IOT Infrastructure & Energy Services Limited STRICTLY FOR INTERNAL CIRCULATION. Mail:info:@oiltanking.com Web:

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1 IOT Infrastructure & Energy Services Limited Web: COPYRIGHT IOT INFRASTRUCTURE & ENERGY SERVICES LIMITED No part or excerpts to be used without permission of IOT Infrastructure & Energy Services Limited Printed & published by Corporate Communication Department on behalf of IOT s HR Department STRICTLY FOR INTERNAL CIRCULATION

2 Contents Message from Managing Director Dear colleagues, Message from Managing Director... 3 Business & Finance Legal Compliance Fair Competition Accounting and Financial Reporting Intellectual Property... 6 Safeguarding Health, Safety, Security & Environment Product Responsibility Use of Corporate Resources Confidentiality... 9 Integrity National Interest Ethical Conduct Gifts, Donations & Entertainment Conflict of Interest Public Representation Third Party Representation Political Non-alignment People Discrimination Sexual Harassment Equal Opportunity Social Responsibility Labour Standards Compliance with the Code As you know, our company has grown rapidly since inception, first in India and now globally leveraging the valuable support of our two parent companies, M&B/OT and IOC. We will continue to do so in line with domestic and international opportunities, and our deepening mix of distinctive competences. We are also adequately diversified. We are the leaders in India in Terminalling. We are increasingly recognised as a significant player in EPC. We are in the process of further globalising our Upstream Business. We have just entered Renewable Energy. This basket of four businesses will provide us immense scope for growth and profitability. Our track record and promise have earned us a good standing as a reliable business partner with competent and committed people. The sustained high growth of our company will require the induction of new people every year. We not only need to retain and practice the core values, which have helped us achieve this exponential growth, but also induct all incoming employees into our culture. This Code of Conduct will be a valuable tool to achieve both these aims of our organisational culture. The four core areas and the twenty sets of practice standards, under them, have evolved over the years. This Guidebook is mostly a compilation of our existing good practices. The Code applies to all employees, starting from me and my senior management colleagues. At every level, the senior should be a role model to her/his juniors and peers in awareness and understanding the visible practice of our Code. The Code is an enabling document, to ensure mature self-control by each employee, to do the right thing, at all times. These are the minimal standards we must uphold to protect our reputation and ensure business growth and continuity. The principles of the Code are for ensuring fair dealings with all stakeholders. They should get retained in our decisions, big and small, and our day to day activities. Please read the Code thoroughly; retain; and keep referring to it, until it becomes your natural, automatic behaviour. We, together, as the Human Resources of the company, constitute its most valuable asset. Let our principled behaviour, as per the Code, continue to contribute to the high performance of the company. Decision Making Guide Responsibility & Violations Whistle Blower Policy Jayanta Bhuyan Managing Director 2 IOT Code Of Conduct IOT Code Of Conduct 3

3 >BUSINESS & FINANCE 1 Business & Finance Legal Compliance IOT operates globally. Consequently, the Group must take care that all employees comply with local, national and international laws, rules and regulations as well as in-house directives at all times. The management will ensure that all actions are not only guided by good judgment and common sense but also grounded on regulatory compliance. When in doubt, employees are asked to consult their superior or a quali- Legal Compliance fied expert, like the legal department or an external legal advisor, so that any potential harm and liability is averted. The managers have to Fair Competition be familiar with the basic laws, rules and regulations that are relevant to their area of responsibility. In case any rules conflict with each other, Accounting and Financial Reporting Intellectual Property employees are generally advised to follow the stricter one. 2 Fair Competition IOT pledges that all business transactions will be conducted in a fair and transparent manner. The Group will not engage in any unlawful market agreements or other forms of market manipulation nor shall the Group conduct any form of unfair and unethical trade. IOT will not disclose or share any sensitive information with others for the purpose of impeding fair competition. It is the management s responsibility to maintain equal and fair terms with all parties that the Group does business with. At no time whatsoever will IOT use dishonest or unlawful means to gain an advantage over others. All actions are grounded on the principles of honesty, trust and openness. 4 IOT Code Of Conduct IOT Code Of Conduct 5

