Code Of Business Conduct and Ethics

A. WHAT IS CODE OF BUSINESS CONDUCT AND ETHICS (“COBCE”)

 Integrity is telling oneself the truth and honesty is telling the truth to other people. COBCE is designed to help employees recognize and deal with ethical issues in their work. WiproKPM’s policy is to comply with all applicable laws and regulations, being committed to conducting business in an ethical manner and acting with integrity in dealing with our customers, suppliers, partners, competitors, employees and its other stakeholders.

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Complementing WiproKPM’s policy, Kawasaki Heavy Industries, Ltd reiterates ethical codes (the “Code”) under section 25 to serve as guiding force for upright and ethical conduct by the officers and employees of the Kawasaki Group.

B. HOW TO USE THIS CODE?

Consider this COBCE as a guide to help whenever you have a question about ethics or if you are faced with an ethical dilemma. COBCE may not address all the situations which employees may encounter in their day-to-day work. It is also not always easy to determine the ethical or “right” thing  to  do  in  a  particular  situation.  Sometimes,  because  of  the  highly  complex  rules  and regulations that govern the way you do business, a decision is not clear-cut. You are encouraged to exercise good judgement in your decision-making and when in doubt, feel free to approach your supervisor or CEO/CFO of your Company for proper guidance.

 C. APPLICABILITY

COBCE and the Code is applicable to all Wipro Kawasaki Precision Machinery Private Limited (“WiproKPM” or “Company”) employees (core, contract, retainer, consultant or any other category) and members of the Board of Directors. WiproKPM includes all subsidiaries and affiliate companies.

WiproKPM requires its suppliers, service providers, agents, channel partners (dealers, distributors and others) to conduct their businesses in a legal and ethical manner.

Senior Management Team of WiproKPM may administer compliance review process/programs to promote WiproKPM’s commitment to integrity and values as set forth in the COBCE and to ensure compliance with applicable laws, rules, and regulations. These programs will guide employees on improved awareness of WiproKPM policies and procedures for ethical business conduct, help them resolve concerns and report suspected violations. Managers are responsible for supporting implementation   of   ethics   and   business   conduct   programs   and   monitoring   compliance   of WiproKPM’s values and ethical business conduct guidelines through such programs.

All  employees  must  abide  by  the  COBCE.  Employees  are  encouraged  to  ask  questions,  seek guidance, report suspected violations, and express concerns regarding compliance with the COBCE and the related procedures.

All new hires must read COBCE policy as part of their induction and it is also important for them to confirm having read and understood before beginning their work. If any employee has concerns regarding confirmation they are advised to discuss their concerns with their Supervisor. In any case, employees must follow and abide by the COBCEE even if they fail to confirm.

D. WHERE TO GO FOR HELP?

 WiproKPM’s endeavor is to foster an environment of open and honest communication. So, if an employee has a concern about a legal or business conduct issue, s/he has options.

What should an employee do if s/he has a question or concern about compliance and integrity standards? The important thing is for her/him to ask the question or raise the concern.

Employee’s immediate supervisor is usually a good place to start with a compliance or integrity issue.

Employees may also get help or advice from:

• Supervisor
• Supervisor’s supervisor
• CEO/CFO of the Company

E. DUTY TO SPEAK UP

We cannot live up to our commitments of acting with integrity if employees, as individuals, do not speak  up when  they feel  the  need. That is why,  in addition to knowing the  legal and ethical responsibilities that apply to a job, employees are encouraged to speak up if:

• Employees are unsure about the proper course of action and need advice.
• Employees believe that someone acting on behalf of WiproKPM is doing — or may do — something that violates the law or WiproKPM’s compliance and integrity standards.
• Employees believe that they may have been involved in a possible misconduct.

F. LIMITATION TO THE CODE OF BUSINESS CONDUCT AND ETHICS

COBCEE is, at places, more restrictive than the applicable laws and regulations, and employees are required  to  abide  by  the  COBCE  even  when  it  imposes  requirements  that  go  beyond  legal obligations. If employees are uncertain of the applicable legal requirements or if they believe that they are subject to conflicting legal obligations, they must bring the matter to the attention of the CEO/CFO of the Company immediately.

1. POLICY ON BUSINESS RELATIONSHIPS

WiproKPM, as an international business organization, is required to interact and transact with a variety of business organizations including international organizations and governments in different jurisdictions. By maintaining the highest level of corporate integrity through open, honest and fair dealings, WiproKPM earns trust for its products and services from all stakeholders and every person with whom WiproKPM comes in contact.

WiproKPM will only obtain and conduct business legally and ethically. The quality of our products and the efficiency of our services at the most competitive prices are our greatest tools in marketing our business. Profits do not justify unfair/ unethical business tactics. Employees must uphold the highest standards of integrity in all third party dealings. The world today is moving towards ethical business strategies, whether it is WiproKPM’s customers, investors, suppliers, employees or any other stakeholder; everyone is looking for dependability and protection of their interests. Hence, honesty is not only the best policy but it is the best and everlasting business policy.

No person to whom the COBCEE applies must give, offer, promise to offer, or authorize the offer, directly or indirectly (proxy bribing), anything of value (such as money, shares, goods or service) to government  officials,  customers,  potential  customers,  foreign  officials  including officials  of  any public international organizations which could be regarded as influencing any business decision or to obtain improper advantage. Business courtesy such as Gifts or Entertainment shall not be offered by WiproKPM employees that could be regarded as influencing any business decision, or creating appearance of misconduct. WiproKPM shall not involve itself or tolerate any business practice which is not in line with the Policy on Business Relationships.

A contribution or entertainment must never be offered in a circumstance appearing improper. But some very modest  gifts,  with  a  value  not  exceeding  US$  50  or  equivalent  currency  may  be acceptable if they meet the following criteria:

• They are consistent with accepted business practices.
• They do not violate applicable law.
• They cannot  be  reasonably  construed  as  payment  or  consideration  for  influencing  or rewarding a decision or action.
• Their public disclosure would not embarrass WiproKPM.

GIVING GIFTS

In general no Gifts shall be offered to any customers, vendors, Government Officials etc. Exceptions:

1. Customary Gifts of value lower than or equal to the Acceptable Limit.
2. Business lunch (or breakfast or dinner) at WiproKPM cafeteria or externally of a reasonable value may be provided to customers, visitors and business contacts/associates.

Relationship with the Government Officials

Extra care and caution needs to be taken when dealing with Government Officials. No Gifts or other benefits including  Entertainment  shall  be  offered  to  Government  Officials  which  could  be considered as influencing any business decision or to obtain improper advantage.

Exceptions:

1. Provision of  local  conveyance  to  the  Government  Officials  while  they  are  visiting  our campus for  any  inspection/  audit. However,  this would require  prior  approval of  your immediate Supervisor.
2. Business lunch: Same rules as applicable to visitors and business contacts.

