Infomedia’s Code of Conduct Manual
This Code of Conduct (the “Code”) has been adopted by our Board of Directors and summarises the standards that must guide our actions. While covering a wide range of business practices and procedures, these standards cannot and do not cover every issue that may arise, or every situation where ethical decisions must be made, but rather set forth key guiding principles that represent the Company’s policies.
We must strive to foster a culture of honesty and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Company’s business activities including, but not limited to, relationships with employees, customers, suppliers, competitors, the government and the public, and our shareholders. All of our employees, officers and directors must conduct themselves according to the language and spirit of this Code and seek to avoid even the appearance of improper behaviour.
We should all recognise that our actions are the foundation of our reputation and adhering to this Code and applicable law is imperative.
Respect for our Employees
Infomedia’s most important strength is its employees. We believe in treating each other with respect and fostering an atmosphere of caring, open communications and candor.
We place a great deal of emphasis on personal integrity and believe long-term results are the best measure of the performance.
We respect individual differences in culture, ethnicity and color. Infomedia is committed to equal opportunity in all aspect of employment for all employees and applicants, without regard to race, color, religion, gender, sexual orientation, age, marital status, national origin, disability, veteran status, or any other status protected by federal, state or local Law .We are committed to providing a workplace free from all forms of discrimination, including sexual and others forms of harassment. We respect the right of individuals to achieve personal and professional balance in their lives.
National Interest
We shall be committed in all our business actions to benefit the economic development of the countries in which we operate and shall not engage in any activity that would adversely affect such objective. The Company shall not undertake any project or activity to the detriment of the Nation’s interests or those that will have any adverse impact on the social and cultural life patterns of its citizens. The company shall conduct it’s business affairs in accordance with the economic development and foreign policies, objectives and priorities of the Nation’s government and shall strive to make a positive contribution to the achievement of such goals at the international, national and regional level as appropriate.
Conflicts of Interest
Our employees, officers and directors have an obligation to conduct themselves in an honest and ethical manner and act in the best interest of the Company. All employees, officers and directors should endeavour to avoid situations that present a potential or actual conflict between their interest and the interest of the Company.
A “conflict of interest” occurs when a person’s private interest interferes in any way, or even appears to interfere, with the interest of the Company, including its subsidiaries and affiliates. A conflict of interest can arise when an employee, officer or director takes an action or has an interest that may make it difficult for him or her to perform his or her work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director (or his or her family members) receives improper personal benefits as a result of the employee’s, officer’s or director’s position in the Company.
Although it would not be possible to describe every situation in which a conflict of interest may arise, the following are examples of situations which may constitute a conflict of interest:
- Working, in any capacity, for a competitor, customer, supplier or other third party while employed by the Company.
- Accepting gifts of more than modest value or receiving personal discounts (if such discounts are not generally offered to the public) or other benefits as a result of your position in the Company from a competitor, customer or supplier.
- Competing with the Company for the purchase or sale of property, products, services or other interests.
- Having an interest in a transaction involving the Company, a competitor, customer or supplier (other than as an employee, officer or director of the Company and not including routine investments in publicly traded companies).
- Receiving a loan or guarantee of an obligation as a result of your position with the Company.
- Directing business to a supplier owned or managed by, or which employs, a relative or friend.
- In the event that an actual or apparent conflict of interest arises between the personal and professional relationship or activities of an employee, officer or director, the employee, officer or director involved is required to handle such conflict of interest in an ethical manner in accordance with the provisions of this Code.
Quality of Public Disclosures
The Company has a responsibility to communicate effectively with shareholders so that they are provided with full and accurate information, in all material respects, about the Company’s financial condition and results of operations. Our reports and documents required to be filed with or submitted to the Stock Exchanges in India, Securities and Exchange Board of India, Reserve Bank of India or other regulatory agencies and our other public communications shall include full, fair, accurate, timely and understandable disclosure.
Compliance with Laws, Rules and Regulations
We are strongly committed to conducting our business affairs with honesty and integrity and in full compliance with all applicable laws, rules and regulations. Every employee, officer and director of the company shall, in his business conduct, comply with all applicable laws and regulations, both in letter and in spirit, in all the territories in which he operates. If the ethical and professional standards set out in the applicable laws and regulations are below that of the Code then the standards of the Code shall prevail.
Trading on Inside Information
Using non-public information to trade in securities, or providing a family member, friend or any other person with a “tip”, is illegal. All non-public information should be considered inside information and should never be used for personal gain. You are required to familiarise yourself and comply with the Company’s Code of Conduct for Prevention of Insider Trading. You should contact the Company Secretary with any questions about your ability to buy or sell securities.
Protection of Confidential Proprietary Information
Confidential proprietary information generated and gathered in our business is a valuable asset. Protecting this information plays a vital role in our continued growth and ability to compete, and all proprietary information should be maintained in strict confidence, except when disclosure is authorised by the Company or required by law.
Proprietary information includes all non-public information that might be useful to competitors or that could be harmful to the Company or its customers if disclosed. Intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, research and new product plans, objectives and strategies, records, databases, salary and benefits data, employee medical information, customer, employee and suppliers lists and any unpublished financial or pricing information must also be protected.
Unauthorised use or distribution of proprietary information violates the Company’s policy and could be illegal. Such use or distribution could result in negative consequences for both the Company and the individuals involved, including potential legal and disciplinary actions.
Your obligation to protect the Company’s proprietary and confidential information continues even after you leave the Company, and you must return all proprietary information in your possession upon leaving the Company.
