Revision

04

Effective as of
May 2011

Doc No.

Page

TSA-09_03

1 of 11

Process Manual
Code of Conduct & Ethics

CODE OF CONDUCT & ETHICS

Revision
04

Effective as of
May 2011

Doc No.

Page

TSA-09_03

2 of 11

Process Manual
Code of Conduct & Ethics

ESTABLISHMENT AND HISTORY OF CHANGES

Rev No.

Page
Affected

Effective Date

Reasons /
Contents

Prepared by

Reviewed by

Approved by

NA

1st March, 2009

Establishment of
document

Suchitra Shahapurkar

Suchitra Shahapurkar

Ishan Palit

Shashikant Shetty

Suchitra Shahapurkar

Niranjan Nadkarni

Ninad Kulkarni

Suchitra Shahapurkar

Niranjan Nadkarni

Ninad Kulkarni

Suchitra Shahapurkar

Niranjan Nadkarni

Ninad Kulkarni

Suchitra Shahapurkar

Niranjan Nadkarni

1st Sept, 2009

10

1st June, 2010

5,6,8&9

25th August 2010

4,10&11

1st May 2011

Addition under
clause 4.1 Authority to
employee to take
impartial decision
Addition under
clause 5.4
Disciplinary
Action
Addition under
clause4.1,4.3,4.4,4.9 &
4.10
Addition under
clause 1, 5.4 &
6

Revision
04

Effective as of
May 2011

Doc No.

Page

TSA-09_03

3 of 11

Process Manual
Code of Conduct & Ethics

TABLE OF CONTENTS
Chapter.
No.

Contents

Page
No.

1.

Introduction and Purpose

2.

Scope of Application

3.

TV SD Business Ethics - Core Principles

4.

TV SD Code of Conduct: Lawful and responsible behavior

4.1.

Service Integrity

4.2.

Integrity of our financial and corporate documentation

4.3.

Avoiding conflicts of interest

4.4.

Bribery and corruption

4.5.

Competition and antitrust law

4.6.

Non disclosure and data protection

4.7.

Embargos and trade regulations

4.8.

Occupational health and safety, equipment and product safety and environmental
protection.

4.9.

Responsibility of companys office equipment, assets and work materials & third
party assets.

4.10.

Money laundering

4.11.

Interaction among employees and with TV SD business partners

5.0.

Implementation and monitoring of the TV SD Code of Conduct

5.1.

Commitment

5.2.

Personal accountability

5.3.

Reporting procedure

5.4.

Disciplinary action

10

5.5.

Record keeping

11

References

11

6.

Revision
04

Effective as of
May 2011

Doc No.

Page

TSA-09_03

4 of 11

Process Manual
Code of Conduct & Ethics

INTRODUCTION & PURPOSE

This procedure represents the Code of Conduct to be maintained by all employees of TV SD South
Asia.
The main purpose is to establish principal of code of conduct for all employees during their tenure in TV
SD South Asia and ensure harmonious work relationship amongst the colleagues and team.
This procedure addressed the requirements of Corporate Governance procedure Code of Conduct CGCC-001 and TV SD Asia Pacific Code of Professional Conduct TAP-4-03.
To lay down policy stipulations so as to prevent/safeguard any unauthorized transfer/use of TV SD
South Asias Knowledge tools as mentioned herein by its employees, auditors, consultants, retainers and
secure a full compliance including making them aware of the penal consequences and also claim for
damages in case of any breach thereof

SCOPE OF APPLICATION
The provisions of this Code of Conduct are applicable to all employees of TV SD South Asia.
It is the responsibility of every employee to uphold the image of our organization through their personal
conduct and professional competence so as to enhance the customer satisfaction both for internal and
external customers

TV SD BUSINESS ETHICS CORE PRINCIPLES

Our corporate conduct is characterized by loyalty and integrity, which is reflected in the following core
principles.
We operate worldwide in compliance with recognized standards, and observe local and
international laws and regulations wherever we conduct business.
We are accountable for our actions and stand by them. Staff are continuously informed and trained to
raise their awareness on how to address ethical issues.
We are committed to continuous improvement. Staff shall report internal violations of this TV SD
Code of Conduct. The first point of contact where such violations are reported is always the direct
supervisor who may call in the VP / Chief Executive Officer and the relevant experts from Corporate
Divisions (in particular Legal, Human Resources, Finance and Accounting) for support.
We maintain integrity and build confidence. Should staff or business partners be confronted with
violations of the TV SD Code of Conduct, they may also contact an external ombudsman
scheme in person or anonymously, which is committed to confidentiality and anonymity.
We are accountable for our staff. Nobody may suffer disadvantages from compliance with the TV
SD Code of Conduct.
We reject unethical business practices and operate our business free from corruption or bribery.

