TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED PLOT No.1, BIDADI INDUSTRIAL AREA, P.O.BIDADI – 562 109, RAMANAGAR DISTRICT CODE OF ETHICS FOR THE TEAM MEMBERS Version Dt. Of Approval 1.0 1.1 30.07.99 21.06.01 TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED/CODE OF ETHICS Legal Department, TKM 1.2 31.03.07 1.3 1.07.2008 1 TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED/CODE OF ETHICS Legal Department, TKM 2 INDEX Article Subject Page Foreword 4 1 Introduction 5 2 Object/Purpose of the Code of Ethics 5 3 Company’s Vision 6 4 Company’s Mission 6 5 Guiding Principles at Toyota Kirloskar 7 6 Composition of Code of Ethics 7, 8 7 Basic Code Domestic & International Laws 8 8 Local Customs, Social Rules, Traditions 8, 9 To maintain Integrity 9 Specific Code Team Work & Good Working Environment 9 9 Contribute to Company 10 Safety & Health 10 Comply with working Regulations 11 Human Resource Development 12 Protecting Environment 12 Customer Satisfaction / Marketing Activity 13 Develop Technology & Engineering 13, 14 Protect Company’s Assets / Tangible & Intangible 14 In relation with Suppliers, Dealers, Financial Institutions, Service Providers etc 15,16,17 In relation with Government 17 In relation with the Shareholders & Stakeholders 18 8 TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED/CODE OF ETHICS Legal Department, TKM 3 FOREWORD Through constant communication and dialogue with the Company, the Team Members working for Toyota Kirloskar [TKM] strive to build and share fundamental value of “Mutual Trust and Mutual Responsibility”. TKM endeavours to improve its business achievements so that TKM can continue to provide conditions. employment and Simultaneously, fair TKM and stable promotes working a work environment in which each of us can work in harmonious and dynamic manner. In return, each of the Team Members at TKM adhere to and implement the ‘Code of Ethics’ and endeavour to fulfill his duties with utmost integrity, which will go a long way to build the Company as a good Corporate Citizen and enhance the business prospects of TKM and ultimately the prospects for Team Members. TKM aims to become the most valued, respected and trusted Company by its Customers and Society. It is therefore essential that each of one of us act, as remarked by the President, TMC, in a “steadfast, sure-footed and thorough” way and in accordance with common sense and good judgment. I therefore expect that each one at TKM to carefully read this Code of Ethics and implement the spirit within. Managing Director TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED/CODE OF ETHICS Legal Department, TKM 4 1 INTRODUCTION The Team Members, as they act and work, will form the activities of the Organization. The Character, Conduct and Attitudes of the Team Members will form the core of the business of the Organization and affects all aspects of the affairs of the Organization and Team Members themselves. It is, therefore, very essential that certain Business Ethics and Values, which fit in with the Organization’s Vision and Mission, guide the Team Members. 2 OBJECT / PURPOSE OF CODE OF ETHICS AT TKM a. Code of Ethics, basically comprising of Business Ethics and Values, aim at building a good Organization and Work Culture so as to be a good Corporate Citizen while achieving Company’s Vision and Mission. b. Guiding principles in running the affairs of the Organization in Decision-Making, Management and Work Culture. c. Provide a perspective for Selection, Induction, Development and Promotion of all Team Members. d. Assist the Team Members in handling dilemmas and contradictions in their work environment. e. Prevent occurrence of any incident that might undermine public trust in our company. TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED/CODE OF ETHICS Legal Department, TKM 5 3 COMPANY’S VISION 1) Delight our customers through innovative products, by utilising advanced technologies and services. 2) Ensure growth to become a major player in the Indian auto industry and contribute to the Indian economy by involving all stake holders. 3) Become the most admired and respected company in India by following the Toyota Way. 4) Be a core company in global Toyota operations. 4 COMPANY’S MISSION 1) Practice ethics and transparency in all our business operations. 2) Touch the heart of our customers by providing products and services of superior quality at a competitive price. 3) Cultivate a lean and flexible business model throughout the value chain by continuous improvement. 4) Lead the Toyota global operations for the emerging mass market. 5) Create a challenging workplace which promotes sense of pride, ownership, mutual trust and teamwork. 