Exhibit 99.2
**WIPRO LIMTED**
**CODE OF BUSINESS CONDUCT AND ETHICS**
     **Table of Contents**
     1. Our Promise
     2. Chairman’s Message
     3. Policy on Business Relationships
     4. Conflict of Interest Policy
     5. Controllership Policy
     6. Policy on Insider Trading
     7. Policy on Fraudulent and Unfair Trade Practices in the Securities Market
     8. Policy on Intellectual Property
     9. Policy on Competition
     10. Electronic Resources Usage Policy
     11. Privacy and Confidentiality Policy
     12. Wipro Equal Employment Opportunity Policy, Employment Policy and Policy on Prohibitionof Harassment & Discrimination
     13. Media Policy
     14. Advertisement Policy
     15. Environment, Health and Safety Policy
     16. Policy on Separation
     17. Maintaining And Managing Records
     18. Records On Legal Hold
     19. Export Controls
     20. Confidential Information
     21. Selecting Suppliers
     22. Lobbying
     23. Government Contracts
     24. Elimination of child labor
     25. Free And Fair Competition/Antitrust
     26. Antiboycott
     27. Freedom of association.
 

 

     28. Industrial Espionage
     29. Abolition of forced labor.
     30. General
     31. Procedure for reporting Concerns
     **1. OUR PROMISE**
     “With utmost respect to Human Values, we promise to serve our Customer withIntegrity, through Innovative, Value for Money Solutions, by Applying Thought,day after day”.
     The four Implied Values* encapsulated in this promise represent our CompanyValues are:      Human Values – We respect the unique needs of Customers and employees. We aresensitive to their differing needs in our interactions with them.      Integrity – We deliver what we commit with honesty, truthfulness, reliability anduprightness in whatever we do.      Innovative Solutions – We consistently offer novel and superior solutions tosatisfy the needs of the Customer.      Value for Money – We delivering higher value to the Customer throughcontinuous improvement in quality, cost, speed and simplified processes.
* For more details read our booklet ‘Wipro Values ‘
 

 

     **2. CHAIRMAN’S MESSAGE**
     Our Values and Promise form the essence of Wipro. They guide us through difficult situations,controversies and moral dilemmas by defining parameters for right and wrong actions. They are thetouchstone of our morality and our way of life.
     As employees of Wipro, you are the manifestation of our Values. By joining us, you have alsojoined a movement, a way of life and we are honored to have you with us as partners and custodiansof our value system. One of the Values we cherish is Integrity. Very simply it means that wedeliver what we commit. Honesty, truthfulness, reliability and uprightness in whatever we do.Always tell the truth so you do not have to remember what you had said.
     We believe that all of you have the maturity and integrity to take a call when faced withmajor choices and dilemmas. To make your job easier we have tried to define some guidelines incritical areas like conflict of interest, confidentiality, intellectual property, insider trading,sexual harassment etc. Some examples are also given for clarification.
     This handbook attempts to serve two purposes. Firstly to guide you through the tough choicesyou may be faced with, in the daily execution of your role. And secondly to help create confidencein the mind of our customers, investors, suppliers and the society at large with respect to ourdependability and sincerity.
     Azim Premji
     **3. POLICY ON BUSINESS RELATIONSHIPS**
     The Company will only obtain and conduct business legally and ethically. The quality of ourproducts and the efficiency of our services at the most competitive prices is our greatest tool inmarketing our business. Profits do not justify unfair / unethical business tactics. No contributionis permitted without the prior approval of the management of the Company, any fund or other assetsbelonging to the Company for political purposes in any territory or country. We should uphold thehighest standards of integrity in all third party dealings. We should ensure that third parties donot violate the Company’s policies and should never give, offer, or authorize the offer, directlyor indirectly (proxy bribing) , of anything of value (such as money, goods or service) to any thirdparty including government official to obtain any improper advantage. A contribution orentertainment should never be offered under circumstances that might create the appearance of animpropriety. Some very modest gifts, with a value not exceeding USD 25 or equivalent currency,appropriate to give in the normal course of business practice may be acceptable if they meet thefollowing criteria;
 –  They are consistent with accepted business practices.  –  They do not violate applicable law.  –  They cannot be reasonably construed as payment or consideration for influencingor rewarding a particular decision or action.  –  Their public disclosure would not embarrass Wipro.
     **4. CONFLICT OF INTEREST POLICY**
     The term “conflict of interest” pertains to situations in which financial or personalconsiderations may compromise, or have the appearance of compromising our judgment of professionalactivities. A conflict of interest exists where the interests or benefits of one person or entityconflict with the interests or benefits of the Company.
     In consideration of your employment with the Company, you are expected to devote your fullattention to the business interests of the Company. You are prohibited from engaging in anyactivity that interferes with your performance or responsibilities to the Company or is otherwisein conflict with or prejudicial to the Company. It is a conflict of interest to serve as a directorof any company that competes with the Company. Although you may serve as a director of the Companysupplier, customer, developer, or other business partner, our policy requires that you first obtainapproval from the Company’s Corporate Legal Department before accepting a directorship.
 

