Trewinia’s overwhelming success in the business world directly resonates with its principles of integrity in dealing with customers, suppliers, employees and governments. In order to be valued, there must be mutual trust. The highest order of ethical conduct has and continues to be the very foundation of our business. The underlying statement of business philosophy and objectives applies to all facets of Trewinia’s mode of operation.
Adherence to this Code is the first priority of each member of the Management, whether officer or employee (individually, a “Trewinia Person”; collectively, “Trewinia Personnel”) and is a condition of continued service in the organization. It needs to be mentioned that every director, officer and employee is to comply with this Code, to raise queries when in doubt about the best course of action, and to report possible misconduct as soon as possible after becoming aware of it. Unless a particular provision of this Code directs otherwise, employees are to raise questions with their supervisor, the Human Resources Department, or the Management Office.
Information about how to report possible misconduct is mentioned under “Compliance” below.
Moreover, there are specific policies and procedures that apply when dealing with financial matters, proprietary information, and employment and other issues. TREWINIA Personnel are to familiarize themselves with these policies and detailed guidelines as well, all of which are explained in TREWINIA’s Policies & Procedures Manual. When we refer to “TREWINIA” below, we are referring to TREWINIA and all its subsidiaries collectively.
Due compliance with appropriate laws
It is TREWINIA’s policy to conduct its business in accordance with all applicable laws, rules and regulations wherever TREWINIA does business. TREWINIA expects all TREWINIA Personnel to carry out their responsibilities on behalf of TREWINIA in accordance with the law and to refrain from any illegal misconduct. No individual is expected to know the details of all applicable laws, but individuals have an obligation to be knowledgeable about specific laws, rules and regulations that apply to their areas of responsibility. To the extent that provisions of local law are more restrictive than this Code, TREWINIA Personnel are to follow the more holistic provisions. To the extent any provision of this Code is expressly prohibited by the laws of a particular jurisdiction in which TREWINIA does business, the laws of that jurisdiction will prevail within that jurisdiction. Individuals who have questions about whether particular circumstances may involve illegal conduct, or about specific laws that may apply to their activities, are to contact the HR Department.
Probity and Secrecy of Assets and Information
Confidential Information –
TREWINIA assets are more than mere physical assets and equipment. Since we are a knowledge company, these include technology and concepts, valuable ideas, trade secrets, business and product plans, as well as other information about our organization. TREWINIA Personnel have a responsibility to protect the confidentiality of all information they receive, from whatever source, while employees or Management of TREWINIA. This includes information received from or relating to third parties with which TREWINIA has or is contemplating a relationship, such as suppliers, customers or affiliates. All TREWINIA Personnel must protect the confidentiality of critical information, use this information only for business purposes, and limit the dissemination of such information to those (both inside and outside TREWINIA) who have a need to know the information for business purposes. Confidential information received from third parties needs to be used only for the particular purpose for which it was disclosed and handled according to the terms of any applicable non -disclosure agreement.
Guidelines for Protection and Proper Use of Company Assets –
TREWINIA Personnel have a responsibility to protect TREWINIA’s assets from damage, destruction, theft or unauthorized use if any.
- Exact Reporting and Public Disclosure – Our integrity as a company depends upon the morality of each TREWINIA Person. As a result, it is imperative that all reports of any kind (including customer billing, time reported, expense reports, hours worked, sales reports, graphic analysis etc.) be completed accurately and honestly. Dishonesty or intentional inaccuracy in reporting expenses or hours worked is not only a sheer violation of TREWINIA policy but it is also illegal and unethical. Additional information about the responsibility to keep accurate books and records is set forth under “Guidelines for Business and Accounting Practices” below.
- TREWINIA Personnel are responsible for the exact reporting of financial information within their respective areas of responsibility and for the timely notification to the team leader responsible for their organization of significant work, trends and other financial or non-financial information that may be material to TREWINIA. Reports and documents that TREWINIA files with or furnishes to any statutory body, and other public communications, should contain full, fair, exact, timely and comprehensive information.
- Projections of future performance are to be provided only by senior management committees. All inquiries pertaining to securities or financial analysts or brokers involving requests for specific or detailed company information are to be directed to the Chief Executive Officer of the company.
