2 TABLE OF CONTENTS Background 2 Application 3 Definition of Ethics 3 Purpose of TCL Group Code Ethics 3 TCL Group Board Position on Etiquette, Corporate Values and Conduct 4 General Statement of Business Philosophy 4 Policies and Practices 6 Reporting Suspected Non Compliance (Whistle Blowing) 19 Compliance with the Code of Ethics and Business Conduct 23 TCL Group Commitment 24
3 BACKGROUND In 1987, Trinidad Cement Limited formulated and approved a policy procedure guide addressing issues of conflict of interest, related to employees and management personnel as they conduct the everyday business of the Company. This policy framework, however did not address issues of conflict of interest and ethical conduct as they relate to Corporate Governance for the TCL Group as it is now currently configured. The development of a comprehensive code of ethics and guidelines for ethical business conduct is, therefore now presented and is applicable to all directors, officers and employees of the TCL Group.
4 APPLICATION This Code of Ethics and Business Conduct ( Code ) applies to all directors, officers and employees of the TCL Group. 1. DEFINITION OF ETHICS The code of moral principles based on the Group s Core Values that will govern the behaviour of a person or group with respect to what is right and/or act as a guide when discretion is required to be exercised. 2. PURPOSE OF TCL GROUP S CODE OF ETHICS Commit the corporation to the highest standards of corporate behaviour To involve directors, executives and all employees so that the ethical culture is infused into the organization Be sufficiently detailed as to give a clear guide to the expected behaviour of TCL Group employees Promote the Company as a desirable employer, a good corporate citizen, a preferred partner in business transactions, and a leader in setting and maintaining high ethical standards Safeguard the interests of the Company by providing employees with guidelines for ethical decision making in the conduct of the Company s business Provide an institutional environment that is internally consistent and a common framework for evaluating the decisions and behaviour of employees.
5 3. TCL GROUP BOARD POSITION ON ETIQUETTE, CORPORATE VALUES AND CONDUCT The ethical conduct and values of directors and executives will chart the course of corporate behaviour of the TCL Group. Accordingly, the common core values of the TCL Group include: Honesty and Integrity Fairness and Equity Mutual Respect and Support Accountability and Responsibility Trust and Transparency Teamwork 4. GENERAL STATEMENT OF BUSINESS PHILOSOPHY The commitment to excellence is fundamental to the philosophy of the TCL Group. Employees share a common set of objectives and benefit from the achievement of those objectives. They are also committed to the business principles of Customer Focus and Innovation, which together with our Core Values provide a guide for achieving our business goals in an open, honest, ethical and principled manner. One essential objective is a commitment to uphold ethical standards in all corporate activities with customers and suppliers of sound character and reputation. The TCL Group requires all employees to perform their work with dedication
6 and commitment and to not knowingly support any public or private organization that espouses discriminatory policies or practices and engages in illegal activities. The TCL Group policy is to comply with applicable laws, including, without limitations, laws relating to industrial relations and employment, discrimination, health, safety, competition and securities trading. No employee has the authority to violate any law or to direct another employee to violate any law on behalf of TCL Group. Each employee must comply with this Code and sign the appropriate acknowledgement form. Employees should direct any related questions to his or her immediate supervisor, a Human Resource representative, Head of Department or the Company Secretary. If an employee becomes aware that another employee has violated this Code or any applicable laws, rules or regulations, he or she must report the violation in accordance with procedures set forth below. TCL Group prohibits retaliation against an employee who, in good faith, reports a possible violation. Failure to comply with any of the provisions of this Code subjects the employee to disciplinary measures up to and including termination.
7 5. POLICIES AND PRACTICES 5.1 Conflicts of Interest A conflict of interest may arise in any situation in which an employee engages in any activity that detracts from or interferes with his or her full, loyal and timely performance of services to the TCL Group or has a financial or personal interest that might influence the employee s judgement on behalf of the TCL Group. All such conflicts should be avoided and employees must report any actual, potential or apparent conflicts to their Supervisor, a Human Resource representative, Head of Department or the Company Secretary. Those employees whose jobs are such that a conflict of interest situation may arise in the performance of their duties are required to sign a conflict of interest and confidentially statement as part of their terms and conditions of employment.
8 i. Acceptance of Gifts and Entertainment The TCL Group s aim is to deter givers of gifts from seeking or receiving special favors from its employees. Accepting any gift of more than nominal value or entertainment that is more than a routine social amenity can appear to be an attempt to influence the recipient into favoring a particular customer, vendor, consultant or other parties with whom TCL Group does business. To avoid the appearance of improper relations with current or prospective customers, vendors and consultants, TCL Group employees should report any such incidents to their supervisors. ii. Outside Activities No employee is to engage in any freelance activity or employment that will encroach on the time or attention, which should be devoted to the employee s duties for TCL Group; adversely affect the quality of work performed; compete with TCL Group s activities; imply sponsorship or support by TCL Group of the outside employment or organization; or adversely affect TCL Group s reputation. Employees who freelance or have supplemental employment may not use TCL Group s time, facilities, resources or supplies for such work.
