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TCS, Tech Mahindra– CG, Ethics

Himanshu Gupta 21A
Madhurima Ghosh 25A
Priyanka Dash 33A
Rachit Makdani
Saurajit Sinha 40A
Shubham Tomer 43A
 Contents

 TCS Intro
 TCS Code of Ethics
 TCS Corporate Governance
 TCS Recommendations
 Tech Mahindra Intro
 Tech Mahindra Code of ethics
 Tech Mahindra Corporate Governance
 Tech Mahindra Case
 Tech Mahindra Recommendations
 Key Learnings
 Sources
 Tasks Performed

 TCS Intro
 TCS Corporate Governance
 TCS Code of Ethics – Himanshu Gupta 21A
 TCS Recommendations – Himanshu Gupta 21A
 Tech Mahindra Intro
 Tech Mahindra Code of ethics
 Tech Mahindra Corporate Governance
 Tech Mahindra Case
 Tech Mahindra Recommendations
 Key Learnings – Himanshu Gupta 21A

Material Topics
Avoidance of Conflict of Interest
Board independence and minority
shareholders’ interests
Values, Ethics and compliance
Tax Strategy
Succession planning
TCS – Corporate Governance
TSC Approach Board Committees
Chairmanship of the Board is a non-executive position and
separate from that of the Chief Executive Officer and
Managing Director (CEO and MD)
Board independence is ensured by having independent
Audit Oversight of Financial Reporting
members in Process
majority (five out of nine), and by setting a high bar in terms
of the
Qualifications. TCS’ governance philosophy around minority Nomination Recommend composition of the
shareholders’ interests is guided by the TCoC which
emphasizes fairness and transparency to all stakeholders Boards
Renumera
The company’s core values are: Leading Change, Integrity,
tion Recommend Renumeration Policy
Respect for the Individual, Excellence, and Learning and
Sharing
The TCoC serves as a moral guide and a governing framework
Every employee is required to sign the TCoC at the time of Stakeholder
joining the company Relationship Resolve grievances of security
Employees can raise ethics concerns on Ultimatix – the
intranet portal of the Company
Corporate Social
TCS does not engage in aggressive and contrived tax planning Responsibility Formulate and recommend CSR Policy
or tax structuring for the purpose of gaining tax advantages.
TCS’s tax policy is to optimize the tax cost, avail tax incentives
where available, while achieving 100% compliance with the
spirit as well as the letter of the tax laws and regulations in all Risk
countries in which it operates Management
Formulate, monitor risk management
Succession planning for the top two leadership positions in
each business unit is reviewed by senior management.
Additionally, heads of business units carry out succession Executive Business and Strategy Review
planning for key functions within their units. Succession
planning at senior management levels is reviewed by the
Board
 TCS – Code of Ethics
Section 166 – Companies Act 2013

Directors
 Act in good faith – Promote the objects of the company for its benefits of its members and best interest of the stakeholders
 Exercise his duties with due and reasonable care, skill, diligence and shall exercise and independent judgement
 Not getting involved in any situation which may have a direct/indirect interest that conflicts with interests of the company
 Do not attempt to achieve any undue gain or advantage either to himself or to his family, friends, associates etc

Independent Non Executive

Role, functions and Duties
Guidelines of professional conduct  Act in interest of the company and ensure that any other
 Help in bringing independent judgement
 Scrutinize the performance of management business association have no interest conflict of interest
 Ethical Standards and Integrity
 Create robust risk management systems
 Act Objectively and constructively  Comply with all applicable laws and regulations in
 Uphold integrity of financial information
 Responsibilities in bona fide manner individual capacities
and financial controls
 Devote sufficient time to his duties
 Manage stakeholder conflicts
 Not allow external conditions to affect  Safeguard the confidentiality of all information received
 Attend all BOD meetings
the decision by them by virtue of their position
 Perform due diligence of the results and
 Not abuse the position and power
performance
 Inform the board of any conflict
 Ensure and edequate vigil mechanism
 TCS – Code of Ethics Section 166 – Companies Act 2013

Associates Suppliers
Values Products and Services

Integrit
y Regulatory compliance

Respons
Unity
ibility
Bribery and Commission

Child Labour

Pioneeri Excellen
ng ce Forced Labour

Health and Safety

 13 core principles – Highest moral standards, economics develop
 Employee code of conduct – Equal opportunity, Human Rights Gifts and Hospitality
 Customers – Product services, fair competition, Exports
 Community and Environment – Improve quality of life, sustainability
 Financial Stakeholders – Enhance shareholder value, information 3rd Party Representations
 Recommendations

1 Ethics Officer 4 Investment Committee

Creating the post of ethics Investment committee of board
practitioner or counselor, with reviews material investment
a specific description of the opportunism proposed my
job and its responsibilities management and consider
viability. Challenges proposals
when necessary
3 Compliance to Law
Adhere to international
regulatory authorities in and
provide transparent data on all
fronts

