology suppliers and other closely related companies may also make similar offers. These should be reported to CEO, who shall provide guidance.
4.5.4. Small value gifts and flowers on festive occasions from anyone are normally acceptable. High value gifts – those in excess of Rs.5000/- in extraordinary circumstances, if required, need to be specially approved by the CEO.
4.6. DIRECTORSHIP OF FIRMS AND COMPANIES
All Directorships should be cleared by the CEO and Board of Directors.
4.7. RELATIVES AS COMPETITORS
4.7.1. Close relatives in the employment of competitors should be disclosed with details of relationship and responsibilities held.
4.7.2. If employment is unavoidable or an ongoing one for a long time, employees should exercise great discretion in maintaining confidentiality of Organization information
4.8. CONFIDENTIALITY AND DISCRETION
Employees should, at all times, realise that they are in possession of sensitive, classified and confidential information that should not be parted with, in any circumstances to Competitors, Investment analysts, Members, Newspaper reporters and Government officials. Some illustrations of such information are given here.
4.8.1. Financial Information.
4.8.2. Tax Planning Measures.
4.8.3. Potential Joint Venture and /or licensing deals being negotiated.
4.8.4. New Tariff introductions and / or business plan changes.
4.8.5. Employees joining or leaving
4.8.6. Anything related to any of the partners.
Employees should maintain total confidentiality with any such classified information.
4.9. COMMON ORGANIZATION CONTRACTORS FOR RESIDENTIAL HOMES
Office employees should not have the same contractors / architects, who are doing work for the Organization, for their personal jobs.
4.10.ACCEPTING HONORARIA FOR LECTURES OUTSIDE
This is not permissible unless specific prior approval is obtained from CEO. Such honorarium should be given to the Organization or the Organization’s foundation.
4.11.SETTING UP PART – TIME BUSINESS OR TAKING PART TIME JOBS
This is not permissible. Every employee is expected to give the best in terms of time, creativity and energy. Any such involvement will result in a conflict of interest situation.
4.12. PERSONAL INTEGRITY
In day – to – day work most employees are called upon to support broad Organization objectives like providing equal employment opportunity and environmental protection. Some responsibilities are on a more personal level. For example, every employee also has a direct role in helping to keep the Organization’s records accurate and in protecting Organization assets Sometimes the chance for illegal or unethical personal gain will arise. That is when employees must remember that integrity depends on individual integrity. Every employee should develop the ability to distinguish the right from the wrong and relentlessly follow the right – even when it may be very tempting to do otherwise. No deviation from personal integrity under any circumstances is allowed.
4.13.SEXUAL HARASSMENT AT WORKPLACE
Equality in employment can be seriously impaired when women are subjected to gender specific harassment such as sexual harassment at workplace. Such conduct is discriminatory when the woman has reasonable grounds to believe that her objection would disadvantage her in connection with her employment, including recruiting or promotion, or when it creates a hostile working environment. The rules and guidelines have been dealt extensively under the POSH notification and is enforced through the IPRS Sexual Harrasment Policy applied to each IPRS Office.
4.14.CORRECTIVE ACTION
4.14.1. Corrective action may be required even if an employee reports a potential conflict of interest. There need only be a realistic possibility of damage to IPRS for a manager to consider taking corrective action. If situation could impair an employee’s judgment or performance of Organization duties, damage IPRS reputation, or result in a direct financial loss to IPRS steps should then be taken to correct the situation.
4.14.2. While the code has attempted to cover a number of areas, it cannot be comprehensive. Whenever any conflicts are perceived, it is best to consult the CEO/Reporting Manager before taking any decision, in such cases.
4.14.3. Any queries related to the ethics code may be referred to CGEC for resolution.
4.14.4. Similarly, consequential breach of ethics or consequential anonymous letters should be referred to CGEC, for further action. CGEC has been empowered to initiate any inquiry proceedings / investigations and decide upon penal actions. The decision taken by the CGEC will be final and binding.
4.15. CODE OF CONDUCT
4.15.1. You shall devote your whole time and attention to and use your best skills and care in the business and affairs of the Organization and at all times faithfully and diligently perform such duties assigned to you by the Organization.
