BIL Code of Ethics

Business Practices & Conduct

Copyright© 2012 Bata Brands SA BATA INDIA LTD. CODE OF ETHICS 1

Contents

1 Ethics and Conduct.......................................................................................3

2 Protecting you and your Company’s Good Name ........................................................

Principles of Conduct 4

Definitions 5

3 Common Sources of Conflict........................................................................6

4 What to do About Gifts..................................................................................7

5 Guidelines for Social Activities......................................................................8

6 Potential Conflict is Still Conflict.................................................................10

7 Consult your Manager................................................................................11

8 A Matter of Ethics........................................................................................12

9 Acknowledgment........................................................................................13

Copyright© 2012 Bata Brands BATA INDIA LTD. CODE OF ETHICS 2

Bata India Limited (tfereinafter referred to as BIL) is one
of India’s leading footwear retailer and manufacturer
with Pan India operations
The BIL Code of Ethics
establishes certain
standards of conduct
which BIL expects of its
employees while carrying
out their employment
duties.
Adherence by Bata India
Limited (hereinafter known
as BIL or Bata) employees
to the BIL Code of Ethics
strengthens the reputation
of BIL companies for
integrity and fair dealing.
You may already have
relationships within related
Copyright© 2012 Bata Brands
industries when you joined
Bata, or they may develop
in the course of your career
with Bata. You may also
have other outside
relationships or financial
interests, which, while
primarily personal, may
also touch upon your
business life. While every
situation which might affect
you cannot be anticipated
here, the principles of good
conduct are universal.
Thus it should not be
difficult for you to
understand those
situations which are clearly
BATA INDIA LTD. CODE OF ETHICS 3
1
in conflict with the best
interests of Bata. However,
situations do arise in which
the ethical course of action
is less clear.
The BIL Code of Ethics
attempts to clarify some of
these issues in order to
establish an atmosphere of
mutual understanding
between Bata and its
employees. It is intended to
help in preserving and
perpetuating good
business and personal
relationships.
“We believe that the fundamental vitality and strength of our Organization lies in
– T homas J. Bata
Pr otecting you and your
Co mpany’s Good Name
Pr inciples of Conduct
Principles of Conduct
Each of you is expected to
avoid any investment,
interest or association —
direct or indirect — which
might reflect or be seen to
reflect unfavourably on the
good name and reputation
of Bata or yourself. This
ranges from activities, which
are clearly illegal to matters
of personal conduct, which
may be less easy to define.
The laws and social
customs of the country in
which you are working must
always be adhered to.
Copyright© 2012 Bata Brands
Because it is difficult to spell
out exactly what is
appropriate under all
circumstances, consult your
manager on any aspect of
the BIL Code of Ethics which
seems unclear or in any
situation where you believe
the BIL Code of Ethics might
be contravened.
The responsibility for
disclosing areas of possible
conflicts rests squarely on
your shoulders. It is also your
responsibility to make sure
that management is kept up
to date, i.e. in the case of
management change. The
BATA INDIA LTD. CODE OF ETHICS 4
2
onus for full disclosure is
always your responsibility.
Upon joining Bata and in
conjunction with any
change to your employment
agreement thereafter, you
may be required to sign an
acknowledgement letter
confirming such changes,
however in absence of such
signature or
acknowledgement on your
behalf it shall be impliedly
presumed that you
understand and will adhere
to the requirements of the
BIL Code of Ethics.
Our mission: To be the Best Footwear Company.
Pr otecting you and your
Co mpany’s Good Name
Definitions
Definitions
The areas in which possible
conflicts of interest are most
likely to arise are in
relationships with Customers,
Competitors and Suppliers,
particularly the latter.
A Customer is any company,
firm or person purchasing
goods or services from Bata.
Copyright© 2012 Bata Brands
An Employee, for the
purposes of the BIL Code of
Ethics, is any person
employed by Bata (whether
full or part time) and any
consultant retained to
provide services to Bata.
A Relative includes any
member of the family or
household of an Employee,
whether related by blood or
marriage.
BATA INDIA LTD. CODE OF ETHICS 5
2
A Supplier is any company,
firm or person supplying
goods or services to Bata,
including any landlord.
A Competitor is any
company, firm or person
having any competitive
interest whatsoever, direct or
indirect, in any aspect of
Bata‘s business activities.
The Bata Brand ambition: To be your closest friend in the
wor ld for your everyday fashionable footwear and more…

