Code of Conduct for Directors and Employees of Persistent Group
Preamble
This Code is expected to help 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.
Directors and Employees should 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.
Definition
Board shall mean the Board of Directors of various Companies of Persistent Group i.e. Persistent Systems Limited and its subsidiaries and step-down subsidiaries.
Company shall mean Persistent Systems Limited and its subsidiaries, step-down subsidiaries and shall also include any new corporate forms it assumes in the future.
Employees means all employees of the Company, its subsidiaries, step-down subsidiaries (‘Persistent Group) whether in India or Overseas and shall refer to them collectively as well as individually.
Compliance Officer shall mean the Company Secretary or any other person authorized by the Board of Directors of Persistent Systems Limited from time to time will be the Compliance Officer for the purposes of the Code, who will be available to Directors and Employees to answer questions arising out of the Code.
Principles
Honesty & Integrity
Directors and Employees shall act on behalf of the Company and on their personal behalf, with honesty, integrity and fairness.
Directors shall fulfill the fiduciary obligations and act in the best interests of the Company, its stakeholders and for the protection of environment.
Conflict of Interest
Directors and Employees shall not engage in any business, relationship or activity, which may be in conflict with interests of the Company. A conflict of interest occurs when personal interest of a Director or Employee conflicts in any way, or even appears to conflict, with the interest of the Company as a whole. A conflict of interest also arises when a Director or Employee or a member of his or her immediate family is likely to receive undue personal benefit as a result of his or her position as a Director or Employee of the Company.
Some of the common circumstances
Engaging in any activity/employment which interferes with the performance or responsibility to the Company, or is 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 the 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 Director or Employee involved in those transactions should first obtain approval from the Managing Director of Persistent Systems Limited before such transaction is entered into. All applications seeking such approvals would be routed through the Compliance Officer of the Company.
Corporate Opportunities
Directors and Employees shall not exploit for their own personal gain, opportunities that are discovered through the use of Company’s property, information or position, unless the opportunity is disclosed fully in writing to the Managing Director of Persistent Systems Limited and the Managing Director approves to pursue such opportunity.
Directors and Employees must make disclosures to the Board relating to all material financial and commercial transactions, where they have personal interest that may have a potential conflict with the interest of the Company at large.
Compliance with Laws, Rules and Regulations
Directors and 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. Company cannot accept practices which are unlawful or may be damaging Company’s reputation. In order to assist the Company in promoting lawful and ethical behavior, Directors and Employees must report any possible violation of law, rules, regulation or the Code to the Compliance officer. In the event, the implication of any law is not clear; the Compliance Officer shall be consulted for advice.
Other Directorships
Directors must report/disclose their directorships in other companies to the Board on an annual basis. If there is any change in directorships in other companies during the course of the year, Directors must promptly advise the same to the Board.
Employees must obtain the prior approval of the panel formed for this purpose viz. directorship_disclosure@persistent.com before accepting a directorship in any other company. The application seeking such approval should be routed through Compliance Officer. Directors and Employees shall not accept the directorship / advisor or hold any other capacity of a direct competitor of the Company or of any firm which is working under any software development field.
Dealing with the Internal Customers
The Directors and Employees shall practice and encourage the spirit of free discussion and debate in the Company and shall show respect for all the co-workers, irrespective of their grade, position, pay, authority, caste, creed, race or sex.
Dealing with the External Customers
Each Director and Employees should deal fairly with customers, vendors and competitors.
Confidentiality of Information
Confidential information, including commercial secrets, technologies, advertising and sales promotion plans which is not in public domain must be held in confidence, unless authorized to do so and when disclosure is required as a requirement of law. Directors or Employees shall not provide any information either formally or informally, to the press or any other publicity media, unless specifically authorized by the Managing Director of Persistent Systems Limited.
Insider Trading
Directors and 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. Directors and Employees shall comply with the code of conduct for prevention of insider trading of the Company.
Anti-trust and Anti-Competition Behavior
Persistent is unwavering in its commitment to integrity and ethical business conduct “Anti-trust” and “Anti-Competition” refers to actions that provide an unfair advantage in the marketplace and other practices which would monopolise competition in the market.
All employees are expected to adhere to all applicable antitrust laws and to deal fairly with each other, and with the Company’s customers, suppliers, competitors and third parties. Employees should not take undue advantage of anyone through collusion, price-fixing, market manipulation or any other practices that may compromise fair competition.
Employees must be diligent in adhering to best practices to avoid infringing upon Antitrust and Anti-Competition laws, as they can incur potential civil and/or criminal penalties, as well as damage to the reputation of Persistent Systems.
Gifts & Donations
Directors and 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 noncompetitive) favors or influence any business decision for the conduct of business.
Protection of Assets
Directors and Employees are not expected to use Company assets for personal gains.
Other Obligations
The Directors and Employees shall
Dedicate sufficient time, energy and attention to uplift and better the Company’s performance.
Endeavor to attend all the meetings (including committee meetings, if any), proceedings and occasions as and when required, and participate constructively and actively for the benefit, growth and development of the Company.
Not make any statement or any other commitment without proper authority or with full knowledge that it is false.
Never compromise the interest of the Company.
Pay sufficient attention and make sure that proper discussions are held before approving any related party transactions, and be sure that the same are in the best interests of the Company.
Have proper inductions, regularly update and refresh their skills, knowledge and familiarity with the Company and the environment in which the Company operates.
Get proper clarification and required details of the information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the Company.
Where they have concerns about the running of the Company or a proposed action, make sure that these are addressed by the Board, and if not resolved, insist that their concerns are recorded in the minutes of the meeting.
Ascertain and ensure that the Company has an adequate functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use.
Report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy.
Annual Review
Directors and Employees shall affirm compliance with the Code annually on or before March 31 of every year or such other date as may be determined in this regard.
Violations of the Code
It is the ethical responsibility of Directors and Employees to abide by and enforce the Code.
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