Company’s philosophy on code of Corporate Governance
The Purpose of the Code of Business Conduct. In today’s competitive environment, building on Company strengths is a necessity. SETCO’s strength derives from the Company’s quality product lines, and also from its reputation for honest and ethical conduct. Everyone with SETCO communicates Company values by the way they act as individual directors, managers and employees, and as citizens of the community. As such, each employee has a responsibility to follow the Code of Business Conduct on the job and during their involvement with outside activities that may affect or reflect on the Company.
Laws Supporting the Code of Business Conduct. SETCO conducts business in many parts of the world, and has employees in many countries. As such, SETCO’s operations are subject to the laws, rules and regulations of multiple jurisdictions, including not only countries, but also States, Provinces and Municipalities etc. Because SETCO is incorporated and headquartered in India, the Code of Business Conduct is based primarily upon Indian law, which can be applicable to transactions occurring outside of Indian borders. However, the principles contained herein are reflected in the laws of many of the jurisdictions in which SETCO transacts business. Where there is a potential conflict between the laws of two or more jurisdictions, you should contact SETCO Corporate Office for assistance in determining what law applies.
The Code of Business Conduct is Applicable to EVERYONE at SETCO. All of the directors managers and employees (full-time or part-time), including consultants and retainers of SETCO and its subsidiaries (Employees) shall comply with this Code of Business Conduct. The Code requires, among other things, compliance with all laws, rules and regulations applicable to the Company and to each of its business units.
Penalties for Violations of the Code. Any Employee determined to have violated the Codes after an investigation by the Company will be subject to discipline, up to and including termination. In determining what action is appropriate in a particular case, the Company shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past. Any waiver of the Code involving a director or senior executive may only be made by the Board of Directors and will be publicly disclosed to shareholders in an appropriate manner. If evidence of criminal wrongdoing is identified, the evidence shall be reported to the appropriate enforcement authorities.
Ask When You Have a Question or Concern. The best way to meet the requirements of the Code is for every Employee to be proactive and ask any questions or raise concerns before questionable behavior or a violation of the Code occurs. All Employees are encouraged to ask questions and to seek clarification whenever they have a good faith concern that an action they have been asked to take may present issues under the Code.
You Must Report Possible Violations of the Code and Cooperate with any Investigation. If any Employee believes that an actual or possible violation of the Code has occurred or is likely to occur, that person is required to report their concerns to the appropriate Company personnel, as provided herein. A failure to report a possible violation of the Code is itself a violation of the Code. You may report an actual or possible violation and remain anonymous, if you desire. All Employees are required to cooperate fully with and to maintain the confidentiality of any investigation of a possible violation of the Code.
You Will Be Protected From Retaliation for Asking Questions or Reporting Possible Violations. It is a serious violation of the Code for anyone (including any director, manager, employee, contractor, subcontractor or agent) acting or purporting to act for the Company to retaliate against any Employee who acted in good faith in asking questions or reporting possible violations of the Code. Retaliation includes, without limitation, any actual or attempted discharge, demotion, suspension, threat, harassment or discrimination of any kind or in any manner. Any person retaliating or attempting to retaliate against an Employee is subject to discipline, up to and including termination of employment. In addition, any Employee who attempts to retaliate as defined in this Code of Conduct could also be personally exposed to civil and criminal penalties. An intentional false accusation of a violation of the Code is not protected by the Code, and any Employee making an intentional false accusation will be subject to discipline, up to and including termination of employment.
What Happens with Your Reports of Possible Violations of the Code. Every manager or supervisor who receives a report of a possible violation of the Code is required to record the information submitted by the reporting Employee and to forward the record according to procedures established by SETCO’s Investigations Officer, who will determine how the report will be investigated and handled. The contents of the report and the identity of the Employee making the report (except for anonymous reports submitted) will be disclosed only to those Employees who have been selected by management to investigate reported violations of the Code. Any report of a possible violation of the Code by an executive officer will be promptly reported to and investigated under the direction of the Audit Committee.
What Happens with Your Questions. Most questions about typical business issues should be answered shortly after they are asked. The supervisor you talked to may have to discuss your question with management before questions can be answered (for example, questions concerning possible conflicts of interest, business opportunities, etc). If you have not received an answer within a reasonable time, please check with the person you initially talked to for the status of your inquiry. If you believe that you still have not received a response within a reasonable time, you may resubmit the question using any of the other methods set forth above.
Feedback on the Company’s Response to Your Report of a Possible Violation of the Code. After the Company has completed its investigation, you will be given a brief summary of the results of the investigation. Because of the privacy rights of other Employees who may have been involved, you will only be told whether a violation of the Code had been found and if a violation was found, that the appropriate disciplinary measure was imposed. If you have not received the summary of the results of the investigation within a reasonable time and you have not seen evidence that the Company is investigating your report, submit an inquiry about your report. However, if you have maintained anonymity , the Company will not be able to give you feedback.
What to Do if You Believe that You Are Being Subjected to Retaliation. If you believe that you are being subjected to any actual or threatened retaliation, intimidation or harassment because you reported (or indicated that you intended to report) a possible violation of the Code, immediately report the retaliation as a violation of the Code.
How to Ask Questions and Report Possible Violations. You may use any of the methods described below to ask questions or to report possible violations of the Code. The methods are listed in the order that is most appropriate for the routine questions and reports that may arise. If you think that one suggested method would be inappropriate, choose the method that you believe is the most appropriate. If you want to remain anonymous, make your report without disclosing your identity.