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| [pic 2] GlaxoSmithkline Consumer Healthcare Ltd. |
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Conduct on Behalf of the firms | 1 | Relations with Home Govt |
It is the Company’s policy to comply fully with all applicable laws and regulations governing contact and dealings with government employees and public officials, and to adhere to high ethical, moral and legal standards of business conduct. This policy includes strict compliance with all local, state, federal, foreign and other applicable laws, rules and regulations. If you have any questions concerning government relations, contact the Company’s Legal Department at Complianceandethics@infosys.com.
| GSK employees must ensure that dealings with Government Officials are carried out according to the highest standards of integrity required for all GSK business and in compliance with all relevant laws and regulations. |
How should the top management behave with respect to ….. | 2 | Relations with Customers | Customer Relationships
If your job requires interfacing or contacting any Company customers or potential customers, it is critical to remember that you represent the Company to the people with whom you are dealing. Act in a manner that creates value for our customers and help build a relationship based upon trust. The Company and its employees have provided services for many years and have built up significant goodwill over the years. This goodwill is one of our most important assets, and you must act to preserve and enhance our reputation. | Interactions with Healthcare Organisations and medical societies
9.1 Grants and donations
All requests for grants and donations must comply with SOP-GSK-016 on ‘Grants and donations’.
Grants and donations must never be given to individual HCPs or to a charity nominated by an HCP. Clinical trial registries can not be funded by a grant.
GSK must only provide a grant or donation to an HCO or medical society in response to an unsolicited written request, when the grant
or donation has a valid and legitimate purpose.
All requests for grants and donations must be made in writing. Before making any grant to an HCO or medical society, GSK must understand the purposes for which the grant will be applied. The purpose must be sufficiently described for GSK to be able to determine if it complies with this Code, and if the amount of money requested is appropriate (and not excessive) for that purpose. The rationale for the amount of support must be documented and approved in accordance with the local approval procedure.
Where the grant or donation is provided to a recipient in another country, this must be communicated to, and there must be consultation with, the LOC of the country of the recipient
to ensure proper coordination of disclosure requirements and application of any specific LOC legal or policy requirements.
The budget for grants and donations to HCOs or medical societies must sit within a non-commercial function (except for grants and donations made in the context of GSK’s public policy and advocacy programs in the United States, in which case the budget may sit within the commercial organisation). Grants and donations to HCOs and medical societies must be tracked and, when required, made available for public disclosure. (See also clause 4.7).
GSK must not provide a grant to an HCO or medical society for any project that relates to medical education or disease awareness in disease areas where GSK has no authorised products. Where GSK supports a third party meeting by way of a grant, and influences the content of part of that meeting, then that part must be conducted as a GSK (stand-alone) meeting and therefore subject to this Code. (See clause 7.2 Supplementary information).
Research grants, practice improvement grants and funding to purchase equipment or services (or donations of such equipment or services) are allowed if permissible under local laws and
policies and provided that these do not subsidise routine activities or operations of any medical practice. Equipment or services can be donated only where they would be of clear and obvious benefit to a public institution or its patients. Such items or services must be appropriate
and fit for purpose, required by the institution, must not carry product branding and must clearly state that they have been provided as a healthcare service to the institution by GSK.
All requests for product donations must follow
POL-GSK-303 and SOP-GSK-303 on ‘Humanitarian product donation’.
GSK must not create a medical society.
Supplementary information
In the USA, GSK can provide grants for medical education after inviting grant applications from a limited number of medical education providers with a documented track record of developing and delivering high quality independent medical education programmes that have a measurable impact on improved patient health.
9.2 Support for the development of treatment guidelines by medical societies
If GSK does not have an authorised product in a given therapy area, then GSK medical staff can provide medical and scientific information for the development of a treatment guideline in response to an unsolicited request from a
medical society. In these circumstances and upon invitation, GSK can contribute information to the meetings and answer questions in discussions.
When GSK has an authorised product in a given therapy area and there is no treatment guideline endorsed by a medical society, or when existing guidelines need updating, then GSK medical staff can proactively enter into appropriate scientific dialogue with members of the relevant medical society to contribute GSK data and perspectives for the benefit of patients.
In either of the above situations, support provided for the generation or revision of guidelines must only be considered when GSK participation will bring scientific or medical value for the benefit of patients. Support from GSK must be clearly disclosed.
It is preferable that GSK is not the only healthcare company providing funding or technical support for the development of a medical society treatment guideline. Exceptions can occur in the case of requests to help support guidelines associated with rare diseases and/or significant public health concerns. In such cases the country Medical Director or MDL/VDL or Global Medical Affairs
Leader (GMAL) or designee can make an exception.
In all cases GSK staff must not be involved in the decision-making processes of the medical society.
Supplementary information
Official bodies (eg agencies and committees) of governments and regulatory authorities may have clearly defined and regulated procedures for the industry submission of information packages to support the development of official recommendations. These must meet the requirements of the official body and are not governed specifically under this Code.
Funding provided by GSK to a medical society
or other HCO in connection with the development of treatment guidelines is likely to be a grant,
and so subject to the requirements of clause 9.2.