9 Further, all employees are required to advise their Head of Department, General Manager or Human Resource Manager of any business or personal interest they, their spouse or family (persons residing in your household) may have or be engaged in that could be in competition or conflict with the TCL Group or provides goods or services to the TCL Group. Relatedly, Directors of all Subsidiaries or Parent Boards must advise the Subsidiary s Company Secretary or the Parent Board s Company Secretary of all boards on which they serve or those from, which they are resigning. iii. Corporate Opportunities Employees have a duty to advance TCL Group s legitimate interests when the opportunity to do so arises. They may not take personal advantage of opportunities that are discovered through the use of company property, information or position to advance their own personal or financial interests nor seek to influence decisions that further their own private interests.
10 5.2 Confidential Information and Company Property All equipment, supplies, and confidential information including all financial data, policies and procedures to which directors and employees have access in the course of their work are TCL Group s property and are provided for use in conducting TCL Group business. Employees must use such property responsibly and solely for business purposes. Although limited and reasonable personal use of a TCL Group telephone, computer or other equipment may be acceptable and understandable at times, this is a benefit that the TCL Group reserves the right to monitor and control and/or even curtail or terminate. i. Theft or Misuse of Property Any employee found to be engaging in, or attempting theft or misuse of any information or other property of the TCL Group or personal property of other employees will be subject to strict disciplinary action, up to and including termination. TCL also reserves the right to refer such matters to public authorities for possible criminal prosecution.
11 10 ii. Company Records Employees must prepare all TCL Group records to properly record its transactions, assets and liabilities, and must maintain and safeguard such reports and supporting documentation in accordance with TCL Group s policies and applicable legal and accounting requirements. Any employee who knowingly fails to record any fund or asset of TCL Group or who knowingly makes any improper or inaccurate entry on TCL Group s books and records will be subject to discipline, up to and including the possible termination of employment. Administrative and clerical employees are accordingly reminded that financial records of the company are legally required to be preserved for a period of not less than six (6) years. iii. , Voice Mail and the Internet All communications and information transmitted by, received from, created or stored in TCL Group s computer, telecommunications and information systems are confidential and form part of TCL Group s property. Every employee is responsible for using TCL Group s Systems properly and in accordance with the Group s policies. TCL Group will monitor employee usage of its systems for legitimate business purposes to prevent suspected illegal conduct or other misuse of the systems or to ensure that TCL Group is properly responding to its customers and other business contacts.
12 11 iv. Intellectual Property and Proprietary and Confidential Information Employees must safeguard TCL Group s financial information, proprietary information, trade secrets and intellectual property (including copyrights, trademarks and patents) in the same way that they must protect all other important TCL Group assets. Employees must hold, in the strictest confidence, information concerning pricing, sales, markets, logistics, products and services that are being developed, and other such trade secrets, including information pertaining to any prospective TCL Group acquisition. Employees must exercise reasonable prudence and care in dealing with such information in order to avoid inappropriate disclosure, and are not to use this type of information in any way other than as required in performing their employment duties. v. Insider Trading All material non-public information about the Group's affairs shall not be used by employees for their own gain, or for the gain of others, such as friends, relatives or other employees. Material non-public information, often called insider information is any information that would reasonably be expected to either affect the price of the Group s stock or be important to an investor in making an investment decision.
13 12 Individuals who are in possession of any such confidential information, which is not generally available to the public are prohibited from disclosing it to any unauthorized person, or using it as a basis for trading in the Group s securities or in the securities of any corporation for which the Group is contemplating acquisition. Such disclosure to any outside person or group can only be made after the information has been released to the public by an authorized representative of the Group. Disclosure of any inside information to any other employee should only be done on a need to know basis. All employees must also respect the confidential nature of any similar information concerning organizations with which the TCL Group has business dealings as a supplier, customer or competitor. In the event of any doubt, insiders should seek guidance from the Company Secretary as to the impact any particular information may have on the market price of the securities upon disclosure. vi. Solicitation and Distribution TCL Group property, equipment, facilities or physical resources may not be used for solicitation or distribution activities, which are not related to an employee s services to the TCL Group except for solicitation permitted by applicable labour laws and charitable activities that have been approved in writing in advance by TCL Group.