- Employee Annexure – TREWINIA only collects, uses and maintains employee information that is required for business or other requisite reasons. TREWINIA provides employees access to their personnel files at any time. TREWINIA does not release employee information without the approval of the employee affected except to verify employment or to satisfy legitimate investigatory or other legal information.
An Ethical dilemma or conflict of interest is any activity or interest that is inconsistent with or opposed to, or appears to be inconsistent with or opposed to, the best interests of TREWINIA or its policies. This may include an activity or interest of a relative or an organization with which a TREWINIA Person has a significant relationship.
The following are examples of conflicts of interest to be avoided under all circumstances;
- Interests relating to Other Businesses – Circumstances in which TREWINIA Personnel have a direct or indirect financial interest in a transaction to which TREWINIA is a party or any present customer, competitor or supplier that could cause breach of loyalty or the appearance of breach of loyalty.
- Independent/Voluntary Associations – TREWINIA expects its professionals to devote their full business time and attention to TREWINIA. Therefore, employees are not to engage in outside work either for their own account (e.g., as a consultant) or for any third party without prior written approval from the Human Resources Department or the Office of the CEO. Under no circumstances is outer employment by any employee to lessen his or her interest in, or efficiency, alertness or productivity with respect to, TREWINIA.
- Gifts and Other Pleasantries – No TREWINIA Person or family member of a TREWINIA Person is to accept material gifts or gratuities or other favored treatment from any person associated with a present or prospective customer, competitor or supplier of the company. Good judgement is to be deemed in the acceptance of business gifts, lunches, dinners and entertainment. These activities must be consistent with company policies and for the express purpose of enhancing a business relationship. Similarly, no TREWINIA Person is to give money or any kind of material to a customer, prospective customer, competitor or supplier if it reasonably could be viewed as being done to gain an unwanted business advantage. If you are uncertain whether a gift is questionable or improper, consultation is to be sought with the Office of the General Counsel or your supervisor.
- Relatives or Family – No TREWINIA Person is to conduct business involving TREWINIA with a person to whom he or she is related either by blood or by marriage, or a business association in which an individual to whom such TREWINIA Person is related by blood or marriage has a significant or competing interest.
- • Disbursement of Loans – TREWINIA is not to extend credit to any of its executive officers or directors if the extension of credit would violate applicable rules or regulations. A conflict of interest or potential ethical dilemma may be resolved or avoided if it is appropriately disclosed and approved. In some instances, disclosure may not be sufficient and TREWINIA may require that the conduct in question be stopped or that actions taken be reversed wherever possible. Any situation, transaction or relationship that may give rise to an actual or potential conflict of interest must be immediately disclosed to the Office of the CEO. Employees are to report actual or potential conflict situations to the CEO and members of the Management Team who would take an appropriate action.
Various Corporate Opportunities
TREWINIA Personnel are not to:
- take for themselves business opportunities that are discovered through the use of TREWINIA property or data or their position with TREWINIA;
- use TREWINIA property, data or their position with TREWINIA for personal benefit; or
- • Provide a competition to TREWINIA for business opportunities; provided, however, that if, after disclosure of all material facts, a determination is made that it will not be adverse to the interests of TREWINIA for an individual to pursue a business opportunity, the person may do so.
This orderly determination is to be made:
(i) in the case of directors and executive officers, by the disinterested personnel of TREWINIA’s Management Team or another body of disinterested directors to whom the determination is delegated;
(ii) in the case of all other employees, by, and upon the written consent of, the Chief Executive Officer or the Management committee.
We prohibit any trading (purchase or sale) of securities by a person while in possession of material, non-public information (i.e., information not publicly announced that could reasonably be expected to be vital to a person making a prompt decision to trade in such securities). Communicating non-public information to another person who then bases a trade on such information, data, or suggesting that another person trade in a company’s securities at a time when you have material, non-public information about the company, are also prohibited under the insider trading laws. Individuals who violate the insider trading laws are potentially liable for civil damages, as well as criminal fines, offences and imprisonment, and companies may face civil penalties for insider trading violations by their employees and other agents.