Any transfer of value to medical societies or other HCOs must be tracked and, when required, made available for public disclosure. (See also clause 4.7).
9.3 Healthcare support services
Healthcare support services are services which GSK provides, directly or indirectly, to HCOs and/ or patients. These services must have the purpose of achieving better healthcare outcomes for patients, enhance patient care or benefit healthcare and comply with the requirements
of this clause.
Adverse Event Reporting
Appropriate measures must be established for the monitoring and processing of any adverse event reports that may be received in the course of any healthcare support service, whether a service provided to an HCO, or a patient programme following prescription. The requirements of SOP-GSKF-400 (Procedure for identification and tracking of patient support programmes (PSP, market research (MR) and interactive digital media (IDM) activities that may generate human safety information for GSK products) must be followed where applicable.
9.3.1 Services provided to Healthcare Organisations
Any proposal to provide healthcare support services must be reviewed and approved in advance by Medical and Legal, to ensure compliance with all applicable laws and regulations with appropriate contracts in place. Accountability can be with Medical or Commercial depending on the nature
of the service.
The healthcare support service must have a defined purpose to achieve better health outcomes for patients, and be designed in all respects to enhance patient care, or benefit a healthcare system while maintaining patient care.
Healthcare support services can bear company branding but must not bear the name of any medicine or product.
The involvement of GSK in the provision of the healthcare support services must be made clear to all recipients of the service.
The healthcare support service must not be designed to promote any medicines. The provision of a healthcare support service must be kept clearly separate from activities for the promotion of medicines. Sales representatives may introduce, but must not provide, deliver, demonstrate or
otherwise be involved in healthcare support services.
Patient confidentiality must be maintained at all times.
The provision of healthcare support services must not constitute an inducement to recommend, prescribe, purchase, supply, sell or administer specific medicines or for the purpose of a sales
representative or other GSK representative gaining access to a medical facility. Healthcare support services must not be provided to individual HCPs for their personal benefit or for their own financial advantage. Healthcare support services must not be provided to underwrite a commercial business or generate income for an HCP, practice, administrative staff or other HCO. GSK must not engage, nor provide funding for the engagement of HCPs to perform an activity that includes recommending or prescribing a particular medicine. |
3 | Relations with Business Partners | The Company’s suppliers make significant contributions to our success. To create an environment where our suppliers have an incentive to work with the Company, they must be confident that they will be treated lawfully and in an ethical manner. The Company’s policy is to purchase supplies based on need, quality, service, price and terms and conditions. The Company’s policy is to select significant suppliers or enter into significant supplier agreements though a competitive bid process where possible. Under no circumstances should any Company director, officer, employee or third party agent attempt to coerce suppliers in any way. The confidential information of a supplier is entitled to the same protection as that of any other third party and must not be received before an appropriate nondisclosure agreement has beensigned. In some cases where the products or services have been designed, fabricated, or developed to our specifications the agreement between the parties may contain restrictions on sales. | |
4 | Relations with Employees | The Company expects you to exercise good judgment to ensure the safety and welfare of Infoscions and to maintain a cooperative, efficient, positive, harmonious and productive work environment and business conduct. These standards apply while working on our premises, at offsite locations where our business is being conducted, at Company-sponsored business and social events, or at any other place where you are a representative of the Company. In addition, on client locations, you may be required to adhere to the client’s code of conduct as well. Independent directors of the Company are subject to certain additional duties and standards of conduct under the Companies Act, 2013 which are set out in Annexure 1 to the Code.
Honest and Ethical Conduct
We expect you to act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct, while working on the Company’s premises, at offsite locations where the Company’s business is being conducted, at Company sponsored business and social events, or at any other place where you are representing the Company.
We consider honest conduct to be conduct that is free from fraud or deception. We consider ethical conduct to be conduct in conformance with accepted professional standards of conduct and compliance with all applicable laws. Ethical conduct includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. This is discussed in more detail later in this Code.
Equal Opportunity Workplace Free of Discrimination or Harassment
The Company is committed to providing a work environment free of discrimination and harassment. The Company is an equal opportunity employer and makes employment decisions based on merit and business needs. The Company policy prohibits harassment of any kind, including harassment based on pregnancy, childbirth or related medical conditions, race, religious creed, color, sex, gender identity, national origin or ancestry, physical or mental disability, medical condition, marital status, age, sexual orientation, or any other basis protected by federal, state, or local law or ordinance or regulation. All such harassment is unlawful. The Company’s antidiscrimination and anti-harassment policy applies to all persons involved in the operation of the Company and prohibits harassment by any employee of the Company towards other Infosys employees including supervisors, outside vendors, and clients. It also prohibits discrimination or harassment based on the perception that anyone has any of those characteristics, or is associated with a person who has or is perceived as having any of those characteristics.