 

     As a general rule, you should avoid conducting the Company business with a relative orsignificant other, or with a business which a relative or significant other is associated in anysignificant role. If such a related party transaction is unavoidable, you must fully disclose thenature of the related party transaction to the Company’s Chief Financial Officer. Any dealings witha related party must be conducted in such a way that no preferential treatment is given to thisbusiness. (For the definition of a relative / significant other please refer Integrity Manual)
     The Company discourages the employment of relatives in positions or assignments within thesame department and prohibits the employment of such individuals in positions that have a financialdependence or influence (e.g., an auditing or control relationship, or a supervisor/subordinaterelationship). Willful withholding of information regarding a prohibited relationship/reportingarrangement may be subject to corrective action, up to and including termination.
     The outside publication of books, articles or manuscripts which relate in any way to theCompany’s business does not require any action if the material is first submitted and approved bythe management and provided that in all these communications there is a legend attached to statethe following
     ‘The views expressed in this article/presentation are that of mine and Wipro does notsubscribe to the substance, veracity or truthfulness of the said opinion’
     The Company may, after considering the facts and circumstances of each case, permit certainemployees to work for certain Non- Governmental Organizations, Clubs and Charitable Institutions.The employee should ensure that his services do not in any manner affect the Company’s interest.The employee shall not accept remuneration for any service rendered by him except reimbursement ofexpenses that has been incurred by him for having provided the service (travel expenses, lodging,boarding, etc).
     If a proposed transaction or situation raises any questions or doubts in your mind you shouldconsult the Legal Department or Human Resources Department.
     **5. CONTROLLERSHIP POLICY**
     We all have a responsibility to protect the assets of the Company, ensure optimal utilizationof assets and to report and record all transactions. We should protect the Company’s assets fromloss, damage, misuse or theft and assets may only be used for business purposes and other purposesspecifically approved by management and must never be used for illegal purposes. Employees who haveaccess to proprietary and confidential information must take every precaution to keep itconfidential. Every employee should protect the reputation of the Company, its employees and itsproducts. Employees should never make any false or artificial entries in any records.
     **6. POLICY AGAINST INSIDER TRADING**
     Insider trading is prohibited by both Law as well as by the Company policy. Insider Tradinggenerally involves the act of subscribing or buying or selling of the Company’s Securities, when inthe possession of any Unpublished Price Sensitive Information about the Company. It also involvesdisclosing any Unpublished Price Sensitive Information about the Company to others who couldsubscribe or buy or sell the Company’s Securities. Insider Trading invokes severe civil andcriminal penalties not only on the Insider but also on the Company in certain circumstances underFederal Securities Statutes of the United States of America as well as the Regulations issued inIndia under the Securities and Exchange Board of India (SEBI) Act, 1992.
     “Price sensitive information” is information which relates directly or indirectly to a Companyand which if published is likely to materially affect the price of Securities of a Company. It isimportant to note that both positive and negative information could be price sensitive. Employeesare encouraged to follow the Insider Trading Code at all times. Punishment for violation caninclude wage freeze, termination and even a criminal offence resulting in a fine or penalty.
     **7. POLICY ON FRAUDULENT AND UNFAIR TRADE PRACTICES IN THE SECURITIES MARKET**
     The Company’s securities are listed on all the major Stock Exchanges in India and its AmericanDepository Receipts are listed on the NYSE. The Company is committed to comply with securities lawsin all jurisdictions in which the Company’s securities are listed. The Company prohibits fraudulentand unfair trade practices in the securities market, with regard to the securities of the Companyor of any company Wipro has business dealings with. This policy shall apply to directors andemployees of the Company.
     **8. INTELLECTUAL PROPERTY POLICY**
 

