1Copyright © 2016 Tech Mahindra. All rights reserved. 1
Code of Ethical Business Conduct
HR-PO717, |1.0
Sharda Centre, Off Karve Road, Erandwane, Pune, Maharashtra, India 411004
www.techmahindra.com
2Copyright © 2016 Tech Mahindra. All rights reserved.
What is Inside1. Introduction
2. Objective
3. Scope
4. Complying with Legal Requirements
5 Acting with Integrity6. Protecting Assets
9. Raising Concerns & Complaints
10. Additional Policies & Standards
8. Maintaining an Equitable and Safe Workplace
7. Relating with Stakeholders
11. Document History
This specifie
s the code of
ethical busin
ess conduct
of Tech Mah
indra
and its subsi
diaries (here
in after refer
red to as “T
ech
Mahindra”/”C
ompany”)
This policy is
indicative an
d associates
are advised
to be aware
of
specific nua
nces as appl
icable per la
ws of the lan
d.
This policy a
pplies to all
associates g
lobally to ens
ure consiste
nt
understandi
ng and applic
ation of value
s including in
tegrity, beha
viour
while ensuri
ng due respe
ct for local c
ustoms and
tradition.
Introduction
3Copyright © 2016 Tech Mahindra. All rights reserved.
1. Introduction
2. Objective
3. Scope
4. Complying with Legal Requirements
5 Acting with Integrity6. Protecting Assets
9. Raising Concerns & Complaints
10. Additional Policies & Standards
8. Maintaining an Equitable and Safe Workplace
7. Relating with Stakeholders
11. Document History
Objective
The Director
s, both execu
tive and non
executive, a
nd Associat
es are
responsible f
or carrying o
ut their dutie
s in an hones
t, fair, diligen
t and
ethical mann
er, within the
scope of the
authority co
nferred upon
them
and in accor
dance with t
he laws, rule
s, regulations
, agreement
s,
guidelines, s
tandards and
internal poli
cies, includi
ng such othe
r
requirement
s which are
incidental th
ereto. As Di
rectors and
Associates o
f Tech Mahin
dra we have
a duty to ma
ke decisions
and
implement po
licies in the b
est interests
of the comp
any and its
stakeholders
. The Board
of Directors
of Tech Ma
hindra is ent
rusted
with the fiduc
iary respons
ibility of overs
eeing the as
sets and affa
irs of
the company
.
policy, third
party means a
ny individua
l or organiza
tion associat
es
come into co
ntact with dur
ing the cours
e of their wo
rk for us, an
d
includes act
ual and pote
ntial clients,
customers,
suppliers, di
stributors,
business con
tacts, agents
, advisers, an
d governmen
t and public
bodies, inclu
ding their adv
isors, repres
entatives and
officials,
politicians a
nd political p
arties..
What is Inside
4Copyright © 2016 Tech Mahindra. All rights reserved.
1. Introduction
2. Objective
3. Scope
4. Complying with Legal Requirements
6. Protecting Assets
9. Raising Concerns & Complaints
10. Additional Policies & Standards
8. Maintaining an Equitable and Safe Workplace
7. Relating with Stakeholders
11. Document History
5 Acting with Integrity
3. ScopeWhat is Inside
The code of c
onduct is ap
plicable to:
(i) Both exe
cutive and n
on executive
Directors of
the company
(ii) All Asso
ciates of the
company
The B
oard of Direc
tors of Tech
Mahindra ha
s adopted thi
s Code of
Ethical Busin
ess Conduc
t as a testim
ony of its co
mmitment to
adhere
to the standa
rds of loyalty
, honesty, in
tegrity and to
avoid any k
ind of
conflicts of in
terest.
The rules an
d principles s
et forth in th
is code are
general in n
ature and
the complian
ce with the c
ode shall be
ensured to be
read with o
ther
applicable c
ompany’s po
licies & proce
dures and th
e applicable
laws of
land whereve
r the compan
y operates.
5Copyright © 2016 Tech Mahindra. All rights reserved.
The Director
s and Assoc
iates may con
tact the COR
PORATE
OMBUDSMA
N for assista
nce in interp
reting the re
quirements o
f this
code.
The Director
s and Assoc
iates may con
tact the COR
PORATE
OMBUDSMA
N for assista
nce in interp
reting the re
quirements o
f this
code.
It is hereby c
larified that t
he requirem
ent to comp
ly with this c
ode
does not con
stitute an ex
press or imp
lied promise
of continued
employment
with TECH M
AHINDRA.
3. Scope
1. Introduction
2. Objective
3. Scope
4. Complying with Legal Requirements
6. Protecting Assets
9. Raising Concerns & Complaints
10. Additional Policies & Standards
8. Maintaining an Equitable and Safe Workplace
7. Relating with Stakeholders
11. Document History
5 Acting with Integrity
What is Inside
6Copyright © 2016 Tech Mahindra. All rights reserved.
3. Scope
1. Introduction
2. Objective
3. Scope
4. Complying with Legal Requirements
6. Protecting Assets
9. Raising Concerns & Complaints
10. Additional Policies & Standards
8. Maintaining an Equitable and Safe Workplace
7. Relating with Stakeholders
11. Document History
5 Acting with Integrity
What is Inside
Any amend
ments to this
code shall b
e first appro
ved by the B
oard of
Directors an
d promptly di
sclosed on t
he company’s
website. In
the
event, of an
y changes re
quired to be
performed
prior to the
board
approval, th
is would be a
ccordingly ra
tified by the b
oard of direc
tors
in the subse
quent board
meeting.
Any q
ueries regar
ding complia
nce or non c
ompliance w
ith this code
may be raise
d in writing w
ith the Chair
man of the B
oard /
CORPORAT
E OMBUDS
MAN.
7Copyright © 2016 Tech Mahindra. All rights reserved.
1. Introduction
2. Objective
3. Scope
4. Complying with Legal Requirements
4.2 Competing Fairly
5 Acting with Integrity6. Protecting Assets
9. Raising Concerns & Complaints
10. Additional Policies & Standards
8. Maintaining an Equitable and Safe Workplace
7. Relating with Stakeholders
11. Document History
4.1 Complying with Laws
4. Complying with Legal RequirementsWhat is Inside
4.1 Complyin
g with Laws
The policy o
f Tech Mahin
dra is to com
ply strictly w
ith all laws
governing it
s operations
, and to con
duct its affai
rs in keeping
with
the highest le
vel of moral
, legal and e
thical standa
rds. Accordi
ngly,
the Director
s and Assoc
iates shall re
spect and o
bey the laws
of the
jurisdictions
in which Te
ch Mahindra
operates an
d comply wi
th all
applicable la
ws, rules, re
gulations, ag
reements, gu
idelines,
standards an
d internal po
licies, includ
ing other req
uirements
incidental th
ereto. The c
ompany has
an Insider T
rading Policy
, the
adherence o
f which shal
l be ensured
, in letter an
d spirit. The
Directors an
d Associate
s are expec
ted to be aw
are of all rel
evant
laws and reg
ulations invo
lving their re
sponsibilitie
s as Associa
tes of
Tech Mahin
dra and refra
in from any il
legal, uneth
ical or other
wise
improper ac
tivities. When in
doubt, the
Directors an
d Associate
s
may seek as
sistance fro
m the COR
PORATE OM
BUDSMAN
of the
company.
8Copyright © 2016 Tech Mahindra. All rights reserved.
4. Complying with Legal Requirements
1. Introduction
2. Objective
3. Scope
4. Complying with Legal Requirements
4.2 Competing Fairly
5 Acting with Integrity6. Protecting Assets
9. Raising Concerns & Complaints
10. Additional Policies & Standards
8. Maintaining an Equitable and Safe Workplace
7. Relating with Stakeholders
11. Document History
4.1 Complying with Laws
What is Inside
4.2 Competin
g Fairly
All Directors
and Associa
tes are oblig
ated to dea
l fairly with e
ach
other, and w
ith the Comp
any’s custom
ers, suppliers
, competitors
and third pa
rties. Director
s and Assoc
iates should
not take und
ue
advantage o
f anyone thr
ough manip
ulation, conc
ealment, ab
use of
privileged in
formation, m
isrepresenta
tion or any o
ther unfair d
ealing
or practice.
They should
not discrim
inate on the
basis of gen
der, race,
nationality, c
aste and cre
ed.
9Copyright © 2016 Tech Mahindra. All rights reserved.
4. Complying with Legal Requirements
1. Introduction
2. Objective
3. Scope
4. Complying with Legal Requirements
4.2 Competing Fairly
5 Acting with Integrity6. Protecting Assets
9. Raising Concerns & Complaints
10. Additional Policies & Standards
8. Maintaining an Equitable and Safe Workplace
7. Relating with Stakeholders
11. Document History
4.1 Complying with Laws
What is Inside
Tech Mahin
dra is comm
itted to free a
nd open com
petition in th
e
marketplace
. Directors a
nd Associat
es should av
oid actions t
hat
could reaso
nably be con
strued as be
ing anticomp
etitive,
monopolisti
c or otherwi
se contrary t
o laws gover
ning compe
titive
practices in t
he marketpla
ce, including
antitrust law
s. Such actio
ns
include misa
ppropriation
and / or mi
suse of a com
petitor’s
confidential
information o
r making fal
se statemen
ts about the
competitor’s
business and
business pr
actices.