The Company believes in equal work opportunities for all employees and does not condone favoritism or the appearance of favoritism at the workplace. If you believe that you have been discriminated against, harassed or not given an equal opportunities at work, submit a complaint to your supervisor or the Human Resources Department as soon as possible after the incident. You may also report your complaint to the committee responsible for addressing grievances against harassment called HEAR (Hear Employees And Resolve) by sending an email to HEAR@infosys.com. Further, if you believe you have been sexually harassed, you can submit a complaint to the Grievance Redressal Body of the Company by sending an email to GRB@infosys.com. If you have any questions, relating to what constitutes discrimination or harassment, or if you have any other questions or concerns pertaining to discrimination or harassment, please refer to the Policy on Prevention and Redressal of Harassment at Infosys. |
Our intentions and actions are driven by our values of patient focus, transparency, respect for people and integrity. In addition the Anti-Bribery and Anti-Corruption (ABAC) Foundation Principles of legitimacy of intent, no undue influence or conflict of interest, transparency and proportionality must be followed.
• Interactions with HCPs, other healthcare
staff, the general public, media and Government Officials must be carried out in a responsible, ethical and professional manner in compliance with regulatory and legal requirements.
• Promotional practices and activities must never bring discredit upon, or reduce confidence
in, GSK or our industry.
• Relationships or interactions with HCPs, other healthcare staff, the general public, media and Government Officials must be intended to enhance healthcare and benefit individuals who use our products.
• GSK must only promote products in a country after any necessary authorisations have been granted in that country (see clause 7 for permitted activities at international congresses).
• GSK medicines must be promoted only for approved indication(s), consistent with locally approved product information. Other GSK products must be promoted only for approved uses in the relevant country.
• Promotion should only be directed at those whose need for, or interest in, the particular information can be reasonably assumed.
• Nothing must be offered or provided
in a way that has an inappropriate influence on the recommendation, prescription, purchase, supply, dispensing or administration of GSK products.
• Transfers of value (including grants, donations, subsidies, consulting contracts, educational items, practice-related items
or other financial benefits or benefits in kind) must not be provided or offered with the intent of improperly rewarding or influencing the recommendation, prescription, purchase, supply, dispensing or administration of GSK products or for a commitment to continue to do so. GSK employees must not use any inducement or deception to gain an appointment with HCPs, other healthcare staff, the general public, media or Government Officials, and the frequency and timing of appointments must not cause inconvenience.
• All materials and activities initiated, arranged
or funded by GSK must disclose GSK’s specific involvement. This declaration of involvement must be clearly visible.
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5 | Relations with foreign government | NA | NA |
6 | Relations with Investors | NA | NA |
7 | Civic and Community Affairs | NA | The scope of this clause covers relations with the general public, patient groups and the media in connection with GSK products or the related disease area post-authorisation. Interactions with these groups that relate to non-authorised or unapproved uses of GSK products must follow the Scientific engagement operating practice ‘Scientific interactions with non-medical or scientific audiences’ STD-GSK-002. POL-GSK-301 (Protecting and mitigating risks
from internal and external communication activities) applies to all interactions with these groups.
13.1 General public
13.1.1 Advertisement
GSK medicines for prescription must not be advertised to the general public unless such activity is expressly allowed under local laws or regulations. This prohibition does not apply to public health activities such as vaccination campaigns approved by the relevant licensing authorities.
Where advertising to the general public is permitted, advertising and promotion of any GSK medicine
to the general public should not encourage unnecessary or inappropriate purchasing or use. Advertising must indicate, where applicable, appropriate limitations to the use of medicines. Language which brings about fear or distress must be avoided.
13.1.2 Information about GSK products Where local laws permit information about GSK products to be provided to the general public, the information (including information on indications, side-effects, interactions with other
medicines, proper use, reports of clinical research, etc.) provided must be balanced, accurate,
and consistent with the necessary authorisation. It must not raise unfounded hopes of successful treatment or prevention, or be misleading with respect to the safety of the product. The provision of information on GSK products must not be intended or designed to encourage the patient
to ask their HCP to prescribe a GSK product or other product, except in countries where
advertising of the relevant product to the general public is expressly permitted.
13.1.3 Disease awareness
Subject to any applicable national laws or regulations, GSK may proactively provide disease awareness information to the general public about the characteristics of diseases, methods of prevention and screening and treatments, as well as other information intended to promote public health for disease areas where GSK has an authorised product. Unless local laws allow, disease awareness information should not be provided to the general public where GSK has the only prescription-only medicine within that disease or therapy area.
Disease awareness information includes booklets on diseases and/or medicines supplied directly or via an HCP, media campaigns, mailings to patient organisations and disease awareness advertising.
The provision of disease awareness information must not be intended or designed to encourage the patient to ask their HCP to prescribe a GSK product or other product.
It is not permitted to associate HCP-directed promotional materials to public disease awareness campaign materials (eg via use of brand imagery). |
8 | Environmental affairs | NA | NA |
9 | Product Safety | NA | 5.5 Product safety
Safety statements must respect the principle of fair balance and reflect available evidence.
It must not be stated that a GSK medicine has no side effects, toxic hazards or risks of addiction or dependency. The word ‘safe’ must never be
used to describe effects on consumers or patients, and the words ‘safely’ or ‘safer’ must never be used to describe a GSK medicine without qualification in promotional materials. |
10 | Product Quality | NA | NA |
11 | Payments to Govt Officials | Expenses Incurred on Government Officials
The FCPA permits companies to provide certain types of entertainment and travel to government officials provided that such entertainment and travel expenses are: (a) bona fide and related to a legitimate business purpose (i.e., not provided to obtain or retain business or to gain an improper advantage); (b) reasonable in amount; and (c) legal under the written laws of the government official’s home country.
