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Code of Conduct

National Interest

Schneider Electric President is committed in all its actions to benefit the economic development of India and shall not engage in any activity that adversely affects such an objective. It shall not undertake any project or activity to the detriment of the national interest, or those that will have any adverse impact on the social and cultural life patterns of its citizens. Schneider Electric President shall conduct its business affairs in accordance with the economic, development and foreign policies, objectives and priorities of the government, and shall strive to make a positive contribution to the achievement of such goals as appropriate.

Financial Reporting and Records

Schneider Electric President shall prepare and maintain its accounts fairly and accurately in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations of India.

Internal accounting and audit procedures shall fairly and accurately reflect all of the company’s business transactions and disposition of assets. All required information shall be accessible to company auditors and other authorised parties. There shall be no willful omissions of any company transactions from the books and records, no advance income recognition, and no hidden bank account and funds.

Competition

Schneider Electric President shall not engage in activities that generate or support the formation of monopolies, dominant market positions, cartels and similar unfair trade practices.

Schneider Electric President shall market its products and services on its own merits and shall not make unfair and misleading statements about competitors’ products and services. Any collection of competitive information shall be made only in the normal course of business and shall be obtained only through legally permitted sources and means.

Equal-opportunities Employer

Employee policies and practices shall be administered in a manner that ensures that in all matters equal opportunity is provided to those eligible and that decisions are based on merit.

Gifts and Donations

Schneider Electric President and its employees shall neither receive nor offer or make, directly or indirectly, any illegal payments, remuneration, gifts, donations or comparable benefits which are intended to or perceived to obtain business or uncompetitive favours for the conduct of its business. However, Schneider Electric President and its employees may accept and offer nominal gifts, which are customarily given and are of a commemorative nature, for special events.

Government Agencies

Schneider Electric President and its employees shall not offer or give any company funds or property as donation to any government agencies or their representatives, directly or through intermediaries, in order to obtain any favourable performance of official duties.

Political non-alignment

Schneider Electric President shall be committed to and support a functioning democratic constitution and system with a transparent and fair electoral system in India. Schneider Electric President shall not support, directly or indirectly, any specific political party or candidate for political office. The company shall not offer or give any company funds or property as donations, directly or indirectly, to any specific political party, candidate or campaign.

Health, Safety and Environment

Schneider Electric President shall strive to provide a safe and healthy working environment and comply in the conduct of its business affairs, with all regulations regarding the preservation of the environment of the territory it operates in. Schneider Electric President shall be committed to prevent the wasteful use of natural resources and minimise any hazardous impact of the development, production, use and disposal of any of its products and services on the ecological environment.

Quality of Products and Services

Schneider Electric President shall be committed to supplying goods and services of the highest quality standards, backed by efficient after-sales service consistent with the requirements of the customers to ensure their total satisfaction. The quality standards of the company’s goods and services should meet the required national standards, and the company should endeavour to achieve international standards.

Corporate Citizenship

Schneider Electric President shall be committed to be a good corporate citizen, not only in compliance with all relevant laws and regulations, but also by actively assisting in the improvement of the quality of life of the people in the communities in which it operates, with the objective of making them self-reliant.

Such social responsibility would comprise – initiating and supporting initiatives in the field of community health and family welfare, water management, vocational training, education and literacy. These will be reviewed periodically in consonance with regional priorities.

Public Representation of the Company and the Group

Schneider Electric President shall honour the information requirements of the public and its stakeholders. In all its public appearance with respect to disclosing company and business information to public constituencies such as the media, the financial community, employees and shareholders, Schneider Electric President shall be represented only by specifically authorised directors and employees. It will be the sole responsibility of these authorised representatives to disclose information on the company or the group.

Third-party Representation

Parties which have business dealings with Schneider Electric President but are not members of the group, such as consultants, agents, sales representatives, distributors, contractors, suppliers, etc. shall not be authorised to represent Schneider Electric President if their business conduct and ethics are known to be inconsistent with this code.

Ethical Conduct

Every employee of Schneider Electric President, including Directors and the Managing Director, shall deal on behalf of the company with professionalism, honesty and integrity, as well as high moral and ethical standards. Such conduct shall be fair and transparent and be perceived to be as such by third parties.

Shareholders

Schneider Electric President shall be committed to enhance shareholder value and comply with all regulations and laws that govern shareholders’ rights. The Board of Directors of Schneider Electric President shall duly and fairly inform its shareholders about all relevant aspects of the company’s business, and disclose such information in accordance with the respective regulations and agreements.

Every employee shall be responsible for the implementation of and compliance with this code in his or her professional environment. Failure to adhere to the code could attract the most severe consequences, including termination of employment.