10Copyright © 2016 Tech Mahindra. All rights reserved.
5. Acting with IntegrityWhat is Inside
5.1 Legal, H
onest and E
thical Cond
uct
The Director
s and Assoc
iates are req
uired to con
duct their du
ties
legally, hone
stly and ethic
ally while ac
ting for and
on behalf of
Tech
Mahindra or
in connectio
n with its bu
siness or op
erations. Th
ey
shall:
§ Act in the b
est interests
of, and fulfil
their fiducia
ry duties to
the
stakeholders
of the comp
any;
§ Act honestly
, fairly, ethic
ally, with inte
grity and loy
alty;
§ Conduct the
mselves in a
professiona
l, courteous
and respectf
ul
manner;
§ Act in good
faith, with re
sponsibility,
due care, c
ompetence,
diligence and
independen
ce;
§ Act in a ma
nner to enh
ance and ma
intain the re
putation of th
e
company;
§ Treat their c
olleagues w
ith dignity an
d shall not h
arass any of
them in any
manner.
1. Introduction2. Objective3. Scope4. Complying with Legal Requirements
5 Acting with Integrity5.1 Legal Honest & Ethical Conduct5.2 Conflict of Interest5.3 Bribery Kickbacks5.4 Non Alliance with Political Parties5.5 Suspected Fraudulent Behavior5.6 Outside Employment or any other types of Association
5.8 Commitments5.9 Maintaining the Confidentiality of Information5.10 Insider Trading
5.7 Communication
11Copyright © 2016 Tech Mahindra. All rights reserved.
5. Acting with IntegrityWhat is Inside
5.2.1 Other E
mployment
/ Assignme
nts
The Executi
ve Directors
and Associa
tes of TECH
MAHINDRA
shall
devote them
selves exclu
sively to the
business of
the compan
y and
shall not acc
ept any othe
r work or as
signment fo
r remunerati
on (part
-time or oth
erwise). The
Directors a
nd Associat
es are expec
ted to
avoid even t
he remote ap
pearance of
a conflict of
interest eve
n if the
activity is no
n-remunera
tive.
1. Introduction2. Objective3. Scope4. Complying with Legal Requirements
5 Acting with Integrity5.1 Legal Honest & Ethical Conduct5.2 Conflict of Interest5.3 Bribery Kickbacks5.4 Non Alliance with Political Parties5.5 Suspected Fraudulent Behavior5.6 Outside Employment or any other types of Association
5.8 Commitments5.9 Maintaining the Confidentiality of Information5.10 Insider Trading
5.7 Communication
12Copyright © 2016 Tech Mahindra. All rights reserved.
5. Acting with IntegrityWhat is Inside
5.2.2 Disclos
ure of Intere
st by Direct
or
The Directo
rs shall disc
lose conflic
ts of interes
t that
Directors m
ay have rega
rding any m
atters that a
re
placed befor
e the Board
, and abstain
from
discussion
and voting
on any mat
ter in which
the
Director has
or may have
a conflict o
f interest an
d
shall make av
ailable and s
hare with oth
er Directors
,
the informa
tion as may
be appropr
iate to ensu
re
proper cond
uct and sou
nd operatio
ns of TECH
MAHINDRA.
1. Introduction2. Objective3. Scope4. Complying with Legal Requirements
5 Acting with Integrity5.1 Legal Honest & Ethical Conduct5.2 Conflict of Interest5.3 Bribery Kickbacks5.4 Non Alliance with Political Parties5.5 Suspected Fraudulent Behavior5.6 Outside Employment or any other types of Association
5.8 Commitments5.9 Maintaining the Confidentiality of Information5.10 Insider Trading
5.7 Communication
Policy on Hiring of Relatives.
13Copyright © 2016 Tech Mahindra. All rights reserved.
5. Acting with IntegrityWhat is Inside
5.2.3 Other D
irectorships
Accep
tance of dire
ctorship on t
he Boards o
f other
Companies
which comp
ete with Tec
h Mahindra
amounts to
conflict of int
erest. The D
irectors and
Associates s
hall obtain th
e prior appr
oval of the B
oard of
Directors be
fore they acc
ept such dire
ctorship(s).
Policy on Hiring of Relatives.
1. Introduction
4. Complying with Legal Requirements
2. Objective3. Scope
5 Acting with Integrity
5.1 Legal Honest & Ethical Conduct
5.2 Conflict of Interest
5.3 Bribery Kickbacks
5.4 Non Alliance with Political Parties5.5 Suspected Fraudulent Behavior
5.6 Outside Employment or any other types of Association
5.8 Commitments
5.9 Maintaining the Confidentiality of Information
5.10 Insider Trading
5.7 Communication
5.2.1 Other Employment Assignments5.2.2 Disclosure of Interest by Director
5.2.3 Other Directorships
5.2.4 Related Partners
5.2.5 Others
14Copyright © 2016 Tech Mahindra. All rights reserved.
5. Acting with IntegrityWhat is Inside
5.2.3 Other D
irectorships
Accep
tance of dire
ctorship on t
he Boards o
f other
Companies
which comp
ete with Tec
h Mahindra
amounts to
conflict of int
erest. The D
irectors and
Associates s
hall obtain th
e prior appr
oval of the B
oard of
Directors be
fore they acc
ept such dire
ctorship(s).
1. Introduction
4. Complying with Legal Requirements
2. Objective3. Scope
5 Acting with Integrity
5.1 Legal Honest & Ethical Conduct
5.2 Conflict of Interest
5.3 Bribery Kickbacks
5.4 Non Alliance with Political Parties5.5 Suspected Fraudulent Behavior
5.6 Outside Employment or any other types of Association
5.8 Commitments
5.9 Maintaining the Confidentiality of Information
5.10 Insider Trading
5.7 Communication
5.2.1 Other Employment Assignments5.2.2 Disclosure of Interest by Director
5.2.3 Other Directorships
5.2.4 Related Partners
5.2.5 Others
15Copyright © 2016 Tech Mahindra. All rights reserved.
5. Acting with IntegrityWhat is Inside
5.2.4 Related
Parties
The policies
and proced
ures of Tech
Mahindra re
quire
the Director
s and the As
sociates to a
void conduc
ting
any kind of
business of t
he company,
with their rel
atives
or their sign
ificantly ass
ociated com
panies, firms
and
other busine
sses. In cas
e of conflicts
, disclosure
shall
be made to
the Board of
Directors a
nd its appro
val shall
be obtained
before proc
eeding furthe
r.
1. Introduction
4. Complying with Legal Requirements
2. Objective3. Scope
5 Acting with Integrity
5.1 Legal Honest & Ethical Conduct
5.2 Conflict of Interest
5.3 Bribery Kickbacks
5.4 Non Alliance with Political Parties5.5 Suspected Fraudulent Behavior
5.6 Outside Employment or any other types of Association
5.8 Commitments
5.9 Maintaining the Confidentiality of Information
5.10 Insider Trading
5.7 Communication
5.2.1 Other Employment Assignments5.2.2 Disclosure of Interest by Director
5.2.3 Other Directorships
5.2.4 Related Partners
5.2.5 Others
16Copyright © 2016 Tech Mahindra. All rights reserved.
5. Acting with IntegrityWhat is Inside
5.2.5 Others
Confli
ct of interest
may arise in
the form of
awarding of
benefits, su
ch as increa
se in salary o
r remunerati
on,
posting, pro
motion or rec
ruitment of r
elatives of
associates o
f Tech Mahin
dra, where s
uch individu
al is in
a position to
influence th
e decision w
ith respect to
such
benefits.
1. Introduction
4. Complying with Legal Requirements
2. Objective3. Scope
5 Acting with Integrity
5.1 Legal Honest & Ethical Conduct
5.2 Conflict of Interest
5.3 Bribery Kickbacks
5.4 Non Alliance with Political Parties5.5 Suspected Fraudulent Behavior
5.6 Outside Employment or any other types of Association
5.8 Commitments
5.9 Maintaining the Confidentiality of Information
5.10 Insider Trading
5.7 Communication
5.2.1 Other Employment Assignments5.2.2 Disclosure of Interest by Director
5.2.3 Other Directorships
5.2.4 Related Partners
5.2.5 Others The conflict
of interest, m
ay also arise
in any other
form,
which at this
point in time
may not be
practicable to
enumerate.
In case, of a
ny doubts, qu
estions or
concerns in
regard to an
y act, transa
ction or situa
tion,
the Director
s or Associa
tes must con
sult Tech
Mahindra’s C
ORPORATE
OMBUDSM
AN.
Note: In the
event of an
y doubt perta
ining to conf
lict,
discuss with
your mana
ger and HR
representativ
e to
agree on th
e way forwa
rd..
17Copyright © 2016 Tech Mahindra. All rights reserved.
5. Acting with IntegrityWhat is Inside
5.3 Bribery/
Kickbacks/G
ifts and Hos
pitality
Bribery is an
offer or rec
eipt of any g
ift, loan, fee
, reward
or other adv
antage to o
r from any p
erson as an
inducement
to do somet
hing which is
dishonest, i
llegal
or a breach
of trust.
The Compa
ny does not m
ake, and sha
ll not accept,
facilitation pa
yments or "k
ickbacks" of
any kind.