4.15.2. You shall not at any time during the continuance of the employment hereunder solicit, seek, engage or be interested or concerned either directly or indirectly or alone or jointly in any other office, trade, business or occupation without the prior permission in writing of the Organization.
4.15.3. Notwithstanding anything to the contrary in this document if, in the opinion of the Organization, you commit any breach in the observance of performance of your obligations hereunder or if you are, in the opinion of the Organization, guilty of any misconduct, including disobedience, breach of duty or gross carelessness or if you absent yourself without leave then and in any and every such case it shall be lawful for the Organization, (notwithstanding any waiver by the Organization of antecedent breach or circumstances justifying the termination of your services under this clause) to terminate this employment forthwith without notice whatsoever and/or to dismiss you from the services of the Organization without prejudice to the Organization’s remedial rights in respect of such breach or circumstances. In the event of such termination or dismissal you will be entitled to your salary including all allowances up to the date of termination.
4.15.4. As a corollary to your obligation, under clause 4.14.3 above, you shall devote your whole-time attention to the Organization and use your best skills and care for the benefit of the Organization and any discovery or invention or secret process or improvement in procedure made or discovered by you or any work capable of copy right whilst in the service of the Organization in connection with or in any manner affecting or relating to the business of the Organization or capable of being adopted for use therein or in connection therewith, shall forthwith be disclosed to the Organization and if and whenever required to do so by the Organization, you shall, at the cost the Organization, apply or join the Organization in applying for letters, patents or other equivalent protection in India and in any other part of the world for any such discovery, invention, process or improvement as aforesaid and shall at the cost of the Organization execute and do all instruments and things necessary for vesting the said letters patents or other equivalent protection when obtained and all right, title and interest to and in the same shall vest in the Organization absolutely and as sole beneficial owner or in such other person as the Organization may specify.
4.15.5. During your association with the Organization, you will have access to and be furnished with such information, trade secrets, processes, inventions, customer/supplier lists, etc. which would be sensitive for the Organization and
therefore would be treated as absolutely confidential (Confidential Information) and you may yourself develop or be a contributory to such Confidential Information. Hence, as a corollary to your duty to act always in the interest of the
Organization, you shall be obliged not to divulge or communicate to any person other than necessary to those who need to know such information for Organization’s business and use such Confidential Information solely for the benefit and in the best interests of the Organization.
4.15.6. All Confidential Information belongs to the Organization and is always to be used for the Organization’s benefit, needless to mention, such obligation on your part will have to be honoured, even after you cease to be associated with the
Organization.
4.15.7. You shall also not request, encourage or cause any of the past, present or prospective member, customer, supplier, employee or independent contractor to withdraw, curtail or cancel a business relationship with the Organization or otherwise interfere in any manner with the relationship between the Organization and such past, present or prospective customer, supplier, employee or independent contractor.
4.15.8. You will fully comply with all rules and regulations as applicable in the Organization as well as IPRS Enterprises Corporate Governance & Ethics Code.
5. FINANCIAL REPORTING, RECORDS & AUDITING
Background: It is essential that there is a fair and accurate presentation of Annual Reports prepared. Following guidelines have been developed by assimilating best practices, investor needs and modern trends.
Guidelines:
5.1. The Organization 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 Organization conducts its business affairs.
5.2. Internal accounting and audit procedures shall reflect, fairly and accurately, all of the Organization’s business transactions and disposition of assets, and shall have internal controls to provide assurance to the Organization’s board and shareholders that the transactions are accurate and legitimate. All required information shall be accessible
to Organization auditors and other authorized parties and government agencies. There shall be no wilful omissions of any Organization transactions from the books and records, no advance-income recognition and no hidden bank account and funds.
5.3. 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. No employee shall make, authorize, abet or collude in an improper payment, unlawful commission or bribing.
5.4. Accuracy and reliability in the preparation of all business records is of critical importance to the decision making process and to the proper discharge of financial, legal and reporting obligations. All business records, expense accounts, invoices, bills, payroll and Employee records and other reports are to be prepared with care and honesty. False or misleading entries are not permitted in the Company’s books and records.
