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Whistleblower Policy at TCS

Group 3 :
Pooja Gajare-111
Dilkash Shah-58
Sneha Tyagi-50
Mayuresh Parab-110
Shrikanth Doosa Sandeep Kumar
Mishra-

INDEX
Sr.
No.

Topics

1.

Introduction Whistleblower Policy

2.

Whistle-blower policy at TCS

3.

Reporting responsibility and disqualifications

4.

Reporting Mechanism

5.

Investigation and Investigators

6.

Document retention, protection and decision

Conclusion

Whistleblower policy at TCS

Page
No.

The purpose of this policy

As a public company, Tata Communications Limited and its wholly-owned subsidiaries


(the Company or Tata Communications) is committed to the integrity of its financial
information which is relied upon by its shareholders, the financial markets and other
stakeholders. In compliance with applicable law and in accordance with non-mandatory
requirements of the Listing Agreement with Indian Stock Exchanges and principles of good
corporate governance, the Audit Committee of the Company is committed to adopting
procedures to receive and address any concern or complaint regarding questionable accounting
or auditing matters, internal accounting controls, disclosure matters, reporting of fraudulent
financial information to our shareholders, any government entity or the financial markets, or any
other company matters involving fraud, employee misconduct, illegality or health and safety and
environmental issues which cannot be resolved through normal management channels.

Employees of the Company, customers, and/or third-party intermediaries such as agents


and consultants may use the procedures set out in this Whistleblower Policy (the Policy) to
submit confidential and/or anonymous complaints. This Policy allows for disclosure by
employees, customers and/or third-party intermediaries of such matters internally, without fear of
reprisal, discrimination or adverse employment consequences, and also permits the Company to
address such disclosures or complaints by taking appropriate action, including but not limited to,
disciplining or terminating the employment and/or services of those responsible. The Company
will not tolerate any retaliation against any employee, customer and/or third party intermediary
for reporting in good faith any inquiry or concern. The focus of the policy is on the reporting of
"Improper Governmental Activity" the investigation of which is coordinated by the
Administrative Policies & Compliance Office.
The purpose of this Policy is to provide a framework to promote responsible and secure
whistle blowing. It protects employees, customers and/or third-party intermediaries wishing to
raise a concern about serious irregularities within the Company. The Policy neither releases
employees, customers and/or third-party intermediaries from their duty of confidentiality in the
course of their work, nor is it a route for taking up a grievance about a personal situation.

Scope

1. This policy is an extension of the Tata Code of


Conduct. The Whistle Blowers role is that of a
reporting party with reliable information about
illegal acts, violations of the code, or unethical acts
committed by company officials. Whistle Blowers
are not required or expected to act as investigators or
finders of facts, nor would they determine the
appropriate corrective or remedial action that may be
warranted in a given case.
2. Whistle Blowers should not act on their own in conducting any investigative activities,
nor do they have a right to participate in any investigative activities other than as
requested by the Ethics Counsellor or the Chairman of the Audit Committee or the
Investigators.
3. Protected Disclosure will be appropriately dealt with by the Ethics Counsellor or the
Chairman of the Audit Committee, as the case may be.

Applicability
This policy is applicable to:
All Employees, Business Associates, Contract consultants (Retainers), Academic Interns and
ACE Associates of Tata Consultancy Services.

Reporting responsibly
I.

II.

III.

IV.

Personnel will often be the first to realize instances of impropriety


and the facts relating to misstatements in the Companys financial
statements and other wrongdoing. All Personnel have an obligation
to report any of the Reportable Matters, of which they are or
become aware of, to the Company. However, due to various
reasons which include indifference to the issue, fear of reprisal or
plain non-clarity on the issue, such instances may go unreported.
This Policy is intended to encourage and enable Personnel to raise
serious concerns within the Company prior to seeking resolution
outside the Company.
The Company does not tolerate any malpractice, impropriety,
statutory non-compliance or wrongdoing. This Policy ensures that
Personnel are empowered to pro-actively bring to light such
instances without fear of reprisal, discrimination or adverse
employment consequences.
This Policy is not, however, intended to question financial or
business decisions taken by the Company that are not Reportable
Matters nor should it be used as a means to reconsider any matters
which have already been addressed pursuant to disciplinary or
other internal procedures of the Company. Further, this Policy is
not intended to cover career related or other personal grievances.
The Whistleblowers role is that of a reporting party.
Whistleblowers are not investigators or finders of facts; neither can
they determine the appropriate corrective or remedial action that
may be warranted.

Disqualifications
I.

While it will be ensured that genuine Whistle Blowers are


accorded complete protection from any kind of unfair treatment as

herein set out, any abuse of this protection will warrant


disciplinary action.
II.

Protection under this Policy would not mean protection from


disciplinary action arising out of false or bogus allegations made
by a Whistle Blower knowing it to be false or bogus or with a
mala fide intention.

III.

Whistle Blowers, who make any Protected Disclosures, which


have been subsequently found to be mala fide or malicious or
Whistle Blowers who make 3 or more Protected Disclosures,
which have been subsequently found to be frivolous, baseless or
reported otherwise than in good faith, will be disqualified from
reporting further Protected Disclosures under this Policy.

