CODE OF CONDUCT

Introduction

DEL is a professionally managed organisation and believes in maintaining a good Corporate Governance Structure. We believe that the first and foremost responsibility of the organisation is to ensure that the organisation is managed in a manner that protects and furthers the interests of our stakeholders. We don’t just recognise society and the community at large as an important stakeholder but believe that it is the very purpose of its existence. We also believe in the importance of practising good corporate citizenship.

Corporate Governance Policy

The Corporate Governance Policy of the company deals in guiding conduct of the affairs of the Company and outlines the roles, responsibilities and authorities of the key entities in the governance structure of the Company. The directors, senior management and employees must adhere to the Corporate Governance Policy of the Company.

Good Corporate Citizenship

With Good Corporate Citizenship being one of the company’s top most priority. The company focuses and ensures that proper code of conduct is being adhered to with respect to the following:

1. Workplace

In dealing with each other, directors, senior management and employees shall uphold the values which are at the core of our HR Philosophy – trust, teamwork, mutuality and collaboration, meritocracy, objectivity, self respect and human dignity. Indeed, these values form the basis of our HR management systems and processes. In selection and recruitment, while meritocracy will be a prime criterion, managers will scrupulously consider all factors that go towards securing the interests of the Company. DEL will focus on meritocracy, equity and upholding of Company values in all people processes including performance management systems, appraisals, remuneration and rewards.
As a good corporate citizen, DEL is committed to a gender friendly workplace. It seeks to enhance equal opportunities for men and women, prevent/stop/redress sexual harassment at the workplace and institute good employment practices.
Sexual harassment includes unwelcome sexually determined behaviour such as: unwelcome physical contact; a demand or request for sexual favours; sexuallycoloured remarks; showing pornography and any other unwelcome physical, verbal or non-verbal conduct of a sexual nature.
DEL maintains an open door for reportees; encourages employees to report any harassment concerns and is responsive to employee complaints about harassment or other unwelcome and offensive conduct.
DEL demands, demonstrates and promotes professional behaviour and respectful treatment of all employees.

2. Relationship with third parties

It must be ensured by all directors, senior management and employees at all times that the company’s interests are never compromised in their dealings with suppliers and customers and other third parties, the. No payments, other than those related to business transactions entered into with the company, shall be accepted by the directors, senior management and employees from suppliers and customers. Accepting gifts and presents of more than a nominal value will also be viewed as serious breach of discipline as this could lead to compromising the Company’s interests.

3. Legal Compliance

It is the company’s policy to comply fully with all applicable laws and regulations. The company cannot accept practices which are unlawful or may be damaging to its reputation.

4. Health and Safety

DEL is committed to provide good and safe physical working conditions. It also ensures that high standards of hygiene and housekeeping are maintained at all times. We also ensure that the staffs are well trained to prevent any serious or fatal accidents by implementing basic safety procedures.

5. Environment Policies

The Company believes in the concept of sustainable development and believes it is a key component of responsible corporate citizenship. The company therefore accords high priority to the environment policies.

6. Personal Conduct

All directors, senior management and employees are obligated to conduct themselves in an honest way maintaining high ethical and moral standards. They are expected to demonstrate exemplary personal conduct through adherence to the following:

I. Avoidance of Conflict of Interest

All directors, senior management and employees must avoid, at all times, situations in which their personal interest could conflict with the interest of the Company. This becomes a personal responsibility of all the directors, senior management and employees to ensure that such conflicts are avoided and potential conflicts are disclosed to higher management for guidance and action as appropriate.

II. Protection of Confidential Information

No director, senior management and employee shall disclose or use any confidential information gained in the course of employment/ association with the Company for personal gain or for the advantage of any other person. No information either formally or informally shall be provided to the press, other publicity media or any other external agency except within approved policies.

