In today’s competitive environment, building on Company strengths is a necessity. SETCO’s strength derives from the Company’s quality product lines and 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.
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. 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 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.
All directors, managers, and employees (full-time or part-time), including consultants and retainers of SETCO and its subsidiaries, must comply with this Code of Business Conduct. The Code requires compliance with all laws, rules, and regulations applicable to the Company and each of its business units.
Any employee determined to have violated the Code after an investigation by the Company will be subject to discipline, up to and including termination. The Company will consider factors such as the nature and severity of the violation, whether it was a single or repeated occurrence, whether it was intentional or inadvertent, prior advice given, and the employee’s past record. Waivers involving directors or senior executives may only be granted by the Board of Directors and will be publicly disclosed to shareholders. Evidence of criminal wrongdoing will be reported to enforcement authorities.
The best way to meet the requirements of the Code is for employees to be proactive and ask questions or raise concerns before questionable behavior or a violation occurs. Employees are encouraged to seek clarification whenever they have a good faith concern about an action they have been asked to take.
If any employee believes that an actual or possible violation of the Code has occurred or may occur, they are required to report their concerns to the appropriate Company personnel. Failing to report a possible violation is itself a violation. Reports can be made anonymously, and all employees must cooperate fully with any investigation while maintaining confidentiality.
It is a serious violation of the Code for anyone to retaliate against an employee who acts in good faith in asking questions or reporting possible violations. Retaliation includes any form of harassment, discrimination, or adverse employment action. Individuals who retaliate are subject to disciplinary actions, including termination. False accusations made intentionally are not protected and will also lead to disciplinary action.
Managers or supervisors receiving reports must record and forward them according to established procedures. Investigations will maintain confidentiality, and the reporting employee will be informed of the outcome (except for anonymous reports). Reports concerning executive officers will be directed to and investigated by the Audit Committee.
Questions about typical business issues will be addressed promptly. Supervisors may need to discuss inquiries with management before providing answers. Employees should follow up if they do not receive a response within a reasonable time or escalate the inquiry if necessary.
Once an investigation is complete, employees will receive a summary of the results. However, anonymity may prevent the Company from providing feedback. If no feedback is received in a reasonable time, employees are encouraged to inquire about the status of their report.
If an employee feels they are being retaliated against for reporting a violation, they should immediately report it as a separate violation of the Code.
Employees can use various methods to ask questions or report violations, including anonymous reporting if desired.
A conflict of interest is any activity that is inconsistent with or opposed to the legitimate best interests of the Company. The basic conflict of interest rule is that Employees should avoid any activity, investment, or interest that might reflect unfavorably upon their own integrity and reputation of the Company. Employees should not use their Company position improperly to benefit themselves, relatives, friends, or other businesses. Employees have a duty to perform their jobs in the best interests of the Company. Employees should avoid situations and relationships which compete with their loyalty to the Company and which might affect their judgment in performing their duties. An Employee who conducts SETCO business with an organization that employs a relative, for example, should take appropriate precautions to avoid a potential conflict of interest or the appearance of preferential treatment.
Many questions relating to conflict of interest issues can be avoided by timely and adequate disclosure of facts. When the facts are known and reviewed, the Company may consent to Employee involvement in a situation that otherwise might appear to create a conflict of interest. The intent is not to have a policy that infringes on the personal lives of Employees. However, it must be recognized that an Employee assumes certain responsibilities of loyalty and trust when accepting employment with the Company.
At the back of this Code of Conduct is a disclosure form. Whenever an Employee encounters a situation that may involve a conflict of interest, the Employee is encouraged to complete this disclosure form and deliver it either to his or her immediate supervisor or to the Head of HR for review. This procedure will permit appropriate guidance in advance to avoid unfair charges against either the Company or the Employee based on incomplete or erroneous information. The underlying principle of this policy is that in most cases, questions of ethical conduct can be readily resolved through full disclosure and a reasonable review of all the facts by management.
Described below are several of the more common situations in which conflict of interest issues arise. This is not intended to be an all-inclusive list.
You may not exploit for your own personal gain opportunities that are discovered through the use of SETCO property, information or position unless the opportunity is disclosed fully in writing to the Company. If you are interested in pursuing an opportunity that you discovered in the course of your employment, you should disclose the opportunity in writing to your manager or supervisor. Until the Company declines to pursue the opportunity, you should not pursue it.