Facilitation p
ayments are
typically sm
all, unofficia
l
payments ma
de to secure
or expedite
a routine ac
tion
by an officia
l. Kickbacks
are typically
payments m
ade in
return for a
business fav
or or advanta
ge. All asso
ciates
must avoid a
ny activity th
at might lead
to a facilita
tion
payment or k
ickback bein
g made or a
ccepted.
1. Introduction2. Objective3. Scope4. Complying with Legal Requirements
5 Acting with Integrity5.1 Legal Honest & Ethical Conduct5.2 Conflict of Interest5.3 Bribery Kickbacks5.4 Non Alliance with Political Parties5.5 Suspected Fraudulent Behavior5.6 Outside Employment or any other types of Association
5.8 Commitments5.9 Maintaining the Confidentiality of Information5.10 Insider Trading
5.7 Communication
18Copyright © 2016 Tech Mahindra. All rights reserved.
5. Acting with IntegrityWhat is Inside
The Director
s and Assoc
iates of TEC
H MAHINDR
A
shall not acc
ept any pers
onal gifts wh
ich , becaus
e of
their value, p
ersonal sign
ificance, pos
ition, role or
the
time at whic
h they are o
ffered, could
be interpret
ed to
adversely a
ffect busines
s decisions
or likely to
compromise
their perso
nal or profe
ssional integ
rity.
Gifts on acc
ount of celeb
rations, mem
orial in natur
e,
business me
als, and gifts
received be
cause of pe
rsonal
relationship
and not bec
ause of offici
al position,
mementos r
eceived beca
use of atten
ding widely h
eld
gatherings a
s panelist / s
peaker and
other custom
ary
gifts which a
re not impro
per and do n
ot in any wa
y,
influence the
business de
cisions, are
allowed un
der this
policy.
The Director
s and Assoc
iates of the c
ompany sha
ll also
not offer gif
ts or paymen
ts or authori
zation of pa
yments
by way of gi
fts or pay pe
rsonally pay
for gifts or
hospitality in
order to avo
id this policy
.
1. Introduction2. Objective3. Scope4. Complying with Legal Requirements
5 Acting with Integrity5.1 Legal Honest & Ethical Conduct5.2 Conflict of Interest5.3 Bribery Kickbacks5.4 Non Alliance with Political Parties5.5 Suspected Fraudulent Behavior5.6 Outside Employment or any other types of Association
5.8 Commitments5.9 Maintaining the Confidentiality of Information5.10 Insider Trading
5.7 Communication
19Copyright © 2016 Tech Mahindra. All rights reserved.
5. Acting with IntegrityWhat is Inside
We may some
times produ
ce modest p
romotional
materials (e
.g. branded
pens). It is
acceptable t
o give
such items t
o contacts in
order to pro
mote our co
mpany.
In some cultu
res / countri
es, it may be
seen as an in
sult
to reject a gi
ft, and we ap
preciate tha
t it may adve
rsely
affect busine
ss relationsh
ips if associa
tes refuse to
accept a gift
. In these ci
rcumstances
, and if the g
ift is
anything oth
er than mod
erate, assoc
iates should
report
the gift to re
porting man
ager who wil
l decide whe
ther to
allow you to
keep the gif
t; retain the
gift for the b
enefit of
Tech Mahin
dra; return th
e gift; or sell
the gift and
give
the proceed
s to charity.
If the Repor
ting Manage
r is
uncertain as
to how to tr
eat the gift,
he/she shoul
d seek
clarification f
rom his/her
relevant Hum
an Resource
(HR)
contact/Corp
orate Ombu
dsman
1. Introduction2. Objective3. Scope4. Complying with Legal Requirements
5 Acting with Integrity5.1 Legal Honest & Ethical Conduct5.2 Conflict of Interest5.3 Bribery Kickbacks5.4 Non Alliance with Political Parties5.5 Suspected Fraudulent Behavior5.6 Outside Employment or any other types of Association
5.8 Commitments5.9 Maintaining the Confidentiality of Information5.10 Insider Trading
5.7 Communication
Anti Corruption and Bribery Policy
20Copyright © 2016 Tech Mahindra. All rights reserved.
5. Acting with IntegrityWhat is Inside
The compa
ny strives to
preclude an
y activity or c
onduct
which could
be interpret
ed as a favo
r to and from
any
political par
ty or person
.
The C
ompany doe
s not make co
ntributions t
o political
parties whic
h are so ma
de to influen
ce any decis
ion or
gain a busin
ess advantag
e. The Comp
any only mak
es
donations th
at are legal
and ethical
under local
laws and
practices.
1. Introduction2. Objective3. Scope4. Complying with Legal Requirements
5 Acting with Integrity5.1 Legal Honest & Ethical Conduct5.2 Conflict of Interest5.3 Bribery Kickbacks5.4 Non Alliance with Political Parties5.5 Suspected Fraudulent Behavior5.6 Outside Employment or any other types of Association
5.8 Commitments5.9 Maintaining the Confidentiality of Information5.10 Insider Trading
5.7 Communication
Anti Corruption and Bribery Policy
21Copyright © 2016 Tech Mahindra. All rights reserved.
5. Acting with IntegrityWhat is Inside
5.5 Suspect
ed Fraudule
nt behavior
Any acts of
commission
or omission
which are
detrimental t
o the busine
ss of the com
pany i.e., br
ibery,
corruption, fr
aud, pilferag
e, theft etc.,
will be term
ed as
misconduct.
Any such su
spected frau
dulent beha
viour is
liable to be
investigated
as per proc
ess laid dow
n and
defined by th
e CORPORA
TE OMBUDS
MAN and th
e
Associate/s
concerned i
s / are liable
to face app
ropriate
disciplinary
action includ
ing terminati
on from the
services of t
he company w
hich may ext
end to legal
action.
1. Introduction2. Objective3. Scope4. Complying with Legal Requirements
5 Acting with Integrity5.1 Legal Honest & Ethical Conduct5.2 Conflict of Interest5.3 Bribery Kickbacks5.4 Non Alliance with Political Parties5.5 Suspected Fraudulent Behavior5.6 Outside Employment or any other types of Association
5.8 Commitments5.9 Maintaining the Confidentiality of Information5.10 Insider Trading
5.7 Communication
22Copyright © 2016 Tech Mahindra. All rights reserved.
5. Acting with IntegrityWhat is Inside
5.6 Outside
Employmen
t or any othe
r type of
association
Directors an
d Associate
s are expec
ted to devot
e their
full time atte
ntion to the
business of t
he Compan
y and
not take on
any assignm
ent either di
rectly or ind
irectly
without prop
er authoriza
tion.
1. Introduction2. Objective3. Scope4. Complying with Legal Requirements
5 Acting with Integrity5.1 Legal Honest & Ethical Conduct5.2 Conflict of Interest5.3 Bribery Kickbacks5.4 Non Alliance with Political Parties5.5 Suspected Fraudulent Behavior5.6 Outside Employment or any other types of Association
5.8 Commitments5.9 Maintaining the Confidentiality of Information5.10 Insider Trading
5.7 Communication
23Copyright © 2016 Tech Mahindra. All rights reserved.
5. Acting with IntegrityWhat is Inside
5.7 Commun
ication
Directors an
d Associate
s will be truth
ful, and accu
rate in
their commu
nication.
Effect
ive commun
ication is vita
l to avoid an
y kind of
misrepresen
tations, miss
tatements a
nd misleadin
g
impressions
. All commun
ication mate
rial shall be
prepared ag
ainst this ba
ckdrop and s
hould be
adequately b
acked by do
cumentation
to support a
ny
claims or sta
tements mad
e.
Certain desi
gnated pers
ons or group
s of persons
will be
authorized t
o communic
ate on speci
fied matters
depending o
n the sensit
ivity of infor
mation and n
o other
person shal
l communicat
e in an out-o
f-turn mann
er on
those matte
rs.
1. Introduction2. Objective3. Scope4. Complying with Legal Requirements
5 Acting with Integrity5.1 Legal Honest & Ethical Conduct5.2 Conflict of Interest5.3 Bribery Kickbacks5.4 Non Alliance with Political Parties5.5 Suspected Fraudulent Behavior5.6 Outside Employment or any other types of Association
5.8 Commitments5.9 Maintaining the Confidentiality of Information5.10 Insider Trading
5.7 Communication
24Copyright © 2016 Tech Mahindra. All rights reserved.
5. Acting with IntegrityWhat is Inside
5.8 Commitm
ents
Direct
ors and Ass
ociates shou
ld ensure th
at our
customers ha
ve confidenc
e in the com
mitments we
make on be
half of Tech
Mahindra an
d its subsidi
aries.
Decisions, c
ommitments
, or business
agreements
made
by us as ind
ividuals are
seen and en
visaged by th
e
outside worl
d as having
been made
by Tech Ma
hindra.
All de
cisions shal
l be taken by
virtue of au
thority which
may be ‘dele
gated’. This
includes a d
uty to involv
e
anyone else
who may hav
e the respo
nsibility for
such
decision, an
d to make su
re that ever
ything has b
een
accurately re
corded.