Accordingly, no payments shall be made to or on behalf of a government official, whether directly or indirectly, in connection with efforts to obtain or retain business, except for reasonable and bona fide payments (such as travel and lodging expenses) that are directly related to the:
• Promotion, demonstration or explanation of products or services of Infosys; or
• Execution or performance of a contract between Infosys and a governmental authority.
Prior to incurring any expenses for government officials, employees shall ensure that reimbursement of such expenses is permissible under applicable local laws and relevant client policies. All such expenses shall be fairly and accurately reflected in Infosys’ books of accounts.
While making a claim for reimbursement, employees shall be required to mention if the expenditure was incurred towards the travel, entertainment or meals of government officials.
No per-diem may be paid in cash to government officials. In addition, Infosys prohibits any expenditure, or any amount, in support of travel, entertainment or otherwise in support of the family of a government official.
Even if the expenditure is permitted under local law, prior written approval must be obtained from the CFO for local meals and entertainment that otherwise adhere to the above-described requirements but have a value exceeding US$100 (or its equivalent) per person. Please send your requests to Complianceandethics@infosys.com for obtaining such written approvals. In situations where pre-approval is impractical or impossible, the event should be reported to the CFO through Complianceandethics@infosys.com with all the relevant details.
Gifts
In connection with certain holidays and other occasions, it is customary in many parts of the world to give nominal gifts to customers, government officials and other parties that have a business relationship with the Company. Generally, a nominal gift can be made by a Company director, officer or employee to a government official without violating the FCPA if: (a) the giving of the gift does not meet the elements of an FCPA violation (i.e., the gift is not given to obtain or retain business or gain an improper advantage); (b) the gift is lawful under the laws of the country where the gift is being given; (c) the gift constitutes a bona fide promotion or goodwill expenditure; (d) the gift is not in the form of cash; (e) the gift is of nominal value (on an individual and aggregate basis); and (f) the gift is accurately recorded in the Company’s books and records.
While no dollar amount is specified under the FCPA, in general, no gift with a value of more than US$100 (or its equivalent) should be given by an employee or third party agent to a government official without prior review and written approval by the CFO. For obtaining the relevant approvals, please send your requests to Complianceandethics@infosys.com. For gifts with a value of US$100 (or its equivalent) or less, you must obtain prior written permission from your supervisor. In the case of a third party agent, prior written permission must be obtained from the supervisor in charge of the relationship with the third party agent. No approval is required for providing Infosys promotional or advertising items with a value of less than US$50 (or its equivalent), such as pens or coffee mugs, as long as such activity does not otherwise violate any relevant laws or regulations. The number and value of items given, however, must be reasonable and the gift must otherwise abide by the above-described requirements.
Prior to giving any gifts to government officials, employees shall ensure that such gifting is permissible under applicable local laws and relevant client policies. Employees must ensure that any such gifts carry the Infosys logo and are suited for official use. All such gifts or payments shall be fairly and accurately reflected in Infosys’ books of accounts. | NA |
12 | Does CoC has specific policy regarding -Accepting bribes, kickbacks, gifts | Anti-Corruption Policy
The Company’s reputation for honesty, integrity and fair dealing is an invaluable component of the Company’s financial success, and of the personal satisfaction of its employees. Our employees are expected to comply with the applicable laws in all countries to which they travel, in which they operate and where we otherwise do business, including laws prohibiting bribery and corruption. The Company is committed to compliance with all relevant anti-corruption legislation, including the FCPA (as if it were to be a U.S. incorporated Company), the Bribery Act 2010 (U.K.) and the Prevention of Corruption Act, 1988 (India).
The Company lists its ADSs on a U.S. stock exchange and is therefore subject to the FCPA. In addition, certain shareholders, directors and/or employees of Infosys are U.S. persons and thus, individually, subject to the FCPA. The FCPA has two major components: (1) the anti-bribery prohibitions; and (2) the accounting and recordkeeping requirements. Both components apply to the Company’s business activities conducted in the U.S. and abroad. The FCPA anti-bribery prohibitions disallow a company or its employee or representative from giving, paying, promising, offering, or authorizing the payment, directly or indirectly through a third party, anything of value to any “government official” (a broad term whose scope is discussed below) to persuade that official to help the company, or any other person, obtain or keep business. The FCPA bars payments even if: (1) the benefit is for someone other than the party making the payment; (2) the business sought is not with the government; (3) the payment does not work and no business is awarded; or (4) the government official initially suggested the payment.
The FCPA also requires the company to keep accurate and complete records in its books of accounts of the financial transactions in which it engages. The company must make good-faith efforts to ensure that the ventures in which it owns a minority interest and the third party agents it engages also maintains such records in that party’s books of accounts.