Note: Giving any gifts that could influence or could reasonably give the appearance of influencing

WiproKPM’s business relationship with or having a potential conflict of interest is prohibited.

Employees are required to report correctly in their expense reports, all expenses for any Gifts given or Entertainment provided as part of any normal and acceptable business practice in the course of their employment, and must accurately state the purpose for the expenditure.

WiproKPM’s accounting records and supporting documents must accurately describe and reflect the nature of the underlying transactions.

Any agents acting on WiproKPM’s behalf must also never give a Gift of any kind to anyone doing business  with WiproKPM  or  seeking  to  do  business  with  WiproKPM  that  is  not  within  the Acceptable Limit. Third party suppliers and consultants are also expected to follow this Policy in letter and spirit and not indulge in any “proxy bribing”.

For a better understanding of the category of Giving and Receiving Gifts under the policy, we have further classified this into three categories:

a. Usually OK
b. Always Wrong
c. Always Ask/ Always Hand Over

GIVING GIFTS

RECEIVING GIFTS

An employee may accept Gifts up to the Acceptable Limit per source per occasion, so long as the aggregate market value of the Gifts received (under this rule) from one source does not exceed the Acceptable Limit in a calendar year.

Buying Down

If an employee is offered a Gift that has a value over Acceptable Limit, he/she shall not “buy the gift down” to the Acceptable Limit. For example, if you are offered a ticket in excess of the Acceptable Limit to watch a game, you must not pay $15 to whoever is offering the ticket, and then accept the ticket under the Acceptable Limit.

GIFT DISCLOSURE TRACKER

If you are about to offer any Gift or Entertainment falling under the category of ‘Always Ask’, you are required to follow the prior approval process for the offer of such Gift or Entertainment, which needs to be obtained from CEO/CFO of the Company and thereafter also disclose the offer of such Gift or Entertainment in the Gifts Disclosure Tracker.

If you are about to receive or have received any Gift or Entertainment or have been offered a Gift or Entertainment falling under the category of ‘Always Hand Over’, you are required to disclose the receipt of such Gift in the Gifts Disclosure Tracker.

 CONFLICT OF INTEREST POLICY

The term ‘conflict of interest’ refers to situations in which financial or personal considerations may compromise, or have the appearance of compromising our judgment of professional activities. A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of WiproKPM. Situations of actual or potential conflicts of interest are to be avoided by all employees. Personal involvement with a competitor, client, or subordinate employee of WiproKPM that affects an employee’s ability to exercise good judgment for WiproKPM creates an actual or potential conflict of interest.

Some examples of potential conflicts of interest are:

• Working directly or indirectly either as an officer, employee, consultant or agent for a competitor or client;
• Engaging in an activity that is in competition with WiproKPM, Wipro or Kawasaki;
• Using proprietary or confidential information of Wipro/Kawasaki or WiproKPM for personal gain;
• Having a direct or indirect financial interest in a competitor or client;
• Unauthorized use,  or  disclosure,  employee’s  knowledge  of  WiproKPM’s  customers, suppliers, vendors, etc. for personal advantage;

 Any employee involved in any of the above types of relationships or situations must immediately and fully disclose the relevant circumstances to the CEO/CFO of the Company for a determination as to whether or not an actual or potential conflict exists.

Employees at WiproKPM must devote their full attention to the business interests of the Company. Employees are not allowed to engage in any activity that interferes with their performance or responsibilities to WiproKPM or is otherwise in conflict with or prejudicial to the interests of the Company. It is a conflict of interest to serve as a director of any company that competes with WiproKPM. Although an employee may serve as a director of a WiproKPM supplier, customer, developer, or other business partner, our policy requires that one must first obtain approval from WiproKPM’s Board of Directors before accepting a directorship. 

As a general rule, employees must avoid conducting WiproKPM’s business with a relative (which includes a ‘significant other’) or a business in which a relative is associated in key role. If such a related-party  transaction  is  unavoidable,  employees  must  fully  disclose  the  nature  of  the related-party transaction to the CEO/CFO of the Company and take the prior consent. 

Key related-party transactions, particularly those involving WiproKPM’s directors or executive officers, will be reviewed and approved in writing in advance by WiproKPM’s Board of Directors and the company will report all such key related-party transactions under applicable accounting rules and Indian laws. Any dealings with a related party must be conducted in a way that no preferential treatment is given to this business. 

Outside  publication  of  books,  articles  or  manuscripts  which  relate  in  any  way  to  WiproKPM’s business by an employee will require prior approval of the CEO/CFO of the Company. If the author publicizes the fact that s/he is an employee of WiproKPM, the publication must state that: ‘The views expressed in this article/presentation are that of mine and WiproKPM does not subscribe to the substance, veracity or truthfulness of the said opinion’.

On a case-by-case basis, employees may be permitted to work for Non-Governmental Organizations, clubs and charitable institutions. The employee must ensure that his/her services do not affect WiproKPM’s interest. The employee must not accept remuneration for any service rendered by him/her except reimbursement of expenses that has been incurred by him/her for providing the service (travel expenses, lodging, boarding, etc).

If a proposed transaction or situation raises any questions or doubts, employees shall consult the CEO/CFO of the Company.

2a. Employment of Relatives

Members of an employee’s immediate family may be considered for employment on the basis of their qualifications. Immediate family members may be hired, if such employment would:

• Not create a direct supervisor/subordinate relationship with a family member.
• Not create a conflict of interest.

The purpose of this policy is to prevent the organizational impairment and conflicts that are a likely outcome of the employment of relatives or significant others, especially in a supervisor/subordinate relationship. Willful withholding of information regarding a prohibited relationship/reporting arrangement may be subject to corrective action, up to disciplinary action including termination. If a prohibited relationship exists or develops between two employees, both employees involved must bring this to the attention of the CEO/CFO of the Company.

This policy must also be considered when assigning, transferring or promoting an employee. For the purpose  of this  policy, immediate  family  includes: parent (including step  parent),  grandparent, spouse, son, daughter, sibling (including half or step brother or sister), mother-in-law, father-in-law, sister-in-law, brother-in-law, son-in-law, and daughter-in-law and step-child. This policy also applies to close personal relationships.

 Employees  who  marry  or  establish  a  close  personal  relationship  with  another  employee  may continue employment as long as it does not result in the above. If one of the situations outlined above shall occur, attempts will be made to find a suitable position to which one of the employees will be transferred. If accommodations of this nature are not feasible, the employees involved will be permitted to determine which of them will resign.

2b. Outside Employment

It is not the intent of WiproKPM to restrict the activities of employees on their own time. A policy on outside employment is deemed necessary to prevent conflicts of interest, consistent with applicable  state  law.  Therefore,  every  employee  of  WiproKPM  shall  not  work  for  either  a competitor or supplier of WiproKPM. Employees shall not engage in any outside employment, including any self-employment or independent contracting activities that might conflict with scheduled hours, overtime hours (when required), or the proper performance of their job functions for WiproKPM, including emergency work, or otherwise restrict employees to respond to the needs of WiproKPM or its clients. In no event shall any employee actively engage in self-employment or independent contracting activities in competition with WiproKPM.