6) Create an eco-friendly company in harmony with nature and society. THROUGH THESE ACTIVITIES ESTABLISH SUPERIOR BRAND IMAGE IN INDIA. TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED/CODE OF ETHICS Legal Department, TKM 6 5 GUIDING PRINCIPLES AT TKM i To comply with domestic and international laws ii To respect local customs, social rules, traditions iii To maintain integrity iv To develop and practice Team Work v To be fair and transparent in all transactions vi To avoid conflict of interest vii To avoid indulgence in unfair trade practices and unlawful activities. viii To adhere to Safety and Health Policies & promote actively the Traffic Safety awareness. ix To protect and safeguard properties and environments and provide high quality products and services. 6 COMPOSITION OF CODE OF ETHICS a. The Code of Ethics for Team Members are generally of Two categories. The first, the Basic Code [Article 7] covering all Team Members, irrespective of the Divisions / Departments in which they work and the Second, the code of ethics covering their Specific Areas [Article 8]. Both the Codes are like two sides of the same coin and will collectively guide the activities of the Team Members at all times. TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED/CODE OF ETHICS Legal Department, TKM 7 b. TMs at all level at TKM are expected to carefully read and understand the Code of Ethics and implement the spirit within. TKM also formulated a Whistle Blower Policy, as an extension of this Code of Ethics. Any TM found to be violating any of the provisions/guidelines of this policy would be liable to disciplinary proceedings as per the policy of the company prevailing from time to time. c. The Code of Ethics are designed to govern the Team Members while discharging functions on behalf of the Organization. Yet it is desirable that all the Team Members will adhere to the Code of Ethics even in their activities falling outside the Organization. 7 BASIC CODE 7.1 To comply with domestic and international laws Team Members shall respect and obey the laws of the land and laws of the country they transact. Violation of law shall be strictly prohibited even if such violation is conducted for the sake of the Company or Customer. not be an excuse. Ignorance of law will Where in doubt, the Team Members should be transparent with the law enforcers and shall obtain legal guidance. [Guiding Principle 5(i)] 7.2 Be aware of local customs, social rules, tradition Team Members shall function in harmony with the local people. Team Members should respect the local customs, TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED/CODE OF ETHICS Legal Department, TKM 8 social rules and traditions of the society in which they function and shall act sensibly and with circumspection. All team members shall deal with the local people with due respect and cordially as the co-operation of local people (people who are in the village surrounding TKM) is an essential and key factor in ensuring success of the Project. [Guiding Principle 5(ii)] 7.3 To maintain integrity All Team Members shall maintain integrity in all their acts and deeds. They shall also not act in a manner affecting the image of the Company. [Guiding Principle 5(iii)] 8 SPECIFIC CODE 8.1 Team Work & Good Working Environment a. All Team Members shall develop and practice Team Work and good and effective communication. b. All the co-ordinated efforts at every level are essential to have an excellent Team Work. Team Work within different members, different teams, different groups, departments etc is essential to produce a Quality product at required time. c All Team Members shall maintain and promote cordial, healthy and constructive interactions with other team members with a view to accomplish the organizational goals. [Guiding Principle 5(iv) & 5(ix)] TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED/CODE OF ETHICS Legal Department, TKM 9 8.2 Contribute to Company All Team Members: a. Shall develop and practice Professionalism in each job area. b. Shall, to the best of their abilities and capabilities, endeavour to faithfully and diligently fulfill their duties and accomplish their goals, promptly and on schedule. c. Shall contribute to: Cost Reduction Activity and to Improve Profitability. d. Shall exercise good judgement in all their acts and deeds in the overall interests of the Company and, without being influenced by external or extraneous considerations. [Guiding Principle 5(iii),(v),(vii) & (ix)] 8.3 Safety & Health Team Members are the most important assets of the Company. Not only will the Company do all that is reasonably practicable to safeguard their well being but team members also have a responsibility for safety and health of themselves and others. All the activities by the team members will be done as per standardized procedure and must be planned keeping in mind safety to person, safety to equipment and safety to product. Maintaining health of all the Team