7. Whistleblower Policy

DEL believes that every employee is a stakeholder himself and must adhere to the Company’s Code of Conduct and conduct himself or herself at all times in a professional and ethical manner.
The “Whistleblower Policy” encourages directors and employees (hereinafter referred to as ’employees’) to bring to the Company’s knowledge and attention, instances of unethical behaviour, actual or suspected incidents of fraud or violation of the Code of Conduct, that could adversely impact the Company’s operations, business performance and / or reputation. The Company will investigate such reported incidents in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld.

8. Policy

It is DEL’s Policy:
(a) To create an environment where every employee feels free and secure to report specific incidents of unethical behaviour, actual or suspected incidents of fraud or violation of the DEL Code;
(b) To investigate such reported incidents in a fair manner;
(c) To take appropriate disciplinary action against the delinquent employee(s);
(d) To ensure that no employee is victimised or harassed for bringing such incidents to the attention of the Company.
The practice of this Policy will be overseen by the Audit Committee.

9. Reporting Mechanism

(a) Employees are encouraged to bring to the attention of the Company incidents pertaining, inter alia, to:
(i) Illegal or unethical conduct including that which adversely affects investors, shareholders, customers, suppliers, other employees, or the business performance or image or reputation of the Company;
(ii) Violation of any law or regulation including actual or suspected fraud;
(iii) Conflict of interest with the Company;
(iv) Leaking of confidential or proprietary information of the Company;
(b) A Whistleblower complaint may be made by any employee (hereinafter referred to as the ‘complainant’). Such complaint should be sent to his or her immediate reporting authority, with copies to the relevant Divisional Chief Executive / Head of Corporate Department and the Head of Corporate Human Resources. Anonymous complaint will not be entertained. If the complainant has reasons to believe that the concerned immediate reporting authority or his / her superior is involved in the suspected violation, the complaint may be addressed directly to the Head of Corporate Human Resources.

Complaint by or against senior management (as defined in the DEL Code) should be made to the Chairman of the Audit Committee with a copy to the Company Chairman.
(c) Complaint shall be made in writing and must include as much information about the suspected violation as the complainant can provide. It should describe:
(i) the nature, period of commission and details of the alleged violation;
(ii) the identities of the persons suspected to have committed the alleged violation; and
(iii) a description of the documents that would prove or relate to the suspected violation.
(d) Employees are encouraged to report such incidents as early as possible, in any case within 30 days of the suspected violation / breach noticed by him / her, so that timely action can be taken.

10. Investigation

(a) Upon receipt of a complaint (other than by or against senior management), the Head of Corporate Human Resources, who should keep the Line Director informed, will make an assessment thereof and on being satisfied as to the seriousness and credibility of the complaint, direct the complaint for investigation, in consultation with the General Counsel, to the Internal Audit Department of the Company.
(b) All employees have a duty to cooperate in an investigation.
(c) All information disclosed during the course of an investigation, including the identity of the complainant, will be kept confidential, except as necessary or appropriate to disclose for the purposes of the investigation or where required to be statutorily disclosed.
(d) The report of the investigation shall be submitted by the Internal Audit Department to the Corporate Management Committee alongwith reasoning and supporting material. Depending on the materiality, the investigation findings will be reported to the Audit Committee.
(e) Complaint by or against senior management will be investigated as directed by the Audit Committee.
(f) If the Corporate Management Committee / the Audit Committee determines that a violation has occurred, the Company will take appropriate action which may include disciplinary proceedings against the violator, including termination of employment.

11. No Retaliation

(a) This Policy is intended to encourage and enable employees to raise bonafide concerns. No employee who reports a violation shall suffer any harassment, retaliation or adverse employment condition as a consequence of such reporting.
(b) Any employee who retaliates against a person reporting a violation will be subject to disciplinary proceedings, which may extend to termination of employment.

12. Complaint to be made in good faith

(a) A complainant must act in good faith and have reasonable grounds for forming a belief that his or her complaint constitutes a violation as described under Clause 4(a).
(b) This Policy must not be used as a tool for victimisation, making false allegation or acting malafide.
(c) Any person who is found to be making baseless, reckless, malicious or deliberately false allegation, shall be subject to disciplinary proceedings, which may extend to termination of employment.