5.5. All financial transactions are to be properly recorded in the books of account and accounting procedures are to be supported by the necessary internal controls. In turn, all Company books and records must be available for audit.
5.6. In relation to the Company’s books and records, Employees must:
5.6.1. not intentionally cause the Company documents to be incorrect in any way;
5.6.2. not create or participate in the creation of any records that are intended to
conceal anything that is improper;
5.6.3. properly and promptly record all disbursements of funds;
5.6.4. co-operate with internal and external auditors;
5.6.5. report any knowledge of any untruthful or inaccurate statements or records or transactions that do not seem to serve a legitimate commercial purpose; and
5.6.6. not make unusual financial arrangements with a customer or a supplier (such
as, over-invoicing or under-invoicing) for payments on their behalf to a party not
related to the transaction;
5.6.7. report suspected breaches of these rules, which directly or indirectly affect the
Company’s business.
6. QUALITY OF SERVICES TO OUR MEMBERS
Background: A member focused strategy is required to retain and expand member base. Member satisfaction can be achieved by ensuring high standards of quality on services.
Guidelines:
6.1. We shall be committed to supply quality services, backed by constant engagement consistent with the requirements of our members within the framework of law.
6.2. We shall not discriminate between members conscious of the fact that the Copyright Act, 1957 and Copyright Rules, 2013 specifically mandate non-discrimnation between
members, rights and works.
6.3. Members shall be treated courteously, with respect at all times- we are conscious that IPRS’ members are our strength and raison d’être. IPRS shall assist members to drive value to its members.
7. QUALITY OF SERVICES TO OUR CLIENTS-LICENSEE AND POTENTIAL LICENSEE
Background: A Client focused strategy is required to retain and expand Licensee base. Client satisfaction can be achieved by ensuring high standards of quality on services. This section sets out our commitment to prospective, new or existing licensees.
Guidelines:
7.1. We aim to deal with clients:
7.1.1. Fairly, honestly, impartially, courteously and in accordance with the terms of our licences, licensing schemes, tariffs and codes;
7.1.2. Transparently, by clearly understanding and explaining music licensing requirements
7.2. We are committed to explaining and providing accessible information on the following:
7.2.1. the rights covered by our licences
7.2.2. the terms and conditions of our licences
7.2.3. our licensing schemes
7.2.4. the way we calculate royalties payable under the licence
7.3 In conducting licensing, IPRS officers shall not enter licensee premises for the purpose of enforcing IPRS copyrights unless authorised to do so by a court order, the owner/operator of the premises or under other lawful basis. If a license is refused or not taken, IPRS shall formally convey this lapse to the owner/ operator of the premises/ entity concerned and in doing so shall intimate the entity/ operator/owner of the legal obligations and liabilities for failure to act as per law. IPRS employees shall not exercise individual force, forcible entry into a premises for such reason but will repose faith in the appropriate legal forum of enforcement authority such as the local Courts of law enforcement authorities in order to ensure compliance with the law by such person/entity/ premises.
7.4 All IPRS employees conducting licensing activity shall comply with the following as well-
(a) ensure that IPRS officers identify themselves by the IPRS identity card
(b) endeavour to take prior appointments while meeting licensees or prospective licensees. When appointments are taken, be punctual to attend the same.
(c) show our Identity card and/or Letter of Authority whenever requested to demonstrate proof of authority.
(d) provide detailed information within a reasonable timeframe on the repertoire and rights represented by IPRS, following a justified and sufficiently detailed request from a licensee or entity engaged in license negotiations.
8. COMMUNICATION WITH MEDIA
Background: Media reports influence corporate image, mould public perception and impact performance. It is, therefore, essential to have a policy guideline and media strategy, in order to achieve pre-determined objectives.
Guidelines:
8.1. Communication with Media will primarily be the responsibility of CEO.
8.2. Business heads should communicate only on specific issues when need arises, with prior approval of CEO.
8.3. CEO may work or partner with an individual or group of individuals or another organization to fulfil this responsibility.