Compliance with the FCPA and other anti-corruption laws must be undertaken on a case-by-case basis and can be complex. Employees should not try to determine whether an activity is restricted or prohibited on their own. If a question arises regarding any improper payment related issue, please write to Complianceandethics@infosys.com before taking any action, including any verbal assurances that might be regulated by international laws. | NA |
13 | Does CoC has specific policy regarding -Paying bribes, kickbacks or gifts | Prohibition of Bribery
Infosys strictly prohibits bribery in any form. As outlined above, the FCPA’s anti-bribery provisions render illegal any corrupt offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value to any government official for the purpose of:
• influencing any act or decision of the government official in his official capacity; inducing the government official to do or omit to do any act in violation of his lawful duty; securing any improper advantage; or
• inducing the government official to influence a decision of a governmental authority,
in order to obtain or retain business or to direct business to anyone.
For the purpose of this Policy, the term “government official” includes:
• a public official, whether foreign or domestic;
This includes all paid, full-time employees of a government department or agency (whether in the executive, legislative or judicial branches of government and whether at the national, provincial, state or local level). Government officials can also include part-time workers, unpaid workers, individuals who do not have an office in a government facility, and anyone acting under a delegation of authority from a government to carry out government responsibilities. This also includes officers and employees of companies or entities that have government ownership or control, such as state-owned enterprises and government-controlled universities and hospitals.
• a candidate or official of a political party, whether foreign or domestic;
• a representative of an organization wholly-owned or majority-controlled by a government, whether foreign or domestic; or
• an employee of a public international organization.
The term “anything of value” as used in this Policy may include cash payments, gifts, entertainment, excessive business promotional activities, covering or reimbursing expenses of government officials, in kind or political contributions, investment opportunities, shares, securities, loans or contractual rights, promise of future employment, payments under consulting agreements, subcontracts, stock options, and similar items of value provided to government officials.
U.S. anti-fraud and anti-commercial bribery laws also prohibit bribery (often called “kickbacks”) in the private sector.
Under the U.K. Bribery Act, a person is guilty of the offence of bribery if he/ she, whether directly or through a third party, offers, promises or gives a financial or other advantage to another person with the intent to induce or reward the improper performance of a function or activity. In some cases, the acceptance of the advantage would itself constitute the improper performance of a function or activity. The recipient need not be in public office or the public sector for the bribe to constitute an offence. Thus, the U.K. Bribery Act prohibits bribery in both the public and private sectors.
Under the Prevention of Corruption Act, 1988, bribery of governmental officials and agents, whether directly or indirectly, is strictly prohibited.
Anti-corruption legislation in your home jurisdiction, which is likely to include similar restrictions, must be followed. | NA |
14 | Does CoC has specific policy to deal with Conflict of Interest for the top management | Outside Directorships.
Directors: Executive directors may, with the prior consent of the Chairperson of the Board of Directors (“Board”), serve on the boards of two other business entities, provided that such business entities are not in direct competition with our business operations. Executive directors are also allowed to serve on the boards of corporate or government bodies whose interests are germane to the future of the software business, or are key economic institutions of the nation, or whose prime objective is benefitting society. Independent directors are not expected to serve on the boards of competing companies.
Executive Officers: Executive Officers of the Company (who are not members of the Board) may, with the prior approval of the Chairperson of the Board and the Company’s Chief Executive Officer and Managing
Director, serve on the board of one other company, provided that such company is not in direct competition with our business operations.
Employees: It is a conflict of interest for employees to serve as a director of any company that competes with the Company. Our policy requires that you obtain approval from the Company’s Chief Executive Officer or Chief Operating Officer before accepting a directorship. For obtaining such approvals, please send your requests to Complianceandethics@infosys.com. Approvals are subject to compliance with the terms and conditions of specified actions and tasks. | 4.1.3 Conflict of interest – A Director or a Senior Management member must not put himself in a position where there is an actual or potential conflict between his duty to the Company and his personal interests. A declaration to this effect will be required to be signed off. |
Conduct Against the Firm | | |
Conduct Against the Firm… | 15 | Divulging Trading information | NA | NA |
What does the CoC indicate about ……….for top management | 16 | Insider Trading | Obligations under Securities Laws and Prohibition against Insider Trading
Obligations under the Indian, U.S., U.K. and French securities laws apply to everyone as the Company is listed on the Indian and U.S. stock exchanges, as well as the NYSE Euronext London and the NYSE Euronext Paris. In the normal course of business, you may have access to “material” nonpublic Company information. Material nonpublic information is information about a company that is not known to the general public and that a typical investor would consider making a decision to buy, sell or hold securities.
Under applicable securities laws, it is unlawful for a person who has material nonpublic information about a Company to trade in the stock or other securities of the Company or to disclose such information to others who may trade. This information is the property of the Company - you have been entrusted with it. You have a duty to safeguard the confidentiality of all information obtained in the course of your work at the Company and should not use your position or knowledge of the Company to gain personal benefit or provide benefit to any third party and you may not profit from it by buying or selling securities yourself. Further, you are not to tip others (by way of making recommendations for purchase, sale or retention of the securities of the Company) to enable them to profit or for them to profit on your behalf. The purpose of this policy is both to inform you of your legal responsibilities and to make clear to you that the misuse of sensitive information is contrary to Company policy and applicable securities laws.