Co mmon Sources of Conflict

The most common conflicts
of interest generally arise
when an Employee or
Relative:
 Accepts gifts of more
than token or nominal
value from an actual or
potential Customer,
Supplier or Competitor.
 Has a material direct or
indirect financial interest
in, or relationship with,
an actual or potential
Customer, Supplier or
Competitor.
 Misuses information
 Conducts business on
behalf of Bata with a
Customer, Supplier or
Competitor in which the
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Employee or Relative is
a shareholder, partner or
beneficiary or
associated in any
manner whatsoever.
obtained in the course
of employment.

Copyright© 2012 Bata Brands BATA INDIA LTD. CODE OF ETHICS 6

 Bata is a multicultural and multilingual global
ent erprise. Our name is synonymous with shoes worldwide an d we are leade
cou ntries in which we operate.
W hat to do About Gifts
Most of the gifts and
services offered to an
Employee are because of
his or her position in the
Company. As a result, you
must exercise great
discretion in accepting any
offers of gifts or services to
either yourself or to any
Relative. Acceptance of
such offers may lead the
donor to believe that he or
she can expect preferential
business treatment from
you in turn.
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or token value, openly
 All gifts offered or
presented and
received (other than
accepted. Such gifts will
those indicated below
preferably be of a
as acceptable) should
promotional rather than
be reported to your
personal nature. You
manager. If the gift is not
may accept only one
acceptable, your
such gift from the donor
manager will return it or
in any given year.
donate it to local charity.
 Advertising novelties
 Money in any form is not
acceptable under any (Calendars,
paperweights, diaries,
circumstances.
etc.) may be accepted.
 Traditional seasonal or
holiday gifts are
acceptable as long as
they are of reasonable
BATA INDIA LTD. CODE OF ETHICS 7
“Only the best is good for us.”
– Tomas Bata
Guidelines for Social Activities
You will be expected to
exercise the greatest
discretion in accepting
and offering
entertainment. This is
unquestionably the “grey
area” of business
relationships; the one
where preferential
treatment in return is often
implied, but never spelled
out. Because this
perception is current and
widespread in all
societies, it is most
important for you to be
seen to avoid such
situations.
Copyright© 2012 Bata Brands
Companies in the BIL
neither expect nor offer
preferential treatment as a
result of “social” business
relationships. You are
expected to adhere to this
policy.
In general, you may offer
or accept entertainment if:
 Your manager has
approved it in writing.
 The entertainment is
reasonable in nature,
frequency and cost.
 The entertainment does
not violate the other
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party’s own rules or
code.
 The entertainment
does not have the
purpose, effect or
appearance of causing
either party to do
business or change the
terms of business
because of it.
It is impossible to cover all
the offers of entertainment
and other services which
could conflict in any way,
actual or perceived, with
the BIL Code of Ethics.
The following examples
are not exhaustive and
are intended to serve
primarily as guidelines:
Although we operate in almost all corners of the country with varied social char
value system throughout our Organization.

Guidelines for Social Activities

 Business meals are
acceptable as long as
they do not exceed
accepted Bata and
community standards of
what is appropriate for
persons of a certain
rank and standing.
 You may, for example,
invite a prospective
customer to dinner
provided the event is
not unusually lavish or
extravagant by
accepted Bata and
community standards.
suppliers and
customers provided that
there is a legitimate
business purpose for
doing so.
 If ever in doubt as to the
motivation behind an
invitation by a supplier
for a restaurant dinner,
offer to pay for the meal.
 Offers of
entertainment and other
services are
unacceptable when:
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standards of
appropriate conduct.
 The form of
entertainment violates
the law or could prove
publicly embarrassing
or be misconstrued by
any third party.
 The offers of
entertainment are
frequent or one party is
unable to reciprocate,
thereby inducing a
sense of obligation.