To avoid any kind of serious civil and criminal liability, all TREWINIA Personnel are to comply with the following rules and regulations;
- In all cases in which a TREWINIA Person is in possession of material, non-public information regarding TREWINIA or any other publicly traded company (such as customers), that TREWINIA Person must not be trading or recommending a purchase or sale of TREWINIA stock or any other securities (or any derivative security) or the stock or other securities of the other publicly traded company until such information has been publicly disclosed and adequately disseminated.
- All TREWINIA employees are to keep in secret all non-public information they possess regarding TREWINIA or any other publicly traded company prior to its public disclosure.
- Any TREWINIA Person who is considering a transaction involving TREWINIA or any other publicly traded securities and who feels that he or she may have possession of material, non-public information is to seek consultation with the CEO.
- One is forbidden from applying to any open position in TREWINIA till the time his/her contract is over.
Policies pertaining to Health, Safety, and Environment
- External Environment – TREWINIA is committed to conducting its proceedings and operations in a manner that promotes protection of people and the environment. TREWINIA maintains an environmental compliance program to foster compliance with all environmental laws and regulations, as well as corporate policies and necessary operating instructions.
- Internal Environment – TREWINIA aspires to provide its personnel a workplace free from recognized chemical and physical hazards that are reasonably likely to cause harm, and complies with the laws and regulations governing safety in those places in which its sites are located.
- • Honest Dealing – TREWINIA aims to succeed through honest competition. TREWINIA seeks superior performance, but never through unethical or illegal procedures and practices. TREWINIA Personnel are to deal fairly with TREWINIA’s customers, suppliers, competitors and employees.
- Discrimination – In keeping with our promise to the communities in which we do business, TREWINIA is a moral employer. TREWINIA does not discriminate against qualified applicants or employees with respect to any terms or conditions of employment based on caste, race, color, national origin, ancestry, sex, sexual orientation, age, religion, creed, physical or mental disability, medical condition, marital status, military service status, or any other characteristic protected by state or federal law or local ordinance or statute. Further, when necessary, TREWINIA attempts to appropriately accommodate employees and applicants with disabilities if the individual is otherwise qualified to safely perform all of the essential functions of the position. Any employee who witnesses discrimination in any respect is to notify his/her Human Resources representative immediately. Any employee who is found to have discriminated against another employee as described above is subject to discipline up to and including termination at any point of time.
- Harassment – TREWINIA is committed to providing a work environment which is totally free of harassment. Harassment of any kind is prohibited, including harassment on the basis of caste, sex, race, color, religion, gender, age, mental or physical disability, medical condition, national origin, marital status, veteran status, sexual orientation, or any other characteristic protected under state law or local statute.
No individual will suffer any kind of retaliation for reporting any incidents of harassment, or perceived harassment, for making any complaints of harassment or for participating in any investigation of incidents of harassment or perceived harassment. If you believe you have witnessed some form of harassment in a job -related activity, or believe you have been the victim of harassment, notify your supervisor or Human Resources representative immediately.
In order to comply with the law of the land, TREWINIA Personnel are to observe the following rules:
- Business and Accounting Procedures – TREWINIA Personnel must adhere to the legal requirements of each country in which TREWINIA conducts business and employ the highest degree of ethical standards. No undisclosed or unrecorded TREWINIA fund or asset is to be established for any purpose whatsoever, and no false or misleading entries are to be made in TREWINIA’s books or records. No transaction on TREWINIA’s behalf is to be made without adequate supporting documentation, or made for any purpose other than as described in such documents. TREWINIA Personnel are to comply with TREWINIA’s internal control policies at all points of time.
- Questionable Payments – With the exception of certain regulatory fees set by the government and “facilitating payments”, all payments, promises to pay, or offers of payment for anything of value to any foreign official, political party or official thereof from either TREWINIA or private funds in furtherance of TREWINIA business are completely prohibited. Where, in accordance with the practice and custom of a particular jurisdiction of any area, the payment of a nominal sum (“facilitating payments”) must be made in order to induce an official of a foreign government to perform an act which the official would be required to perform in any event, such payment is not prohibited. These facilitating payments must be properly documented and recorded in TREWINIA’s financial database.