 

     We have an utmost obligation to ourselves to identify and protect the intellectual properties,trade secrets and other confidential information owned by the Company and it’s clients orassociates because it is critical to our success. By “Intellectual Property Rights ( IPR ) we meangenerally patented or potentially patentable inventions, trademarks, service marks, trade names,copyrightable subject matter, and trade secrets.
     We have an obligation to protect Wipro IPR and Client IPR at all times. Always consult legalcounsel of the concerned business department whenever an IPR issue is involved and you are notclear on the course of action to be taken.
     **9. COMPETITION POLICY**
     The Company shall compete only in an ethical and legitimate manner. It prohibits all actionsthat are anti-competitive or otherwise contrary to laws that govern competitive practices in themarketplace. As the Company’s business interests are spread across the world, the Company may besubject to competition laws of various jurisdictions and shall comply with the same.
     Employees are required not to enter into agreements, discussions with competitors about anymatter relating to competition between the Company and its competitor, such as sales prices,marketing strategies, market shares and allocation of market, territories, supply and sources orcustomers, nor enter into any agreement with competitors that affect prices and constitute illegalprice–fixing prohibited under the Competition laws. Employees should not conduct themselves in suchmanner that it is perceived as Industrial espionage or commercial bribery. Also, employees shouldensure that distributors or agents selling the Company’s products, should enter into any acceptedpractices, like bundling of products, discounts on the market price, free gifts etc., only with theexpress permission of the Company. Employees should not initiate or encourage boycotts of specificproducts or services or arbitrary refusal of dealing with designated customers or suppliers. Oneshould not enter into agreements or arrangement in restraint of trade, prices, quality of productsor services or in any manner monopolize any part of trade or commerce by controlling the supply ofa product or service with the intention to control its price or to exclude competitors from themarket.
     Further, employees should not be encouraged to disclose confidential information that isassociated with his previous employment. Always consult the legal counsel in case of doubt.
     **10. ELECTRONIC RESOURCES USAGE POLICY**
     Electronic resources form the backbone of the Company and hence norms for their usage are veryimportant. Employees should ensure that they use only licensed software and take back-up of allimportant data. Uses that threaten the integrity of the system, the privacy of others, or that areotherwise illegal, are hence forbidden. The company reserves the right to access and monitor allmessages and files on its system, including information regarding employee Internet use, as andwhen deemed necessary and appropriate. The electronic resources shall be used in an effective,ethical and lawful manner. Users who receive or notice obscene or inappropriate messages are neededto report the same immediately to their supervisor or Human Resources Department. The InformationManagement Group (IMG) assigned Company e-mail address should be used for official purposes only.Upon assignment to a client site, please write to mailadmin@wipro.com to dot forward his wipro.commail to the client e-mail address.
     **11 . PRIVACY AND CONFIDENTIALITY POLICY**
     One of the biggest concerns in the present information technology era is protection ofconfidential and personal information that is collected and disseminated. The Company understandsthat protection of all confidential information is essential. We are committed to protectingbusiness and personal information of a confidential nature obtained from clients, associates andemployees. **“**Confidential information” includes all trade related information, trade secrets,confidential and privileged information, customer information, employee related information,strategies, administration, research in connection with the Company and commercial, legal,scientific, technical data that are either provided to or made available to the employee by theCompany to facilitate his work or that the employee is able to know or has obtained access byvirtue of his employment or position with the Company. Employee should never accept informationoffered by a third party that is represented as confidential, or which appears from the context orcircumstances to be confidential, unless an appropriate nondisclosure agreement has been signedwith the party offering the information. The legal department can provide nondisclosure agreementsto fit any particular situation.
     **12. WIPRO’S EQUAL OPPORTUNITY, EMPLOYMENT POLICY AND POLICY PROHIBITING DISCRIMINATION AND     HARASSMENT**
     The Company’s greatest asset is its employees. The Company is committed to attracting,retaining, and developing the highest quality and most dedicated work force possible in today’smarket. The Company endeavors to offer equality of opportunity to all employees and not to engagein or support discrimination in hiring, compensation,
 