8.4. No other individual is authorised to interact with media in official capacity.
8.5. No other individual is authorized to interact with media even in the individual capacity or at an informal level.
9. SOCIAL MEDIA
Background: Social Media is a constructive and powerful communication tool for business. The code seeks to bring certain standards in the manner in which employees express their views and communicate over this medium.
Guidelines:
9.1. Social Media includes networking sites like Facebook, Twitter, Instagram, LinkedIn, YouTube, Blogs, Wikis and other online forums.
9.2. No proprietary information (non-public) of the Organization or its members shall be shared.
9.3. While employees are encouraged to be expressive of their views, respect for others views should be maintained.
9.4. No defamatory comments on either Organization, its employees or its members and associates shall be made.
9.5. Respect laws like copyright and other internet laws and avoid spreading rumours.
9.6. Employees shall maintain the Organization’s legal obligations towards its clients and therefore not use clients or member’s name or logo in any posting without express approval.
10. IPRS LOGO / LETTERHEADS
Background: To ensure consistent practices with regard to usage of “IPRS” logo, and the name “The Indian Performing Right Society Limited”.
Guidelines:
10.1.The use of the IPRS name and trademark shall be governed by manuals, codes and agreements to be issued by us. The use of the brand is defined in and regulated by the License Agreement. No third party or joint venture shall use the IPRS brand to further its interests without specific authorization.
10.2.The IPRS logo should appear on all visiting cards of employees. The format / position / presentation of this logo have been separately defined in the Identity Manual. Corporate Identity Manual to be referred in all cases.
10.3.The logo should be clearly displayed on all official correspondence.
10.4.Correspondence with third parties should be carried out on the letterhead of “IPRS”.
11. COMPETITION
Background: To ensure fair practices in the marketplace.
Guidelines: We will not compete in a manner which is illegal, unethical or through unfair business practices.
12. POLITICAL NON ALIGNMENT
Background: As a secular and non-political enterprise, IPRS shall not have any type of
political alignments.
Guidelines:
12.1.We shall be committed to and support the constitution and governance systems of the country in which it operates.
12.2.We shall not support any specific political party and not have any political affiliations.
12.3.Employees are free to contribute or participate in the political process if it does not create conflict of interest or impinge work related commitments.
13. PROTECTING ORGANIZATION ASSETS
Background: It is the responsibility of all employees to protect the interests of all stakeholders of an Organization.
Guidelines:
13.1. The assets of an Organization 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.
14. DONATIONS
Background: To ensure compliance with Companies Act and to ensure discipline in usage of Organization’s funds.
Guidelines:
14.1. Donations in excess of Rs5000 shall be made only with prior approval of CEO. This will include advertisement in the souvenir or any such support directly or indirectly.
15. CORPORATE CITIZENSHIP
Background: We shall be committed to good corporate citizenship.
Guidelines:
15.1. We 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 Organization shall encourage volunteering by its employees and collaboration with community groups.
15.2. We will also develop systematic processes and conduct management reviews from time to time so as to set strategic direction for social development activity.
15.3. We shall not treat these activities as optional, but should strive to incorporate them as an integral part of its business plan.
16. COMPLIANCE WITH THE CODE
Background: For this code to be effective it is essential to ensure proper compliance at all levels.
Guidelines:
16.1. Corporate Governance & Ethics Committee (CGEC) is responsible to ensure these principles are communicated to and understood by all to whom these are addressed.
16.2. Every employee is required to formally acknowledge that they have received and understood the code.
16.3. CGEC will be responsible for the review of the provisions of this code from time to time and also to clear doubts and give clarifications to employees.
16.4. Employees are expected to report non-compliance or potential non-compliance to CGEC which in turn promises complete confidentiality.
17. EQUAL OPPORTUNITIES
Background: We are committed to ensuring equal opportunities based on meritocracy to all its employees and potential employees.
Guidelines:
17.1. We shall provide equal opportunities to all its employees and all qualified applicants for employment.
17.2. Employees shall be treated with dignity and in accordance with our policy of maintaining a work environment free of all forms of harassment, whether physical, verbal or psychological.
18. THIRD PARTY REPRESENTATION
Background: This code seeks to prevent misuse of intellectual properties by third parties or associates without the express written consent.