- Political Contributions – TREWINIA does not make any kind of contributions or payments to political parties, candidates, or initiative or referendum campaigns, unless such payments are permitted by the law of the land and approved by the Chief Executive Officer. This restriction is not at all intended to discourage TREWINIA Personnel from making individual contributions to, or being involved with candidates, parties, initiative referenda or political committees of their choice as private individuals. Such involvement, however, is to be on an individual’s own time and at his or her own expense and can in no way indicate TREWINIA’s approval or endorsement of such activity.
- Fraud and False Statements – TREWINIA Personnel must not engage in any kind of nepotism, embezzlement, bribery, misappropriation or conversion of property, false statements to the government, or any fraudulent, deceptive or corrupt conduct, with respect to TREWINIA, its customers, suppliers, contractors, or anyone else with whom TREWINIA has business associations.
Conduct in Office
Following are some guidelines which all the employees of TREWINIA are bound to follow in TREWINIA Premises-
- Office Timings: TREWINIA operates in following shifts and all the employees are bound to adhere to their shift timings as laid down in their schedules on the internal HRMS.
- All the employees are requested to confirm to their assigned timings and weekly offs from their supervisors at the start of the month. Employees who are often found to be late on their shifts are liable for a disciplinary action against them.
- Workstation: Employees are responsible for maintaining the cleanliness and hygiene of their workstations.
- Each workstation is required to be kept very clean at all times. In case they have not been cleaned, the Housekeeping should be informed as soon as possible. In case unsolicited material is lying around, it has to be immediately handed over to respective authority.
- Employees are not permitted to eat on their workstations.
- Employees are not allowed to borrow items from other workstations like headsets, keyboard, mouse etc.
- Meeting and Conference rooms: Conference rooms, meeting rooms, and any common area should also be very clean and orderly. For better utilization and avoidance of confusion against the guests, conference rooms should be booked in advance through the supervisor’s or Admin Department. Please ensure that all material carried for meetings are removed immediately after the meeting is over.
- Smoking: Smoking inside the office premises is strictly prohibited. Employees are requested to step out of the premises in-case they want to smoke. Anyone found to smoking on the premises of TREWINIA is liable for disciplinary action.
- Visitors: Visitors are not allowed on the floors, without prior approval from the Supervisor/Management Team. You are requested to meet the visitors in the reception area or the areas specified for the same.
- Personal Belongings : Employee’s personal belongings like – iPods, MP3 players, stereo, camera, CDs, floppies, laptops, USB drives, camera phones etc. being brought to the company premises are not allowed inside work floor. Company is not liable in case of theft of personal belongings like mobile, jewelry, money, debit/credit cards, wallets etc. TREWINIA reserves the right to check the belongings of an employee before he/she leaves the premises.
- Strict Discipline: To work successfully with others in a productive environment, it is advisable to conduct yourself in compliance with long-established conventions. This helps to generate trust, respect and cooperation amongst those you work with or work for accordingly.
- Mobile Phones on the Floor: Employees are deeply requested to restrict their personal calls during office hours. They are also discouraged to receive their calls on their workstations, they should move to common areas like reception, conference rooms etc. as their calls may go to the extent of disturbing people sitting around their workstations. Employees should put their mobiles on Silent Mode as soon as they enter the Work places.
- Change in Personal Details: It is essential that all employees keep HR Department informed of any changes in their personal coordinates like residential address, telephone numbers, changes in family status, etc.
- Dress Code: As a member of TREWINIA family, it is essential that you dress in a manner befitting a professional. The dress code for office from Monday to Friday is Business Formals / Business Casuals. Business Casuals must be simple and sober colours without an embroidery designs on it. T-Shirts and Denims will not be allowed.
Competition and Antitrust laws:
- You are not to enter into any unsolicited arrangements or understandings whatsoever with competitors or potential competitors concerning prices, terms or conditions of sale or license, sales or marketing practices or plans, or R&D plans.
- Any sort of participation in a standard-setting organization or similar business is to be approved in advance by the CEO. When representing TREWINIA in a standard-setting organization or similar organization, you are to adhere to the rules and by-laws of the organization, including rules affecting intellectual property or its disclosure.
- Any sort of participation in trade associations, seminars, standard-setting organizations, or other industry groups is not to be used as, or even appear to be used as, an occasion for any discussion of competitive policies or practices.
