Conflict of Interest
(i) A conflict of interest can arise whenever an Employee acts in a manner, or participates in any transaction, relationship or situation, which conflicts with or may appear to conflict with the best interests of the Company. An employee of vetstock shall always act in the interest of the company 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 company and his / her role therein. An employee of vetstock shall not engage in any business, relationship or activity which might conflict with the interest of company.
(ii) A conflict of interest, actual or potential, may arise in the following situations where, directly or indirectly
o An employee engages in a business, relationship or activity with anyone who is party to a transaction with his / her company.
o An employee is in a position to derive an improper benefit, personally or to any of his / her relatives, by making or influencing decisions relating to any transaction.
o An independent judgment of the Company’s interest cannot be exercised.
The main areas of such actual or potential conflicts of interest shall include the following:
o An employee conducting business on behalf of his / her company or being in a position to influence a decision with regard to his / her company’s business with a supplier or customer where his / her relative is a principal officer or representative resulting in a benefit to him / her or his / her relative.
o Award of benefits such as increase in salary or other remuneration, posting, promotion or recruitment of a relative of an employee, where the employee is in a position to influence decisions with regard to such benefits.
The interest of the company or the Group can be compromised or defeated.
o Notwithstanding such or any other instance of conflict of interest that exist due to historical reasons, adequate and full disclosure by concerned employees shall be made to the Company’s management.
o It is also incumbent upon every employee to make a full disclosure of any interest which the employee’s immediate family, including parents, spouse and children, may have in a family business or a company or firm that is a competitor, supplier, customer or distributor of Vetstock
o 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.
o 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
o An employee of Vetstock shall not, without the requisite official written approval of the Company, accept employment or a position of responsibility (such as a consultant or a director) with any other company, nor provide freelance services to anyone, with or without remuneration.
o An Employee wishing to undertake teaching or writing, or becoming a member in any industry association or body, or participating in any government forum, committee or panel as an honorary activity, or participating in any social organization, can do so only with prior approval of his / her reporting manager; provided the Employee ensures that there is no interference with his / her work schedule and there is no conflict of interest or intellectual property protection issue.
o The above shall not apply to the following (whether for remuneration or otherwise:
Nominations to the boards of Vetstock group companies, joint ventures or associate companies.
Memberships / positions of responsibility in educational / professional bodies, wherein such association will benefit the employee.
Nominations / memberships in government committees / bodies or organizations.
Exceptional circumstances, as determined by the competent authority.
Dealings at the Workplace
Every Employee has a responsibility to make decisions on their merit in consultation with the appropriate authority within the Company as per the delegation of authority. Employees must not use their official position to influence any person to enter into financial or other arrangements with them or with anyone else. Employees must not abuse their official position to obtain a benefit or business opportunity for self or for someone else, in financial or some other form. No Employee shall compete with the Company, and/or its subsidiaries.
Gifts and Donations
As a policy, both receiving as well as giving of gifts is prohibited. However, Employees may accept and offer nominal gifts, which are customarily given and are of commemorative nature,.
Prohibition of Insider Trading
The Company has formulated a Code of Conduct for Prevention of Insider Trading, which needs to be complied with by certain employees, known as designated persons.
“Designated Person” mean:
Directors and key managerial personnel of the Company;
All employees of the Company of the rank of management staff and above, business heads, functional heads, plant heads and plant finance heads of the company;
All employees of the Company in Finance & Accounts, Secretarial, Legal, Taxation, Management Assurance, Corporate Communications, Investor Relations, Financial Planning & Analysis and Strategy& Business Development of the rank of manager and above located at the corporate office of the Company;
Statutory Auditors of the Company
Directors, Chief Executive Officer(s)/ President(s), Business Heads, Chief Financial Officer(s)/ Finance Heads of the subsidiary companies and
Any other person as identified and notified by the Compliance Officer from time to time, with approval of the Co-Chairman & Managing Director
Protection of Trade Secrets and Confidential Information
trade secrets may consist of any design, product or information that is used in our business and that gives us an opportunity to obtain an advantage over our competitors. They can also include business research, new product plans, strategic objectives, any type of marketing or sales material or information, any unpublished financial or pricing information, employee, customer and vendor lists, and information regarding customer requirements, preferences, business habits and plans.
Employee obligations with respect to trade secrets and other confidential information are:
Not to disclose this information to other employees or third parties except on a “need to know” or “need to use” basis and, in those instances, with confidentiality designations and other data protection mechanisms such as password protection or encryption, as appropriate; and not to otherwise disclose this information
Not to engage third parties to handle this information without an appropriate review of the security and information technology controls of the third party
Not to post or discuss this information on publicly available websites or social media sites
Not to use this information for your own benefit or the unauthorized benefit of persons outside
To take all other reasonable measures to protect trade secrets and confidential information
Compliance with the Code and Laws
Employees shall adhere to the rules, regulations and policies of the company, including but not limited to :
1) Social Media Policy
2) Media Policy
3) IT Security Policy
4) Email usage Policy
5) Terms of employment
6) Professional agreements including those related to intellectual property
7) Code of conduct
8) Prevention of Sexual Harassment at Workplace
9) Whistle Blower Policy
10) Confidentiality and Non-Disclosure Agreement
11) Code of Conduct for prevention of insider trading
For more details, please refer to the individual policies posted either on the company’s intranet or available with the local Human Resources dept.