 

access to training, promotion, termination or retirement based on ethnic and national origin,race, caste, religion, disability, sex or political orientation. The Company strives to hire andpromote people on the basis of their qualifications, performance, and abilities, and is determinedto provide a work environment free of any form of illegal discrimination both direct and indirect,including sexual harassment. Further, the Company is committed to maintaining a workplace whereeach employee’s privacy and personal dignity are respected and protected from offensive orthreatening behavior including violence. The Company is also committed to have a workplace that isfree from illegal use of drugs and alcohol.
     Any employee with questions or concerns about any type of discrimination in the workplace isencouraged to bring the issue to the attention of his / her immediate supervisor or the head of theconcerned business unit.
     **13. MEDIA POLICY**
     To facilitate the achievement of our vision, apart from achieving our business plans, it isnecessary to communicate our achievements and plans in the most effective manner through the mediato our investors, Customers, existing and potential, and to the community at large in which weoperate. This policy is important not only from the context of evolving and maintaining aneffective relationship with the media but also for legally safeguarding the information released tothe media. In this context it is important that all statements to the media shall be true and fair,for which purpose each business unit and division shall have selected persons who are authorized tospeak to media on identified subjects. Disclosure of forward looking statements should be combinedwith cautionary statements. One should ensure approval of customers, vendors etc if reference ismade about such customers. Do not disclose non public information selectively to a particulargroup.
     **14. ADVERTISEMENT POLICY**
     The Company acknowledges that advertising is an essential instrument for effective brandbuilding and communicating with the consumers. In accordance with the Company’s corporatephilosophy it is necessary to ensure that all advertisements of the Company’s products and servicesare done ethically and in a legitimate manner. Advertising must not misrepresent, or be likely tomislead the consumer, as to the character, quantity, composition or safety of the productadvertised. The Company requires every employee to protect all trademarks, brand names and otherproprietary material of the Company and of third parties. We should not disparage products orservices of competitors and should avoid political or religious remarks in advertisements.
     **15. ENVIRONMENT, HEALTH AND SAFETY POLICY**
     We take environmental consciousness a step further at the Company. We believe that all in theCompany are environment conscious and contribute to preserving nature (at a higher level) as wellas danger-proofing our own respective work areas. All of us are responsible for conducting safe andenvironmentally sound operations. Fundamentally, this is in the interest of our own and other’squality of life. Therefore, employees should consider the potential impact of the activities,products and services of the Company on human health and the environment and take necessarymeasures, over and above legal requirements, to reduce such impact. E.g. paper consumption,food/water/electricity wastage, littering in public or private places, smoking in common areas andprotection of plant life.
     **16. POLICY ON SEPARATION**
     Employees will retire from the services of the Company on completion of 58 years of age. It is60 years in case of a person engaged in the management category prior to January 1, 1967 orpromoted to management category prior to June 1, 1975. Employee will retire on the last day of themonth in which he attains the age of retirement as above. Employees leaving the Company other thanon normal retirement are required to serve a notice to the Company for the period specified intheir employment contract or as applicable to their class. The Human Resource representative or anyother manager, who is requested to do it, should conduct a structured exit interview in the weekprior to employee’s final settlement. The finding at the interview is to be recorded and filed inthe employee’s folder.
     **17. MAINTAINING AND MANAGING RECORDS**
     The purpose of this policy is to set forth and convey the Company’s business and legalrequirements in managing records, including all recorded information regardless of medium orcharacteristics. Records include paper documents, CDs, computer hard disks, email, floppy disks,microfiche, microfilm or all other media. The Company is required by the central, local, state,federal, foreign and other applicable laws, rules and regulations, to retain certain records and tofollow specific guidelines in managing its records. Civil and criminal penalties for failure tocomply with such guidelines can be severe for employees, agents, contractors and the Company, andfailure to comply with
 