Revision
04

Effective as of
May 2011

Doc No.

Page

TSA-09_03

5 of 11

Process Manual
Code of Conduct & Ethics

TV SD CODE OF CONDUCT: LAWFUL AND RESPONSIBLE BEHAVIOR

4.1

Service Integrity

Our quality and professionalism provide measurable value-added to our clients and are
key characteristics of our services.
We provide our services independently and professionally in compliance with the
relevant technical standards and in line with the methods, standards and processes
applicable at TV SD.
We document all results of our services accurately and completely.
All employees are empowered to take impartial decision under the scope of their work. Any
commercial, financial or any other pressures from external or internal parties should not
influence employees.

4.2

Integrity of our financial and corporate documentation

Transparency in external and internal relationships and orientation to the standards applicable to
companies listed on the stock exchange are the criteria of our business operations.
We record all business transactions in the appropriate accounts and use the correct
documents.
We retain the above documentation in line with the relevant legal requirements and
the internal regulations applicable at TV SD South Asia & TV SD Group.

4.3

Avoiding conflicts of interest

Loyalty towards the company and staff is one of the key elements of our corporate values and
business principles.
We avoid situations which may lead to conflicts between personal or financial interests on
one hand and the interests of TV SD on the other hand.
We do not accept or award any direct or indirect benefits, in particular kick-backs or personal
gifts/invitations, which may reasonably be assumed to influence business decisions or
transactions, including transport to clients site unless appropriate authority approves it.
Excluded from the above are socially acceptable gifts or invitations within the scope of normal
business hospitality.
We shall devote our time, attention our work and we shall perform the duties to the best of
our abilities. We shall not, whether directly or indirectly, undertake any work or duty for or be
concerned or interested in any company or business or person (other than as a shareholder,
holding not more than 1% of any class of shares, of a company whose business does not
compete with the business of the Company) whether within or outside our hours of work with
the Company.

Revision
04

Effective as of
May 2011

Doc No.

Page

TSA-09_03

6 of 11

Process Manual
Code of Conduct & Ethics

The above list of conflicts of interest is not exhaustive and serves as an example only. Conflicts of
interest may arise from any situation in which the interests of TV SD are at odds with the
personal interests of staff, their relatives or other persons with whom they are in close personal
contact. We avoid any appearance of a conflict of interest. In cases of doubt, possible conflicts of
interest must be communicated to the supervisor for decision making.
Related Documents
Conflict of Interest - Employee Form: TSA-09_04_01
Conflict of Interest - Vendor Form: TSA-09_04_02

4.4

Bribery and corruption

The impartiality and integrity of our services are of the utmost importance for the reputation of our
company. We keep private and business spheres separate and, both in South Asia and
abroad, strictly refrain from
Any actions that may give impermissible direct or indirect benefits (e.g. offering or presenting
money or other personal benefits) to business partners or authorities and their staff or any
other third parties. This applies in particular to benefits of a type and scope that may unduly
influence the recipients conduct or decisions.
Calling in any third parties (e.g. Consultants, brokers, sponsors, representatives or other
agents) without first obtaining approval to do so or to circumvent the above regulation.
Making donations or otherwise supporting third parties without prior approval.
No pecuniary consideration or personal favors will be taken or accepted while rendering
services.
Avoid any gifts (cash or kind), hospitality and invitations from vendors, agents or any business
associates. Any gifts, hospitality and invitations must be associated with business relations or a
real business purpose and remain within the socially and legally acceptable limits and should be
approved by appropriate authority.
Violations of this provision are not in the companys best interestas they may result in personal
prosecution under criminal law or high fines.
In the event where you solicit or accept any advantage without lawful authority or reasonable
excuse in relation to the Companys business, the Company, as a general rule, will not give
consent to any such practice

4.5

Competition and antitrust law

We are committed to fair and open competition in a free market economy. We strictly refrain from
Illegal practices and/or practices prosecuted under criminal law (e.g. illegal collusive
tendering or price fixing) which exclude, restrict or distort competition.
Exchanging information with competitors.