Members is equally important as safety. Team Members shall therefore ensure safety and shall, at all times, adhere to the 5S or Workplace Organization, Safety and Health Policy of the Company. [Guiding Principle 5(viii)] TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED/CODE OF ETHICS Legal Department, TKM 10 8.4 Comply with Working Regulations All Team Members: a. Shall strictly adhere to and comply with all the applicable Labour Laws and Regulations, Rules, Standing Orders and Directions of the Company. b. Shall maintain fairness among themselves irrespective of caste, creed, colour, religion, sex or social status and shall not act in any discriminatory manner against any person in the team including in recruitment, appraisal, transfer, training etc. c. Shall have respect for all religion and caste. They shall not use the religion or caste in derogatory terms. The religious practices of each team member is completely a private affair. However every employee shall ensure such religious practices do not affect the work. They shall also not indulge in promoting any religion nor establish any form of worship (including installation of any religious Idols) at the Company Premises including sending e-mails and displaying photos of religious character/nature. d. Shall not indulge in any type of activities which shall be construed as Sexual Harassment. [Guiding Principle 5(i),(ii),(iii),(v)& (vii)] TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED/CODE OF ETHICS Legal Department, TKM 11 8.5 Human Resources Development a. Promote team spirit amongst the Team Members and adopt policies and practices conforming to the rules and regulations of the statutory authorities. b. Promote healthy policies to maximize human resources asset value at minimum cost. c. Fulfill the accountability to explain Human Resources Management Schemes / Policies / Rules / Judgment so that Team Members can understand the Company’s point of view. d. Listen to the Team Members concern / opinion so that company can understand the Team Members stand point or point of view. e. Maintain / Improve Team Members quality of life from mid to long term point of view. [Guiding Principle 5(iii) & (iv)] 8.6 Protecting Environment Team Members shall be aware of , and practice and comply with at all times the Environmental Policy of the Company. Also Team Members activities must be planned in such a way that total environment inside and outside the work place should be protected as per company’s Environment Management System. [Guiding Principle 5(ix)] TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED/CODE OF ETHICS Legal Department, TKM 12 8.7 Customer Satisfaction / Marketing Activity Team Members: a. Based on a “Customer First” philosophy, Team Members shall always grasp the need of Customers and take action to satisfy Customers’ requirement. b. Will always give fair, timely and accurate response to Customers and Dealers. c. Shall be fair in all their dealings with the customers and dealers. d. Shall not indulge in any unfair trade practices and shall maintain a high level of integrity and reputation in conforming to trade practices within the ambit of law of the land. e. Shall not indulge in any sort of cartels with the competitors or price negotiations with the competitors while participating in any bids / tenders. f. Shall not publish or cause to publish materials or advertisements with false or exaggerated claims. [Guiding Principle 5(v),(vi) & (vii)] 8.8 Develop Technology & Engineering We want our Company to be a Leader in our product range and hence all the Team Members from manufacturing area must know, understand and use the Top Class Technology and Engineering knowledge. TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED/CODE OF ETHICS Legal Department, TKM 13 Team Members shall create and develop advanced technologies and provide outstanding products and services that fulfill the needs of customers. Team Members shall conform to all standards of Quality and shall dedicate to provide clean and safe products and enhance the quality of life everywhere. [Guiding Principle 5(ix)] 8.9 Protect Company’s Assets / Tangible & Intangible a. Team Members shall maintain strict confidentiality on all matters of the Company like Technical, Cost, Finance, Vendors Development etc. b. Confidentiality of business and knowledge acquired through business shall be strictly kept in an appropriate manner even in company and even after team members terminate employment relations with the company. c. Team Members shall take care and protect the assets of the Company in general and shall be specifically responsible for those assets of the company entrusted in their custody. [Guiding Principle 5(iii), (v), (vi) & (ix)] TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED/CODE OF ETHICS Legal Department, TKM 