Insider trading is a crime, penalized by fines and imprisonment for individuals. In addition, regulatory authorities may seek the imposition of civil penalties on the profits made or losses avoided from the trading. Insider traders must also disgorge any profits made and they may also be subjected to an injunction against future violations. Finally, insider traders may be subjected to civil liability in private lawsuits.
Insider trading rules are strictly enforced, even in instances when the financial transactions seem small. The Company has imposed a trading blackout period on members of the Board, executive officers and all employees and they are not to trade in Company securities during the blackout period.
For more details, you should read the Company’s Insider Trading Rules, paying particular attention to the specific policies and the potential criminal and civil liability and/or disciplinary action for insider trading violations. You should comply with the Company’s Insider Trading Rules, follow the pre-clearance procedures for trading and trade only when the trading window is open.
All questions regarding the Company’s Insider Trading Rules should be directed to
Complianceandethics@infosys.com. | NA |
17 | Personal Character matters Honest and Ethical Conduct | We expect you to act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct, while working on the Company’s premises, at offsite locations where the Company’s business is being conducted, at Company sponsored business and social events, or at any other place where you are representing the Company. | Our intentions and actions are driven by our values of patient focus, transparency, respect for people and integrity. In addition the Anti-Bribery and Anti-Corruption (ABAC) Foundation Principles of legitimacy of intent, no undue influence or conflict of interest, transparency and proportionality must be followed.
• Interactions with HCPs, other healthcare
staff, the general public, media and Government Officials must be carried out in a responsible, ethical and professional manner in compliance with regulatory and legal requirements.
• Promotional practices and activities must never bring discredit upon, or reduce confidence
in, GSK or our industry.
• Relationships or interactions with HCPs, other healthcare staff, the general public, media and Government Officials must be intended to enhance healthcare and benefit individuals who use our products.
• GSK must only promote products in a country after any necessary authorisations have been granted in that country (see clause 7 for permitted activities at international congresses).
• GSK medicines must be promoted only for approved indication(s), consistent with locally approved product information. Other GSK products must be promoted only for approved uses in the relevant country.
• Promotion should only be directed at those whose need for, or interest in, the particular information can be reasonably assumed.
• Nothing must be offered or provided
in a way that has an inappropriate influence on the recommendation, prescription, purchase, supply, dispensing or administration of GSK products.
• Transfers of value (including grants, donations, subsidies, consulting contracts, educational items, practice-related items
or other financial benefits or benefits in kind) must not be provided or offered with the intent of improperly rewarding or influencing the recommendation, prescription, purchase, supply, dispensing or administration of GSK products or for a commitment to continue to do so. GSK employees must not use any inducement or deception to gain an appointment with HCPs, other healthcare staff, the general public, media or Government Officials, and the frequency and timing of appointments must not cause inconvenience.
• All materials and activities initiated, arranged
or funded by GSK must disclose GSK’s specific involvement. This declaration of involvement must be clearly visible |
18 | Divulging trade secrets/Proprietary info | | NA |
19 | Integrity of books and records | We consider honest conduct to be conduct that is free from fraud or deception. We consider ethical conduct to be conduct in conformance with accepted professional standards of conduct and compliance with all applicable laws. Ethical conduct includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. This is discussed in more detail later in this Code. | NA |
20 | Legal Responsibility | NA | NA |
21 | Ethical Responsibility of top management | The Code is a guide to professional conduct for independent directors of Infosys Limited. Infosys believes that adherence to these standards by independent directors and fulfilment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of independent directors.
I. Guidelines of professional conduct:
An independent director shall:
1. uphold ethical standards of integrity and probity;
2. act objectively and constructively while exercising his duties;
3. exercise his responsibilities in a bona fide manner in the interest of the Company;
4. devote sufficient time and attention to his professional obligations for informed and balanced decision making;
5. not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;
6. not abuse his position to the detriment of the Company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;
7. refrain from any action that would lead to loss of his independence;
8. where circumstances arise which make an independent director lose his independence, the independent director must immediately inform the Board accordingly;
9. assist the company in implementing the best corporate governance practices.
II. Role and functions:
The independent directors shall:
1. help in bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;
2. bring an objective view in the evaluation of the performance of the Board and management;
3. scrutinise the performance of the management in meeting agreed goals and objectives and monitor the reporting of performance;
4. satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;
5. safeguard the interests of all stakeholders, particularly the minority shareholders;
6. balance the conflicting interest of the stakeholders;
7. determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management;
8. moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest. |
This Code of Conduct has been adopted to ensure compliance with the applicable provisions of the Listing Agreement executed by GlaxoSmithKline Consumer Healthcare Limited (‘GSKCH’ or ‘the Company’) with the Stock Exchanges where the shares of the Company are listed.
It is vital to the success of the Company that business of the Company is conducted with honesty and integrity and in compliance with all applicable legal and regulatory requirements. This Code of Conduct sets out the fundamental standards to be followed by the Directors and Senior Management members in their everyday actions on behalf of the Company and seeks to promote honest and ethical conduct.
Inevitably, it cannot be a comprehensive guide. It is only intended as a summary. If a Director or a Senior Management member is in any doubt or has further questions he should seek advice from the Company Secretary/ Compliance Officer, whose contact details are given at the end of this Code.