4 >BUSINESS & FINANCE 3 Safeguarding Accounting & Financial Reporting All employees must act in the best interest of the Group and strictly within the authorisation frame granted to them. All entries made for accounting or reporting purposes must accurately reflect each transaction without containing misleading information. IOT Group will ensure that all accounting documents are full, fair, accurate, timely, traceable to the transaction and understandable. The Group will use appropriate procedures to attest the truth, fairness, and completeness of our financial reporting and all related statements. All relevant files and documents, whether in electronic or paper form, will be securely retained as stipulated by local law, or as required by the Group, whichever is longer. 4 Health, Safety, Security & Environment Product Responsibility Use of Corporate Resources Confidentiality Intellectual Property IOT s ideas and knowledge represent valuable assets that contribute to the competitiveness and profitability of the organisation. Consequently, all employees will ensure that this intellectual property is safeguarded and unauthorised parties will not be allowed to gain access to it. Conversely, the Group will only utilise third-party intellectual properties, including patents, copyrights and trademarks after the Group has properly secured the rights to use them. 6 IOT Code Of Conduct IOT Code Of Conduct 7

5 > SAFEGUARDING > SAFEGUARDING 5 7 Health, Safety, Security & Environment Use of Corporate Resources It is IOT s belief that the protection of human life has the highest priority in everything that the organisation does. It is the Group s duty to create safe and healthy workplaces and provide appropriate protective equipment for all employees and contractors to prevent accidents, injuries and occupational illness. IOT will conduct its activities in an ecologically responsible manner. It is the Group s endeavour to use energy and natural resources efficiently and to avoid environmental pollution. The Group is responsible for the security of its facilities and offices. To avoid security threats, every employee is required to report any unauthorised access or other security incidents immediately. IOT will protect its assets whether tangible or intangible and ensure their responsible and efficient use. It is a matter of course that all Group assets are used for legitimate business purposes only. Employees shall not make improper personal, illegal or unauthorised use of company resources and equipment. All employees will ensure appropriate security practices to protect IT systems in line with internal guidelines. The Group will strive to improve the financial well-being of the organisation and its shareholders. IOT will seek to achieve its business goals by following the most cost-effective route. Nonetheless, all such considerations must be in line with the Group s standards for safety and quality. 6 Product Responsibility 8 Confidentiality Our products and services are subject to high safety standards. IOT strives to avoid risk to people and environment, loss of value or damage to property resulting from our products. In the unlikely event that danger arises from products under IOT s control, the Group will make its best efforts to immediately act to identify and eliminate the threats. IOT will be prepared for a quick and efficient response to emergency situations to minimise the potential impact of incidents should they occur. IOT will comply with all legislative and regulatory requirements on product labeling and conduct strict quality controls. Safety Data Sheets with all necessary information about the products will be provided to customers. Corporate information is an important asset which must be safeguarded from unauthorised access. It is not permissible to disclose any confidential information to third parties either directly or indirectly relating to any impending business transaction or other internal issue. No employee, including friends or relatives shall derive any private benefit from the use of confidential information. In general, information is regarded as confidential if it has not been published or if it has not otherwise been made available to the public. All employees are responsible for their decision to pass on information. Loss or theft of company information has to be reported immediately. The use of insider information for the purpose of trading or other dealing is strictly prohibited. All external parties with temporary access to the organisation will be notified about the necessity to keep matters confidential, and will be closely monitored to ensure that sensitive information is only shared as needed. 8 IOT Code Of Conduct IOT Code Of Conduct 9

6 > INTEGRITY Integrity Integrity 9 National Interest The IOT group is committed to benefit the economic development of the countries in which it operates National Interest Ethical Conduct Gifts, Donations & Entertainment Conflict of Interest Public Representation Third Party Representation Political Non-alignment 10 The IOT group s management practices and business conduct shall benefit the country in which it operates, to the extent possible and affordable, and shall be in accordance with the laws of the land. Any IOT company, in the course of its business activities, shall respect the culture, customs and traditions of each country and region in which it operates. It shall conform to trade procedures, including licensing, documentation and other necessary formalities, as applicable. Ethical Conduct Every employee of the IOT group, including full-time directors and the chief executive, shall exhibit culturally appropriate deportment in the countries they operate in, and deal on behalf of the company with professionalism, honesty and integrity, while conforming to high moral and ethical standards. Such conduct shall be fair and transparent and be perceived to be so by third parties. Every employee shall be responsible for the implementation of and compliance with the Code in her/his environment. Failure to adhere to the Code could attract severe consequences, including termination of employment. 10 IOT Code Of Conduct IOT Code Of Conduct 11