Information is a valuable corporate asset that Employees have a duty to protect. Generally speaking, confidential and proprietary information is information that has not been disclosed to the general public, if it gives SETCO an advantage over its competitors or that could expose the Company to harm or liability if inappropriately disclosed. Examples include corporate financial information, business strategies, drawings, designs, patent applications, trade secrets, computer and software systems, and other proprietary information about SETCO, its business activities or its dealers, suppliers, customers, and employees. All such information should be treated as confidential, and the duty to preserve SETCO’s confidential and proprietary information is not limited to the period of employment, but continues even after an Employee has left SETCO. Except to the extent legally required, confidential information should not be disclosed to people inside or outside SETCO who do not have a legitimate, work-related need to know. Confidential information should not be discussed in public places like elevators, airplanes, trains, restaurants, etc.
Employees should never attempt to acquire a competitor’s confidential information through improper means. Stealing confidential information or otherwise inducing disclosures by past or present employees of other companies are prohibited. While SETCO may, and occasionally may, employ former employees of competitors, SETCO respects the obligations of those employees not to use or disclose the confidential information of their former employers.
A. SETCO will not discriminate against individuals on the basis of race, color, religion, national origin, gender, sexual orientation, age, disability, veteran or other legally protected status. This applies to recruitment, selection, placement, promotion, termination, rates of pay, and other conditions of employment.
Harassment based upon a person’s race, color, religion, national origin, gender, sexual orientation, age, disability, veteran or other legally protected status is a violation of SETCO policy. Harassment includes disparaging or derogatory comments or other improper conduct by a manager or supervisor, coworker or a non-employee business contact such as a supplier or contractor and may occur on or off SETCO premises.
It is SETCO’s policy to comply with all applicable governmental laws, rules, and regulations. No Employee of SETCO may violate any applicable governmental law, rule or regulation or direct another Employee to violate an applicable law, rule or regulation on behalf of the Company.
Business conduct that has the effect of restraining competition in the marketplace may violate the law. Some of the more common examples of problematic, and sometimes prohibited, conduct are listed below:
Certain competitive practices are generally not considered ethical and may possibly be illegal. Included among the list of “unfair methods of competition” are:
Use of material inside information about any publicly traded company acquired through your position as an Employee for the purposes of trading in that company’s stock or recommending the purchase of that company’s stock to others is unlawful and a violation of this Code of Conduct. “Material” information is information which could influence an investor’s decision to buy or sell the company’s stock.
No employee being privy to any sensitive financial information should trade in SETCO stocks at least 30 days prior to the declaration of financial results of the company. It is encouraged that any employee who intends to trade in SETCO stock at any time should declare his or her intention prior to actual action to CFO of the company. If this intention of an employee is viewed not in the interest of SETCO, then he or she will be suitably communicated forthwith. SETCO being a company listed on Indian Stock Exchanges is required to comply with SEBI Guidelines as stipulated, including Corporate Governance. All Employees of SETCO share this responsibility and are required to ensure full compliance in all respects.
SETCO strives at all times to produce premium products, and its consistent performance as a quality manufacturer is critically important to its operations. Any known or suspected defect in a product must be reported immediately to the appropriate quality supervisor.
Indian law requires SETCO to make sure that its books and records accurately and fairly represent transactions and dispositions of its assets in reasonable detail. Additionally, it is a violation of Company policy for any Employee to cause SETCO’s books and records to be inaccurate in any way. Employees may not create or participate in the creation of records that intentionally are misleading or inaccurate and are expected to cooperate fully with SETCO’s internal and independent auditors.
SETCO’s shares are publicly traded. As a result, the Company is legally obligated to make various disclosures to the public. SETCO is committed to full compliance with all requirements applicable to its public disclosures. It has implemented disclosure controls and procedures to assure that its public disclosures are timely, compliant and otherwise full, fair, accurate and understandable. All Employees responsible for the preparation of the Company’s public disclosures, or who provide information as part of that process, have a responsibility to assure that such disclosures and information are complete, accurate and in compliance with the Company’s disclosure controls and procedures.