Similarly, weekend work by employees for remuneration may also fall foul of the conflict and needs prior approval after examining the matter. Approval shall be obtained from Supervisor and followed by an email with cc to Legal /HR Head.

If employees have any questions about this policy, or if employees believe a conflict of interest exists or may be interpreted as existing, please speak to the CEO/CFO of the Company.

3. CONTROLLERSHIP POLICY

 a. FINANCIAL  REPORTING, INTERNAL CONTROLS & PROCEDURES AND DISCLOSURE

WiproKPM is committed  to  making full,  fair,  accurate,  timely  and clear  disclosure  on relevant material aspects of its business including periodic financial reports that are filed with or submitted to regulatory authorities. These filings may be required under applicable laws. These filings should comply with applicable government laws, rules and regulations.

WiproKPM’s responsibility to its shareholders requires that all transactions be fully and accurately recorded  in WiproKPM’s  books  and  records  in  compliance  with  the  established    accounting policies and procedures at WiproKPM as well as the Generally Accepted Accounting Principles (GAAP), International Financial Reporting Standards (IFRS) or any other applicable standards of accounting and reporting adopted by the company. Recording or approving false or misleading entries, unrecorded funds or assets, or payments without appropriate supporting documentation is strictly prohibited.

All payments shall be approved and made only with the intention that payment is for the actual purpose stated in the relevant supporting documents. Inaccurate records can adversely impact WiproKPM in many ways, including weakening of internal controls over financial reporting. Hence, these are strictly prohibited.

b. COMPANY ASSETS & TIME

 i.  Protection of Company Assets:

 All employees are responsible for safeguarding the tangible and intangible assets of WiproKPM and shall seek to protect WiproKPM’s assets from misuse, theft, fraud or damage or loss.

Assets include physical property, intellectual property of WiproKPM or client, electronic communication devices like computers, software applications, internet and intranet connections, teleconferencing/video conferencing facilities, facsimiles, telephones, PDAs and other electronic communication devices and facilities for email, voice mail, SMS/text messages, instant messaging and all other proprietary and confidential information of WiproKPM.

Misappropriation or unauthorized disclosure of WiproKPM’s assets is a breach of employee’s duty to the Company.

Any suspected loss, misuse or theft of WiproKPM’s assets must be reported to the CEO/CFO of the Company.

 ii. Manner & Use of Company Assets & T ime:

 In regard to electronic communication devices, WiproKPM may monitor and record your use of company equipment and services at any time. However, Company does not guarantee any right to privacy even on personal mails routed through WiproKPM’s IT systems and networks. Employees must be aware of and comply with password controls, non-sharing of password information and periodic password changes to prevent unauthorized access as per the guidelines prescribed under WiproKPM’s Information Security Policy.

Personal use of WiproKPM’s assets and time in regard to electronic communication devices may be permitted within the following guidelines:

 i. The use is reasonable.

ii. There is no incremental cost to WiproKPM on account of the use of WiproKPM’s assets and time or such cost is minimal.

iii. Charges for personal use of telephones are declared and paid up by employee as per the prevailing policy or practice of the Company (for e.g. declaring and paying for personal long-distance telephone calls).

iv. The use does not result in any illegal activity.

 v. The  use  does  not  intend  to  cause  or  cause  harm  to  the  business  or  reputation  of WiproKPM or any individual associated with the Company.

5. POLICY ON FREE AND FAIR COMPETITION/ANTITRUST

WiproKPM shall compete only in an ethical and legitimate manner and prohibits all actions that are anti-competitive or otherwise contrary to laws that govern competitive practices in the marketplace. As  WiproKPM’s  business  interests  are  spread across  the  world,  WiproKPM may  be  subject to competition laws of various jurisdictions and all employees shall comply with the same. Most countries have  well-developed bodies of  law  designed to  encourage  and protect free  and fair competition. WiproKPM is committed to adhering to these laws both in letter and spirit. These laws often regulate WiproKPM’s relationships with its distributors, resellers, dealers and customers.

Competition laws generally address the following areas: pricing practices (including price discrimination), allocating customers, bids, territories, refusing to sell to particular customer or buying from a particular customer, exchange price information, discounting, terms of sale, credit terms, promotional allowances, secret rebates, exclusive dealerships or distributorships, product bundling, restrictions on carrying competing products, termination and many other practices. Competition laws also govern, usually quite strictly, relationships between WiproKPM and its competitors. As a general rule, contacts with competitors shall be limited and shall always avoid subjects such as prices or other terms and conditions of sale, customers and suppliers.

 Employees,  agents  or  contractors  of  the  company  must  not  make  any  false  or  misleading statements regarding its competitors or the products of its competitors, customers or suppliers. WiproKPM  must  not  enter  into  agreements/  discussions  with  competitors  about  any  matter relating to competition between company and its competitor, such as sales prices, marketing strategies, market shares and allocation of market, territories, supply and sources or customers. WiproKPM shall not enter into agreements with the competitors that affect prices they charge, as it may constitute illegal price-fixing which is prohibited under the competition laws. WiproKPM shall not enter into any agreements that are in restraint of trade, prices, quality of products or services or in any manner monopolize any part of trade or commerce by controlling the supply of a product or service with the intention to control its price or to exclude competitors from the market. However, participating with competitors in a trade association or in a standards creation body is acceptable when the association has been properly established, has a legitimate purpose, and has limited its activities to that purpose.

Employees must ensure that distributors or agents selling WiproKPM’s products entering into any accepted practices, like bundling of products, discounts on the market price, free gifts etc., shall do so only with the express permission of WiproKPM. WiproKPM and its employees shall not initiate or encourage boycotts of specific products or services or arbitrary refusal of dealing with designated customers or suppliers or bids or the intent to bid or even discuss or exchange information on these subjects. All sales and promotional efforts must be free from misrepresentations.

WiproKPM shall sell its products and services on their own merits and not disparage with competitor’s products or services. WiproKPM and its employees shall not conduct themselves in such a manner that is perceived as Industrial espionage or commercial bribery, “fixing” or “rigging” bids on any  competitive  sales or  purchases. WiproKPM and its employees shall not denigrate competitors and their products, and only with care and prudence, make fair and factually based comparisons on attributes such as price and performance.

Further, employees shall not be encouraged to disclose confidential information that is associated with his previous employment. Always consult the CEO/CFO of the Company in case of doubt.

The purpose of this policy is to maintain WiproKPM’s reputation as a lawful competitor and to help ensure the integrity of the competitive marketplace. WiproKPM expects its competitors to respect its rights to compete lawfully in the marketplace, and WiproKPM must respect their rights equally. WiproKPM employees, agents and contractors may not steal or unlawfully use the information, material, products, intellectual property, or proprietary or confidential information of anyone including suppliers, customers, business partners or competitors.