14 13 vii. Requests for Information by Lawyers, Government Agencies and Media Employees who are contacted by lawyers who do not represent the company, government agents, investigators or other third parties seeking any company information or documents concerning potential or actual litigation or investigations are to immediately notify the Company Secretary or the Group Human Resource Manager, whether or not the request relates to a matter involving the company. Immediate referral is critical when requests are made in the form of a summons, subpoena or other document legally requiring that an appearance be made or a response be given by a specified date. The company will assess the situation, advise employees and determine the appropriate response. viii. Political Involvement Employees who participate in the political process, express their views on legislative or political matters, engage in political activities and/or make personal political contributions must conduct such activities in their own time and at their own expense.
15 14 Employees who participate in political activities or make any public political statements must avoid any references to their affiliation with TCL Group or any of its subsidiaries and make clear that they are acting personally and not on behalf of the TCL Group. 5.3 Fraud and False Statements Employees must not defraud or attempt to defraud any customer, supplier, shareholder or other person with whom the TCL Group communicates or does business. In particular, employees must always make truthful statements, both verbally and in writing, about the Group s products, services and financial condition. Any employee found to be attempting fraud or engaging in fraud will be subject to strict disciplinary action, up to and including termination. The TCL Group also reserves the right to refer such matters to public authorities for possible criminal prosecution. 5.4 Competition and Antitrust Laws Strict compliance with competition and antitrust laws around the world is essential. These laws are very complex. Some types of conduct are always illegal under certain competition and antitrust laws. Employees and other representatives of the Group must avoid even the appearance of such conduct. Such conduct includes: agreements or joint actions between competitors regarding prices, bids, products or territory allocations or divisions; selection of
16 15 customers or suppliers; or limits on production, inventory or research and development; and agreements with customers or licenses regarding the minimum resale price at which they will sell TCL Group goods or services. If any employee has questions concerning a specific situation, he or she should contact the relevant legal department before taking action. Employees should also refer to more detailed antitrust and competitive law policies enforced for specific countries. 5.5 Bribery Bribery occurs when anyone offers, solicits, gives, receives or accepts anything of value in exchange for favorable treatment. It also occurs when a company secures an unfair advantage over its competitors through secret and corrupt dealing with prospective customers. Bribery is illegal and any TCL Group employee who participates in or condones a bribe or other unlawful payment, or attempts to participate in any such activity will be subject to strict disciplinary action, up to and including termination of employment. TCL Group also reserves the right to refer such matters to public authorities for possible criminal prosecution.
17 Relationships with Public Officials Many laws impose strict rules governing business relationships, contract negotiations and contract terms with government agencies and their officials. TCL Group employees engaged in business with a governmental body or agency must know and abide by those rules, violations of which may result in harsh penalties, suspension or disqualification from competing for government contracts, and even criminal prosecution. Employees must also conduct themselves in a manner that avoids any dealings that might be perceived as attempts to influence public officials in the performance of their official duties. 5.7 Contracting with Other Parties Employees may enter into agreements in accordance with the level of authorization given and communicated to them by their manager. Where employees have no level of authorization, they must not sign any agreement on behalf of TCL Group without the approval of the appropriate Department Head. Employees must also obtain the approval from the appropriate Department Head before terminating any agreement before it is due to expire.
18 Advertising and Promotional Activities False, misleading or deceptive advertising and related activities in the promotion and sale of products sold or offered by the company is prohibited. In addition, fair and accurate advertising and sales practices are critically important in preserving the company s goodwill and reputation with its customers and the general public. Employees involved in the preparation or publication of advertising must seek advice regarding any applicable laws and regulations to ensure compliance before disseminating advertising claims. 5.9 International Operations Laws and customs vary throughout the world, but all employees must uphold the integrity of the TCL Group internationally. When conducting business in other countries, it is imperative that employees comply with applicable laws Labour and Employment The TCL Group is an equal employment opportunity employer and it is fair and unbiased in its dealings. The details of the Group s Employment and Labour Relations are outlined in its Management Labour Relations Code approved by the HRC in 2000.
19 18 i. Placement of Spouses and other Relatives Family relationships shall not be used as a basis for granting or denying employment rights, privileges or benefits within the Group. Any relative of an employee hired by the Group must meet the normal recruitment and selection standards defined by the Group. However, for reasons of supervision, safety, security and morale, neither the spouse of an employee nor another family member of that employee or of his/her spouse may be employed under the direct supervision of the employee or in the same department as the employee. If this occurs, the Group will attempt to reassign one of them to an available position for which they are suitably qualified in order to eliminate any concerns. If no such positions are available, one of the employees will be required to resign his/her position with the Group Safety The TCL Group is committed to providing a safe workplace for all employees. In addition, there are laws and regulations that impose responsibility on TCL Group to promote safety and safeguard against health hazards. It is for those reasons, employees and other persons who are present at TCL Group facilities are required to follow all safety instructions and procedures that the TCL Group adopts.