Regulatory Compliance

Every employee of Schneider Electric President shall, in his or her business conduct, comply with all applicable laws and regulations, both in letter and in spirit, in all the territories in which he or she operates. If the ethical and professional standards set out in the applicable laws and regulations are below that of the code, then the standards of the code shall prevail.

Concurrent Employment

An employee of Schneider Electric President shall not, without the prior approval of the Managing Director of the company, accept employment or a position of responsibility (such as a consultant or a director) with any other company, nor provide ‘freelance’ services to anyone. In the case of a whole-time director or the managing director, prior approval must be obtained for providing such services from the board of directors of the company.

Conflict of interest

An employee of Schneider Electric President shall not engage in any business, relationship or activity which might detrimentally conflict with the interest of his company. A conflict of interest, actual or potential, may arise where, directly or indirectly:
• an employee of Schneider Electric President engages in a business, relationship or activity with anyone who is party to a transaction with his or her company;
• an employee is in a position to derive a personal benefit or a benefit to any of his or her relatives by making or influencing decisions relating to any transaction;
• an independent judgement of the company’s best interest cannot be exercised.
The main areas of such actual or potential conflicts of interest would include the following:
• Financial interest of an employee of Schneider Electric President or his relatives, including the holding of an investment in the subscribed share capital of any company or a share in any firm which is an actual or potential competitor, supplier, customer, distributor, joint venture or other alliance partner of Schneider Electric President. (The ownership of up to 1 per cent of the subscribed share capital of a publicly held company shall not ordinarily constitute a financial interest for this purpose.)
• An employee of Schneider Electric President conducting business on behalf of his or her company, or being in a position to influence a decision with regard to his or her company’s business with a supplier or customer of which his or her relative is a principal, officer or representative, resulting in a benefit to him/her or his/her relative.
• Award of benefits such as increase in salary or other remuneration, posting, promotion or recruitment of a relative of an employee of Schneider Electric President, where such an individual is in a position to influence the decision with regard to such benefits.
• Acceptance of gifts, donations, hospitality and/or entertainment beyond the customary level from existing or potential suppliers, customers or other third parties which have business dealings with the company.
• Notwithstanding that such or other instances of conflict of interest exist due to any historical reasons, adequate and full disclosure by the interested employees should be made to the company’s management. It is also incumbent upon every employee to make a full disclosure of any interest which the employee or the employee’s immediate family, which would include parents, spouse and children, may have in a company or firm which is a supplier, customer, distributor of or has other business dealings with his or her company.
• Every employee who is required to make a disclosure as mentioned above shall do so, in writing, to his or her immediate superior, who shall forward the information along with comments to the person designated for this purpose by the MD/CEO, who in turn will place it before the MD/CEO and/or the board of directors/executive committee appointed by the board and, upon a decision being taken in the matter, the employee concerned will be required to take necessary action as advised to resolve/avoid the conflict.
• If an employee fails to make a disclosure as required herein, and the management of its own accord becomes aware of an instance of conflict of interest that ought to have been disclosed by the employee, the management shall take a serious view of the matter and consider suitable disciplinary action against the employee.

Securities transactions and confidential information

An employee of Schneider Electric President and his or her immediate family shall not derive any benefit or assist others to derive any benefit from access to and possession of information about the company or the Group, which is not in the public domain and thus constitutes insider information.

An employee of Schneider Electric President shall not use or proliferate information which is not available to the investing public and which therefore constitutes insider information for making or giving advice on investment decisions on the securities of the Schneider Electric President on which such insider information has been obtained.
Such insider information might include the following:
• acquisition and divestiture of businesses or business units;
• financial information such as profits, earnings and dividends;
• announcement of new product introductions or developments;
• asset revaluations;
• investment decisions/plans;
• restructuring plans;
• major supply and delivery agreements;
• raising finances.

Protecting company assets

The assets of Schneider Electric President shall not be misused but shall be employed for the purpose of conducting the business for which they are duly authorised. These include tangible assets such as equipment and machinery, systems, facilities, materials and resources as well as intangible assets such as proprietary information, relationships with customers and suppliers, etc.

Citizenship

An employee of Schneider Electric President shall in his or her private life be free to pursue an active role in civic or political affairs as long as it does not adversely affect the business or interests of the company or the Group.

Integrity of data furnished

Every employee of Schneider Electric President shall ensure, at all times, the integrity of data or information furnished by him or her to the company.

Reporting concerns

Every employee of Schneider Electric President shall promptly report to the management any actual or possible violation of this code, or an event he or she becomes aware of that could affect the business or reputation of his/her or Schneider Electric President.

Discipline at Workplace

An employee of Schneider Electric President will observe and follow strictly all the rules, regulations and other general instructions issued from time to time related to his/her work by seniors as well as management.  He/ she also undertakes to abide by any penalty or disciplinary actions taken by the management in case of violation of any of the rules, regulations, instructions or code of conduct prescribed herein above.