2. APPLICABILITY
This Code applies to the Directors of the Company, both Executive and Non Executive and the members of Senior Management.
Senior Management for the purpose of this Code shall mean personnel of the company who are members of the management team and Company Secretary, Head of a Function/ Site and Regional Manages.
|
22 | Other conduct against the firm | NA | NA |
Laws cited in CoC | 23 | Competition Act | NA | NA |
What does the CoC indicate about………… | 24 | Securities Act | NA | NA |
25 | Environment Acts | NA | NA |
26 | Food and Drug Act | NA | NA |
27 | Product Safety Act (Consumer Protection) | NA | NA |
28 | Worker Health & Safety (Labor Act) |
Safety at the Workplace
The safety of people at the workplace is a primary concern of the Company. Each of us must comply with all applicable health and safety policies. We are subject to compliance with all local laws to help maintain secure and healthy work surroundings. Please go through the safety instructions published on the Company intranet from time to time and contact your Unit HR representative for any clarifications.
| NA |
29 | Corruption law |
Anti-Corruption Policy
The Company’s reputation for honesty, integrity and fair dealing is an invaluable component of the Company’s financial success, and of the personal satisfaction of its employees. Our employees are expected to comply with the applicable laws in all countries to which they travel, in which they operate and where we otherwise do business, including laws prohibiting bribery and corruption. The Company is committed to compliance with all relevant anti-corruption legislation, including the FCPA (as if it were to be a U.S. incorporated Company), the Bribery Act 2010 (U.K.) and the Prevention of Corruption Act, 1988 (India).
The Company lists its ADSs on a U.S. stock exchange and is therefore subject to the FCPA. In addition, certain shareholders, directors and/or employees of Infosys are U.S. persons and thus, individually, subject to the FCPA. The FCPA has two major components: (1) the anti-bribery prohibitions; and (2) the accounting and recordkeeping requirements. Both components apply to the Company’s business activities conducted in the U.S. and abroad. The FCPA anti-bribery prohibitions disallow a company or its employee or representative from giving, paying, promising, offering, or authorizing the payment, directly or indirectly through a third party, anything of value to any “government official” (a broad term whose scope is discussed below) to persuade that official to help the company, or any other person, obtain or keep business. The FCPA bars payments even if: (1) the benefit is for someone other than the party making the payment; (2) the business sought is not with the government; (3) the payment does not work and no business is awarded; or (4) the government official initially suggested the payment.
The FCPA also requires the company to keep accurate and complete records in its books of accounts of the financial transactions in which it engages. The company must make good-faith efforts to ensure that the ventures in which it owns a minority interest and the third party agents it engages also maintains such records in that party’s books of accounts.
Compliance with the FCPA and other anti-corruption laws must be undertaken on a case-by-case basis and can be complex. Employees should not try to determine whether an activity is restricted or prohibited on their own. If a question arises regarding any improper payment related issue, please write to Complianceandethics@infosys.com before taking any action, including any verbal assurances that might be regulated by international laws.
| ABAC Foundation Principles
Foundation principles Questions to ask yourself
Legitimacy of intent • Why am I doing this activity and is it consistent with GSK’s Values
and ABAC Foundation Principles?
• Do I have a hidden objective?
• Is it legal?
• Is it compliant with GSK policies and Standard Operating
Transparency
Procedure (SOP)?
• Could any of the activities or engagements (looked at individually
or in aggregate) be perceived as an attempt to improperly influence
an award of business, product registration or any other decision?
• Do we need to seek this information or do we already have it?
Proportionality
• Is the frequency or volume appropriate?
• Have I taken adequate steps to ensure that any actual or perceived
conflicts of interest are effectively managed?* (see footnote)
• Would my or the company’s reputation be affected if it was reported
No conflict of interest in the news?
or undue influence • If asked, will there be sufficient documentation to demonstrate why
my actions were appropriate?
• Could this negatively impact patients, research subjects, shareholders, customers or colleagues?
* For examples of conflict of interest, refer to SOP-GSK-006: Managing and addressing conflicts of interest procedure. |
30 | Marketing & Advt law | PROTECTING THE COMPANY’S CONFIDENTIAL INFORMATION
The Company’s confidential information is a valuable asset. The Company’s confidential information includes product architectures; source codes; product plans and road maps; business and marketing plans; proprietary and technical information, such as trade secrets and inventions; names and lists of customers, dealers, and employees; financial information and projections; nonpublic information about customers, suppliers and others; and much of its internal data. This information is the property of the Company and may be protected by patent, trademark, copyright and trade secret laws. All confidential information must be used for Company business purposes only. Everydirector,officer, employee and third party agent must safeguard it. This responsibility includes, not disclosing the Company confidential information such as information regarding the Company’s services or business, over the internet. You are also responsible for properly labeling any and all documentation shared with or correspondence sent to the Company’s Legal Department or outside counsel as “Attorney-Client Privileged”. This responsibility includes the safeguarding, securing and proper disposal of confidential information and extends to confidential information of third parties, which is detailed elsewhere in this Code. Unauthorized use or distribution of this information is prohibited and could also be illegal and result in civil or criminal penalties.