14 8.10 In relation with Suppliers, Institutions, Service Providers etc. 1 Dealers, Financial To practice fair transaction All Team Members: a. Shall comply with all contractual obligations of the Company in all transactions with outsiders, Customer, Dealer, Supplier, Service Provider etc. b. Shall adopt an Open-Door Policy and be fair, transparent and have sincere attitude towards transactions with Suppliers, Contractors and Service Providers as equal partners of business and make effort to establish mutual trust for a long term business relations. c. Shall make sourcing and pricing decisions on a fair competition basis taking into consideration all aspects of the matter concerning Quality, Cost and Delivery. Team Members shall keep in mind that a mutual benefit and a long term business relation with the company and its suppliers can be enjoyed only as a result of the decisions which are right and really competitive. d. Shall get to mutually agree with Suppliers on a logical basis when making a discussion and entering into an agreement with them. e. Shall make every effort to effect purchases at the most possible competitive price, without compromise on the quality and the specifications desired by the User Divisions / Departments. [Guiding Principle 5(iii),(v),(vi),(vii) & (ix)] TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED/CODE OF ETHICS Legal Department, TKM 15 2. To avoid conflict of interest All Team Members shall take care to ensure that conflict of interest, if any arising out of factors like having a business interest in another organization, hiring the services of friends and relatives, doing business with friends and relatives, insider trading etc, will not affect the interests of the Company in any way and where such interests are involved, they shall make proper disclosure promptly to the Management. [Guiding Principle 5(viii)] 3. To ensure conformance of Law / Regulations Team Members: a. Shall effect purchases of goods / services only after due conformance to internal regulations as well as all applicable statutory laws like those relating to Entry Tax, Sales Tax, Customs, Excise, RBI Regulations. b. Shall not do business with those who do not conform to the applicable statutory laws like those relating to Child Labour, Environment, Tax, Customs etc. if such non- conformances come to the notice / knowledge of the Company. 4 Prohibit Personal Favour Team Members: a. Shall not ask Suppliers / Dealers for any personal favour / gift. TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED/CODE OF ETHICS Legal Department, TKM 16 b. Shall not gain any personal profit, either by virtue of information available to him or by any authority vested in him by the Company. Will refrain from taking any advantage of the policies of the Company in terms of accepting any gifts etc from the supplier, dealer or customer for giving / granting any official favour. However, in line with good business practice, it is permissible for a team member to occasionally accept Dinner / Lunch invitation or a corporate momento but shall report the same to his Superiors. [Guiding Principle 5(iii),(v) & (vii)] 8.11 In relation with Government 1 Team Members shall deal with the Government Authorities and Public Servants with due respect, shall extend co-operation to, and maintain cordial relations with, the Government Authorities, Central / State / Municipal Corporations / Local Panchayats etc. 2 Team Members are required to transact with the Government officials in fair and transparent manner. 3 Team Members are strictly prohibited from offering any undue monetary or benefit convertible in money on behalf of the company to any Government Authorities. However, providing company vehicle or occasional entertainment or occasional Corporate gift befitting the occasion, is permitted but shall report the same to his Superiors. [Guiding Principle 5(i),(v) & (vii)] TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED/CODE OF ETHICS Legal Department, TKM 17 8.12 In relation with the Shareholders & Stakeholders 1 To fulfill its accountability fully. 2 To make timely and proper disclosure 3 To make efforts to maximize shareholders’ interest. 4 To build positive relationships with stakeholders through open and fair communication. 5 To actively promote Traffic Safety awareness. 6 To maintain high moral standards and participate in the creation of a safe society. actively [Guiding Principle 5(i),(iii),(v),(vi),(vii),(viii) & (ix)] Version Dt. Of Approval 1.0 1.1 30.07.99 21.06.01 TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED/CODE OF ETHICS Legal Department, TKM 1.2 1.3 31.03.07 01.07.2008 18 TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED/CODE OF ETHICS Legal Department, TKM 19 TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED/CODE OF ETHICS Legal Department, TKM 20