1. Introduction2. Objective3. Scope4. Complying with Legal Requirements
5 Acting with Integrity5.1 Legal Honest & Ethical Conduct5.2 Conflict of Interest
5.8 Commitments5.9 Maintaining the Confidentiality of Information5.10 Insider Trading
5.7 Communication
5.3 Bribery Kickbacks5.4 Non Alliance with Political Parties5.5 Suspected Fraudulent Behavior5.6 Outside Employment or any other types of Association
25Copyright © 2016 Tech Mahindra. All rights reserved.
5. Acting with IntegrityWhat is Inside
5.9 Maintain
ing Confiden
tiality of Inf
ormation
The Director
s and Assoc
iates must ma
intain
confidentiali
ty of informa
tion relating
to the affair
s of
Tech Mahin
dra having g
ained knowl
edge of suc
h
information i
n the course
of their serv
ice as Direc
tors or
Associates,
until and un
less authori
zed or legall
y
required to
disclose suc
h information
; and shall n
ot use
confidential
information a
nd other cor
porate
opportunitie
s for their p
ersonal adv
antage.
1. Introduction2. Objective3. Scope4. Complying with Legal Requirements
5 Acting with Integrity5.1 Legal Honest & Ethical Conduct5.2 Conflict of Interest
5.8 Commitments5.9 Maintaining the Confidentiality of Information5.10 Insider Trading
5.7 Communication
5.3 Bribery Kickbacks5.4 Non Alliance with Political Parties5.5 Suspected Fraudulent Behavior5.6 Outside Employment or any other types of Association
26Copyright © 2016 Tech Mahindra. All rights reserved.
5. Acting with IntegrityWhat is Inside
5.10 Insider
trading
Direct
ors and Ass
ociates are
prohibited fr
om using
material info
rmation pert
aining to the
company be
fore it
is made pub
lic, for financ
ial or other p
ersonal ben
efit or
conveying th
is informatio
n to others.
This constitu
tes a violatio
n of Insider T
rading policy
and
may even vi
olate the law
. This includ
es buying or
selling
the securitie
s of the Com
pany or its su
bsidiaries ab
out
which assoc
iate may hav
e material n
on-public
information a
nd giving thi
s “inside info
rmation” to a
nyone
else who mig
ht deal in se
curities of th
e company o
r its
subsidiary(s)
based on th
e information
shared.
1. Introduction2. Objective3. Scope4. Complying with Legal Requirements
5 Acting with Integrity5.1 Legal Honest & Ethical Conduct5.2 Conflict of Interest
5.8 Commitments5.9 Maintaining the Confidentiality of Information5.10 Insider Trading
5.7 Communication
5.3 Bribery Kickbacks5.4 Non Alliance with Political Parties5.5 Suspected Fraudulent Behavior5.6 Outside Employment or any other types of Association
27Copyright © 2016 Tech Mahindra. All rights reserved.
5. Acting with IntegrityWhat is Inside
Directors, M
anagement
and Associa
tes of Tech
Mahindra or
its subsidia
ries may hav
e regular acc
ess to
or benefit fro
m inside info
rmation. In o
rder to comp
ly
with the rule
s and regula
tions stipulat
ed by releva
nt
authorities,
such person
s are prohib
ited from dir
ectly or
indirectly con
ducting secu
rities transa
ctions excep
t
during speci
fic periods.
More gener
ally, any As
sociate is pr
ohibited from
conducting s
ecurities tra
nsactions if
in possessio
n of
inside inform
ation. All Dir
ectors and A
ssociates ar
e also
prohibited fr
om providin
g third partie
s (including
friends
and family) w
ith inside inf
ormation. A
ny breach of
these
legal duties m
ay lead to cr
iminal and c
ivil penalties
being impos
ed upon dir
ector/s or a
ssociate of T
ech
Mahindra or
any third pa
rty to whom
he / she ha
s
provided ins
ide informat
ion. These p
enalties can
include
fines and / o
r imprisonm
ent.
1. Introduction2. Objective3. Scope4. Complying with Legal Requirements
5 Acting with Integrity5.1 Legal Honest & Ethical Conduct5.2 Conflict of Interest
5.8 Commitments5.9 Maintaining the Confidentiality of Information5.10 Insider Trading
5.7 Communication
5.3 Bribery Kickbacks5.4 Non Alliance with Political Parties5.5 Suspected Fraudulent Behavior5.6 Outside Employment or any other types of Association
28Copyright © 2016 Tech Mahindra. All rights reserved.
6. Protecting AssetsWhat is Inside
6.1 Protecti
on And Use
of Compan
y Assets
The D
irectors and
Associates s
hall protect t
he assets of
Tech Mahin
dra and ensu
re their effic
ient and prop
er use.
All company a
ssets should
be used for
legitimate
business pur
poses. The
assets of TE
CH MAHIND
RA
should not b
e used for ot
her than bu
siness requi
rements
of the comp
any. Incident
al personal
use, if reaso
nable,
does not am
ount to viola
tions under t
his code.
We will protect our brand, physical, financial and intellectual assets
2. Objective
3. Scope
4. Complying with Legal Requirements
5 Acting with Integrity
6. Protecting Assets
6.1 Protection and Use of Company Assets6.2 Management & Mitigation of Risks6.3 Information Security
29Copyright © 2016 Tech Mahindra. All rights reserved.
6. Protecting AssetsWhat is Inside
We are respo
nsible as ind
ividuals for t
he security a
nd
protection of
the assets
used in our
job. This inc
ludes
the proper a
ccounting fo
r the use of a
ny company
resources.
It is expected
that Compa
ny property
– equipmen
t and
intellectual p
roperty right
s such as pa
tents, tradem
arks,
copyrights, d
esigns, strat
egies, plans
, trade secre
ts and
similar item
s that are no
t in the public
domain – w
ill be
used only in
the course o
f, and for, C
ompany bus
iness,
with proper
care and saf
eguards.
2. Objective
3. Scope
4. Complying with Legal Requirements
5 Acting with Integrity
6. Protecting Assets
6.1 Protection and Use of Company Assets6.2 Management & Mitigation of Risks6.3 Information Security
LOYALTYLOYALTY
30Copyright © 2016 Tech Mahindra. All rights reserved.
6. Protecting AssetsWhat is Inside
Innovation an
d well-reaso
ned risk tak
ing shall be
supported, b
ut performa
nce will be d
emanded.
Employees s
hall have no
rights or lien
over any
inventions th
at arise in th
e course of e
mployment.
One o
f our most va
luable asset
s is the ‘Tec
h Mahindra’
brand and it
s reputation.
A strong bra
nd is essenti
al for
sustainable
success, es
pecially in fa
st-changing
and
highly comp
etitive mark
ets. The Co
mpany’s bra
nd must
be protected
with as muc
h care as ou
r buildings o
r
equipment. P
roducts, ser
vices or ma
rketing
communicat
ions that are
not consiste
nt with the
meaning of
the brand, b
ad press pub
licity, or imp
roper
use of the lo
go undermi
ne our bran
d and
competitiven
ess.
2. Objective
3. Scope
4. Complying with Legal Requirements
5 Acting with Integrity
6. Protecting Assets
6.1 Protection and Use of Company Assets6.2 Management & Mitigation of Risks6.3 Information Security
We swill not infringe the intellectual property rights of others. For example, we respect copyright in third party software.
31Copyright © 2016 Tech Mahindra. All rights reserved.
6. Protecting AssetsWhat is Inside
6.2 Managem
ent and miti
gation of Ris
ks
Comp
any’s Busin
ess continuit
y and crisis
manageme
nt
plan includes
developme
nt and imple
mentation of
viable
business pla
ns to preven
t potential b
usiness disru
ptions
and resume
business ope
rations with
in acceptab
le time
frames and
at agreed se
rvice levels
for the inden
tified
key products
and service
s. The objec
tive of this p
lan is
to delight an
d balance th
e interest of
its key stake
holders by a
ddressing c
ontinuity req
uirements a
cross
regions and
facilities in o
ffice location
s. The comp
any
implements r
igorous plan
s to ensure s
afety and we
lfare
of Associate
s and to pro
tect the asse
ts and inform
ation
from and du
ring a disrup
tion.
2. Objective
3. Scope
4. Complying with Legal Requirements
5 Acting with Integrity
6. Protecting Assets
6.1 Protection and Use of Company Assets6.2 Management & Mitigation of Risks6.3 Information Security
ManagementBusiness Continuity referred in the Information Security Policy
32Copyright © 2016 Tech Mahindra. All rights reserved.
6. Protecting AssetsWhat is Inside
6.3 Informat
ion security
Inform
ation security
is the respo
nsibility of a
ll Associates
and Director
s of Tech M
ahindra. All
Associates a
nd
Directors sh
ould comply
and adhere
to the accep
table
use of comp
uter resource
s such as da
ta protection
,
information c
lassification
& protection
, password u
sage
& managem
ent, and thir
d party acce
ss. Informa
tion
security is c
lassified as
both tangibl
e assets suc
h as
systems and
business equ
ipment facili
ties as well a
s
intangible as
sets such as
information t
echnology,
propriety inf
ormation, in
tellectual pr
operty and
relationships
with custom
ers and supp
liers. Any act
of
breach or v
iolation aga
inst Tech Ma
hindra’s info
rmation
security poli
cy will be vie
wed serious
ly and suitab
le
disciplinary
action will b
e initiated.