Employees are advised to consult the CEO/CFO of the Company when entering into joint ventures, marketing and distributorship agreements, bundling of goods and services, acquiring a new product, technology, brand or business.

To ensure that WiproKPM complies fully with these laws, each of us shall have a basic knowledge  of  them  and  shall  involve  the  CEO/CFO  of  the  Company  early  on,  when questionable situations arise.

6. FOREIGN CORRUPT PRACTICES ACT (“FCPA”) COMPLIANCE POLICY

i) Background and to whom it is applicable

The anti-bribery provisions of the FCPA make it unlawful for a U.S. person, to make a corrupt payment to a foreign official for the purpose of obtaining or retaining business for or with, or directing business to any person. Since 1998, they also apply to foreign firms and persons who take any act in furtherance of such a corrupt payment within the territory of the U.S.

The FCPA applies to any individual, firm, officer, director, employee or agent of a firm and any stockholder acting on behalf of a company.

Under  the  FCPA,  the  US  jurisdiction  over  corrupt  payments  to  foreign  officials  depends  upon whether the violator is an “Issuer” or “domestic concern” or a foreign national or business.

“Domestic concern”  is  any  individual who is a  citizen, national or  resident of  the  U.S. or  any corporation, partnership, association, joint-stock company, business trust, unincorporated organization, or sole proprietorship with its principal place of business in U.S.

ii) What is prohibited; Criteria applicable

FCPA prohibits paying, offering, promising to pay (or authorizing to pay) money or anything of value to foreign officials, political parties, political officials or any candidate for foreign political office with the intent of:

(i)  influencing any act or decision;

(ii) inducing the official to do or omit to do any act in violation of his or her lawful duty;

(iii) obtain any improper advantage; or

(iv) to induce an official to use his or her influence improperly to affect or influence any act or decision.

A foreign official is any officer or employee of a foreign government, a public international organization, any department or agency thereof, or any person acting in an official capacity.

Any payments made in order to assist the firm in obtaining or retaining business or directing business to any other person will fall foul of this law.

It is to be noted that:

(i) the  terms  dealing  with obtaining or  retaining business are  interpreted broadly by  the Department of Justice;

(ii) the business to be obtained or retained does not need to be with a foreign government or foreign government body; and

(iii)  an offer or promise to make a corrupt payment can constitute a violation of this statute; the focus is on intent or purpose of the offer or payment rather than what actually happens after that.

iii) Third party payments

FCPA prohibits corrupt payments through agencies or intermediaries. It is important for WiproKPM to follow the usual business due diligence procedure while selecting agents or intermediaries to represent WiproKPM.

iv) Exception

There are exceptions to the above for “facilitating payments” to expedite a routine administrative action to which a person is otherwise entitled. It is important for employees to understand the difference between a bribe and facilitating payment.

v) Sanctions

Penalties for violating the FCPA include;

a. Criminal fines imposed on companies up to $2 Million;

b. Criminal  fines  imposed  on  individual  officers,  directors,  agents  or  shareholders  up  to $100,000 and imprisonment up to 5 years. (It is to be noted that there is a possibility that under the Alternative Fines Act, these fines may be actually quite higher — the actual fine may be up to twice the benefit that the defendant sought to obtain by making the corrupt payment. Any fines imposed on individuals may not be paid by their employer or principal);

Other than the penalties which may be imposed (as set forth above), there are several other liabilities that may be faced by a company violating the FCPA, including:

a. Facing a private cause of action for treble damages under the Racketeer Influenced and Corrupt Organizations Act (RICO);

b. Being barred from doing business with the Federal government. (An Indictment alone can lead to suspension of the right to do business with the government); and

Further Information / Questions

Any further information required on this statute is available on the Department of Justice’s website: http://www.usdoj.gov/criminal/fraud/fcpa/dojdocb.htm

 Employees are required to obtain the opinion of the CEO/CFO of the Company before taking any actions which may be reasonably considered to be in breach of this statute.

7. POLICY ON ELECTRONIC RESOURCES USAGE

The purpose of this policy is to make sure that employees utilize electronic communication devices in a legal, ethical and appropriate manner. Electronic communication devices are provided to employees for business purposes and to enable employees to perform official responsibilities more efficiently. Employees may be allowed to use electronic communication devices for reasonable personal purposes.

Employees must ensure that the content of text, audio or images that they place, send or forward over the internet or intranet are:

• Not inappropriate, obscene or capable of harassing others,
• Not have a racial or sexual slur, political or religious solicitations. Employees must not indulge in any unlawful activities such as:
• Accessing unauthorized resources,
• Hacking,
• Introducing any computer contaminant or computer virus, and
• Committing any other acts that may disrupt use of the electronic resources.

Misuse of electronic resources by employees may result in the breach of confidentiality obligations or violation of the Intellectual Property rights relating to WiproKPM or third parties. Employees must ensure that all proprietary material acquired by use of the electronic resources have been obtained through valid licenses from the suppliers or proprietors. WiproKPM may monitor and record your use of company equipment and services at any time. However, WiproKPM does not guarantee any right to privacy even on personal mails routed through WiproKPM’s IT systems and networks.

8. POLICY ON PRIVACY AND CONFIDENTIALITY

One  of  the  biggest  concerns  in  the  present  era  is  protection  of  confidential  and  personal information that is collected and disseminated. WiproKPM understands that protection of all confidential information is essential. WiproKPM is committed to protecting business and personal information of a confidential nature obtained from clients, associates and employees.

“Confidential  information”  includes  but  is  not  limited  to  the  following  types  of  information (whether or not reduced to writing): WiproKPM’s trade secrets, inventions, computer programs and related data and materials, drawings, file data, documentation, diagrams, specifications, know-how, processes, formulas, models, flow charts, research and development procedures, test results, marketing techniques, materials and development plans, price lists, pricing policies, business plans, client   lists,   vendor   lists,   client  agreements,   vendor  agreements,   financial   information   and projections and employee files and other information related to manufacturing process, human resources and benefits systems and content, hypertext, and expert systems activities. Third Party may also furnish information to WiproKPM concerning their respective business affairs, finances, properties, methods of operation or other data which are not in the public domain and which are proprietary or confidential.

Accordingly, Confidential Information also includes any information described above which WiproKPM obtains from a Third Party and treats and/or has an obligation to treat as confidential or designates  as  Confidential Information,  whether  or  not  owned or  developed by  the  company. Confidential Information also includes all trade related information, trade secrets, employee related information, strategies, administration, research in connection with the company and commercial, legal, scientific, technical data that are either provided to or made available to the employee by WiproKPM, to facilitate his work, or that the employee is able to know or has obtained access by virtue of his employment or position with WiproKPM.

Employee shall never accept information offered by a third party that is represented as confidential, or which appears from the context or circumstances to be confidential, unless an appropriate nondisclosure/confidentiality agreement has been signed with the party offering the information. The CFO of the Company can provide nondisclosure agreements to fit any particular situation.

