Ethics Policy

Scope

This Policy is applicable to all the employees of Persistent Systems Limited and its subsidiary companies, including permanent and temporary employees, employees on probation, consultants, contractors, contract labour, vendors, trainees, apprentices and interns.

Code Of Business Conduct For Employees

The Code helps maintain high standards of business conduct for the Company and to promote ethical conduct. This Code is derived from three interlinked fundamental principles, viz. good corporate governance, good corporate citizenship and exemplary personal conduct.

Employees are required to ensure that they do not derive any undue personal benefit because of their position in the Company and/or exposure to certain confidential information coming to their knowledge.

The code imposes the following principles of ethical behavior.

Honesty & Integrity

Employees shall act on behalf of the Company and on their personal behalf, with honesty, integrity and fairness.

Conflict of Interest

Employees shall not engage in any business, relationship or activity, which may be in conflict with interests of the Company.

• Engaging in any activity/employment that interferes with the performance or responsibility to the Company or is otherwise in conflict with or prejudicial to the Company.
• Material investment in a company, customer, supplier, developer or competitor or in any activity that is likely to compromise their responsibility to the Company.
• Conducting Company’s business with a relative or with a firm/company in which a relative/related party is associated in any significant role.

If there are any transactions which initially appear to be in conflict with the interest of the Company, but are unavoidable, the Employees involved in those transactions should first obtain approval from the Head – HR before such transaction is entered into.

Corporate Opportunities

Employees shall not exploit for their own personal gain, opportunities that are discovered through the use of Company’s property, information or position.

Employees must disclose all material, financial and commercial transactions where they have any personal interest that may result in a potential conflict with the interest of the Company.

Compliance with Laws, Rules and Regulations

Employees shall meticulously comply with all applicable laws, rules and regulations, in all areas and geographies where the Company operates, both in letter and spirit.

Dealing with the Internal Customers

Everyone in the Company shall work with the values of trust, teamwork, mutuality, collaborate with objectivity, self respect and human dignity.

Confidentiality of Information

Any information concerning the Company’s business, its customers, suppliers etc., which is not in public domain and to which the Employees have access, must be considered confidential and held in confidence, unless authorized to do so and when disclosure is required as a requirement of law. The examples of confidential information are, but not limited to the following:

• Business plans, annual operating plans
• Software developed/under development
• Performance against target
• Costing, pricing, profitability financial budget and related issues
• Fees/Stipend, evaluations, recommendations etc. related to Consultant / Contract Consultant / Advisor / Trainees
• Sales commission, third party commission and about reference agents
• Details of past/present/proposed contracts and proposals
• Technical information about software, computer systems
• Information about suppliers and/or customers
• Communication facilities/equipment
• Proposed ventures & corporate plans
• Technological marketing and financial strategies of the Company and/or its customers
• Core competencies & activities of the Company and/or its customers
• Any other such information, which is likely to be crucial for the business operations

Insider Trading

Employees shall not derive benefit or assist others to derive benefit by giving investment advice on the basis of the access to and possession of insider/price sensitive information about the Company which is not in public domain. Employees shall comply with the code of conduct from prevention of insider trading of the Company.

Gifts & Donations

Employees shall not receive or offer, directly or indirectly, any gifts, donations, remuneration, hospitality, illegal payments and comparable benefits which are likely to obtain business (or non-competitive) favours or influence any business decision for the conduct of business. Nominal gifts of commemorative nature, for special events/occasions could, however, be accepted or offered.

Protection of Assets

Employees are not expected to use Company assets for personal gains

Code of Conduct For Its Directors & Employees

Disclosure of other directorships

Directors must report/disclose their directorships in other companies to the Board on an annual basis, and if there is any change in directorships in other companies during the course of the year.

Senior Management must obtain the prior approval of the Chairman of the Board of Directors of the Company before accepting a directorship in any other company through the Compliance Officer of the Company.

The members of the Board and Senior Management affirm compliance with the code of conduct document annually.

The Company also has a Code of Conduct for its Directors & Employees staff to abide by the fundamental principles of ethical behavior.

Code Of Conduct For Prevention Of Insider Trading

The Company has established a comprehensive set of rules and procedures to prevent insider trading and ensure compliance with the applicable SEBI regulations.

Any person who is or was connected with the Company or deemed to have been connected with the Company and who has or can be reasonably expected to have access to Unpublished Price Sensitive Information, is not allowed to deal in the securities of the Company on the basis of the Unpublished Price Sensitive information.

Contributions To Any Political Candidates

The Company does not make contributions to any political candidates or parties even where lawful.

Fair Employment Practices

Inclusion

Persistent is committed to practices that result in inclusion of all employees and that advance equal employment for qualified and deserving individuals.

The Company encourages the spirit of trust, teamwork and mutuality in employees and expects them to work in collaboration with objectivity, self respect and human dignity.

Work-Life Balance

The Company encourages its employees to have a healthy balance between work and life. The Company offer flexible working hours, work from home facility, and special leave such as paternity leave and child adoption leave to its regular employees.

Information Security Management System (ISMS)

Persistent has established a comprehensive information security policy and adopted processes which are certified under BS ISO/IEC 27001:2005 and BS ISO/IEC 17799:2005.

Confidentiality of Information

The Company gives supreme importance to the confidentiality of information. Any information concerning Company’s business, products, business processes, customers, suppliers and employees, which is not in a public domain, is considered confidential and is required to be held in confidence.