2. Objective
3. Scope
4. Complying with Legal Requirements
5 Acting with Integrity
6. Protecting Assets
6.1 Protection and Use of Company Assets6.2 Management & Mitigation of Risks6.3 Information Security
Information Security Policy
33Copyright © 2016 Tech Mahindra. All rights reserved.
7. Relating with StakeholdersWhat is Inside
§ Information s
upplied to cu
stomers sho
uld be accur
ate
and complete
to the best o
f the knowle
dge. Director
s
and Associa
tes should n
ot misrepres
ent informat
ion to
customers.
§ Directors an
d Associate
s should not
refuse to pro
vide
services to t
he customer
, in the event
one of the T
ech
Mahindra’s c
ompetitors i
s also provid
ing services
to
the same cu
stomer.
§ Customer e
ntertainmen
t should not
exceed
reasonable
and customa
ry business
practice.
Directors an
d Associate
s should not
provide
entertainme
nt or other b
enefits that c
ould be view
ed
as an induce
ment to or a
reward for,
customers’
purchase de
cisions. Ple
ase see “Gift
s” above for
additional gu
idelines in th
is area.
Information Security Policy
2. Objective
3. Scope
4. Complying with Legal Requirements
5 Acting with Integrity6. Protecting Assets
7. Relating with Stakeholders
7.1 Customers7.2 Partners
7.3 Suppliers7.4 Community
34Copyright © 2016 Tech Mahindra. All rights reserved.
7. Relating with StakeholdersWhat is Inside
Our produc
ts and servic
es shall be te
chnologically
competitive a
nd whilst ful
filling the ne
eds of our
customers, sh
all offer the b
est possible
value to ou
r
customers su
ch that we b
ecome the cu
stomers’ firs
t
choice for qu
ality and ser
vice. No false
or misleadi
ng
claims shall
be made wh
ilst marketing
our produc
ts or
services. Ou
r service sta
ndards shal
l be of the h
ighest
possible ord
er.
Mutua
lly beneficial
relationships
of an endu
ring nature
will be built w
ith customer
s. Our respo
nse to the n
eeds
and expecta
tions of custo
mers shall b
e speedy,
courteous an
d effective.
Customer c
omplaints an
d
warranties w
ill be attende
d to the full s
atisfaction of
the
customer.
Information Security Policy
2. Objective
3. Scope
4. Complying with Legal Requirements
5 Acting with Integrity6. Protecting Assets
7. Relating with Stakeholders
7.1 Customers7.2 Partners
7.3 Suppliers7.4 Community
35Copyright © 2016 Tech Mahindra. All rights reserved.
7. Relating with StakeholdersWhat is Inside
The policy o
f the Compa
ny is to culti
vate a globa
l
network of c
ollaborative
and mutually
beneficial
alliances afte
r carrying ou
t due diligen
ce of all
prospective
partners. W
e will respe
ct partners’
customs
and tradition
s, and be ho
nest and eth
ical in our d
ealings.
We will work w
ith partners
in the creatio
n of success
ful
ventures wit
h high stand
ards of integ
rity and busi
ness
practice. We will
use our value
s and princip
les in
dialogue wit
h other orga
nizations and
in considerin
g
new and exi
sting relation
ships.
The C
ompany wil
l ensure tha
t its partners
do not make
any payment
s to governm
ental officials
to secure an
y
benefit for t
he Compan
y.
Information Security Policy
1. Introduction
2. Objective
3. Scope
4. Complying with Legal Requirements
5 Acting with Integrity6. Protecting Assets
7. Relating with Stakeholders
7.1 Customers7.2 Partners
7.3 Suppliers7.4 Community
36Copyright © 2016 Tech Mahindra. All rights reserved.
7. Relating with StakeholdersWhat is Inside
Tech Mahin
dra and its s
ubsidiaries d
eal fairly and
honestly wit
h their suppl
iers. This me
ans that our
relationships
with supplie
rs are based
on price, qu
ality,
service and
reputation.
Directors an
d Associate
s dealing
with supplie
rs should ca
refully guard
their object
ivity.
The Compa
ny will carry
out due dili
gence befor
e
selection of
suppliers.
The Compa
ny will ensu
re that its pa
rtners do no
t make
any payment
s to governm
ental officials
to secure an
y
benefit for t
he Compan
y.
Specifically
, no Director
or Associat
e should acc
ept or
solicit any p
ersonal ben
efit from a su
pplier or pot
ential
supplier tha
t might comp
romise, or ap
pear to
compromise
, their objec
tive assessm
ent of the su
pplier’s
products an
d prices. Dire
ctors and As
sociates can
give
or accept pr
omotional ite
ms of nomin
al value or
moderately
scaled enter
tainment with
in the limits
of
responsible
and custom
ary business
practice. P
lease
see “Gifts” ab
ove for addi
tional guidel
ines in this a
rea
1. Introduction
2. Objective
3. Scope
4. Complying with Legal Requirements
5 Acting with Integrity6. Protecting Assets
7. Relating with Stakeholders
7.1 Customers7.2 Partners
7.3 Suppliers7.4 Community
37Copyright © 2016 Tech Mahindra. All rights reserved.
7. Relating with StakeholdersWhat is Inside
Tech Mahin
dra will cont
ribute to the
wellbeing o
f the
societies in
which we op
erate throug
h our busine
ss
activities. W
e will mainta
in the highes
t level of inte
grity
while respe
cting local la
ws, customs
and traditio
ns. We
will work with
community a
nd other org
anizations to
support non
-profit makin
g activities a
nd activities
that
benefit wide
r society
1. Introduction
2. Objective
3. Scope
4. Complying with Legal Requirements
5 Acting with Integrity6. Protecting Assets
7. Relating with Stakeholders
7.1 Customers7.2 Partners
7.3 Suppliers7.4 Community
YES, WE CAREYES, WE CARE
38Copyright © 2016 Tech Mahindra. All rights reserved.
8. Maintaining an Equitable & Safe WorkplaceWhat is Inside
The policy o
f the Compa
ny is to prov
ide equal op
portunities to
all its
Associates w
ithout being
biased to the
ir race, regio
n, caste, rel
igion,
colour, ance
stry, marital s
tatus, gende
r, sexual orie
ntation, age,
nationality,
ethnic origin
or disability
. The compa
ny has a poli
cy to elimina
te overt and
covert bias i
n recruiting,
promoting a
nd separatin
g male and f
emale
Associates.
The compa
ny strives to
hire people
on the basis
of their
qualification
s, prior expe
rience, expe
rtise and ab
ilities, local
and
constitutiona
l law mandat
e with regar
d to recruitm
ent (if any)
and is
determined to
provide a wo
rk environm
ent free of a
ny form of u
nlawful
discrimination
.
The compa
ny shall prom
ote gender e
quality in pro
viding acces
s to
opportunitie
s for training
, learning, an
d participati
on in decisio
n making.
The compa
ny shall put i
n place orga
nizational po
licies and p
ractices that
address var
ious Associa
te issues inc
luding sexua
l harassmen
t, work life
imbalance an
d profession
al discrimina
tion.
Any Associa
te with quest
ions or conc
erns regard
ing any act o
f
discrimination
in the workp
lace is encou
raged to bri
ng the issue
to the
attention of
his / her imm
ediate super
visor or the h
ead of the c
oncerned
business / su
pport unit an
d further to t
he CORPOR
ATE OMBUD
SMAN.
1. Introduction
2. Objective
3. Scope
4. Complying with Legal Requirements
5 Acting with Integrity6. Protecting Assets
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
8.1 Employment Practices
8.2 Non Solicitation8.3 Sexual Harassment8.4 Health & Safety8.5 Environmental Compliance
8.6 Human Dignity
Employment Practices Policy.
39Copyright © 2016 Tech Mahindra. All rights reserved.
8. Maintaining an Equitable & Safe WorkplaceWhat is Inside
The Compa
ny believes
that the serv
ices of an A
ssociate are
crucial to
Tech Mahin
dra and its c
lients. While em
ployed with T
ech Mahindr
a and a
period of on
e year there
after, Assoc
iates shall no
t solicit and
shall not
provide serv
ices to any o
f Tech Mahin
dra’s clients
(on the sam
e account /
project) with
whom they h
ave been ass
ociated in th
e preceding
one year
from the da
te of separa
tion (for any
reason) from
Tech Mahin
dra During
the tenure o
f employme
nt with Tech
Mahindra an
d after the c
essation of
employment
, the Associa
te is respons
ible for safe
guarding Te
ch
Mahindra’s b
usiness and
confidential
information i
ncluding its
customers’
names and
other busine
ss details, in
formation re
garding tech
nical, trade
or business
data.
Associates
should not
solicit or ind
uce or ende
avour to sol
icit or induce
any person w
ho is employ
ed by the co
mpany to ce
ase working
for or
providing se
rvices to Te
ch Mahindra
. Associates
should not
also solicit o
r
induce or en
deavour to s
olicit any con
sultant, supp
lier or servic
e provider
to cease to d
eal with the
company an
d shall not in
terfere in any
way with
any relations
hip between
a consultan
t, a supplier
or a service
provider and
the Compan
y.
In any event
of a violatio
n of the abo
ve mentione
d Tech Mah
indra
reserves the
right to any
legal remed
y available t
o it under ap
plicable law
s
and claim an
y such dama
ges from yo
u as it may i
ncur from th
is act of
yours.