 The entertainment or
 Depending on
service offered either
circumstances, you
exceeds, or could be
may provide lodging
perceived to exceed,
and meals to personnel
accepted community
of

Copyright© 2012 Bata Brands BATA INDIA LTD. CODE OF ETHICS 9

Bata's shared culture, shared values and shared beliefs
have been the foundation of its approach to its customers, its employees an
Potential Conflict is Still Conflict
when your
A conflict of duty of exists
interest
commercial loyalty to Bata
is or may be prejudiced by
actual or potential
personal benefit to be
derived from another
source. Conflict also
exists if you take
advantage of your
position in Bata for
personal financial gain.
Conflicts of interest may
arise in your dealings with
Customers or
Competitors, but are most
frequent in relationships
with Suppliers.
 Any financial interest in
the shares of a
corporate Customer,
Supplier or Competitor
which is not publicly
traded, or any financial
or other interest in a
partnership or sole
proprietorship,
constitutes a potential
conflict of interest.
 Any interest of 1% or
less of any class of
Copyright© 2012 Bata Brands
shares listed on a
securities exchange, or
regularly traded over-
the-counter, is not
regarded as significant
and thus does not
constitute a conflict of
interest. If there are  BIL do not condone or
other complicating
factors, they should be
reported.
 No employee may
receive money or any
other benefit from a
Supplier in return for
advice on purchases by  No employee may
any company in BIL or
for any other activity for
the Supplier.
 Any employee who
owns, directly or
indirectly, any financial
or other significant
interest in any actual or
potential Customer,
Supplier or Competitor
or private business,
whether directly or
indirectly, involving
himself or through any
BATA INDIA LTD. CODE OF ETHICS 10
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of its family members
may not occupy a
position within Bata in
which he or she could
influence decisions with
respect to that party or
business.
sanction solicitations or
hidden “commissions”
in any form. No
employee may accept
such a commission or
other goods or services
from any Supplier.
accept any discount on
personal purchases of
the Supplier‘s product if
the discount can be
construed as being
offered because of the
business relationship.
Nor may any employee
accept any personal
benefit for dealing with
a Supplier.
We believe in dealing fairly and with integrity with all
our customers and suppliers and in all our business relationships.

Consult your Manager

Each situation, which
holds the possibility of
conflict of interest, must be
reviewed on its own
merits. If there is any
question at all as to the
propriety of an investment
or involvement of financial
interest in another
company, firm or sole
proprietorship, direct or
indirect, you should
consult your manager and
make known to him/her
your interests or concerns.
Other relationships which
could compromise an
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employee‘s performance
and integrity could include
serving as a director of, or
advisor to, a company in
areas closely related to BIL
business. Such situations
should also be discussed
with your manager.

Copyright© 2012 Bata Brands BATA INDIA LTD. CODE OF ETHICS 11

We strive to conduct our business in a manner that earns the respect and confi
the community.
“Self dealing” covers any
area of conduct, which,
while it may not directly
prejudice Bata business,
could seem to interfere
with your relationship to
Bata or with the exercise
of your good judgment in
Bata‘s interests. Self
A Matter of Ethics
dealing need not be illegal
to be unacceptable.
 You may not use for
your own financial gain,
or disclose for the use
of others, any inside
information about Bata,
its proprietary and IPR
material or any other
information obtained
through your
employment in Bata.
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 Outside work such as service organizations such
free-lance self- as hospitals, schools,
employment may charities and community
compromise your groups. However, direct or
relationship to Bata and indirect conflict with Bata
could thus constitute interests may sometimes
self-dealing. arise and employees must
be sensitive to situations in
In any of the situations which Bata‘s interests may
described above relating
to gifts, entertainment,
financial conflict or self-
pull one way and outside
interests another.
dealing, or in any situation If in doubt, do not
resembling those hesitate to discuss
described, it is your matters of conduct with
responsibility to make sure your manager.
that your manager is
informed of and has
approved your activities in
writing.
We encourage the
involvement of employees
in public and voluntary
BATA INDIA LTD. CODE OF ETHICS 12
“Our customer is our Master”
– Tomas Bata

1. I have read and understand the BIL Code of Ethics.

9
9 Acknowledgment
2. I am currently in compliance with the BIL Code of Ethics and have been
since the most recent Acknowledgement which I have signed.

3. I will immediately notify my manager in the event of any actual or

potential contravention of the BIL Code of Ethics.

4. I will immediately discuss with my manager any situation in which I am

uncertain whether I am or could be in contravention of the BIL Code of
Ethics.

5. I acknowledge that adherence to the BIL Code of Ethics is a condition of

my employment.

Acknowledgment

Signature Place & Date

Name in Full

Copyright© 2012 Bata Brands BATA INDIA LTD. CODE OF ETHICS 13