- In connection with any collaborative activities with other Web Hosting or companies that otherwise may compete with TREWINIA in any part of its business, including any sort of strategic alliances or joint ventures, all discussions are to be limited to the specific projects only in which the companies are collaborating and avoid any discussion of areas in which the other company is a possible competitor.
- You are not to enter into any arrangements or understandings with a particular competitor whatsoever to not deal with a particular customer or client.
- You are not supposed, in any case, to enter into any arrangements or understandings with a supplier or customer to not deal with a TREWINIA competitor.
- You are not to enter into agreements or understandings that control the prices charged by a distributor or any other agent.
- If you have any sort of quarries concerning the propriety of any business practice, consult with the CEO as soon as possible.
Rules relating to Procurement Policy
Restricting a supplier from selling its products or any type of services (unless proprietary to TREWINIA) to TREWINIA’s competitors or other third parties may be illegal under some circumstances. Requiring a supplier to buy TREWINIA products in return for TREWINIA’s purchases may also be illegal under some circumstances, although TREWINIA may otherwise make an attempt to sell TREWINIA products to its suppliers Thus, any type of restrictions on sales to competitors or requiring reciprocal purchases must first be cleared by the CEO in its first place.
Confidential or proprietary information or any type of company secrets are not to be accepted from or released to a supplier unless a written agreement regarding any restrictions on use of disclosure has been executed. Employees are not to discuss the problems or weaknesses of one supplier with another.
Other type of Unethical or Suspicious Activity
In addition to the above, TREWINIA employees are not to engage in any unethical or other conduct that could blemish, whether directly or indirectly, the reputation of TREWINIA or any of its subsidiaries.
Rules relating to Compliance
It has to be noted that no summary of guidelines for ethical business conduct can cover every situation. The absence of a particular kind of guideline covering a particular situation does not relieve TREWINIA Personnel from the responsibility to operate with the highest ethical standards of organizational conduct. Each of us is responsible for his or her independent actions.
- Raising Queries – Do not hesitate to seek guidance and other kind of assistance regarding compliance with this Code. Unless a particular provision of this Code directs otherwise, employees are to raise questions with their supervisor, their Human Resources representative, or the CEO whenever they deem fit.
- Reporting Possible Incident of Misconduct – Each TREWINIA Person has the responsibility to report possible misconduct, including unethical organizational practices, violations of this Code and apparent or suspected illegal activities. Employees are to report potential deeds of misconduct to the CEO or to any member of Management Committee. In case a report concerns a Management Team member of the Company, the CEO is the first person to be notified.
- No Retaliation Policy- No individual will suffer any reprisals or retaliation for reporting in good faith any possible misconduct or for participation in any kind of investigation of possible misconduct. Management Team is responsible for overseeing compliance with this Code with respect to the employees within their organizations and for promptly referring possible misconduct to the CEO for investigation as soon as possible.
- The HR Department is responsible for investigation of possible misconduct, and in-case a violation of this Code exists, appropriate corrective and disciplinary action is to be taken. Such action may include one or more of the following measures, as appropriate:
- (i) counseling; (ii) a warning; (iii) a reprimand noted in the TREWINIA Person’s personnel file; (iv) probation; (v) change, including any kind of reassignment, in job responsibilities, compensation, authority and/or title; (vi) temporary suspension, with or without pay; (vii) termination of employment or other relationship with TREWINIA; (viii) reimbursement of any kind of losses or damages resulting from the violation; or (ix) referral for criminal prosecution or civil action.
Probity is the foundation of our business. Each of us must insist that we as individuals, and TREWINIA as an organization, attains the highest ethical standards of businesses globally.
Footnotes for Waivers
TREWINIA does not expect to grant waivers of this Code except in very limited conditions. Any waiver by TREWINIA of any provision of this Code with respect to any employee of the Management committee is to be made only by CEO, after disclosure of all kinds of material facts by the individual seeking the waiver. TREWINIA shall disclose any such waiver with respect to a member of Management committee in accordance with applicable law at that point of time. Any waivers for other individuals are to be granted only by the Chief Executive Officer or any person nominated by the CEO.