 

such guidelines may subject the employee, agent or contractor to disciplinary action, up toand including termination of employment or business relationship at the Company’s sole discretion.
     **18. RECORDS ON LEGAL HOLD**
     A legal hold suspends all document destruction procedures in order to preserve appropriaterecords under special circumstances, such as litigation or government investigations. TheCompany’s Legal Department determines and identifies what types of Company records or documents arerequired to be placed under a legal hold. Every Company employee, agent and contractor must complywith this policy. Failure to comply with this policy may subject the employee, agent or contractorto disciplinary action, up to and including termination of employment or business relationship atthe Company’s sole discretion. The Company’s Legal Department will notify you if a legal hold isplaced on records for which you are responsible. If you have any questions about this policy youshould contact the Company’s Legal Department.
     **19. EXPORT CONTROLS**
     A number of countries maintain controls on the destinations to which products or software maybe exported. Some of the strictest export controls are maintained by the United States againstcountries that the U.S. government considers unfriendly or as supporting international terrorism.The U.S. regulations are complex and apply both to exports from the United States and to exports ofproducts from other countries, when those products contain U.S.-origin components or technology.Software created in the United States is subject to these regulations even if duplicated andpackaged abroad. In some circumstances, an oral presentation containing technical data made toforeign nationals in the United States may constitute a controlled export. The Legal Departmentcan provide you with guidance on which countries are prohibited destinations for Company productsor whether a proposed technical presentation to foreign nationals may require a U.S. Governmentlicense.
     **20. CONFIDENTIAL INFORMATION**
 i)  Appropriate Nondisclosure Agreements. Confidential information may take manyforms. An oral presentation about a company’s product development plans may containprotected trade secrets. A customer list or employee list may be a protected tradesecret. A demo of an alpha version of a company’s new software may contain informationprotected by trade secret and copyright laws. You should never accept informationoffered by a third party that is represented as confidential, or which appears from thecontext or circumstances to be confidential, unless an appropriate nondisclosureagreement has been signed with the party offering the information. The legaldepartment can provide nondisclosure agreements to fit any particular situation, andwill coordinate appropriate execution of such agreements on behalf of the company.Even after a nondisclosure agreement is in place, you should accept only theinformation necessary to accomplish the purpose of receiving it, such as a decision onwhether to proceed to negotiate a deal. If more detailed or extensive confidentialinformation is offered and it is not necessary, for your immediate purposes, it shouldbe refused.  ii)  Need-to-Know. Once a third party’s confidential information has been disclosedto the Company, we have an obligation to abide by the terms of the relevantnondisclosure agreement and limit its use to the specific purpose for which it wasdisclosed and to disseminate it only to other Company employees with a need to know theinformation.  iii)  Notes and Reports. When reviewing the confidential information of a thirdparty under a nondisclosure agreement, it is natural to take notes or prepare reportssummarizing the results of the review and, based partly on those notes or reports, todraw conclusions about the suitability of a business relationship. Notes or reports,however, can include confidential information disclosed by the other party and soshould be retained only long enough to complete the evaluation of the potentialbusiness relationship. Subsequently, they should be either destroyed or turned over tothe Legal Department for safekeeping or destruction. They should be treated just asany other disclosure of confidential information is treated: marked as confidential anddistributed only to those the Company employees with a need to know.  iv)  Competitive Information. You should never attempt to obtain a competitor’sconfidential information by improper means, and you should especially never contact acompetitor regarding their confidential information. While the Company may, and does,employ former employees of competitors, we recognize and respect the obligations ofthose employees not to use or disclose the confidential information of their formeremployers.
 

 