It is the responsibility of each Employee to access, read and understand the Company Policies. In the event that an Employee has any queries with respect to the Code, they must approach their respective Human Resource representative to seek clarification
Every Employee shall ensure compliance of all the applicable laws, rules and regulations while discharging his/her duties as per local laws of the respective country including import and export controls.
Violations of these laws jeopardize Company’s ability to service its customers and also subject the Company to substantial fines and other penalties. Therefore, all Employees are encouraged to comply with proper custom procedures.
It is a Code not to employ child labor. In order to ensure this, in certain jurisdictions, every applicant is required to submit a proof of age. Further, the Company is committed to work in a pro-active manner to eradicate child labor by actively contributing to the improvement of children's social situation. To promote this, the Company encourages its Suppliers also to work towards a no child-labor Code
Forced and Compulsory Labour
The Company respects the dignity of labor and denounces all forms of forced and compulsory labour. The company therefore, ensures that its terms of employment are transparent and voluntary. The Company encourages its suppliers and service providers to adhere to a no forced and compulsory labourCode.
Employment of Relatives
Relatives will not be hired or be encouraged to get transferred into departments/teams in which a relative is currently employed, when the hiring/transfer will result in or has the potential to result in a conflict of interest/influence. In all cases where relatives are being hired or recommended to be hired, the concerned Employees are mandatorily required to make disclosures to the HR team.
The following are examples of conflict situations:
Direct or secondary involvement in processes which involve decision making in situations such as hiring, promotion, salary and leave arrangements of a relative;
Direct or indirect involvement in situations which would or potentially could create a risk in internal control, accounting or labor relations practices;
Access to confidential information pertaining to a relative or a relative’s employment.
‘Relatives’ are defined as spouse, son, daughter, mother, father, brother, sister, grand-parent or child, step-parent or child, step-sister, step-brother, in-laws, aunt, uncle, nephew, niece, first cousin, significant other, domestic partner or any other relationship that would present a conflict of interest as determined by the Company.
BUSINESS PRACTICE CODE
• The Company intends to do business only with those customers, suppliers and other business partners who are compliant with the law and demonstrate high standards of business ethics.
Employees shall not disclose or disseminate any data or information (including soft copies) concerning the Company or its business operations (including Employees’ information), plans, strategies or policies of the Company, nor Company’s customers, associates or contracting parties, and shall maintain highest standards of confidentiality during their tenure of service with the Company and thereafter.
In certain jurisdictions, the Company reserves the right to monitor, track and peruse all data and mails on all company assets used by the Employees. For details, refer to the IT Code regarding IT Security, Assets Management, Acceptable Usage, Email Usage.
Anti-Bribery and Corruption
Employees shall not, directly or indirectly, offer or receive any illegal or improper payments or comparable benefits to/from any government or regulatory official, that are intended for or are perceived as undue favors for the conduct of business of the Company.
The Company, its Subsidiaries, any of their respective directors or employees, agents, or other persons acting on behalf of the Company, shall not, directly or indirectly, do any of the following:
use any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; or
ii. make or take any action in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment, or benefit, to (1) any foreign or domestic government or regulatory official, including any government owned or controlled public entity or organization, or (2) any political party or party official or candidate for political office from corporate funds; or
make any offer, agree, request or take any action in furtherance of any bribe or other unlawful payment or benefit, including without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit.
shall not obtain or attempt to obtain confidential government papers, reports of information, unless the same are in public domain and can be used as per Law.
Preventing Money Laundering
Money laundering is the process of hiding illegal funds, or making them look as though they are legitimate, or using legitimate funds to finance/support crime or terrorism.
The Company cannot be used as a vehicle for any money laundering activities, and will co-operate fully with any investigation conducted by regulatory authorities involving potential money laundering by an Employee, officer or director of the Company.
Employees are advised to:
never become involved in money laundering,
act diligently to prevent Company’s products and services from being used to further money laundering and/or finance/support crime or terrorism, and
report any suspicious activity of money laundering.
Terrorism as defined by the UN Security Council Resolution 1566 (2004): “Criminal acts, including against civilians, committed with the intent to cause death or serious bodily injury, or taking of hostages, with the purpose to provoke a state of terror in the general public or in a group of persons or particular persons, intimidate a population or compel a government or an international organization to do or to abstain from doing any act”
Vetstock will acknowledge the counter-terrorism legislations set up by the international community, the donors and the country of operation, but disapprove all counter-terrorism measures which violate the known international Law;
Vetstock will follow the International Law as well as the International Humanitarian Law as adopted in India. JLL will ensure not to indulge in any illegal /terrorist activity which can cause threat to the national security of the country;
Vetstock will not commit or condone acts which would be considered as terrorism by the UN Security Council Resolution 1566 (2004);
Vetstock will not provide assistance, of any form, to any groups/individuals considered as terrorists by the international community and the country of operation;
Vetstock will not cooperate with any groups/individuals considered as terrorists by the international community and the country of operation;
Vetstock will not collaborate with known-associates of any groups/individuals considered as terrorists by the international community and the country of operation;
Any breach of this policy must be immediately reported by the Employee to his/ her reporting manager.