1. Introduction
2. Objective
3. Scope
4. Complying with Legal Requirements
5 Acting with Integrity6. Protecting Assets
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
8.1 Employment Practices
8.2 Non Solicitation8.3 Sexual Harassment8.4 Health & Safety8.5 Environmental Compliance
8.6 Human Dignity
40Copyright © 2016 Tech Mahindra. All rights reserved.
8. Maintaining an Equitable & Safe WorkplaceWhat is Inside
The Compa
ny’s Anti Se
xual Harassm
ent policy ai
ms at bringin
g ‘zero
tolerance’ p
olicy on any
act of sexua
l harassmen
t / any discri
mination
based on se
x and promo
te a work en
vironment th
at encourag
es mutual
respect, pro
motes respe
ctful and con
genial relatio
nships betwe
en
Associates,
and is free f
rom all form
s of sexual h
arassment to
any
Associate or
applicant fo
r employme
nt by anyone
including ve
ndors, or
customers.
Sexua
l Harassmen
t is a form o
f discriminat
ion which inc
ludes a rang
e of
behavior fro
m seemingly
mild transg
ressions and
annoyance
s, to actual
sexual abus
e or sexual
assault, and
will not be
accepted in
any form or
manner.
Sexua
l harassmen
t includes co
nduct of ass
ociates, man
agers, vend
ors
and / or cus
tomers who
engage in v
erbally or ph
ysically hara
ssing
behavior, wh
ich has the p
otential for h
umiliating or
embarrassin
g an
associate of
the Compa
ny.
1. Introduction
2. Objective
3. Scope
4. Complying with Legal Requirements
5 Acting with Integrity6. Protecting Assets
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
8.1 Employment Practices
8.2 Non Solicitation8.3 Sexual Harassment8.4 Health & Safety8.5 Environmental Compliance
8.6 Human Dignity
41Copyright © 2016 Tech Mahindra. All rights reserved.
8. Maintaining an Equitable & Safe WorkplaceWhat is Inside
All of the Co
mpany, both
manageme
nt and non-m
anagement,
are
responsible
for assuring
that a workp
lace free of
sexual hara
ssment is
maintained.
Any A
ssociate ma
y file a sexua
l harassmen
t complaint re
garding
incidents ex
perienced pe
rsonally or i
ncidents obs
erved in the
workplace.
The C
ompany is c
ommitted to
maintaining
a lawful, ple
asant work
environmen
t where all A
ssociates ar
e able to eff
ectively perf
orm their
work without
interference
of any type
and reques
ts the assist
ance of
all Associate
s in this effo
rt.
All Co
mpany supe
rvisors and m
anagers are
expected to
adhere to t
he
Company’s
Anti Sexual
Harassment
Policy.
Anti Sexual Harassment Policy
1. Introduction
2. Objective
3. Scope
4. Complying with Legal Requirements
5 Acting with Integrity6. Protecting Assets
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
8.1 Employment Practices
8.2 Non Solicitation8.3 Sexual Harassment8.4 Health & Safety8.5 Environmental Compliance
8.6 Human Dignity
42Copyright © 2016 Tech Mahindra. All rights reserved.
8. Maintaining an Equitable & Safe WorkplaceWhat is Inside
Protecting th
e environme
nt and the h
ealth and saf
ety of Assoc
iates is
of prime impo
rtance to the
company an
d the compa
ny strives to
provide a sa
fe, healthy a
nd hygienic e
nvironment
to its workfor
ce. The
company atta
ches the gre
atest value to
its personn
el. It conduc
ts its
operations i
n a safe ma
nner that m
inimizes adv
erse environ
mental
impact. It st
rives to prev
ent all possi
ble accident
s, incidents,
injuries
and occupa
tional illness
.
Comp
any believes
in creating a
wareness am
ong its Asso
ciates on
work place p
ractices and
communicat
ing informat
ion, instructi
on and
training prog
rams to all t
he Associat
es to enable
them to com
ply with
the Environm
ent, health a
nd safety po
licy of the co
mpany.
1. Introduction
2. Objective
3. Scope
4. Complying with Legal Requirements
5 Acting with Integrity6. Protecting Assets
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
8.1 Employment Practices
8.2 Non Solicitation8.3 Sexual Harassment8.4 Health & Safety8.5 Environmental Compliance
8.6 Human Dignity
43Copyright © 2016 Tech Mahindra. All rights reserved.
8. Maintaining an Equitable & Safe WorkplaceWhat is Inside
We will minim
ize the poten
tially harmfu
l effects of o
ur activities
on the
environmen
t.
We are comm
itted to prote
ct and prese
rve the envi
ronment. We will
endeavour t
o reuse rath
er than disp
ose whenev
er possible.
We will
also promot
e recycling a
nd the use o
f recycled ma
terials.
1. Introduction
2. Objective
3. Scope
4. Complying with Legal Requirements
5 Acting with Integrity6. Protecting Assets
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
8.1 Employment Practices
8.2 Non Solicitation8.3 Sexual Harassment8.4 Health & Safety8.5 Environmental Compliance
8.6 Human Dignity
44Copyright © 2016 Tech Mahindra. All rights reserved.
8. Maintaining an Equitable & Safe WorkplaceWhat is Inside
We are comm
itted to treati
ng those eng
aged with o
ur Company w
ith
dignity and r
espect.
1. Introduction
2. Objective
3. Scope
4. Complying with Legal Requirements
5 Acting with Integrity6. Protecting Assets
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
8.1 Employment Practices
8.2 Non Solicitation8.3 Sexual Harassment8.4 Health & Safety8.5 Environmental Compliance
8.6 Human Dignity
45Copyright © 2016 Tech Mahindra. All rights reserved.
9. Raising Concerns and ComplaintsWhat is Inside
The CORPO
RATE OMB
UDSMAN is
primarily res
ponsible for
overseeing a
nd managing
compliance
issues with
in the organ
ization.
The CORPO
RATE OMB
UDSMAN is
in charge of
ensuring, th
at the
company and
its Associat
es are comp
lying with inte
rnal policies
and
procedures
.
1. Introduction
2. Objective
3. Scope
4. Complying with Legal Requirements
5 Acting with Integrity6. Protecting Assets
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
9.1 Corporate Ombudsman
9.2 WhistleBlower9.3 Concern about Integrity and Non- Compliance
9. Raising Concerns & Complaints
46Copyright © 2016 Tech Mahindra. All rights reserved.
9. Raising Concerns and ComplaintsWhat is Inside
Tech Mahin
dra’s Whistleb
lower Policy
is a critical
means thro
ugh
which stake
holders can
raise actual o
r suspected
violations. T
he
policy is app
licable to all
Associates (
including pe
rmanent and
on
contract) Cu
stomers and
Suppliers /
Vendors of T
ech Mahindr
a.
The p
olicy sets ou
t ways throu
gh which the
stakeholder
s can raise
concerns th
at relate to a
ctual or susp
ected violati
ons of the C
ode of
Ethical Busin
ess Conduc
t, Accountin
g, Internal A
ccounting C
ontrols,
Auditing Ma
tters and ap
plicable nati
onal and inte
rnational law
s
including sta
tutory / regu
latory rules a
nd regulation
s which inclu
des
but not limite
d to Compa
nies Act, SE
BI and SEC
Regulations
.
1. Introduction
2. Objective
3. Scope
4. Complying with Legal Requirements
5 Acting with Integrity6. Protecting Assets
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
9.1 Corporate Ombudsman
9.2 Whistleblower9.3 Concern about Integrity and Non- Compliance
9. Raising Concerns & Complaints
47Copyright © 2016 Tech Mahindra. All rights reserved.
9. Raising Concerns and ComplaintsWhat is Inside
A "whistlebl
ower compla
int" is a com
plaint where
a Complaina
nt /
Whistle Blowe
r ( person ra
ising the Co
mplaint) bel
ieves that T
ech
Mahindra(or
an officer o
r Associate o
f Tech Mahin
dra) has, or
may
have, breac
hed the Cod
e of Ethical
Business C
onduct, Acc
ounting,
Internal Acc
ounting Con
trols, Auditing
Matters and
applicable
national and
internationa
l laws includ
ing statutory
/ regulatory
rules
and regulatio
ns.
Alertin
g Tech Mah
indra to pot
ential issues
will assist i
n promoting
compliant co
rporate envi
ronment and
will protect
Tech Mahin
dra’s
reputation. A
ll the stakeho
lders have an
obligation to
raise such
concerns as
soon as pos
sible.
All the
stakeholder
s shall addr
ess the com
plaints / conc
erns to the
CORPORAT
E OMBUDS
MAN. In ca
se of a comp
laint / conce
rn
against COR
PORATE OM
BUDSMAN,
the same sh
all be addre
ssed
to the Vice
Chairman of
the Board of
Directors.
1. Introduction
2. Objective
3. Scope
4. Complying with Legal Requirements
5 Acting with Integrity6. Protecting Assets
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
9.1 Corporate Ombudsman
9.2 Whistleblower9.3 Concern about Integrity and Non- Compliance
9. Raising Concerns & Complaints
Whistle Blower Policy
48Copyright © 2016 Tech Mahindra. All rights reserved.