Protection and Proper Use of the Company’s Assets
Protecting the Company’s assets against loss, theft or other misuse is the responsibility of every employee, officer and director. Loss, theft and misuse of the Company’s assets directly impact our profitability. Any suspected loss, misuse or theft should be reported to a manager/supervisor or the Chief Financial Officer.
The sole purpose of the Company’s equipment, vehicles, supplies and electronic resources (including, hardware, software and the data thereon) is the conduct of our business. They may only be used for the Company’s business consistent with the Company’s guidelines.
Corporate Opportunities
Employees, officers and directors are prohibited from taking for themselves business opportunities that arise through the use of corporate property, information or position. No employee, officer or director may use corporate property, information or position for personal gain, and no employee, officer or director may compete with the Company.
Competing with the Company may involve engaging in the same line of business as the Company, or any situation where the employee, officer or director takes away from the Company opportunities for sales or purchases of property, products, services or interests.
Fair Dealing
Each employee, officer and director of the Company should endeavour to deal fairly with customers, suppliers, competitors, the public and one another at all times and in accordance with ethical business practices. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. No payment in any form shall be made directly or indirectly to or for anyone for the purpose of obtaining or retaining business or obtaining any other favourable action. The Company and the employee, officer or director involved may be subject to disciplinary action as well as potential civil or criminal liability for violation of this policy.
Financial Reporting and Records
The company shall prepare and maintain it’s accounts fairly and accurately in accordance with the accounting and financial reporting standards, which represent the generally accepted guidelines, principles, standards, laws and regulations of the country in which the company conducts its business affairs.
Internal accounting and audit procedures shall fairly and accurately reflect all of the company’s business transactions and disposition of assets. All required shall be accessible to company auditors and other authorised parties and government agencies. There shall be no willful omissions of any company transactions from the books and records, no advance income recognition and no hidden Company account and funds. Any willful material misrepresentation of and/or misinformation on the financial accounts and reports shall be regarded as a violation of the code apart from inviting appropriate civil or criminal action under the relevant laws.
Email, Internet and Intranet
Infomedia’s E-Mail, Internet and Intranet system are to be used primarily for company business. In no event may the systems be used: for sending or receiving discriminatory or harassing messages, chain letter, confidential information, material which is obscene or in bad taste; for commercial solicitations;or in a way that would otherwise violate this code.
Infomedia owns all E mail Messages which are sent from or received through Infomedia’s system. It may monitor your messages and may be required to disclose them in the case of litigation or any appropriate government enquiry.
Shareholders
The company shall be committed to enhance shareholder value and comply with all regulations and laws that govern shareholders’ rights. The board of directors shall duly and fairly inform its shareholders about all relevant aspects of the company’s business and disclose such information in accordance with the respective regulations and agreements.
Equal-Opportunities Employer
The company shall provide equal opportunities to all its employees and applicants for employment without regard to their race, cast, religion, colour, ancestry, marital status, sex, age, nationality, disability and veteran status. Employee policies and practices shall be administered in a manner that would ensure that in all matters equal opportunity is provided to those eligible and the decisions are merit-based.
Gifts and donations
The company and its employees shall neither receive nor offer or make, directly or indirectly, any illegal payments, remuneration, gifts, donations, or comparable benefits which are intended to or perceived to obtain business or uncompetitive favours for the conduct of its business. However, the company and its employees may accept and offer nominal gifts, which are customarily given and are commemorative nature for special events.
Government agencies
The company and its employees shall not offer or give any company funds or property as donation to any government agencies or their representatives, directly or through intermediaries, in order to obtain any favourable performance of official duties.
Health, Safety and Environment
The company shall strive to provide a safe and healthy working environment and comply, in the conduct of its business affairs, with all regulations regarding the preservation of the environment of the territory it operates in. The company shall be committed to prevent the wasteful use of natural resources and minimise any hazardous impact of the development, production, use and disposal of any of its products and services on the ecological environment.
Ethical Conduct
Every employee, officer and director of the company, shall deal on behalf of the company with professionalism, honesty, integrity as well as high moral and ethical standards. Such contact shall be fair and transparent and be perceived to be as such by third parties. Every employee shall be responsible for the implementation of and compliance with the Code in this professional environment. Failure to adhere to the Code could attract most severe consequences including termination of employment.
Compliance with This Code and Reporting of Any Illegal or Unethical Behaviour
All employees, directors and officers are expected to comply with all of the provisions of this Code. The Code will be strictly enforced and violations will be dealt with immediately, including subjecting persons to corrective and/or disciplinary action.
Employees, officers and directors should promptly report any concerns about violations of ethics, laws, rules, regulations or this Code, including by any senior executive officer or director, to their supervisors/ managers or the Managing Director.
Disclosure
Every employee shall disclose promptly to his or her immediate supervisor any personal situation or transaction which is or may be in conflict with the intent or spirit of this code, and shall cooperate with any enquiry into such matter. The supervisor shall determine what action should be taken and recommended that action in writing for approval by the next higher level of management. All employee disclosures and corrective actions shall be reported to Infomedia’s Managing Director. If disclosure of matter to your supervisor seems inappropriate, you should promptly discuss the matter with the Managing Director.
Waivers and Amendments
Any waivers (including any implicit waivers) of the provisions in this Code for executive officers or directors may only be granted by the Board of Directors. Any waivers of this Code for other employees may only be granted by the Managing Director. Amendments to this Code must be approved by the Board of Directors.