The unauthorized release of confidential information can cause WiproKPM to lose a critical competitive advantage, embarrass relationships with customers. All such confidential information must be accessed, stored, and transmitted in a manner consistent with WiproKPM’s policies and procedures. The inappropriate release of such confidential information may diminish WiproKPM’s rights to such information; provide implied rights to others without our knowledge. Employees ensure that they disclose confidential information only to those persons who are authorized to receive such information and that too only on a need-to-know basis. Employees shall ensure necessary confidentiality agreements are in place prior to sharing or disclosing any confidential information with a third party.

Employees who have access to proprietary and confidential information must take every precaution to keep it confidential. Every employee shall protect the reputation of the company, its employees and its products.

9. POLICY ON  EMPLOYMENT,  WIPROKPM’S  EQUAL  EMPLOYMENT  OPPORTUNITY, POLICY PROHIBITING DISCRIMINATION & HARASSMENT

WiproKPM is committed to the highest standards of openness, probity and accountability. WiproKPM’s greatest asset is its employees. WiproKPM is committed to attracting, retaining, and developing the highest quality and most dedicated work force possible in today’s market. WiproKPM   strives   to   hire   and   promote   people   on   the   basis   of   their   qualifications, performance, and abilities, and is determined to provide a work environment free of any form of illegal discrimination both direct and indirect, including, but not limited to, sexual harassment. Further, WiproKPM is committed to maintaining a workplace where each employee’s privacy and personal dignity are respected and protected from offensive or threatening behavior including violence.

WiproKPM endeavors to offer equality of opportunity to all employees and not to engage in or support discrimination in hiring, compensation, access to training, promotion, termination or retirement based on ethnic and national origin, race, caste, religion, disability, age, gender or sexual or political orientation. Only exception to this rule is where we are required under the law to have localization obligations or to adopt affirmative action in a particular geography.

All   employees   shall   ensure   that   the   concepts   of   equal   employment   opportunity   and non-discrimination are well understood, abided by and carried out by everyone. Any employee with questions or concerns about any type of discrimination in the workplace is encouraged to bring the issue to the attention of the CEO/CFO of the Company.

WiproKPM perceives harassment as a form of discrimination that is offensive, undermines the integrity of employment relationships and causes serious harm to the productivity, efficiency and stability of the organization. Harassment may include (but is not limited to) making unwelcome sexual advances, sending or displaying obscene or racist materials, or sending or telling offensive jokes or comments, verbally or otherwise. Harassment can be verbal, physical or visual behavior where  the  purpose  or  effect  is  to  create  an  offensive,  hostile  or  intimidating  environment. WiproKPM endeavors to ensure a congenial environment where employees can work without any inhibition and contribute their best without fear or favor. Any employee who engages in such prohibited conduct will be subject to disciplinary action.

Employees shall refrain from taking discriminatory actions or decisions which are contrary to the letter or spirit of COBCE.

If employees believe that they have witnessed or are being subjected to discrimination or harassment, they shall immediately report the matter using the reporting procedures as mentioned in COBCE. WiproKPM views reports of retaliation seriously. Anyone found to have retaliated against another individual will face disciplinary action.

In addition, the Company will not tolerate sexual harassment by or against third parties on the Company’s premises.

Employees  are  encouraged  to  raise  concerns  internally  and  at  a  high  level  and  to  disclose information, which the individual believes shows impropriety, abuse or wrongdoing.

What constitutes Harassment?

Conduct of a physical, verbal or non-verbal nature when

• it is unwanted; and/or
• it has the purpose or effect of violating another’s dignity or creating an intimidating, hostile, degrading, humiliating or offensive environment for another; and/or submission to such conduct is implicitly or explicitly a term or condition of an individual’s continued employment; and/or
• submission to such conduct is implicitly or explicitly a term or condition for decisions which could affect promotion, salary or any other job condition; and/or
• such behavior creates an intimidating, hostile or offensive work environment for one or more individuals.

Harassment may constitute discrimination if it is based on race, color, gender, sex national origin, religion or philosophical belief or on any other discriminatory basis not authorized by law, it is then unlawful.

Types of Sexual Harassment?

Conduct Constituting Prohibited Sexual Harassment May be Classified in Two Ways:

1. Quid Pro quo sexual harassment is defined as sexual advances, requests for sexual favors, and/or verbal or physical conduct of a sexual nature when submission to such conduct is either explicitly or implicitly:

1. a condition for advancement
2. a factor in performance evaluation
3. a condition for receiving any benefit given by the Company

2. Hostile Environment sexual harassment is defined as sexual advances, requests for sexual favors, and/or verbal or physical conduct of a sexual nature, when such conduct is unwelcome to the person to whom it is directed or to others directly aware of it and when such conduct is:

1. Intimidating, threatening or offensive; and
2. Sufficiently  severe,   persistent,   and   pervasive   enough   to   interfere   with   an employee’s work environment.

A hostile environment may be created through either verbal or nonverbal acts:

Verbal conduct of a sexual or racial nature or relating to disability or sexual orientation, unwelcome advances,  propositions  or  pressure  for  sexual  activity,  offensive  flirtations,  lewd  comments  or abusive language which denigrates or ridicules, insults which are gender or race-related or which relate to sexual orientation (including racist or sexist name-calling) and offensive comments about dress, appearance  or physique,  and the writing and/or  sending of written materials,  including e-mails, of an offensive nature and includes verbal and written harassment through jokes, racist remarks, offensive language, gossip and slander, threats and letters.

Non-verbal conduct of a sexual or racial nature or relating to disability or sexual orientation – the display of pornographic or sexually suggestive pictures, offensive objects or written materials, the display of sexually or racially offensive written or visual material, hostility to employees on the grounds of their race or gender or disability or sexual orientation or other unacceptable non-verbal conduct which denigrates a person

Employees may refer for further details and grievance address procedure to the CEO/CFO of the Company.

Employees must ensure that:

a. they co-operate with any measures introduced to develop equal opportunities;

b. they respect the sensitivities of others. Note that political beliefs are not covered in this policy

c. they refrain from taking discriminatory actions or decisions which are contrary to the letter or spirit of this policy and for employees of managerial status that they ensure that – those who report to them also comply with the policy, and do not instruct, induce or attempt to induce or pressurize other employees to act in breach of this policy.

Breaches of Company’s equal opportunities policy and procedures will result in Company’s disciplinary procedure being invoked against the individuals responsible or involved.

 9a. Drugs and Alcohol

 Any employee, who is found to be under the influence of or using, or possessing illegal drugs on WiproKPM  or  customer  premises  or  while  conducting  WiproKPM’s  business,  is  subject  to disciplinary action, including possible termination. While conducting WiproKPM’s business, employees are advised not to be under the influence of alcohol or other similar substances or improperly use medication in any way that could diminish — or raise questions concerning —ability to perform their job or result in their doing things that might be harmful to WiproKPM.