9. Raising Concerns and ComplaintsWhat is Inside
Concerns ab
out Integrity
and non-co
mpliance wit
h Tech
Mahindra’s c
ode of Ethic
al Business
Conduct will
be
investigated
as per proc
ess laid dow
n and define
d under the
Whistle blowe
r policy. Th
e Associate
/s concerne
d who is / ar
e
found to be
non-complia
nt after the i
nvestigation
are liable to
face approp
riate disciplin
ary action in
cluding term
ination from
the services
of the comp
any.
1. Introduction
2. Objective
3. Scope
4. Complying with Legal Requirements
5 Acting with Integrity6. Protecting Assets
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
9.1 Corporate Ombudsman
9.2 Whistleblower9.3 Concern about Integrity and Non- Compliance
9. Raising Concerns & Complaints § Associates need to write to CORPORATE OMBUDSMAN immediately and raise a
concern with required evidences and documents.§ A minimum 7 member Redressal Committee consisting of experts will be formed
with the right knowledge and objectivity from within the company. Members from this committee shall be assigned to investigate into the matter within 48 hours of receipt of the whistle blower complaint.
§ The Redressal Committee should conduct an inquiry and come up with a report within 15 working days from the date of the initial complaint.
§ The Redressal Committee should recommend the corrective actions to the appropriate managers for implementation. In the event the accused is found guilty, penalties will be prescribed through CORPORATE OMBUDSMAN, and will be implemented by HR.
§ The person raising the concern will also receive an update on the final outcome
49Copyright © 2016 Tech Mahindra. All rights reserved.
10. Additional Policies and StandardsWhat is Inside
As a public c
ompany, Te
ch Mahindra
is committed
to full, fair,
accurate, tim
ely disclosur
e in reports
and docume
nts that it file
s
with, or subm
its to, the re
gulatory aut
horities in In
dia or abroa
d
and in other
public comm
unications o
f the compa
ny. For
honouring th
is commitme
nt, the Direc
tors and As
sociates sha
ll
be responsib
le to ensure
internal con
trols over fin
ancial
reporting an
d also comp
liance with t
he disclosur
e and repor
ting
requiremen
ts
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
10.1 Disclosure Standards10.2 Investor Relations10.3 International Trade Control
9. Raising Concerns & Complaints10. Additional Policies & Standards
10.4 Money Laundering Prevention10.5 Working with the Government
10.6 Intellectual Property10.7 Controllership10.8 Social Media Guidelines
10.9 Indemnity
50Copyright © 2016 Tech Mahindra. All rights reserved.
10. Additional Policies and StandardsWhat is Inside
Tech Mahin
dra investor
relations sha
ll be ethical,
professiona
l,
transparent
and investor
friendly. We reco
gnize the rig
ht of our
investors to
information a
nd shall alwa
ys be attent
ive to this ne
ed.
The relevant
information w
ill be speedil
y dissemina
ted and shal
l
be as inform
ative as is re
quired to be
, subject to c
onsideration
of
confidentiali
ty and applic
able legislati
on. We resp
ect the right
of
investors to
express the
ir views durin
g investors m
eet including
the general
meetings of t
he company,
on matters f
orming part
of
the agenda
and on the
performance
of the comp
any, and sha
ll
respond to
their observa
tions and qu
eries to the
fullest exten
t
permissible
. No informa
tion shall be
made availa
ble on a
selective ba
sis to a spec
ified group o
f investors in
a manner t
hat
places them
at an advan
tage over ot
her group o
f investors. W
e
shall always
respond spe
edily and wit
h courtesy to
our investor
s
on matters r
elating to sec
urities held b
y them in the
company
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
10.1 Disclosure Standards10.2 Investor Relations10.3 International Trade Control
9. Raising Concerns & Complaints10. Additional Policies & Standards
10.4 Money Laundering Prevention10.5 Working with the Government
10.6 Intellectual Property10.7 Controllership10.8 Social Media Guidelines
10.9 Indemnity
51Copyright © 2016 Tech Mahindra. All rights reserved.
10. Additional Policies and StandardsWhat is Inside
Internationa
l Trade Con
trol (ITC) law
s affect the t
ransmission
of
goods, servi
ces and tech
nology acros
s national bo
rders. Tech
Mahindra is
committed to
comply with
these laws
and trade
controls in a
ll of its opera
tions — shipp
ing products
, exchanges
of informatio
n across nat
ional bounda
ries, includin
g e-mail and
web access
. Tech Mahin
dra shall abi
de with the
specific
compliances
tailor-made
for the resp
ective count
ries and
published e
lsewhere in
Tech Mahin
dra website o
n complianc
e
applicable in
these jurisd
ictions.
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
10.1 Disclosure Standards10.2 Investor Relations10.3 International Trade Control
9. Raising Concerns & Complaints10. Additional Policies & Standards
10.4 Money Laundering Prevention10.5 Working with the Government
10.6 Intellectual Property10.7 Controllership10.8 Social Media Guidelines
10.9 Indemnity
52Copyright © 2016 Tech Mahindra. All rights reserved.
10. Additional Policies and StandardsWhat is Inside
Money Laun
dering implie
s engaging, d
irectly or ind
irectly, in a
transaction t
hat involves
property tha
t is the proce
ed of crime,
or
receiving, po
ssessing, m
anaging, inve
sting, conce
aling,
disguising, d
isposing of
or bringing a
ny property
that is the
proceeds of
an act ident
ified as a cri
me under th
e Prevention
of
Money Laun
dering Act, 2
002 or any
other applic
able legislati
on.
Tech Mahin
dra is comm
itted to comp
ly fully with a
ll anti-mone
y
laundering a
nd anti-terro
rism laws thr
oughout the
world. It
conducts bu
siness only w
ith reputable
customers
involved in
legitimate bu
siness activi
ties, with fun
ds derived fr
om legitimate
sources. Eac
h business i
s required to
take reason
able steps to
prevent and
detect unac
ceptable and
suspicious
forms of
payment.
Tech
Mahindra sh
all abide wit
h the specif
ic complianc
es as is
tailor-made
for the resp
ective count
ries and pub
lished elsew
here
in Tech Mah
indra websi
te on compl
iance applic
able in these
jurisdictions
.
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
10.1 Disclosure Standards10.2 Investor Relations10.3 International Trade Control
9. Raising Concerns & Complaints10. Additional Policies & Standards
10.4 Money Laundering Prevention10.5 Working with the Government
10.6 Intellectual Property10.7 Controllership10.8 Social Media Guidelines
10.9 Indemnity
53Copyright © 2016 Tech Mahindra. All rights reserved.
10. Additional Policies and StandardsWhat is Inside
In the cours
e of its busin
ess, Tech M
ahindra shal
l apply the
highest ethic
al standards
while intera
cting with gov
ernment
agencies, of
ficials and p
ublic interna
tional agenc
ies. It abides
by
the applicab
le laws and
regulations r
elating to its
working with
governmen
ts, including
certain spe
cial requirem
ents associa
ted
with govern
ment transa
ctions includ
ing but not li
mited to
regulations o
n governmen
t contracting
and special
anticorruptio
n restriction
s.
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
10.1 Disclosure Standards10.2 Investor Relations10.3 International Trade Control
9. Raising Concerns & Complaints10. Additional Policies & Standards
10.4 Money Laundering Prevention10.5 Working with the Government
10.6 Intellectual Property10.7 Controllership10.8 Social Media Guidelines
10.9 Indemnity
§ Deviation fr
om contract
requiremen
ts without th
e written
approval of
the authorize
d governmen
t official.
§ Submission
of inaccurat
e or incompl
ete cost or p
ricing data t
o
the governm
ent
Associates that violate this policy may be subject to disciplinary action which may even extend up to termination of services.
54Copyright © 2016 Tech Mahindra. All rights reserved.
10. Additional Policies and StandardsWhat is Inside
Tech Mahin
dra’s intellec
tual property
is one of its
most valuabl
e
assets and t
he company h
as exclusive
legal rights
over its
trademarks, p
atents, copy
rights, busin
ess method
s, and
industrial pr
ocesses.
All As
sociates mu
st work to sa
feguard com
pany’s paten
ts,
trademarks, c
opyrights, tr
ade secrets a
nd other pro
prietary
information.
At the same
time, it is al
so critical th
at we respe
ct
the valid inte
llectual prop
erty rights o
f others. Un
authorized u
se
of others’ in
tellectual pr
operty is not
permitted.
§ Accepting or
using propr
ietary inform
ation of outsi
ders or of a
competitor.
§ Disclosing it
s proprietary
information t
o outsiders.
§ Permitting o
utsiders to u
se its intelle
ctual propert
y
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
10.1 Disclosure Standards10.2 Investor Relations10.3 International Trade Control
9. Raising Concerns & Complaints10. Additional Policies & Standards
10.4 Money Laundering Prevention10.5 Working with the Government
10.6 Intellectual Property10.7 Controllership10.8 Social Media Guidelines
10.9 Indemnity
55Copyright © 2016 Tech Mahindra. All rights reserved.
10. Additional Policies and StandardsWhat is Inside
Tech Mahin
dra’s intellec
tual property
is one of its
most valuabl
e
assets and t
he company h
as exclusive
legal rights
over its
trademarks, p
atents, copy
rights, busin
ess method
s, and
industrial pr
ocesses.