5 ESG Considerations
2 Say on Pay Sustainable investing and
Enable shareholders to have a responsible investing into projects
view/vote on the renumeration integrated into the annual reports
policy of the executives. and conference calls make investors
Prevalent in Canada, US, UK much more aware of the current
practice

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 Ethical Code of Conduct
Objective
 The Directors, both executive and non-executive, and Associates are responsible for
carrying out their duties in an honest, fair, diligent and ethical manner
 Duties must be discharged within the scope of the authority conferred upon them and in
accordance with the laws, rules, regulations, agreements, guidelines, standards and
internal policies
 As Directors and Associates of Tech Mahindra they have a duty to make decisions and
implement policies in the best interests of the company and its stakeholders
 The Board of Directors of Tech Mahindra is entrusted with the responsibility of
overseeing the assets and affairs of the company
Complying with Legal Requirements
Compliance with Law
 The policy of Tech Mahindra is to comply strictly with all laws governing its
operations, and to conduct its affairs in keeping with the highest level of moral,
legal and ethical standards. Accordingly, the Directors and Associates shall respect
and obey the laws of the jurisdictions in which Tech Mahindra operates
 The company has a Prohibition of Insider Trading Policy, the adherence of which
shall be ensured, in letter and spirit.
 The Directors and Associates are expected to be aware of all relevant laws and
regulations involving their responsibilities as Associates of Tech Mahindra and
refrain from any illegal, unethical or otherwise improper activities.
Scope
 Both executive & non-executive directors of the
company
 All associates of the company including those in
the contract role
 All suppliers, distributors, business contacts,
agents, clients and customers
 Any amendments to this code shall be first
approved by the Board of Directors and then
disclosed on the company’s website.
Competing Fairly
 All Directors and Associates are obligated to deal fairly with each other,
and with the Company’s customers, suppliers, competitors and third
parties.
 Directors and Associates should not take undue advantage of anyone
through manipulation, concealment, abuse of information
 They should not discriminate on the basis of gender, race, nationality,
caste and creed.
 The company is committed to free and open competition in the
marketplace. Employees should avoid actions that could reasonably be
construed as being anticompetitive, monopolistic or otherwise contrary to
laws governing competitive practices in the marketplace
 Acting with Integrity
Legal, Honest & Ethical Conduct
 The Directors and Associates are required to conduct their duties
legally, honestly and ethically
 Conduct themselves in a professional, courteous and respectful
manner with responsibility & diligence
 Act in a manner to enhance and maintain the reputation of the
company
 Treat colleagues with dignity and not harass anybody
Bribery / kickbacks / Gifts & hospitality
 All associates must avoid any activity that might lead to a facilitation
payment or kickback being made or accepted
 The Directors and Associates of Tech Mahindra shall not accept any
personal gifts which because of their value, personal significance,
position, role or the time at which they are offered, could be interpreted
to adversely affect business decisions or likely to compromise their
personal or professional integrity
 Gifts on account of celebrations, memorial in nature, business meals,
and gifts received because of personal relationship and not because of
official position are allowed under the policy
 The Directors and Associates of the company shall also not offer gifts
or payments or authorization of payments by way of gifts or pay
personally pay for gifts or hospitality
 Modest promotional materials like branded cup or pen can be given
with the limit that the value of these gift combined do not exceed
$40(or equivalent in local currency)
Conflict of Interest & other employment
 Directors and Associates of Tech Mahindra shall avoid any activity or association
that creates or appears to create a conflict between the personal interests of the
Directors and Associates and the business interests of the company
 The Executive Directors and Associates of Tech Mahindra shall devote
themselves exclusively to the business of the company and shall not accept any
other work or assignment for remuneration (part-time or otherwise).
Non-Alliance with Political Party & Truthful Communication
 The company is committed, not to campaign for, support and offer any funds
or property as a donation or otherwise to any political party or to any
independent candidate for the political office
 The Company does not make contributions to political parties which are so
made to influence any decision or gain a business advantage. The Company
only makes donations that are legal and ethical under local laws and practices
 Directors and Associates will be truthful, and accurate in their
communication. All communication material should be adequately backed by
documentation to support any claims or statements made.
 Certain designated persons or groups of persons will be authorized to
communicate on specified matters depending on the sensitivity of
information and no other person shall communicate in an out-of-turn manner
on those matters
 Prohibition of Insider Trading, Diversity and
Inclusion & Respect for human rights
 Directors and Associates are prohibited from using material information pertaining to the company before it is made public, for financial or other personal benefit
or conveying this information to others. This includes buying or selling the securities of the Company or its subsidiaries about which associate may have material
non-public information and giving this “inside information” to anyone else who might deal in securities of the company or its subsidiary(s) based on the
information shared.
 This includes buying or selling the securities of the Company or its subsidiaries about which associate may have material non-public information and giving this
“inside information” to anyone else who might deal in securities of the company or its subsidiary(s) based on the information shared.
 The company provides equal opportunities to all its associates without being biased to their race, religion, caste, color, ancestry, marital status, sexual orientation,
gender, age, nationality, ethnic origin or disability and follows zero tolerance approach for any kind of harassment
 Aim is to help increase the enjoyment of human rights within the communities in which we operate. The Company is committed to compliance with the
requirements of all applicable employment, labor, and human rights laws to ensure fair and ethical employment practices are followed.