10. POLICY ON SEPARATION

Employees will retire from the services of WiproKPM on completion of 58 years of age or in accordance with the law for the time being in force in the country of employment. In India, the retirement age is 60 years in case of a person engaged in the management category prior to January 1, 1967 or promoted to management category prior to June 1, 1975. Employee will retire on the last day of the month in which he/she attains the age of retirement as above. Employees leaving WiproKPM other than on normal retirement are required to serve a notice to WiproKPM for the period specified in their employment contract or as applicable to their class. The CEO/CFO of the Company shall conduct a structured exit interview in the week prior to employee’s final settlement. The finding at the interview is to be recorded and filed in the employee’s folder.

Employees shall not be eligible to take any leave or sponsorship for training and development programs and trade fairs during the notice period. However, leave based on merits and within reasonable limit may be provided, subject to eligibility, by the CEO/CFO of the Company.

Any employee may be terminated from service for grave misconduct, illegal activities or integrity lapse by the appropriate authority after an enquiry conducted in accordance with principles of natural justice.

11. POLICY ON MEDIA AND ADVERTISEMENT

To facilitate the achievement of our vision, apart from achieving our business plans, it is necessary to communicate our plans and achievements in the most effective manner through the media to our investors, customers, both, existing and potential, and to the community at large in which WiproKPM operates. This policy is important not only from the context of evolving and maintaining an effective relationship with the media but for legally safeguarding the information released to the media.

No  person  other  than  the  CEO/CFO  of  the  Company  shall  attempt  to  speak  or  share  or communicate any non-public information regarding WiproKPM with media, analyst, investors or anyone outside WiproKPM. If any employee is contacted for an interview, comments, or other information by the media, analyst, investor or anyone outside WiproKPM, employee must speak only if they have been authorized or refer them to the CEO/CFO of the Company. Under no circumstances  must  an  employee  attempt  to  speak  on  a  no  name  basis.  In  this  context  it  is important that all statements to the media shall be true and fair.

ADVERTISEMENT:

WiproKPM acknowledges that advertising is an essential instrument for effective brand building and communicating with the consumers. In accordance with WiproKPM’s corporate philosophy it is necessary to ensure that all advertisements of WiproKPM’s products and services are done ethically and in a legitimate manner. Advertising must not misrepresent, nor deceive or be likely to mislead the consumer, as to the character, quantity, composition or safety of the product advertised. WiproKPM requires every employee to protect all trademarks, brand names and other proprietary material of WiproKPM, Wipro, Kawasaki and of third parties. Employees are required to abide by the policies and guidelines issued by the Corporate Brand of WiproKPM as necessary. WiproKPM shall not disparage products or services of competitors and shall avoid political or religious remarks in advertisements.

12. POLICY ON ENVIRONMENT, HEALTH AND SAFETY

WiproKPM takes environmental consciousness a step further. WiproKPM believes that employees in WiproKPM are environment conscious and contribute to preserving nature (at a higher level) as well as danger-proofing our own respective work areas. All of us are responsible for conducting safe and environmentally sound operations. Fundamentally, this is in the interest of our own and other’s quality of life. There is a direct impact on the environment through our daily consumption needs of natural resources via energy, water & other inputs in our process.

WiproKPM recognizes its responsibility as a global citizen to assess and minimize the impact of its business activities to reduce environmental impact and protecting eco-systems upon which all life depends, while advancing economic development.

Eco policies not only indicate positive environmental stewardship, but also present business opportunities such as innovative products and investments in sustainable forestry and renewable energy.

Environment performance and Corporate Social Responsibility is an integral part of WiproKPM. To accomplish this, we will;

1. comply with all applicable environment and related laws, regulations, codes of practices and other requirements
2. take appropriate measures to identify, assess and manage the environment impacts of our existing and planned operations
3. Conduct business that achieves a balance or integration of economic, environmental and social imperatives while at the same addressing stakeholder expectations.
4. Ensure  seamless  integration  of  marketplace,  workplace,  environment  and  community concerns with business operations in order to support sustainable development.

 As regards Health & Safety, WiproKPM promotes employee well-being as a strategic value and fundamental component in its success and is considered more than a traditional occupational health and safety. WiproKPM takes appropriate measures to prevent workplace injuries and ill health and to provide employees with a safe and healthy working environment by considering evolving industry practices and societal standards of care. WiproKPM assesses and manages the Health and Safety impacts and eliminate unreasonable risks of its existing, new activity or project, design and production of products & services.

13. POLICY ON MAINTAINING/MANAGING RECORDS

The purpose of this policy is to set forth and convey WiproKPM’s business and legal requirements in managing records, including all recorded information regardless of medium or characteristics. Records include paper documents, CDs, computer hard disks, email, floppy disks, microfiche, microfilm or all other media. WiproKPM is required by the central, local, state,  federal,  foreign  and  other  applicable  laws,  rules  and  regulations,  to  retain  certain records and to follow specific guidelines in managing its records. Civil and criminal penalties for failure to comply with such guidelines can be severe for employees, agents, contractors and WiproKPM, and failure to comply with such guidelines may subject the employee, agent or contractor to disciplinary action, up to and including termination of employment or business relationship at WiproKPM’s sole discretion.

14. POLICY ON RECORDS ON LEGAL HOLD

A legal hold suspends all document destruction procedures in order to preserve appropriate records under special circumstances, such as litigation or government investigations. WiproKPM’s management determines and identifies what types of WiproKPM records or documents are required to be placed under a legal hold. Every WiproKPM employee, agent and contractor must comply with this policy. Failure to comply with this policy may subject the employee, agent or contractor to disciplinary action, up to and including termination of employment or business relationship at WiproKPM’s sole discretion. WiproKPM’s management will notify employees if a legal hold is placed on records for which they are responsible. If employees have any questions about this policy they shall contact the CEO/CFO of the Company.

15. POLICY ON CONFIDENTIAL INFORMATION

 i) Appropriate Nondisclosure Agreements.

Confidential information may take many forms. An oral presentation about a WiproKPM’s product development plans may contain protected trade secrets. A customer list or employee list may be a protected trade secret. A demo of an alpha version of WiproKPM’s new  product may contain information protected by trade secret and copyright laws. Employees shall never accept information offered by a third party that is represented as confidential, or which appears from the context or circumstances to be confidential, unless an appropriate nondisclosure agreement has been signed with  the  party  offering  the  information.  Employees  shall  be  aware  of  guidelines  concerning third-party confidential information.

The CFO of the Company can provide nondisclosure agreements to fit any particular situation, and will coordinate appropriate execution of such agreements on behalf of WiproKPM. Even after a nondisclosure agreement is in place, employees shall accept only the information necessary to accomplish the purpose of receiving it, such as a decision on whether to proceed to negotiate a deal. If more detailed or extensive confidential information is offered and it is not necessary, for employee’s immediate purposes, it shall be refused.

ii) Need-to-Know.