7 > INTEGRITY > INTEGRITY Gifts,Donations & Entertainment The IOT group and its employees shall neither receive nor offer or make, directly or indirectly; any illegal payments, remuneration, gifts, donations or comparable benefits that are intended, or perceived, to obtain uncompetitive favours for the conduct of its business. The group shall cooperate with governmental authorities in efforts to eliminate all forms of bribery, fraud and corruption. However, the IOT group and its employees may, with full disclosure, accept and offer nominal gifts, provided such gifts are customarily given and / or are of a commemorative nature. If the return of the gift is considered offensive or inappropriate, it may be accepted and passed on to the organisation for further disposition (e.g charitable purpose). All employees should take due care and use common sense when engaged in entertainment with business partners. All forms of business entertainment provided and received should be occasional, modest and intended to serve legitimate business goals only. Conflict of Interest Employees should always act in the best interest of IOT. No employee should engage in any activity or have a personal interest that interferes with the interest of the company. It is imperative that we perform our duties honestly, objectively and effectively Public Representation The IOT group honours the information requirements of the public. In all its public appearances, with respect to disclosing company and business information to public constituencies such as the media, the financial community, employees, agents, franchisees, dealers, distributors and importers, an IOT company or the IOT Group shall be represented only by specifically authorised directors and employees. It shall be the sole responsibility of these authorised representatives to disclose information about the company or the group. Third Party Representation Parties which have business dealings with the IOT Group but are not members of the Group, such as consultants, agents, sales representatives, distributors, channel partners, contractors and suppliers, shall not be authorised to represent an IOT company without the written permission of the IOT company, and / or if their business conduct and ethics are known to be inconsistent with the Code. Third parties and their employees are expected to abide by the Code in their interaction with, and on behalf of an IOT company. IOT Group companies are encouraged to sign a non-disclosure agreement with third parties to support confidentiality of information. Outside employment and affiliations can create a conflict of interest. Any activity (e.g. having a second job, providing consultancy, serving as a director) for a third-party organisation that is a competitor, customer or supplier of goods or services of the Group is not permissible. Substantial investment in one of the above parties requires a written approval of local management. A family or personal relationship should not influence any business decision made. No employee should misuse her/his position in the company for private interests; whether financial or otherwise. 12 IOT Code Of Conduct IOT Code Of Conduct 13

8 > INTEGRITY 15 Political Non-alignment The IOT Group shall be committed to and support the constitution and governance systems of the country in which it operates. People The IOT Group shall not support any specific political party or candidate for political office. The company s conduct shall preclude any activity that could be interpreted as mutual dependence / favour with any political body or person, and shall not offer or give any company funds or property as donations to any political party, candidate or campaign. The Group allows its employees to participate in social or political activities. However, such activities should not interfere with the Group s work and must occur at employees own time and expense. In addition, the employee s relationship with the Group should never play any role in these activities. This is especially important in cases where an employee voices any personal opinion in the public domain. IOT will not tolerate any behaviour which is aimed at tarnishing any Group company s reputation Discrimination Sexual Harassment Equal Opportunity Social Responsibility Labour Standards 14 IOT Code Of Conduct IOT Code Of Conduct 15

9 > PEOPLE > PEOPLE Discrimination Equal Opportunity IOT is considerate of its employees and other stakeholders and treats them with dignity and respect. The work and creativity of its employees is one of its most important assets. For these reasons the Group must develop a working environment of mutual trust, in which all employees interact with others in a fair, respectful, courteous and open manner. IOT promotes equal opportunity and diversity, which are valued as important aspects to its success. Every employee has an equal opportunity to develop her/his skills and talents. The Group provides training and job specific education to all employees supported by internal standards, procedures and instructions. The Group is further committed to maintaining a work environment that is free from discrimination and harassment. It is not permissible to discriminate against any person because of ethnic origin, race, nationality, religion, gender, age, disabilities, sexual orientation or other reasons. IOT will ensure that employment-related decisions such as hiring, evaluation, compensation and termination are solely based on qualifications, performance and other job related factors of the applicants Sexual Harassment No employee at IOT shall be subjected to sexual harassment including unwelcome sexually determined behaviour, physical contact, advances, sexually coloured remarks, showing pornography, sexual demand, request for sexual favours or any other unwelcome conduct of sexual nature whether verbal, textual, physical, graphic or electronic or by any other actions, which may include: Social Responsibility IOT s actions should not only be in the interest of the organisation but also in the interest of society. The Group will engage in open and transparent dialogue and consultation with communities and other representatives of civil society which have a legitimate interest in our operations. IOT will respect the fundamental rights of every human being and will not violate the privacy of its employees. (i) Implied or overt promise of preferential treatment in employment; or (ii) Implied or overt threat of detrimental treatment in employment; or (iii) Implied or overt threat about the present or future employment status; (iv) Conduct which interferes with work or creates an intimidating or offensive or hostile work environment; or Every employee is responsible for ensuring that human rights and basic social standards are adhered to. We will take due precaution that all business activities are weighed in terms of their potential effect on society; no matter where the Group does business. (v) Humiliating conduct constituting health and safety problems. 16 IOT Code Of Conduct IOT Code Of Conduct 17