The Company believes in competing for business diligently, openly and honestly. Employees shall not misrepresent Company products, services or prices; make false or misleading claims about Company products, services, performance or track record; or make false or misleading statements about the products, service performance or track record of our competitors. Employees should check with the Legal Department before using comparative advertising.
Dealing with Customers, Suppliers and Consumers
The Company values its partnerships with customers, suppliers and consumers and expects that all dealings with them will be carried out with fairness, honesty and respect.
It is expected that Employees shall:
i. not engage in unfair, deceptive or misleading practices;
ii. represent Company’s products and services in an honest and forthright manner;
iii. Uphold the confidentiality of customers and their information in all dealings.
Dealing with Competitors/ Industrial Espionage
Any contact or association with competitors including membership of a trade association etc. should be limited to legitimate purposes. Engaging or using an association for the purpose of stealing/seeking business information, gaining employee information, planning price cartels, or market strategies etc. is prohibited.
Employees, particularly in sales/marketing, when interacting with competitors or participating in trade association meetings or trade shows, should refrain from discussions on prices, or any other agreements to control prices, boycott, territory allocation, or gathering competitive information, etc. as these actions can be considered as violations of competition law.
Employees shall not enter into agreements or understanding:
With a competitor to fix, raise, peg, stabilize or even lower prices, or to eliminate or reduce price competition.
With a competitor to allocate or apportion customers, groups of customers, lines of business, products or geographic areas
With suppliers or customers which involve exclusivity or other restrictive arrangements
(i) Employees must refrain from engaging in political activities at work. “Political activities,” for purposes of this policy, means activities in which there is no direct connection to a specifically identified employment concern. No Employee shall take an active part in politics and/or stand for elections, without prior approval of the Chairman, Co-Chairman, CEO, CFO and Head Management Assurance. Employees in certain jurisdictions where participation in politics is a constitutional right, are exempt from this clause, provided such participation does not interfere with the Employee’s job obligations
Employee must be careful not to use Vetstock s name, property or other resources to support his / her personal political activities, and should exercise discretion in discussing his / her personal political views with third-party business contacts.
Employees are not reimbursed by the Company for personal political contributions, and employee compensation will not be increased or otherwise adjusted to reflect political contributions made. An Employee is encouraged to participate in civic and political activities as long as such activities are on his / her own time and expense, and are in compliance with applicable laws. An Employee shall not suggest or imply that his / her donation of time, resources or money is from or endorsed by the Company.
VIOLATION OF THE CODE
In the event of violation of this Code by an Employee, corrective and disciplinary action will be taken, as directed by Chairman /Co-Chairman & Managing Director to the concerned CEO/ Chief of Human Resources, including, potential dismissal or termination of employment or any other legal action as may be applicable in the Company or all of the above together. The decision in this regard will lie with the management and shall be binding on the employee.
In applying the Code of Conduct, any Employee may have questions or may need to raise a concern about a suspected violation of the Code of Conduct, the Company’s policies or applicable laws, such Employee should seek guidance from the Reporting Manager/Reviewing Manager and/or from the Human Resource Department.
The circumstances of conduct as set out in this Code, although not exhaustive are intended to cover those situations, which are most likely to be encountered by Employees. In the event that an Employee encounters a situation which is not covered hereunder, then the Employee should seek guidance from the Reporting Manager/Reviewing Manager and/or from the Human Resource Department.
Any Employee of the Company shall report any queries or complaints of violation or potential violation (with full details and evidence, if any) to the respective Division HR Head (“Division HR Head” means the HR Head who leads the entire business division for instance, the HR Head who leads HR for all Parma units globally is the ‘Parma Division HR Head’). The complaint can also be made to using any of the following communication channels:
email to: email@example.com;
All complaints, whether lodged with the Division HR Head, will be promptly and discreetly investigated, provided allegations are reasonably clear and specific. An Investigation Committee/Member, appointed by Vetstock will investigate any complaint, which is of a serious nature.
Upon completion of the investigation, the Vetstock will compile a report of the investigation conducted with a recommendation of the disciplinary action to be taken against the Employee(s), and shall present it to the Chairman /Co-Chairman & Managing Director and also to the Chairman of the Audit Committee.
Upon approval, HR of the Company shall, in consultation with the, Vetstock implement all the disciplinary and other actions so approved, and notify the complainant and other parties involved as appropriate.
All complaints, identities, investigations, reports, testimonies, evidences, and all other associated documents, shall be kept strictly confidential.
REVISION OF THIS CODE
This Code of Conduct will be reviewed periodically, and be modified as deemed necessary by the Board of Directors of the Company.