    The Company does not encourage any comparison to any or its competitors that are notsubstantiated, accurate and misleading. Certain countries prohibit comparativeadvertising.     It is important to take extra care when dealing with Competitors. It is inevitablethat you and competitors will from time to time, meet, talk and attend the sameindustry or association meetings. Many of these contacts are perfectly acceptable aslong as established procedures are followed. Acceptable contacts include; sales toother companies in our industry and purchases from them; approved participation injoint bids; and attendance at business shows, standard organization and tradeassociations.     In all contacts with competitors, do not discuss pricing policy, contract terms,costs, inventories, marketing and products plans, surveys and studies and otherproprietary and confidential information. Discussion of these subjects orcollaboration on them with competitors can be illegal. In summary, disassociateyourself and the Company from participation in any possible illegal activity withcompetitors; confine communication to what is clearly legal and proper
     **21. SELECTING SUPPLIERS**
     The Company’s suppliers make significant contributions to our success. To create anenvironment where our suppliers have an incentive to work with the Company, they must be confidentthat they will be treated lawfully and in an ethical manner. The Company’s policy is to purchasesupplies based on need, quality, service, price and terms and conditions. Suppliers should beselected based on merit, price quality and performance. The Company’s policy is to selectsignificant suppliers or enter into significant supplier agreements through a competitive bidprocess where possible. Under no circumstances should any Company employee, agent or contractorattempt to coerce suppliers in any way. The confidential information of a supplier is entitled tothe same protection as that of any other third party and must not be received before an appropriatenondisclosure agreement has been signed.
     **22. LOBBYING**
     Employees, agents or contractors whose work requires lobbying communication with any member oremployee of a legislative body or with any government official or employee in the formulation oflegislation must have prior written approval of such activity from the Company’s Chief FinanceOfficer. Activity covered by this policy includes meetings with legislators or members of theirstaffs or with senior executive branch officials. Preparation, research, and other backgroundactivities that are done in support of lobbying communication are also covered by this policy evenif the communication ultimately is not made.
     **23. GOVERNMENT CONTRACTS**
     It is the Company’s policy to comply fully with all applicable laws and regulations that applyto government contracting. It is also necessary to strictly adhere to all terms and conditions ofany contract with central, local, state, federal, foreign or other applicable governments. TheCompany’s Legal Department must review and approve all contracts with any government entity.
     **24. ELIMINATION OF CHILD LABOUR.**
     It is the Company’s policy not to support child labor. The Company is committed toimplementing the provisions of the Child Labour (Prohibition and Regulation) Act, 1986. TheCompany aware of social reality of the existence child labor exists and recognizes that this evilcannot be eradicated by simply setting up rules or inspections. Towards this end, the Company iscommitted to work in a pro-active manner to eradicate child labor by actively contributing to theimprovement of children’s social situation. To promote this, the Company encourages its Suppliersalso to work towards a no child-labor policy. As part of its efforts to eliminate the evil ofchild labor, the Company encourages the employment of the parents of such children to secure theexistence of the family and the education of the children.
     **25. FREE AND FAIR COMPETITION/ANTITRUST**
     Most countries have well-developed bodies of law designed to encourage and protect free andfair competition. The Company is committed to obeying both the letter and spirit of these laws.The consequences of not doing so can be severe for all of us.
     These laws often regulate the Company’s relationships with its distributors, resellers,dealers, and customers. Competition laws generally address the following areas: pricing practices(including price discrimination), discounting,
 

 

terms of sale, credit terms, promotional allowances, secret rebates, exclusive dealerships ordistributorships, product bundling, restrictions on carrying competing products, termination, andmany other practices.
     Competition laws also govern, usually quite strictly, relationships between the Company andits competitors. As a general rule, contacts with competitors should be limited and should alwaysavoid subjects such as prices or other terms and conditions of sale, customers, and suppliers.Employees, agents or contractors of the Company may not knowingly make false or misleadingstatements regarding its competitors or the products of its competitors, customers or suppliers.Agreements with the competitors that affect prices they charge may constitute illegal price–fixingwhich is prohibited under the Competition laws. Participating with competitors in a tradeassociation or in a standards creation body is acceptable when the association has been properlyestablished, has a legitimate purpose, and has limited its activities to that purpose.
     No employee, agent or contractor shall at any time or under any circumstances enter into anagreement or understanding, written or oral, express or implied, with any competitor concerningprices, discounts, other terms or conditions of sale, profits or profit margins, costs, allocationof product or geographic markets, allocation of customers, limitations on production, boycotts ofcustomers or suppliers, or bids or the intent to bid or even discuss or exchange information onthese subjects. In some cases, legitimate joint ventures with competitors may permit exceptions tothese rules for example, bona fide purchases from or sales to competitors on non-competitiveproducts but the Company’s Legal Department must review all such proposed ventures in advance.These prohibitions are absolute and strict observance is required. Collusion among competitors isillegal, and the consequences of a violation are severe.
     Although the spirit of these laws, known as “antitrust,” “competition,” or “consumerprotection” or unfair competition laws, is straightforward, their application to particularsituations can be quite complex. To ensure that the Company complies fully with these laws, eachof us should have a basic knowledge of them and should involve our Legal Department early on whenquestionable situations arise.
     **26. ANTIBOYCOTT**
     A foreign country or an entity associated with the country could make such a request tosupport a boycott in a bid invitation, purchase order or contract, letter of credit or orally inconnection with a transaction or in a number of ways. If you hear of a boycott or receive a requestto support a boycott or to provide information related to a boycott, you should contact yourmanager or the Legal Department of the Company.
     **27. FREEDOM OF ASSOCIATION.**
     The Company respects the right of its employees to form and join trade unions as guaranteedunder the applicable legislations. It is the expectation of the Company that its suppliers wouldalso do the same.
     **28. INDUSTRIAL ESPIONAGE**
     It is the Company’s policy to lawfully compete in the marketplace. This commitment to fairnessincludes respecting the rights of our competitors and abiding by all applicable laws in the courseof competing. The purpose of this policy is to maintain the Company’s reputation as a lawfulcompetitor and to help ensure the integrity of the competitive marketplace. The Company expectsits competitors to respect our rights to compete lawfully in the marketplace, and we must respecttheir rights equally. Company employees, agents and contractors may not steal or unlawfully usethe information, material, products, intellectual property, or proprietary or confidentialinformation of anyone including suppliers, customers, business partners or competitors.
     **29. ABOLITION OF FORCED LABOUR.**
     The Company strictly prohibits forced or compulsory labor. The Company is committed toensuring that employees enter into employment and stay on in the Company out of their own freewill. The Company also insists that its suppliers prohibit forced labor or other compulsory laborin any of their operations.
     **30. GENERAL**
     **i) WAIVERS**
     Any waiver of any provision of this Code of Business Conduct and Ethics for a member of theCompany’s Board of Directors or an executive officer must be approved in writing by the Company’sBoard of Directors and
 