Revision
04

Effective as of
May 2011

Doc No.

Page

TSA-09_03

7 of 11

Process Manual
Code of Conduct & Ethics

Discriminating against competitors through abuse of a market dominating position

Violations of the above provisions are subject to penalties or significant fines and may result in
the corresponding agreements becoming null and void or in exclusion from invitations to tender
or public bidding procedures. Apart from the above, they may also result in considerable claims
of damages under civil law.

4.6

Non disclosure and data protection

Client confidence and trust in our staff is one of the key business principles of our organization.
We respect and observe Operational and business secrets of TV SD and its business
partners;
We shall not directly or indirectly disclose to any person whatsoever or otherwise make use
of any trade secrets or information of a confidential or commercial nature relating to the
Company or any of its associated or related bodies corporate or companies or their
businesses or information in respect of which the Company owes an obligation of confidence
to any third party ("Confidential Information") during or after our employment except as
required by law. This restriction shall continue to apply without limit in point of time but shall
cease to apply to Confidential Information which may properly come into the public domain
through no fault of ours.
We must, if requested by the Company, delete all Confidential Information from any reusable
material and destroy all other documents (including copies thereof) and tangible items which
contain or refer to any Confidential Information which are in our possession or under our
control, and in any event, return to the Company upon termination of our employment for any
reason whatsoever, all materials, documents, copies of such documents and tangible items
which belong to the Company.
We shall not remove from the Companys premises any materials including without limitation
drawings, documents, models, apparatus and diskettes which contain Confidential
Information or make copies thereof otherwise in the course of carrying out our duties.
Ownership of Intellectual Property Rights
i. Any invention, patent, petty patent, utility model, copyright, design, circuit layout-design,
trade mark, trade name, technology, know-how, trade secret, Confidential Information or
any other intellectual property or common law or other proprietary rights of all types,
including but not limited to, test and performance data, processes, production methods
and improvements to all such matter (Intellectual Property) made developed or
discovered by us during our employment with the Company and any goodwill and all
rights in and associated with such Intellectual Property shall be and remain the sole and
exclusive property of the Company.
ii. In the event that we are deemed to be the owner of any Intellectual Property arising
under Clause (mentioned above) by virtue of the operation of any law, we shall hold it on
trust for the sole benefit of the Company. Further, we shall at the request of the
Company, do all acts and execute all such documents to vest the same absolutely in the

Revision
04

Effective as of
May 2011

Doc No.

Page

TSA-09_03

8 of 11

Process Manual
Code of Conduct & Ethics

Company (or as the Company shall direct). We agree that we will not have any claim of
any nature in respect of the Intellectual Property.

4.7

Embargos and trade regulations

As a globally operating company, we must comply with national and international agreements
when providing our services. We comply with
Appropriate national and international restrictions on trade (embargos), and;
In particular, with the provisions set forth in the Foreign Trade and Payments Act and the EU
Regulation on export controls for dual-use items and the fight against terrorism.

4.8

Occupational health and safety, equipment and product safety and

environmental protection

Protection of people and the environment is one of the fundamental principles of TV SD. This
applies equally when we carry out work for our own company and when we provide services to
clients and business partners. We comply with
The laws and regulations governing environmental protection, occupational health, and
Equipment, product and occupational safety

4.9

Responsibility of companys office equipment, assets and work

materials & third party assets

We shall be responsible for the safe custody and proper usage of all office equipment
(including computers, peripherals and software), assets and work materials (including work
manuals, reference files and training materials) issued to us by the Company. Upon leaving
the Company, we are required to return all issued property in good condition to the Company.
We are responsible for any replacement costs in the case where items are damaged or
misplaced.
We apply due care in the handling of our own assets and the assets of others, including
equipments, instruments, accessories and intangible assets, e.g. know -how and industrial
property rights (brands, patents), ranks high at TV SD and will show equal respect to
know-how and industrial property rights of others.

4.10 Money laundering

For TV SD, a company actively participating in competition, appropriate service remuneration
plays an important role.
We comply with Indian & International money laundering regulations.

Revision
04

Effective as of
May 2011

Doc No.