All As
sociates mu
st work to sa
feguard com
pany’s paten
ts,
trademarks, c
opyrights, tr
ade secrets a
nd other pro
prietary
information.
At the same
time, it is al
so critical th
at we respe
ct
the valid inte
llectual prop
erty rights o
f others. Un
authorized u
se
of others’ in
tellectual pr
operty is not
permitted.
§ Accepting or
using propr
ietary inform
ation of outsi
ders or of a
competitor.
§ Disclosing it
s proprietary
information t
o outsiders.
§ Permitting o
utsiders to u
se its intelle
ctual propert
y
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
10.1 Disclosure Standards10.2 Investor Relations10.3 International Trade Control
9. Raising Concerns & Complaints10. Additional Policies & Standards
10.4 Money Laundering Prevention10.5 Working with the Government
10.6 Intellectual Property10.7 Controllership10.8 Social Media Guidelines
10.9 Indemnity
56Copyright © 2016 Tech Mahindra. All rights reserved.
10. Additional Policies and StandardsWhat is Inside
Tech Mahin
dra creates
the right env
ironment fo
r disclosing
timely,
reliable and
accurate inf
ormation to
governmen
t agencies a
nd to
the public. It
complies w
ith the Gene
rally Accepte
d Accountin
g
Principles, s
tandards an
d regulations
for accounti
ng and
financial rep
orting.
It assu
res regulato
ry complianc
e by prepari
ng or review
ing
reports and
necessary p
rocedures,
it designs, im
plements an
d
monitors inte
rnal controls
to safeguard
assets and
provide
reliable finan
cial stateme
nts.
Tech
Mahindra co
mplies with t
he applicab
le laws and
regulations r
elating to the
preservation
of documen
ts and recor
ds.
It preserves
documents a
nd records r
elevant to pe
nding or
reasonably
foreseeable
litigation, au
dits or inves
tigations, an
d as
directed by th
e company c
ounsel.
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
10.1 Disclosure Standards10.2 Investor Relations10.3 International Trade Control
9. Raising Concerns & Complaints10. Additional Policies & Standards
10.4 Money Laundering Prevention10.5 Working with the Government
10.6 Intellectual Property10.7 Controllership10.8 Social Media Guidelines
10.9 Indemnity
57Copyright © 2016 Tech Mahindra. All rights reserved.
10. Additional Policies and StandardsWhat is Inside
These socia
l media Guid
elines apply
to all Assoc
iates who are
employed at
Tech Mahin
dra its subsi
diaries or aff
iliates, or ar
e
engaged as
consultants
and are con
tributing to b
logs, wikis,
social netwo
rks or any o
ther form of
social media
, both inside
and outside
Tech Mahin
dra
The compa
ny expects a
ssociates to
be aware of
, understand
and follow th
ese guideline
s while takin
g part in glo
bal
conversation
s related to
the work at T
ech Mahindr
a Failure to d
o
so, could inc
ur risks pert
aining to ass
ociate’s ass
ociation with
Tech Mahin
dra These gu
idelines are
not exhausti
ve but
suggestive a
s they contin
ue to evolve
, as and whe
n new
technologies
arise.
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
10.1 Disclosure Standards10.2 Investor Relations10.3 International Trade Control
9. Raising Concerns & Complaints10. Additional Policies & Standards
10.4 Money Laundering Prevention10.5 Working with the Government
10.6 Intellectual Property10.7 Controllership10.8 Social Media Guidelines
10.9 Indemnity
58Copyright © 2016 Tech Mahindra. All rights reserved.
10. Additional Policies and StandardsWhat is Inside
Guidelines:
§ All associate
s shall ackn
owledge an
d abide by th
e following:
§ Associates s
hall not post
any content
(e.g. text, bo
oks,
quotes, logo
s, etc.) that
is the prope
rty of anoth
er individua
l
without requ
isite and ap
plicable righ
t(s) under la
w.
§ Associate sh
all not defam
e abuse, ha
rass or threa
ten Tech
Mahindra its
associates o
r any third p
arty, or othe
rwise
violate the le
gal rights of
Tech Mahin
dra or any th
ird party.
§ Associates s
hall not in an
y manner pu
blish or post
any
inappropriat
e, defamato
ry, infringing
, obscene, r
acist,
terrorist, pol
itically slante
d, indecent o
r unlawful to
pic, name,
material or i
nformation.
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
10.1 Disclosure Standards10.2 Investor Relations10.3 International Trade Control
9. Raising Concerns & Complaints10. Additional Policies & Standards
10.4 Money Laundering Prevention10.5 Working with the Government
10.6 Intellectual Property10.7 Controllership10.8 Social Media Guidelines
10.9 Indemnity
59Copyright © 2016 Tech Mahindra. All rights reserved.
10. Additional Policies and StandardsWhat is Inside
Guidelines:
§ Associates s
hall not publi
sh confidenti
al or other p
roprietary
information o
f Tech Mahin
dra or any o
ther Third P
arty.
§ Associates s
hall not cite o
r refer to clie
nts, partners
or
suppliers wi
thout their a
pproval.
§ Associates s
hall not use e
thnic slurs, p
ersonal insu
lts,
obscenity, e
tc.
§ Associates s
hall not post
or promote
any obscene
, racist,
prejudiced, b
igotry, hatre
d or physica
l harm of an
y kind
against any g
roup or indiv
idual.
§ Associates s
hall not hara
ss or advoca
te harassme
nt of
another per
son or organ
ization
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
10.1 Disclosure Standards10.2 Investor Relations10.3 International Trade Control
9. Raising Concerns & Complaints10. Additional Policies & Standards
10.4 Money Laundering Prevention10.5 Working with the Government
10.6 Intellectual Property10.7 Controllership10.8 Social Media Guidelines
10.9 Indemnity
60Copyright © 2016 Tech Mahindra. All rights reserved.
10. Additional Policies and StandardsWhat is Inside
Guidelines:
§ Associates s
hall not post
any materia
l which cont
ains nudity,
violence or
is offensive
in nature
§ Associates s
hall not publi
sh informatio
n that is fals
e or
misleading o
r promotes il
legal activitie
s or partake
in
conduct that
is abusive, t
hreatening, o
bscene, def
amatory or
libellous.
§ Associates s
hall not explo
it people in a
sexual, viole
nt or in
any manner
not respectf
ul of human
rights.
§ Associates s
hall not comm
it or promot
e any crimin
al activity
or enterpris
e or provide
instructiona
l information a
bout illegal
activities, su
ch as makin
g or buying
illegal weap
ons or
violating som
eone’s privac
y.
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
10.1 Disclosure Standards10.2 Investor Relations10.3 International Trade Control
9. Raising Concerns & Complaints10. Additional Policies & Standards
10.4 Money Laundering Prevention10.5 Working with the Government
10.6 Intellectual Property10.7 Controllership10.8 Social Media Guidelines
10.9 Indemnity
61Copyright © 2016 Tech Mahindra. All rights reserved.
10. Additional Policies and StandardsWhat is Inside
Guidelines:
§ Associates s
hall not viola
te Tech Mah
indra`s priva
cy,
confidentiali
ty or any oth
er guideline
s for externa
l
commercial
speeches.
§ Associates s
hall not know
ingly introdu
ce viruses, w
orms,
harmful cod
e or Trojan
horses.
§ Associates s
hall show pro
per consider
ation for the
privacy of
others.
§ Associates s
hall use the
following dis
claimer when
they are
posting the
content relat
ed to work o
r subjects as
sociated
with Tech M
ahindra.
§ “The posting
s on this site
are my own
and do not
necessarily
represent Te
ch Mahindra
’s positions,
strategies o
r opinions.”
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
10.1 Disclosure Standards10.2 Investor Relations10.3 International Trade Control
9. Raising Concerns & Complaints10. Additional Policies & Standards
10.4 Money Laundering Prevention10.5 Working with the Government
10.6 Intellectual Property10.7 Controllership10.8 Social Media Guidelines
10.9 Indemnity
62Copyright © 2016 Tech Mahindra. All rights reserved.
10. Additional Policies and StandardsWhat is Inside
Associates a
gree to inde
mnify and h
old Tech Ma
hindra, its
subsidiaries
and affiliate
s from any c
laim, cost, ex
pense,
judgment or
other loss r
elating to co
mmunication
\ publication
,
that shall com
e under the
purview of th
e Social Me
dia Guideline
s,
including wi
thout limitat
ion of the fo
regoing, any
action take
7. Relating with Stakeholders
8. Maintaining an Equitable and Safe Workplace
10.1 Disclosure Standards10.2 Investor Relations10.3 International Trade Control
9. Raising Concerns & Complaints10. Additional Policies & Standards
10.4 Money Laundering Prevention10.5 Working with the Government
10.6 Intellectual Property10.7 Controllership10.8 Social Media Guidelines
10.9 Indemnity
63Copyright © 2016 Tech Mahindra. All rights reserved.
Code of Ethical Business Conduct
HR-PO717, |1.0
Sharda Centre, Off Karve Road, Erandwane, Pune, Maharashtra, India 411004
www.techmahindra.com
11. Document History
Version Date Author
(functionReviewed by
Approved by Nature of changes
Issue 1.0
22 Aug 2013 HR Function
HeadFunction Head
Tech Mahindra Board Approved. First Integrated Issue.
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