10 > PEOPLE 20 Labour Standards IOT will provide its employees with a decent and professional work environment and a fair compensation. We will also comply with the standards of the International Labour Organisation. Child and forced labour is not tolerated. The employment age shall not be less than the age of completion of compulsory schooling and shall by no means be lower than 18 years. Employment shall be freely chosen and employment relationships shall be established on the basis of employment forms recognised through national law and practice. Employees are strictly prohibited from working when their performance is influenced by alcohol, other drugs or medications, whether improperly used or otherwise impeding performance. Compliance with the Code Decision Making Guide Responsibility & Violations Whistle Blower Policy 18 IOT Code Of Conduct IOT Code Of Conduct 19

11 > COMPLIANCE WITH THE CODE > COMPLIANCE WITH THE CODE Decision Making Guide In the daily work often decisions have to be made whether certain actions are appropriate. In order to take the right decisions ensure that : All actions are in accordance with the law and all Group mandates, regulations and policies Operations are safe and not endangering people or the environ- ment The Group s reputation is protected Actions are in the best interest of the Group Colleagues are neither discriminated against nor disadvantaged All actions are taken responsibly towards our surrounding commu- nity The Group s behaviour would be viewed as acceptable when judged by others In case an employee is in doubt whether her/his action is in line with these principles she/he is asked to discuss the matter openly within her/ his organisation. It is better to ask than to face the consequences of a wrong decision. Responsibility & Violations If an employee becomes aware of any violation of this Code or any other law or regulation, it is her/his responsibility to promptly report the matter. Normally, this should be done to her/his Superiors. Should such reporting not be appropriate or effective the Ethics Compliance Authority, specified under the Whistle Blower Policy should be contacted. Whistle Blower Policy Objective The Listing Agreement prescribes the following non-mandatory Corporate Governance guidelines: The Company may establish a mechanism for employees to report to management, concerns about the unethical behaviour, actual or suspected fraud or violation of the company s code of conduct or ethics policy. This mechanism could also provide for adequate safeguards against victimization of employees, who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. Once established, the existence of the mechanism may be approtriately communicated within the organization. In pursuance with the above objective, the prescribed Code of Conduct and the best practices of the Corporate Governance, the Board of Directors of the Company has decided to frame a Whistle Blower Policy to ensure greater transparency in all aspects of the Companies zunctioning, by formulating a procedure for persons to bring to the attention of the Company, incidents of violation of Code of Conduct and improper activities without fear of victimisation. 20 IOT Code Of Conduct IOT Code Of Conduct 21

12 > COMPLIANCE WITH THE CODE > COMPLIANCE WITH THE CODE Definitions In this policy unless repugnant to the subject or context of its usage, the following expression shall carry meanings here under assigned to them, namely: a. Audit Committee means the Audit Committee constituted by the Board of Directors of the Company in accordance with Section 292A of the Companies Act, 1956 read with Clause 49 of the Listing Agreements with the Stock Exchanges. b. Bonafide Complaint A complaint shall be deemed to be bona fide unless it is found to be motivated. c. Complaint means an expression of an improper activity of any employee or group of employees of the company made by a complainant in writing in conformity with this policy. d. Complainant means an employee of the Company who has made a complaint. e. Company means IOT Infrastructure & Energy Services Ltd f. Ethics Compliance Authority means individuals nominated to receive and investigate the complaints. g. Improper Activity means any activity by an employee of the Company that is in violation of any law or the Code of Conduct of the Company. h. Investigate with its grammatical variation means the investigation of complaint conducted by an investigative machinery pursuant to this policy. i. Investigative Machinery means any department concerned with subject matter of complaint or internal vigilance department. j. Motivated complaint A complaint shall be deemed to be motivated if it is found to be deliberately false or motivated by revenge, enmity or mischief or other extraneous considerations. k. Policy means this Whistle Blower Policy. l. Protected Disclosure means a bonafide complaint of improper activity. Complaint Procedure a) A complaint shall be in writing, signed by the complainant and shall bear the identity of the complainant. Anonymous or pseudonymous complaints shall not be entertained. b) The complainant is expected to have knowledge of the facts on which the complaint is based and must, therefore, disclose sufficient facts about the existence of improper activity by an employee of the company in the complaint. Ethics Compliance Authority The complaints can be sent to any one of the following in writing through normal mail or (secured mail): Mr. M A Pathan K-80, Hauz Khas Enclave, New Delhi eca.map@iotinfraenergy.com Mr. P Sugavanam 119, Block-A, SMR Vinay Cascades, Thimmarayappa Garden, 3rd Main, 11th Cross, Shivanand Nagar Bangalore eca.ps@iotinfraenergy.com Mr. Jayanta Bhuyan Managing Director IOT Infrastructure & Energy Services Ltd., 103 Spectra, Hiranandani Business Park, Powai, Mumbai eca.jb@iotinfraenergy.com m. Suspected employee means an employee against or in relation to whom a protected disclosure has been made or evidence gathered during the course of investigation. 22 IOT Code Of Conduct IOT Code Of Conduct 23