Reporting Mechanism

a. All protected disclosures should be addressed to the chairman of the Audit committee of the
company for investigation at the following address: All Protected Disclosures under this
policy should be addressed to the Chairperson of the Audit Committee of TCS for
investigation at the following address:
Mr. Aman Mehta
115A, Jor Bagh,
New Delhi 110 003
Delhi, India
b. Protected Disclosures should be reported in writing to ensure a clear understanding of the
issues raised and should either be typed or written in legible handwriting in English or in the
regional language of the place of employment of the Whistle Blower.

c. The Protected Disclosure should be forwarded under a covering letter, which shall bear the
identity of the Whistle Blower. The Chairperson of the Audit Committee shall detach the
covering letter and forward only the Protected Disclosure to the investigators for
investigation.
d. Protected Disclosures should be factual and not speculative or in the nature of a conclusion,
and should contain as much specific information as possible to allow for proper assessment
of the nature and extent of the concern.
e. For the purpose of providing protection to the Whistle Blower, the Whistle Blower
should disclose his/her identity in the covering letter forwarding such Protected
Disclosure. Anonymous disclosures are discouraged.
Although a Whistleblower is not required to furnish any more information than what
he/she wishes to disclose, it is essential for the Company to have all critical information
in order to enable the Company to effectively evaluate and investigate the complaint. It
is difficult for the Company to proceed with an investigation on a complaint,
particularly an anonymous complaint, which does not contain all the critical
information such as the specific charge. The complaint or disclosure must therefore
provide as much detail and be as specific as possible, including names and dates, in
order to facilitate the investigation.
To the extent possible, the complaint or disclosure must include the following:
1) The employee, and/or outside party or parties involved;
2) The sector of the Company where it happened (division, office);
3) When did it happen: a date or a period of time;
4) Type of concern (what happened);
Financial reporting;
Legal matter;
Management action;
Employee misconduct; and/or
Health & safety and environmental issues.
5) Submit proof or identify where proof can be found, if possible;
6) Who to contact for more information, if possible; and/or
7) Prior efforts to address the problem if any.
8)
9)
10)
11)
12)
13)
14)

15)

Investigation

16)
a. All Protected Disclosures reported under
this policy will be thoroughly investigated
by the Ethics Counsellor / Chairperson of
the Audit Committee of TCS or a suitable
nominated competent person of their
choosing who will investigate or oversee
the investigations under the authorisation of the Audit Committee. If any member of the
Audit Committee has a conflict of interest in any given case, then he/she should recuse
himself/herself and the other members of the Audit Committee should deal with the matter on
hand.
17)
b. The Ethics Counsellor / Chairperson of the Audit Committee or the suitable nominated
competent person may at their discretion, consider involving external investigators for the
purpose of the investigation.
18)
c. The decision to conduct an investigation taken by the Ethics Counsellor / Chairperson of the
Audit Committee is by itself not an accusation and is to be treated as a neutral fact-finding
process. The outcome of the investigation may or may not support the conclusion of the
Whistle Blower that an improper or unethical act was committed.
19)
d. The identity of the Subject(s) and the Whistle Blower will be kept confidential to the
extent possible given the legitimate needs of law and the investigation.
20)
e. The Subjects will normally be informed of the allegations at the outset of a formal
investigation and have opportunities for providing their inputs during the investigation.
21)
f. Subjects shall have a duty to co-operate with the Ethics Counsellor / Chairperson of the Audit
Committee or the suitable nominated competent person and any other Investigators during
the investigation process to the extent that such co-operation will not compromise selfincrimination protections available under the applicable laws.
22)
g. Subjects have the right to consult with a person or persons of their choice, other than the
Ethics Counsellor/Investigators and/or members of the Audit Committee and/or the Whistle
Blower.
23)
h. Subjects have a responsibility not to interfere with the investigation. Evidence shall not be
withheld, destroyed or tampered with and witnesses shall not be influenced, coached,
threatened or intimidated by the Subjects.
24)
i. Unless there are compelling reasons not to do so, Subjects will be given the opportunity to
respond to material findings contained in an investigation report. No allegation of
wrongdoing against a Subject shall be considered as maintainable unless there is good
evidence in support of the allegation.
25)
j. Subjects have a right to be informed of the outcome of the investigation. If the allegations are
not sustained, the Subject should be consulted as to whether public disclosure of the

investigation results would be in the best interest of the Subject and TCS.
26)
g. The investigation shall be completed normally within 45 days of the receipt of the Protected
Disclosure

27)
28)
29)

Investigators

30)
a. Investigators are required to conduct a process towards fact-finding and analysis.
Investigators shall derive their authority and access rights from the Ethics Counsellor/Audit
Committee when acting within the course and scope of their investigation.
31)
b. Technical and other resources may be drawn on as necessary to augment the investigation.
All investigators shall be independent and unbiased, both in fact and as perceived.
Investigators have a duty of fairness, objectivity, thoroughness, ethical behaviour and
observance of legal and professional standards.
32)
c. Investigations will be launched only after a preliminary review by the Chairperson of the
Audit Committee or the Ethics Counsellor, as the case may be, which establishes that:
33)
i.
The alleged act constitutes an improper or unethical activity or conduct
34)
ii.
The allegation is supported by information specific enough to be investigated.
35)
d. In cases where the alleged act is not assessed to call for an investigation as an unethical act or
misconduct or where the allegation is not supported by specific information, the Chairperson
of the Audit Committee may still decide to launch an investigation if he/she feels that the
concerned matter is worthy of management review.
36)
37)
38)
39)
40)

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