 

promptly disclosed. Any waiver of any provision of this Code of Business Conduct and Ethicswith respect to any other employee, agent or contractor must be approved in writing by theCompany’s General Counsel.
     **ii) ALLEGATIONS**
     **a. Anonymous Allegations**
     This policy encourages an employee to put his/her name to any disclosures he/she makes. Anymalpractice, impropriety, abuse and wrongdoing (hereinafter referred to as “Concern”) expressedanonymously are much less credible, but they may be considered for further action at the solediscretion of the Company.
     **b. Good Faith Allegations**
     Every employee has a duty to read and understand the policies, raise queries and report anyviolation of policies. If an employee makes an allegation in good faith, which is not confirmed bysubsequent investigation, no action will be taken against that employee. In raising the Concern theemployee should exercise due care to ensure the accuracy of the information.
     **iii) MAINTAINING CONFIDENTIALITY OF THE CONCERN**
     The employee making the disclosure of Concern as well as any of the persons to whom theConcern has been disclosed or any of the persons who will be investigating or deciding on theinvestigation, shall not make public the Concern disclosed except with the prior written permissionof the Audit Committee.
     However, this restriction shall not be applicable if any employee is called upon to disclosethis issue by any judicial process and in accordance with the laws of land.
     **iv) DISCIPLINARY ACTIONS**
     The Company will take appropriate action against any employee, agent, contractor or consultantwhose actions are found to violate these policies or any other policies of the Company.Disciplinary actions may include immediate termination of employment or business relationship atthe Company’s sole discretion. Where the Company has suffered a loss, it may pursue its remediesagainst the individuals or entities responsible. Where laws have been violated, the Company willcooperate fully with the appropriate authorities.
     **v) RETALIATORY ACTS**
     It is a violation of the policy to engage in retaliatory acts against any employee who reportsan incident of alleged harassment including sexual harassment, or any employee who testifies,assists or participates in a proceeding, investigation or hearing relating to such allegation ofharassment. Employees who believe they have been retaliated against because of testifying,assisting or participating in a proceeding, investigation, or hearing relating to an allegation ofharassment, should meet with and seek the advice of the Ombudsperson, whose responsibilitiesinclude handling retaliation. If an employee believes that he or she has been retaliated against inthe form of an adverse personnel action for disclosing Concern under the policy he/she may file awritten Concern to the Ombudsperson requesting an appropriate remedy.
     **vi) ACCOUNTABILITY**
     The Board of Directors (BOD) shall oversee the Company’s adherence to ethical and legalstandards. All employees including the finance people and the members of the BOD shall undertake tostop or prevent actions that could harm customers, the System or reputation of the Company and toreport such actions as soon as they occur.
     **31. REPORTING PROCEDURE FOR A QUERY/CONCERN**