Mr Ratan Tata has held fast to these standards.

When the managing director of a Tata company told him that, in his company, straight financial dealings would not work, Mr Ratan Tata told him that the Tatas would rather exit the company than compromise. As the MD left his room, Mr Ratan Tata thought the MD would quit. Instead, six months later, Mr Tata returned to show him much better results. In an epilogue to the 2004 edition of The Creation of Wealth, Mr Ratan Tata writes: "I would hope that my successors would never compromise and turn to soft options to meet their ends."

Corporate Governance - Fair practices Code of Conduct for Non-Executive Directors | Internal Audit Charter The Tata code of Conduct | Ethics Counselor

Fair Practices | Leadership with Trust | TCoC for Prevention of Inside Trading Besides the Tata Code Of Conduct (TCoC), a comprehensive set of tenets that all employees of TCIL adhere to is a process known as Management of Business Ethics, to ensure that their enterprises and people adhere to the highest ethical standards. The TCoC-MBE dual mechanism has a variety of components. The most important of these are:
y y

Internal initiatives to communicate and train companies and employees on ethical issues. Listening-post procedures to address concerns and dilemmas that companies may have to confront. Framing and disseminating policies and guidelines specific to individual companies. Vigilance and whistle-blowing issues.

y y

The Chief Executive Officer of TCIL Mr. B.L.Raina is also its 'Chief Ethics Officer'. Mr. K.N.Mishra, Ethics Counsellor', nominated by the chief executive officer, is the process owner of the TCoC-MBE methodology. TCIL also has an 'ethics network' comprising of Divisional Ethics Coordinators from different functions and geographies. The Ethics Counsellor is TQMS's window to the TCoC-MBE process in each company. Business ethics are also assessed on an annual basis. As a part of the Tata Group, TCIL has an 'assurance module' that captures how executives perceive their own company's progress on the MBE chart. This module provides objective feedback to the management of each organisation as well as the Group Corporate Centre on the perceptions of company insiders on the progress made in business ethics. Implicit in this approach is the belief that the Group's wide-ranging ethics methodology will enable Tata companies to become exemplars on ethical parameters in their respective spheres. In order to ensure ethical business practices and reinforce organizational values, the Tata Code of Conduct was adopted in Apr 00. EC reports to MD on CoC compliance issues and submits

monthly feedback report on CoC to EC (Tata Steel) for review/ advice. Sr. Leadership Team follows CoC implementation process and reviews CoC issues expressed by employees, suppliers, customers at Sr. Executives meeting for corrective actions and recurrence of lapses and for CoC deployment across stakeholders
Year 2000-01 Action as taken Training of all Executives by EC (Tata Steel) Signing of compliance with CoC by all executives Disclosure statement about concurrent employment and conflict of interest by Executives. Sharing through communication forums/posters in Hindi & English. 2001-02 Awareness program for all Officers and signing by all; distribution of pocket cards. Publication of CoC items in the house magazine. Appointment of 6 ethics coordinators to create/ reinforce awareness and provide feedback to EC Creation of general awareness on CoC by EC thru Presentation on CoC by EC at suppliers meet Conveying CoC requirement to customers and C/As followed by seeking structured feedback Training of new entrants on CoC by EC 2002-03 Quiz on CoC to strengthen awareness. Measurement of implementation of CoC thru Feedback on survey results. Training session for all Union officials by Ethics Co-ordinator. Adoption of CoC on behalf of all employees by the Union. Measurement of perceptions of Shareholders and general public regarding TCIL being an ethical organization. Participation of ethics Coordinators in all key deals and negotiations with suppliers and contractors. Re-visit company policies to make CoC compliant Periodic audits for regulatory compliance and financial reporting. 2003-04 Quiz on CoC to strengthen awareness. In the House journal I.e. Tinplate News / Samachar, the following items have been included for facilitating all the employees of TCIL with the Code: Employees Code of Conduct Corporate Code of Conduct Message from the Group Chairman & MD Organised the COC Quiz Competition during the month of May, 2003. Signed compliance on COC with the Union. (First time in the history of the TATA Group). Perception of other stake holders like: Shareholders responses on ethical conduct were also taken on time to Presentation on TATA COC organised for School children during Jan 04 for High School students in Khalsa School. Session on Tata CoC was regularly conducted during Domestic Management Programes for housewives. 2004-05 Quiz on CoC to strengthen awareness. Suppliers perception has been measured during the Suppliers Dialogues held on 4th June, 2004 and again on 11th March, 2005. About 86 of our key suppliers have given their Feedback. To roll out the MBE process in TCIL, Mr. Harish Ahuja, Head of Ethics, TQMS, Mumbai visited us for two days on survey TCIL presentation in JDC Meetings