13 > COMPLIANCE WITH THE CODE > COMPLIANCE WITH THE CODE Investigation a) The Ethics Compliance Authority shall determine whether the circumstances warrant an investigation into the complaint in the case. If the Ethics Compliance Authority determines that an investigation is warranted, reason(s) for such determination shall be recorded in writing. b) If the Ethics Compliance Authority is prima facie satisfied that the complaint warrants investigation of the alleged improper activity, the Ethics Compliance Authority will direct appropriate investigating machinery of the Company to investigate the complaint. c) The investigation shall be fair and objective and shall be undertaken by a person or persons who has no conflict of interest either with the complainant or the suspected employee(s). d) All employees of the company, are duty bound to co-operate with the investigators to the extent that their cooperation will not compromise self-incrimination protection afforded under the law. e) The suspected employee will normally be informed of the allegations at the outset of a formal investigation, and will have an opportunity for inputs during investigation. Confidentiality & Protection A complainant of the protected disclosure shall be entitled to the following protections: a) To the extent possible within the limitations of the law and requirements of the investigation, the identity of the complainant shall be kept confidential by the Ethics Compliance Authority, and shall not be disclosed unless such disclosure is necessary for proper investigation. Any such disclosure, if made, for the purpose of a proper investigation shall carry with it caveat of secrecy and non-disclosure by the recipient, so that any further unauthorised disclosure by such person of the identity of the complainant shall constitute a breach of the Code of Conduct, applicable to such person. b) Protection of the complainant against victimisation. Similarly, confidentiality of identity of the suspected employee(s) under investigation shall be maintained within the same limitations. The complainant will be entitled to the information on the disposition of the complaint in absence of the over-riding legal or public interest against such disclosure. f) The suspected employee will not be entitled to any form of representation, including legal representation, during the investigation. g) The investigation shall be completed within 30 (thirty) days or such extended period as the Ethics Compliance Authority may permit for reasons to be recorded. The period fixed for the investigation is the essence, since actions, if any, to be taken on complaint will depend on investigation, and speedy action is the essence of this policy. h) The investigator(s) will submit a report on the investigation to the Ethics Compliance Authority, which shall mark the completion of the investigation, unless the Ethics Compliance Authority requires any further investigation into any specific charge(s) or aspect(s), in which event the Ethics Compliance Authority will specify the charge(s) or aspect(s) on which investigation is to be undertaken, and will fix the time within which the further investigation will be completed. i) Suspected employee(s) will have the right to be informed of the outcome of the investigation. 24 IOT Code Of Conduct IOT Code Of Conduct 25

14 > COMPLIANCE WITH THE CODE > COMPLIANCE WITH THE CODE Action Review a) If the Ethics Compliance Authority is of opinion that the investigation discloses the existence of improper activity which is an offence punishable by law, the Ethics Compliance Authority may direct the concerned authority to report the offence(s) to the appropriate law enforcement agency for investigation and/or action. a) The Ethics Compliance Authority shall submit the report of the complaint, of the investigation conducted, and of the action taken to the Board of Directors of the Company, who shall have power to review any action or decision taken by the Ethics Compliance Authority. b) If the Ethics Compliance Authority is of the opinion that the investigation discloses the existence of improper activity which warrants disciplinary action against suspected employee(s) or any other person(s), then Ethics Compliance Authority shall report the matter to the concerned disciplinary authority for appropriate disciplinary action. b) All employees of the Company shall abide by, obey and be bound to implement any decision taken or direction given by the Company under pursuant of this policy. c) If the Ethics Compliance Authority is satisfied that the complaint is false, motivated or vexatious, the Ethics Compliance Authority may report the matter to the concerned disciplinary authority for appropriate disciplinary action against the complainant. d) The Ethics Complaince Authority shall take such other remedial actions as deemed fit to remedy the improper activity mentioned in the complaint or to prevent the re-occurrence of the improper activity. e) If the Ethics Compliance Authority is of opinion that the investigation discloses that no further action on the complaint is warranted, she/he shall so record in writing and also inform the complainant in writing. 26 IOT Code Of Conduct IOT Code Of Conduct 27