Page

TSA-09_03

9 of 11

Process Manual
Code of Conduct & Ethics

We refrain from borrowing money from agents, vendors, suppliers. Any direct financial
dealing with above-mentioned parties is strictly prohibited unless appropriate authority
approves it.
We refrain from involvement in any business serving to exchange or transfer money which is
directly or indirectly criminally obtained or to smuggle other directly or indirectly
criminally obtained assets in the legal circular flow of money

4.11 Interaction among employees and with TV SD business partners

Respect at work and when dealing with clients and business partners is a key element of TV
SDs corporate philosophy. Every employee also represents the company to the public In both
internal and external relationships, we
Treat all colleagues and clients, regardless of department or position with dignity & respect.
Refrain from any discrimination (on the basis of gender, age, disabilities, sexual orientation
ethnic origin or religious belief) or workplace bullying.

IMPLEMENTATION AND MONITORING OF THE TV SD CODE OF CONDUCT

5.1

Commitment

We hereby commit ourselves in particular to operating our business free from bribery. We
therefore deliberately refrain from maintaining business relations to third parties of whom we are
aware that they practice business by giving and demanding undue benefits.
As a company committed to long-term thinking and sustainable action, we are convinced that this
type of corporate policy will help us operate even more successfully in global competition in
future while presenting no contradiction to profitability and growth.

5.2

Personal accountability

We are all personally accountable for complying with the TV SD Code of Conduct.
The provisions of this policy document will be brought to the attention of all concerned and their
acknowledgment will be taken on record. The communication of the provisions contained in this
policy document will form an integral part of the induction process for all future incoming
employees, associates and service personnel.
Most of the clauses from Code of Conduct are also included in appointment contract, and every
employee must sign the same.

Revision
04

Effective as of
May 2011

Doc No.

Page

TSA-09_03

10 of 11

5.3

Process Manual
Code of Conduct & Ethics

Reporting procedure

Reporting Procedure: If any the employee who suspects or has reasonable doubts of any
violation, any fraudulent behavior, any malpractices or any other misconduct is encouraged to
report the same. Any employee who reports such violation / misconduct shall be protected from
reprisals and his/her confidentiality shall be maintained. Any Victimization of employees reporting
malpractice or attempt to deter them from raising such a concern will be treated as a serious
disciplinary offence
If any employee reasonably suspects that there are violations or other misconduct, then he / she
should report this immediately to the Vice President Certification. However, if for any reason
they are reluctant to do so, then they should report their concerns to the Chief Executive Officer.
Employee can also report to CODE (Initiative taken by AP) directly. Details of CODE are
available on HRMS portal.

5.4

Disciplinary action

Principles Governing the Disciplinary Process

No disciplinary action will be taken without just cause.

TV looks at four main factors when determining an employees disciplinary action

Seriousness of offense
Repetition or duration of offense
Existence of any prior offenses and disciplinary actions.
Employee response to previous disciplinary actions and current impending
disciplinary action

Depending on these four factors, HR or the disciplinary committee in consultation management

may choose any of the disciplinary action steps listed above. In the most serious cases,
termination may be the first and only disciplinary action taken. Management also reserves right to
forfeiture the notice pay if the termination is due to serious act of misconduct. The following
offenses may warrant immediate termination, without any prior warnings or other disciplinary
actions.
Some of the typical offences are as follows
Acts of Misconduct
Acts of moral turpitude
Acts of violence
Endangering life or property
Harassment /Sexual harassment
Disclosure or misuse of confidential material
Misuse of authority
Reporting to or engaging in organization related work while under the influence of illegal
drugs and /or alcohol.

Revision
04

Effective as of
May 2011

Doc No.

Page

TSA-09_03

11 of 11

5.5

Process Manual
Code of Conduct & Ethics

Possession of narcotics and / or sale of illegal drugs.

Theft, fraud & dishonesty
Bribery and corruption
Failure to disclose actual conflicts of interest
Disruptive behavior
Insubordination
Falsification of records & documents
Sabotage
Breach of any other conditions of employment
Any financial irregularities
Any other act of serious misconduct

Record keeping

Organization will keep a written record of all disciplinary actions taken, including verbal warnings.
These reports will remain a part of the employees record for a period of 1 year after the offense.
If the employee does not commit any other offenses during that time, the report will be taken off
of the employees record. The report will, however, still remain a part of the employees personnel
file. If the employee commits additional offense(s), the original report as well as the new report(s)
will stay on the employees record.

REFERENCES
Corporate Governance procedure Code of Conduct CG-CC-001.
TV SD Asia Pacific Code of Professional Conduct TAP-4-03