20 19 If employees have any questions about possible health and safety hazards at any TCL Group facility, they should bring those questions to the attention of their supervisor as soon as possible The Environment The TCL Group recognizes that its businesses have an impact on the environment and is committed to ensuring that this impact is minimized or reduced where practicable. TCL Group seeks to ensure that the resources and materials used by their businesses are sustainable, are capable of being recycled and are used effectively with the minimum of waste; that where practicable, utilize technologies, materials and processes, which do not have an adverse impact on the environment and, where such impact is unavoidable, it is minimized, and that suppliers and contractors have the same objectives. 6. REPORTING SUSPECTED NON-COMPLIANCE (WHISTLE BLOWING) 6.1 Duty to Report All employees are obligated to promptly report any suspected violations of this Code or of applicable laws, rules or regulations by any TCL Group employee or manager regardless of the person s status or position within the Group. Reporting suspected violations of the Code or of the law is particularly important
21 20 because failure to report criminal activity can itself be considered a crime and may result in disciplinary action. The TCL Group prefers employees to identify themselves when reporting violations or suspected violations because this will better enable the Group to investigate the suspected wrongdoing. However, the Group recognizes that in some cases employees may feel it necessary to remain anonymous. In such instances, employees are still required to make the necessary report. Reportable complaints will include but are not limited to the following: commission of a criminal offence; failure to observe a legal obligation, or to comply with an instrument of governance; miscarriage of justice; endangering health, safety or the environment; administrative malpractice (financial or non-financial); professional malpractice (including, for instance, violation of intellectual property rights); improper conduct or unethical behaviour; suppression or concealment of any information relating to any of the above.
22 Reporting Procedures and Investigation First Report employees may lodge a first report verbally to the Human Resource Manager or Department Head who may subsequently require that the complaint be placed in writing so as to facilitate the investigative process. Second Report should an employee be dissatisfied that any action is not taken as a result of the first report, he/she must submit a written complaint report to the General Manager and copied to the Group Human Resource Manager. The GM can then launch a full-scale investigation utilizing all resources available to his office and shall seek the assistance of the Group HRM in the investigation proceedings. TCL Group will investigate all reports of suspected violations of law or the Code, including anonymous ones. Employees must cooperate in the investigation of reported violations. 6.3 Identity Protection The identity of any person making an allegation will be kept confidential until a formal investigation is launched. Thereafter, the identity of the person making the allegation will be kept confidential, if requested, unless this is incompatible with a fair investigation
23 22 (e.g. the need of the person(s) against whom the allegation is made to know the identity of his/her accuser) or unless there is an overriding reason for disclosure. Provided that the allegation has been made lawfully, without malice and in the public interest, the employment position of the person making it will not be adversely affected by reason of making the allegation. The TCL Group will not disclose the identity of anyone who reports a suspected violation or who participates in a related investigation unless the employee submitting the report authorizes such disclosure or such disclosure is required by law, regulation or legal process. 6.4 Safeguards Against Retaliation The TCL Group recognizes that members of staff may fear that their own position could be jeopardized if they raise a particular concern directly in one of these ways. No detrimental action of any kind will be taken against a person within the Group making a complaint of the nature described above, provided that it is done without malice and in good faith, reasonably believing it to be true. In addition,members of staff have statutory protection under the law. A malicious or vexatious complaint, however, could result in disciplinary action.
24 23 Any TCL Group employee responsible for reprisals against co-workers for reporting in good faith known or suspected violations of law or the Code, or for assisting in an investigation of such a violation, will be subject to disciplinary action, up to and including termination. Any employee who submits a report that he or she knows or suspects may be false will also be subject to disciplinary action and possible termination. 7. COMPLIANCE WITH THE CODE OF ETHICS AND BUSINESS CONDUCT All employees have a responsibility to understand and follow this Code. In addition, all employees are expected to perform their work in keeping with the Group s core business values in any areas not specifically addressed by this Code. A violation of this Code may result in appropriate disciplinary action including the possible summary termination from employment with the TCL Group without additional warning. This Code sets out general principles to guide employees in making ethical decisions, and they cannot and are not intended to address every specific situation. As such, nothing in this Code prohibits or restricts TCL Group from taking any disciplinary action on any matters pertaining to employee conduct, whether or not they are expressly discussed in this document.
25 24 8. TCL GROUP COMMITMENT Directors, executives, managers, officers and employees, are required to uphold this Code and such standards as are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; full, fair, accurate and timely reporting in TCL Group s periodic financial reports; compliance with governmental rules and regulations and consistent with the TCL Group Policy Framework on Corporate Governance. BOARD APPROVAL This revised policy was approved by the Parent Board at its meeting held on October 3, 2008 for immediate implementation within the TCL Group. It replaces the 1987 policy on conflicts of interest. Alan Nobie Company Secretary, TCL November 3, 2008
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