Guidelines:
18.1. Parties which have business dealings us but are not employees, such as consultants, agents, sales representatives, distributors, channel partners, contractors and suppliers, shall not be authorised to represent IPRS without the written permission of the CEO and / or if their business conduct and ethics are known to be inconsistent with the Code.
18.2. Third parties and their employees are expected to abide by the Code in their interaction with, and on behalf of, IPRS. They are encouraged to sign a nondisclosure agreement with third parties to support confidentiality of information.
19. REGULATORY COMPLIANCE
Background: To ensure adherence to all relevant laws and regulations in the country of business.
Guidelines:
19.1. Employees 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.
19.2. Employees 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.
19.3. Anti-Bribery and Anti-Corruption laws: The Company is committed to comply with anti-bribery and anti-corruption laws, rules and regulations applicable to the Company. Employees, consultants, and other individuals working with or on
behalf of the Company are prohibited from directly or indirectly giving, offering, or agreeing to give, or offer, a loan, payment, reward, advantage or benefit of any kind to government officials or other persons as consideration for an act or omission by the persons in connection with the performance of their duties or functions or to induce the persons to abuse or misuse their positions in order to obtain or retain an improper advantage. It is further prohibited for Employees, consultants and other individuals working with or on behalf of the Company to accept or solicit from a third party a gift advantage or benefit in relation to their employment or function, which does not meet all the following criteria:
i) they are infrequent;
ii) they are of a low value;
iii) they are given in a context which does not embarrass the Company;
iv) they do not in any way influence business decisions; and
v) they are not in return for a preferential treatment
or to obtain an improper advantage. Any suspicions, concerns or queries regarding the possible existence of corrupt practices should be referred to the CEO/Reporting Manager/CGEC. The anti-Bribery and Anti-Corruption policy is applicable in relation to Government Servants as well.
20. INTEGRITY OF DATA FURNISHED
Background: Significant financial implications arise from integrity of data furnished by any employee and therefore are a crucial area to be governed.
Guidelines:
Every employee shall ensure, at all times, the integrity of data or information furnished by him/her to the Organization. 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.
21. PROFESSIONAL CONDUCT
Background: The employee, as a representative of IPRS needs to uphold the professionalism in all his/her interactions with various stakeholders.
Guidelines:
21.1. All employees need to be appropriately dressed for all official engagements. This would include attire in office, in field and for all other official meetings.
21.2. In all interactions, employees should demonstrate respect for individuals and without using abusive, disrespectful or intimidating language. There is no place for threats and violence in the workplace; such unfortunate instances must be reported to the Supervisor at once. If anyone found indulging in same, the organization will be free to take disciplinary action including termination from service
21.3. Consumption of drugs or alcohol while on duty is absolutely not permitted. As the brand ambassador of IPRS, it is your responsibility to make sure you leave a positive and lasting impression of yourself and consequently, the organization
22. REPORTING CONCERNS
Background: Reporting of concerns both relating to the business and an employee are required to be reported and adequate corrective measures will be taken immediately.
Guidelines
22.1. Every employee shall promptly report to the CGEC, when she / he becomes aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanour or an act which is not in the interest of the Organization. Since it is in the interest of the Organization that all stakeholders like suppliers and partners are free
to report any violations, employees should create an environment where reporting can take place by these persons.
22.2. Any employee can choose to make a “protected disclosure” to the CGEC of a complaint received from another person (original complainant). 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 original complainant… The CGEC shall ensure confidentiality and protection to the original complainant as well as the employee who made the disclosure. Any attempt to intimidate him/her will be treated as a violation of the Code.
22.3. All letters, documents or emails are to be addressed to the Corporate Governance & Ethics Committee.
When in doubt ask yourself
1. Will my conduct allow us to maintain the trust of all our stakeholders?
2. Would my family and friends think that my conduct was ethical?
3. Have I thought about the impact on those who will be affected by my conduct?
4. Would I be comfortable if someone treated me the same way?
5. Would I be comfortable if my conduct appeared in the media?
6.Is my conduct legal and compliant with IPRS policies?