Confidentiality of Personal Data

Personal information of employees is treated as a confidential asset. HR executes confidentiality agreements with all persons who are involved in employee data processing, whether employee or third party contractors.

Internet use of Code of Conduct

The Company has adopted internet use of code of conduct, which permits use of internet only for performing job responsibilities for legitimate business purposes. Employees are prohibited to use internet access for inappropriate purposes such as

• Transmitting material which is considered as indecent/offensive.
• Accessing prohibited websites.
• Sending proprietary/ confidential information without proper authorization.
• Downloading games/other entertainment software.

Punitive Actions Policy

The Company has established a punitive action policy to minimize the damage from security incidences and malfunctions.

Protection of Intellectual Property Rights

All employees of the Company are required to execute invention assignment and confidentiality agreement as a condition of employment with the Company.

During employment and for one year after, the Employee agrees to assist the Company (at its expense) to obtain and enforce patents, copyrights and other forms of intellectual property protection relating to Inventions and Works.

Protection of Assets of the Company

The employees are not permitted to use the company assets for personal gains. Every employee is duty bound to take care of the Company assets and to protect them from misappropriation, damage or loss of any kind.

Loyalty to Company

The employees agree that during their employment with the Company, they will perform the designated work and will devote their full time and best efforts to the business of the Company and will not, without a prior written approval of the Company (a) engage in any other professional employment or consulting, or (b) directly or indirectly participate in or assist any business which is competing in nature with business of the Company.

Non-solicitation

During the term of his/her employment with the Company, and for one year thereafter, the Employee is not allowed, to solicit, recruit, encourage or induce any Employees, directors, consultants, contractors or subcontractors of the Company to leave the employment of the Company.

Social Media Policy

This policy has set guidelines for use of social networking sites and puts restrictions on circulation of Persistent related information on social networking sites. Social media includes items such as blogs, podcasts, discussion forums, and social networks such as Facebook, Twitter, SlideShare, YouTube etc.

Competing Ethically

Prohibits employees from engaging in any unethical or unfair trade practices.

Employees shall not comment on M&A activities

The employees must not comment publicly on Persistent’s M&A activity.

Employees shall not comment about competitors

Persistent employees are not permitted to publish or possess competitors’ proprietary or confidential information.

Employees shall not comment on future offering

As a general rule, the employees should not discuss product upgrades or future product releases. Any exceptions must be approved by senior management and Legal.

Employees to refrain from objectionable posts

The Company respects the privacy of others and does not allow anyone to post anything which can causes damage to another person or entity. Third party websites and blogs that employees link must meet our standards of propriety.

Employees shall not speak for Persistent Systems

The employees with personal blogs that discuss Persistent System’s business, products, employees, customers, partners, or competitors should include the following disclaimer in a visually prominent place on their blog:

“The views expressed on this [blog; Web site] are my own and do not necessarily reflect the views of Persistent Systems.”

Employees shall not post anonymously

The Employees should not engage in covert advocacy for Persistent Systems. He/she should identify himself as a Persistent Systems employee.

Persistent Systems – Sponsored Blogs

Topics should be only related to Persistent’s business. Subject or areas that are likely to be personal or controversial, such as politics & religion should be avoided.

Employees shall not misuse PSL Resources

Personal social media activities must not interfere with the work or productivity of the employees at Persistent. The Company resources, including servers, may be used solely in connection with formally authorized blogging environments that have been established following consultation with Global IT, GIS, Legal, and the Company’s Brand and Creative.

Use Photo and Video Responsibility

Any web video (whether hosted by YouTube or elsewhere) or other links from your blog or posting, whether created by you, by other Persistent Systems employees, or by third parties, and the Social Media Participation Policy applies to this content. Also, one should recognize that video is an area in which you need to be particularly sensitive to others’ copyright rights. The Employees cannot include third party content such as film clips or songs in your video without obtaining the owner’s permission. One cannot use any photo or video that is obscene, disrespectful, harassing, or embarrassing to another person or entity.

Transparency In Vendor Selection And Transaction

The Company has an established procurement process which ensures transparency and fairness in vendor selection and negotiation. All goods and services, which affect quality of the Company’s products and services, are procured from approved vendors.

Vendor Code of Conduct

The Company has prepared the Vendor Code of Conduct that is to be executed by all the vendors prior to providing their services to the Company. The Code ensures that the vendors of the Company are following the relevant legal and regulatory compliances applicable to them while working with the Company.

Disciplinary Action

The Company considers various factors such as nature and gravity of the act and takes appropriate action against individuals who are non-compliant to the provisions of Ethics policy which includes training sessions being conducted in every calendar year.

Non-compliance of provisions of Ethics Policy: An employee who acts in contravention of the provisions of the policy will be subject to appropriate disciplinary action up to and including termination from the services and/or appropriate legal action.

Non-compliance of training sessions: The Company will take disciplinary action against employees who do not attend the training sessions or do not score marks above the set benchmark in the calendar year.

Reporting/Submitting A Complaint Under The Ethics Policy

• With a view to encourage Employees to report unethical action, the Policy provides for a threat-free environment to submit a complaint under the Policy.
• A structured and formal investigation will be held and feedback will be given to the person who has raised the question of ethics.
• Employees who make frivolous complaints shall be liable to be punished to ensure that only serious ethical issues are brought to the notice of the Ethics Committee and that the Policy is not used to settle personal scores.
• Complaints involving inter personal matters or those involving personal grievances would be considered as frivolous complaints.
• If an Employee is aware of any unethical action and does not proactively inform the same, it would be a violation of the Ethics Policy.