Once a third party’s confidential information has been disclosed to WiproKPM, WiproKPM and its employees have an obligation to abide by the terms of the relevant nondisclosure agreement and limit its use to the specific purpose for which it was disclosed and to disseminate it only to other WiproKPM employees with a need to know the information.

iii)  Notes and Reports.

When reviewing the confidential information of a third party under a nondisclosure agreement, it is natural to take notes or prepare reports summarizing the results of the review and, based partly on those notes or reports, to draw conclusions about the suitability of a business relationship. Notes or reports, however, can include confidential information disclosed by the other party and so shall be retained only long enough to complete the evaluation of the potential business relationship. Subsequently, they shall be either destroyed or turned over to the CEO/CFO of the Company for safekeeping or destruction. They shall be treated just as any other disclosure of confidential information is treated: marked as confidential and distributed only to those WiproKPM employees with a need to know.

iv) Competitive Information.

Employees  shall  never  attempt  to  obtain  a  competitor’s  confidential  information  by  improper means, and employees shall especially never contact a competitor regarding their confidential information. While WiproKPM may, and does, employ former employees of competitors, it recognizes and respects the obligations of those employees not to use or disclose the confidential information of their former employers. WiproKPM does not encourage any comparison to any of its competitors that are not substantiated or accurate and is misleading. Certain countries prohibit comparative advertising. It is important to take extra care when dealing with competitors. It is inevitable that the employees and competitors will from time to time, meet, talk and attend the same industry or association meetings. Many of these contacts are perfectly acceptable as long as established procedures are followed. Acceptable contacts include; sales to other companies in our industry and purchases from them; approved participation in joint bids; and attendance at business shows,  standard  organization  and  trade  associations.  In  all  contacts  with  competitors,  do  not discuss pricing policy, contract terms, costs, inventories, marketing and products plans, surveys and studies and other proprietary and confidential information. Discussion of these subjects or collaboration on them with competitors can be illegal. In summary, employees shall disassociate themselves and WiproKPM from participation in any  possible  illegal activity  with competitors; confine communication to what is clearly legal and proper.

16. POLICY ON SELECTING SUPPLIERS

WiproKPM’s suppliers make significant contributions to our success. To create an environment where our suppliers have an incentive to work with WiproKPM, they must be confident that they will be treated lawfully and in an ethical manner. WiproKPM’s policy is to purchase supplies based on need, quality, service, price and terms and conditions. Suppliers shall be selected based on merit, quality, price and performance. WiproKPM’s policy is to select significant suppliers or enter into significant supplier agreements through a competitive bid process where possible. The confidential information of a supplier is entitled to the same protection as that of any other third party and must not be received before an appropriate nondisclosure agreement has been signed. WiproKPM may not establish a business relationship with any supplier if its business practices violate local laws or environmental protection. All supplier relationships shall be by way of appropriate written contracts.

17. POLICY ON LOBBYING

Employees, agents or contractors whose work requires lobbying communication with any member or employee of a legislative body or with any government official or employee in the formulation of legislation must have prior written approval of such activity from WiproKPM’s CFO/CEO. Activity covered by this policy includes meetings with legislators or members of their staffs or with senior executive branch officials. Preparation, research, and other background activities that are done in support of lobbying communication are also covered by this policy even if the communication ultimately is not made.

Examples of lobbying activities

The list is not exhaustive but it is intended to provide general, practical guidance. Lobbying activities include  oral,  written  or  electronic  communications  to  a  government  official  or  government employee regarding:

(i) Formulation, modification, or adoption of a legislation, rule, regulation, executive order, policy or position of the Government; or

(ii) The administration or execution of a legislative program or policy; and the nomination or confirmation of a person to the government.

Lobbying activities do not include:

(i) A speech, article, publication or other material that is distributed and made available to the public through a medium of mass communication; or

(ii) Request for a meeting, a request for the status of an action, attending a meeting upon a request of an administrative body, or other similar administrative request; and

(iii) Information provided  in writing in response to  an oral  or written  request, or  in response to a request for public comments in any registers of the government departments.

18. POLICY ON GOVERNMENT CONTRACTS

WiproKPM’s policy is to comply fully with all applicable laws and regulations that apply to government contracting. It is also necessary to strictly adhere to all terms and conditions of any contract with central, local, state, federal, foreign or other applicable governments. The CEO/CFO of the Company shall review and approve all contracts with any government entity.

19. POLICY ON ELIMINATION OF CHILD LABOUR

WiproKPM’s policy is not to support child labor. WiproKPM is committed to implementing the provisions of the Child Labour (Prohibition and Regulation) Act, 1986. WiproKPM is aware of social reality of the existence of child labor and recognizes that this evil cannot be eradicated by simply setting up rules or inspections. Towards this end, WiproKPM is committed to work in a pro-active manner to eradicate child labor by actively contributing to the improvement of children’s social situation.  To  promote  this,  WiproKPM  encourages  its  suppliers  also  to  work  towards  a  no child-labor policy. As part of its efforts to eliminate the evil of child labor, WiproKPM encourages the employment of the parents of such children to secure the existence of the family and the education of the children. WiproKPM supports the use of legitimate workplace apprenticeship, internship and other similar programs that comply with all laws and regulations applicable to such programs.

20. POLICY ON ANTI-BOYCOTT

A foreign country or an entity associated with a country could make a request to support a boycott in  a  bid  invitation,  purchase  order  or  contract,  letter  of  credit  or  orally  in connection  with a transaction or in a number of ways. If employees hear of a boycott or receive a request to support a boycott or to provide information related to a boycott, employees shall contact the CEO/CFO of the Company.

Anti-boycott requests include but shall not be limited to prohibiting from engaging in:

(i) Agreements to refuse or actual refusal to do business with blacklisted companies.

(ii) Agreements to discriminate or actual discrimination against other persons based on race, religion, sex, national origin, or nationality.

(iii) Agreements to furnish or actual furnishing of information about business relationships with or in Israel or with blacklisted companies.

(iv) Agreements to furnish or actual furnishing of information about the race, religion, sex, or national origin of another person

Examples of Anti-Boycott

Below are examples of anti-boycott activities. The list is not exhaustive but it is intended to provide general, practical guidance.

(i) Certificate of origin

“Invoices must be endorsed with a certificate of origin stating that goods are not of a black-listed countries’ origin, do not contain any black-listed countries’ material, and are not shipped from any black-listed countries’ port.”

 (ii) Contracts

“Vendor shall comply with the black-listed countries’ boycott laws in performing their contractual obligations.”

(iii) Instructions to bidders on a contract

“No produced commodity shall be eligible for financing if such commodity contains any component or components that were imported into the producing country from black-listed countries. Suppliers/bidders that are not blacklisted will be allowed to participate in this bid.”

21. POLICY ON FREEDOM OF ASSOCIATION.

WiproKPM respects the legal rights of its employees to form and join or to refrain from joining trade unions as guaranteed under the applicable legislations. It is WiproKPM’s expectation that its suppliers would also do the same. WiproKPM always encourages and promotes favorable employment conditions to promote positive relationships between employees and managers, to facilitate employee communications, and to support employee development.

