Code Of Conduct

INTRODUCTION

BILT is committed to promoting honesty, integrity, respect for people and in maintaining high standards of ethical conduct in all its activities. Each of us is expected to demonstrate these key beliefs in our work.

Purpose of the Code of Conduct

This is a guide to help us live up to BILT’s high ethical standards-and our own. It summarizes many of the rules that BILT and all of us are required to live by. The Code goes beyond the legal minimums, however, by describing the ethical values we share.

This Code is neither a contract nor a comprehensive manual that covers every situation we might experience. It is a guide that highlights key issues and identifies policies and resources to help us reach decisions.

Accountability

As part of BILT, each of us has the personal responsibility to make sure that our actions abide by this Code and the laws that apply to our work. If you have any questions or concerns about illegal or unethical acts, check with your Head of the Department (HOD) or Mr. B Hariharan, Group Director Finance or Mr. Akhil Mahajan – General Manager & Company Secretary or Mr. Lav Kumar Shelat, Group Vice President-HR & Corporate Communication.

Please keep in mind that failure to abide by this Code and the law will lead to disciplinary measures appropriate to the violation, up to and including dismissal.

Everyone is expected to read the entire Code and to abide by it. No code can guarantee ethical behavior though. Only we can.

We are expected to lead according to our standards of ethical conduct, in both words and actions. All of us are responsible for promoting open and honest two-way communications. We must be positive activists and role models who show respect and consideration. We must be diligent in looking for indications that unethical or illegal conduct has occurred. If you ever have a concern about unethical or illegal activities, you are expected to take appropriate and consistent action, and inform your HOD, or Mr. B Hariharan, Group Director Finance or Mr. Akhil Mahajan – General Manager & Company Secretary or Mr. Lav Kumar Shelat, Group Vice President-HR & Corporate Communication.

APPLICABILITY

The Code applies to all BILT Directors and all employees in L-7 and above.

RESPONSIBILITIES UNDER THE CODE

Honesty & Integrity

All shall act in accordance with high standards of personal and professional integrity, honesty and fairness and in the best interests of the Company. Officers / Directors are expected to act in good faith, responsibly, with due care and diligence, without allowing their independent judgment to be subordinated.

Workplace free of harassment

BILT is committed to providing a work environment free of harassment based on caste, colour, sex, race, religion, medical condition, marital status, age, sexual orientation, ethical belief or on any other basis. All such harassment is unlawful. This is applicable to all persons involved in the operation of the Company and prohibits unlawful harassment by any employee of the Company towards other employees including juniors, supervisors, outside vendors, clients etc.

We will treat people fairly and with respect and we will promote a culture where diversity is valued and full capabilities of individuals are harnessed and developed to the benefit of customers, employees and the business.

Conflicts of interest

We will make business decisions based on the best interests of BILT.

General Guidance

Business decisions and actions must be based on the best interests of BILT, and must not be motivated by personal considerations or relationships. Relationships with prospective or existing suppliers, contractors, customers, competitors or regulators must not affect our independent and sound judgment on behalf of BILT. General guidelines to help us better understand several of the most common examples of situations that may cause a conflict of interest are listed below. However, everyone is required to disclose to their HOD any situation that may be, or appear to be, a conflict of interest. Also, please follow the specific policies of the Company viz., for Gifts, entertainment etc when faced with certain situations as enumerated below.

Directors should disclose any conflicts faced by them, to the Board of Directors.

Employment / Outside Employment.

None of us will work for or receive payments for services from any competitor, customer, distributor or supplier of BILT without prior and express approval of our HOD. Any outside activity must be strictly separated from BILT employment and should not harm job performance at BILT. We must make sure that the skills we learn and use at BILT are not used in such a way that could hurt the business of BILT or be prejudicial to BILT.

Business Interests

We will not allow our investments to influence, or appear to influence, our independent judgment on behalf of BILT. This could happen in many ways, but it is most likely to create the appearance of a conflict of interest if anyone has an investment in a competitor, supplier, customer, or distributor and his/her decisions may have a business impact on this outside party. If there is any doubt about how an investment might be perceived, it should be disclosed to your HOD.

Everyone is prohibited from directly or indirectly buying, or otherwise acquiring rights to any property or materials, when we know that BILT may be interested in pursuing such an opportunity.

Related Parties

We will not use personal influence to get BILT to do business with a company in which our family members or friends have an interest.

However, if a related party transaction is unavoidable, we must fully disclose, in advance, the nature of the related party transaction to the Company.

Corporate opportunities

Opportunities that are discovered through the use of corporate property, information or position, should not be exploited for personal gain.

Board Membership

Serving on the Board of Directors or a similar body for an outside company or government agency requires the advance approval of your Vice Chairman & Managing Director / Chairman.

(This clause is not applicable to the Non-Executive Directors of BILT).

Gifts

Gifts are not always physical objects–they might also be services, favors or other items of value.

Gifts to us

We don’t accept kickbacks, lavish gifts or gratuities. We can accept items of nominal value, such as small promotional items bearing another company’s name. We will not accept anything that might make it appear that our judgment for BILT would be compromised.
In some rare situations, it would be impractical or harmful to refuse or return a gift. When this happens, discuss the situation with your HOD.

Gifts Given by BILT

Some business situations call for giving gifts. BILT’s gifts must be reasonable, and approved by your HOD.

We understand that gift-giving practices vary among cultures. Discuss such situation with your supervisor/manager. We will not provide any gift if it is prohibited by law or the policy of the recipient’s organization. If in doubt, check first.

Entertainment

We consider “entertainment” to include a representative of both parties at the event.

Entertainment of BILT

We may accept entertainment that is reasonable in the context of the business and that advances the Company’s interests. For example, accompanying a business associate to a local cultural or sporting event, or to a business meal, would in most cases be acceptable.

Entertainment that is lavish or frequent may appear to influence one’s independent judgment on behalf of BILT. If an invitation seems inappropriate, we must turn down the offer or pay the true value of the entertainment ourselves. Accepting entertainment that may appear inappropriate should be discussed with your HOD, in advance if possible.

Entertainment by BILT

We may provide entertainment that is reasonable in the context of the business. If we have a concern about whether providing entertainment is appropriate, we will discuss it with our HOD in advance.

Entertainment of government officials may be prohibited by law. Get approval from your HOD in each instance.

Travel

Acceptance of Travel Expenses

We may accept transportation and lodging provided by a BILT supplier or other third party, if the trip is for business and is approved in advance by the employee’s supervisor/manager. All travel accepted must be accurately recorded in our travel expense records.

Providing Travel

Unless prohibited by law or the policy of the recipient’s organization, BILT may pay the transportation and lodging expenses incurred by customers, agents or suppliers in connection with a visit to a our facility or product installation. The visit must be for a business purpose, for example, on-site examination of equipment, contract negotiations, or training.

All travel by government officials that is sponsored or paid for by BILT must be approved in advance by the Unit Head/General Manager and above.