Held one to one interaction with the Ethics Counsellor and all the Divisional Ethics Coordinators Made a presentation to the Sr. Management on Management of Business Ethics in the organisation TQMS hired the services of Matrix Consultants for conducting the Management of Business Ethics Assurance Survey in TCIL on 16. 8. 2004 for Sr. Management, Middle Management and Junior Management Teams which covered Jamshedpur Works, Kolkata Office and alsoRegional Offices (through electronic Mail). The main objective was to Obtain perceptions of executives in the BE-BP companies on MBE process implementation Identify actions necessary by the Company for appropriate improvements in the process Tinplate s score = 75.8 (First time Participant) This score is in Level 4... i.e. Activity almost in place ETHICS MONTHWAS CELEBRATED IN TCIL DURING DECEMBER, 2005 2005-06 Gift Policy circulated across the organization on 1st April, 2005. Ethics Counsellor attended Seminar on Management of Business Ethics in New Delhi on 20th April, 2005 Annual Report for 04-05 sent to Group Chairman from MD / Ethics Officer on 9th May, 2005 Half Day session on activities related to Management of Business Ethics was organized at Beldih Residency for Ethics Counsellors of TISGROUP of companies on 11th May, 2005. We participated in it and gave presentation. Mr. Harish Ahuja was present on the occasion to discuss regarding firming up the MBE Plan for 05-06. The Management of Business Ethics Survey for 05-06 was carried out on 31st May and 1st June, 2005 by TNS India Private Limited. This survey was combined with the TBEM & CSR Survey. About 375 respondents participated in the survey. Business Ethics Review Meeting was held with MD and all Divisional Ethics Coordinators on 15th June, 2005. As advised by MD, two new Divisional Ethics Coordinators were appointed for the Plant on 21st June, 2005. Questionnaire was sent to different customers to get their feedback on Ethics Process being followed by us. MD s Dialogue for O & E level Officers covering Business Ethics on 4th July, 2005 Declaration on compliance to the CODE signed by All employees promoted to O level since 2004 - 05 . Graduate Trainees and Directly appointed executives For the new Web site of TCIL Corporate Governance link designed and developed in consultation with MSD Awareness Session on Business Ethics conducted by Ethics Counsellor on 13th July, 2005 for all the Graduate Trainees and Directly appointed executives. This session was followed by a Role Play exercise conducted by Mr., James Davis, DEC (HR & Personnel) Awareness Session on Business Ethics and Family Values conducted by Mr. Harjit Singh, DEC (Commercial Services) on 13th July, 2005 for Vidya Jyoti School students of Class IX and X in the Family Welfare Centre. Awareness Session on Tata CoC conducted for Kolkata Union officials on 16th July, 2005 by Mr. James Davis, DEC (HR & Personnel). Presentation on Activities of Business Ethics in TCIL at Tata Power was conducted on 26th July, 2005 by Mr. James, DEC (HR and Personnel). Declaration on compliance to the CODE signed by All union officials in Kolkata on 16.7.2005 Awareness Session on Ethics and Family Values conducted by Mrs. Ann Maurya as a part of the Domestic Management Programme on 30th July, 2005 at Astha Centre. This session also covered the sexual harassment policy. Awareness Session on Business Ethics and Family Values conducted by Ethics Counsellor on 10th August, 2005 for Utkal Samaj High School students of Class IX and X in Utkal Samaj . EC convened meeting all the Finished Goods transporters and their Munshi along with

E & O level officer of COMD, ETP Shipping, Security., concerned Weighbridge Section personnel and Commercial Services on 22.8.2005 MD shared ethical concerns with all E level officers of F&A, Administration, HRM, Personnel, PRD, Medical Services on 23.8.2005 Awareness Sessions conducted for sweepers and nurses newly inducted in Medical Services on 30.8.2005. Awareness Session conducted for employees in Kolkata on the Ethics Process , the CODE and also highlighting the activities conducted during the last two financial years by Ethics Counsellor on 6.9.2005. Mr. Harish Ahuja s Presentation Feedback on MBE Assurance Survey to Sr. Management Team on 22nd September, 2005. Tinplate s score = 82.5 This score is in Level 4... i.e. Activity almost in place Awareness Sessions on Business Ethics & Family Values conducted by Mrs. Ann G. Maurya on 29th September, 2005 during 36th Domestic Management Programme at Tinplate Community Centre, Gandak Road. A session on Sexual Harassment Prevention and Redressal was taken by Mrs. Rekha Seal, Ethics Counsellor, TATA STEEL ON 20TH June, 2005 in our Auditorium, which was attended by all women employees in TCIL.

No. of Employees given training on COC

Ethical concerns raised & resolved

Action taken on Ethics Violation (%)

Community members made aware of COC