22. POLICY ON ABOLITION OF FORCED LABOUR.

WiproKPM strictly prohibits forced or compulsory labor. WiproKPM is committed to ensuring that employees enter into employment and stay on in WiproKPM out of their own free will. WiproKPM also insists that its suppliers prohibit forced labor or other compulsory labor in any of their operations.

23. GENERAL

i) Waivers

 Any waiver of any provision of this COBCE for a member of WiproKPM’s Board of Directors or an executive officer must be approved in writing by WiproKPM’s Board of Directors and promptly disclosed. Any waiver of any provision of this COBCE with respect to any other employee, agent or contractor must be approved in writing by WiproKPM’s CFO/CEO.

ii) Complaints

a. Anonymous complaints

This policy encourages an employee to put his/her name to any disclosures he/she makes. Any malpractice, impropriety, abuse and wrongdoing (hereinafter referred to as “Concern”) expressed anonymously are much less credible, but they may be considered for further action at the sole discretion of WiproKPM.

b. Good faith complaints

Every employee has a duty to read and understand the policies, raise queries and report any violation of policies. If an employee makes an allegation in good faith, which is not confirmed by subsequent investigation, no action will be taken against that employee. In raising the Concern the employee shall exercise due care to ensure the accuracy of the information.

iii) Maintaining confidentiality of the Concern

The employee making the disclosure of Concern as well as any of the persons to whom the Concern has been disclosed or any of the persons who will be investigating or deciding on the investigation, shall not make public the Concern disclosed except with the prior written permission of the Board of Directors. However, this restriction shall not be applicable if any employee is called upon to disclose this issue by any judicial process and in accordance with the laws of land.

iv) Disciplinary actions

WiproKPM will take appropriate disciplinary action against any employee, agent, contractor or consultant whose actions are found to violate these policies or any other policies of WiproKPM. Disciplinary actions may include immediate termination of employment or business relationship at Wipro’s sole discretion. Where WiproKPM has suffered a loss, it may pursue remedies available to it in law, against the individuals or entities responsible. Where laws have been violated, WiproKPM will cooperate fully with the appropriate authorities.

v) Retaliatory acts

It is a violation of the policy to engage in retaliatory acts against any employee who reports an incident of alleged harassment including sexual harassment, or any employee who testifies, assists or participates in a proceeding, investigation or hearing relating to such allegation of harassment. Employees who believe they have been retaliated against because of testifying, assisting or participating in proceeding, investigation, or hearing relating to an allegation of harassment, shall meet with and seek the advice of the CEO/CFO of the Company, whose responsibilities include handling retaliation. If an employee believes that he/she has been retaliated against in the form of an adverse personnel action for disclosing the Concern under the policy he/she may file a written Concern to the CEO/CFO of the Company requesting an appropriate remedy. For the purposes of this policy an adverse personnel action shall include a disciplinary suspension; a decision not to promote; a decision not to grant a salary increase; a decision not to hire; a termination; an involuntary  demotion;  rejection  during  probation;  a  performance  evaluation  in  which  the employee’s performance is generally evaluated as unsatisfactory; an involuntary resignation; an involuntary retirement; an involuntary reassignment to a position with demonstrably less responsibility or status as compared to the one held prior to the reassignment; or an unfavorable change in the general terms and conditions of employment.

vi) Accountability

The Board of Directors shall oversee WiproKPM’s adherence to ethical and legal standards. All employees shall undertake to stop or prevent actions that could harm customers, the system or reputation of WiproKPM and to report such actions as soon as they occur.

24. METHOD TO RAISE A QUERY/ CONCERN:

Query/Concern is to be disclosed through e-mail, telephone, fax or any other method.

Whenever you have a query or concerns about any malpractice, impropriety, abuse or wrongdoing

 (Concern), pls refer and discuss it with the CFO/CEO of the Company.

25. The Kawasaki Group Code of Conduct

1. Acceptable Business Conduct

1-1 Fair Business Practices

We will not obstruct free and fair competition, and we will work to maintain a healthy market.

1-2 Anti-Bribery and Anti-Corruption Compliance

We do not engage in bribery or other forms of corruption and do not provide any inappropriate entertainment or gifts.

1-3 Political Activity and Lobbying

We do not engage in unauthorized use or provision of company money or goods for political activities. We do not engage in illegal lobbying.

1-4 Non-Involvement with Criminal Organizations

We will not engage in any transactions or otherwise have any involvement with any criminal organizations, such as gangs or mafia, or any organizations that are connected to them.

1-5 Conflicts of Interest

We will not seek profit for ourselves or third parties at the expense of company interests.

 1-6 Import and Export Control

We will abide by applicable laws and regulations concerning import and export controls.

 1-7 Prevention of Money Laundering

We will pay attention to processes in our business activities so as not to allow or facilitate money laundering.

 1-8 Accurate and Complete Financial Reporting

We conduct accurate and truthful accounting in accordance with relevant laws, regulations, and professional standards. We will create complete and accurate financial reports and provide them to internal and external stakeholders in a timely and appropriate manner.

 1-9 Prohibition on Insider Trading

We do not trade securities on undisclosed material information to obtain benefits for ourselves or third parties.

 1-10 Information Security

We will properly manage, use, and store sensitive information.

 1-11 Protection of Personal Information

We will use personal information appropriately in accordance with the prescribed purposes of use and will take proper care to prevent loss or leakage.

 1-12 Respect for Intellectual Property Rights

We protect the fruits of the company’s intellectual efforts with intellectual property rights and actively put such intellectual property to use. We respect the intellectual property rights of others.

2. Dealing with Stakeholders

2-1 Quality and Safety of Products and Services

We provide high-performance, high-quality, safe products and services.

2-2 Compliance with Engineering Ethics

We will develop technology with a high level of integrity.

2-3 Respect for Human Rights in Our Business Activities

We respect the human rights of all people in our business activities.

2-4 Eliminating Unethical Use of Products and Technology

We do not provide products and technologies for unethical purposes of use.

2-5 Donations and Support

We will carry out responsible donations and support as a corporate citizen and member of society.

2-6 Disclosure Company Information

We will disclose corporate information in a timely and appropriate manner to enhance society’s trust and understanding toward Kawasaki Group.

2-7 Respect for Diversity in Human Resources

We value each of our employees and support efforts to use their talents and abilities in full. We respect diversity and strive to build a workplace in which all employees can live up to their full potential.

2-8 Employee Safety and Health

We recognize that the safety and health of our employees is a top priority and make every effort to create a safe and healthy workplace environment.

2-9 Working with Suppliers

We engage in fair procurement activities. We cooperate with our suppliers to fulfill our social responsibilities.

2-10 Caring for the Environment

We provide eco-friendly products and services and contribute to sustainable development.