Corporate Governance
The Company has a balanced mix of eminent executive, non-executive and independent directors on the
Board. The Board consists of six Independent Directors including three Woman Directors, two Non-
Executive Directors and one Executive Director. The Chairman is a Non-Executive Director.

1. Audit Committee 2. Nomination & Remuneration Committee

 Oversight of the Company’s financial reporting process to ensure
that the financial statements are correct, sufficient and credible
 Review and monitor the auditor’s independence and performance,
and effectiveness of audit process.
 To review the functioning of the Whistle Blower mechanism and
Prevention of Sexual Harassment Policy (POSH)
 Formulation of the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the Board a
policy, relating to the remuneration of the directors, key managerial
personnel and other employees
 To devise a policy on Board diversity and identifying persons who are
qualified to become directors and who may be appointed in senior
management
3. Stakeholders Relationship Committee
 Look into redressing the grievances and complaints of the
holders of Company’s securities, including complaints related
to transfer/transmission of shares, non receipt of declared
dividends, issue of new/ duplicate certificates
 Formulate policies and procedures in line with regulatory
requirements to ensure speedy disposal of various
shareholder’s requests
 Review the complaints/queries received from other
stakeholders such as vendors, suppliers, service providers,
customers
 Review Company’s obligation towards meeting environment,
health and safety obligations towards all stakeholders
4. Corporate Social Responsibility Committee
 Formulating the CSR policy in compliance with Section
135 of the Companies Act 2013
 Formulating and recommending to the Board, an Annual
Action Plan in pursuance of the CSR policy
 Recommending to the Board the CSR expenditure to be
incurred and making modifications to the policy as and
when required
 Regularly monitoring the implementation of the CSR
Projects and to carry on such tasks and activity as may be
assigned by the Board of directors from time to time

5. Risk Management Committee

 Periodically assessing risks to enable effective execution of business strategy
and review key leading indicators to evaluate significant risk exposures of the
Company
 Evaluate the risks presented to the committee including - cyber security and
risk related to business continuity planning and disaster recovery planning
and ensure appropriate procedures are in place to mitigate the risks in a
timely manner
 Recommendations

1 Ethics Officer 4 Autonomy of HR Personnel

This can be done in order to HR personnel who are supposed to uphold values
facilitate better conformity to of good HR policies are often toeing the line of
ethical code of conduct in the management in terminating employees to
organization maintain profit margin. They need more
autonomy to prevent such malpractices
Better HR Policy
3 Enforcement
Though the rule is to offer 3 month
notice to an employee before
termination, this is far from reality.
Cases of sudden termination has
ruined the reputation. Enforcement of
the laid policies must be priority 5 Preaching of ESG Measures
2 Organize Workshop Sustainability measures and steps taken
Employee Newsletter system can be towards the same must be integrated
beneficial in driving ethics. This properly in the annual report to ensure
system can be brought into existence. knowledge of all stakeholders. At present
information is scantily present.

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 Comparison
TCS
Better implementation of HR policies due to greater
autonomy of the HR teams. This has led to better
work environment for employees
No specified amount on the maximum value of gifts
that can be accepted. Rule states that any gift in
exchange of official favour is not permissible.
No instance of disrespect towards employees by
superiors due to better autonomy of the HR teams.
TCS CSR policy is far wider as compared to Tech
Mahindra with activities in education, women
empowerment, health and wellness including mental
health workshops, environmental activities like
volunteer tree planting activities etc
Tech Mahindra
Poor implementation of HR policies leading to cases
of sudden termination and misbehaviour by superiors
Value has been explicitly mentioned as $40 or
equivalent in local currency. Any gift of value higher
than this will be considered as unethical and thus not
permissible under code of conduct.
Instances of disrespect towards subordinates
including humiliating terminations at hours notice
have harmed reputation of the company
Currently the CSR focus area for Tech Mahindra Ltd is
promotion of Education. Within this broad theme
specific areas such as school education, education for
employment, and technical education are included.
Persons with disability and Women's Empowerment
are cross-cutting themes in these focus areas
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 Key Learnings

 Ethics, Governance – This should not be just on paper but also implemented. We
see a stark difference in the approached in both the companies

 Employee activism – The path to ethical standards exists by teaching your staff
and employees the importance of ethics and standards from the very first day and
continuous learning is required

 Corporate governance committees need to be upskilled and be competent

not just for operations but also for a going concern

 Code of conduct policy is necessary apart from the values a firm adapts
 Sources
• TCS Annual Report, Investors Relations
• Tcoc – Tata Code of conduct
• https://www.independentdirectorsdatabank.in/pdf/partners/iimb/The_Changing_Face_of_Business_Ethics
_in_India-updated.pdf
• Tech Mahindra Annual Report
• Tech Mahindra ethical code of business conduct book

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Thank You

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