Even if you are not directlyinvolved in financial reporting or accounting, you are likelyinvolved with financial records or reports of some kind—a voucher, time sheet, invoice or expense report. In addition, most employees have involvement with product, marketing or administrative activities, or performance evaluations, which can affect our reported financial condition or results. Therefore, the Company expects you, regardless of whether you are otherwise required to be familiar with finance or accounting matters, to use all reasonable efforts to ensure that every business record or report with which you deal is accurate, complete and reliable. | 13.1 General public
13.1.1 Advertisement
GSK medicines for prescription must not be advertised to the general public unless such activity is expressly allowed under local laws or regulations. This prohibition does not apply to public health activities such as vaccination campaigns approved by the relevant licensing authorities.
Where advertising to the general public is permitted, advertising and promotion of any GSK medicine
to the general public should not encourage unnecessary or inappropriate purchasing or use. Advertising must indicate, where applicable, appropriate limitations to the use of medicines. Language which brings about fear or distress must be avoided.
The following applies to all digital assets and external communication through digital channels, including and not limited to: websites, mobile applications, email, social media channels such as Facebook and Twitter, which are owned and/or
controlled by GSK. This relates to post-authorisation activities only. For pre-authorisation activities please refer to the Scientific engagement operating practice “Using digital media for scientific interactions” STD-GSK-002.
14.1 Compliance with the global procedures for business use of digital channels
All external communication through digital channels by or on behalf of GSK must comply with the GSK Standard Operating Procedure SOP-GSK-502 (Global procedures for business use of digital channels). This SOP is supplemented by additional control documents that provide clear guidance on the use of the many digital channels. Please refer to the Global Digital Risk Board for further information by contacting digitalrisk@gsk.com. |
31 | Other laws/General law | NA | NA |
Govt Agencies referred in CoC | 32 | Competition Commission | Competition laws also govern, usually quite strictly, relationships between the Company and its competitors. As a general rule, communications with competitors should always avoid subjects such as prices or other terms and conditions of sale, customers, and suppliers. You should not knowingly make false or misleading statements regarding its competitors or the products of its competitors, customers or suppliers. Participating with competitors in a trade association or in a standardscreation bodyisacceptable when the association has been properly established, has a legitimate purpose, and has limited its activities to that purpose | NA |
33 | Company Law Board | NA | NA |
34 | Other Agencies | NA | 2 Patient advocacy groups/patient organisations
Business units and LOCs may support the work of patient organisations, consistent with local policies. They must ensure that their involvement is declared, transparent, that any conflicts of interest are effectively managed, that all the arrangements comply with this Code and local regulations, and that written contracts are in place.
GSK must publicly disclose a list of all patient organisations to which we have provided financial support and/or in kind support (eg resource support) in the preceding year, detailed to an individual project level. The percentage of the patient group’s annual income that GSK’s grant represents must also be declared. This is done on GSK’s corporate website.
GSK must not create patient organisations, and GSK must not be the sole funding sponsor of a patient organisation or any of its major programmes. GSK must not provide more than 25% of the total grant and donation funding received by patient organisations during any calendar year and must not seek a direct return on investment from such funding. For patient groups representing rare diseases and start-up funding (funding in the first year) the maximum level of funding is 50%. Exceptions to these restrictions may be agreed by the LOC General Manager or, in the case of above country sponsorship, the Senior Vice President Government Affairs, Public Policy and Patient Advocacy (GAPPPA) or the Regional Medical Directors. GSK’s funding and involvement must not exert actual or perceived undue influence on the activities of the organisation.
|
Internal Oversight mechanisms indicated in the CoC regarding Compliance of Company rules | 35 | Supervisor surveillance | The Company believes in equal work opportunities for all employees and does not condone favoritism or the appearance of favoritism at the workplace. If you believe that you have been discriminated against, harassed or not given an equal opportunities at work, submit a complaint to your supervisor or the Human Resources Department as soon as possible after the incident.
| NA |
36 | Internal Watchdog committee | Whistleblower cases
If you find or have concerns related to: (i) questionable accounting, accounting controls, auditing matters, or reporting of fraudulent financial information to our shareholders, government or the financial markets; or (ii) grave misconduct, i.e., conduct which results in a violation of law by the Company or in a substantial mismanagement of Company resources which if proven, would constitute a criminal offence or reasonable grounds for dismissal of the person engaging in such conduct; or (iii) conduct which is otherwise in violation of any law, you should promptlycontact the ombudsman, in accordance with the Company’s Whistleblower Policy.
You may also report your concerns anonymously by sending an e-mail to whistleblower@infosys.com or bysending an anonymous letter to the ombudsman, except where anonymous reporting is prohibited under local law. If you have reason to believe that this individual is involved in the matter you wish to report, you should report those facts to the Audit Committee of the Company’s Board. For more details, you should read the Company’s Whistleblower Policy available on the Infosys intranet and on the Infosys website at http://www.infosys.com/investors/corporate-governance/Documents/whistleblower-policy.pdf.
Other Cases
Other violations that do not fall within the scope of the Whistleblower Policy or any other section detailed in this Code, must be reported in the manner set forth under the relevant section of this Code to:
• your Unit HR representative; or
• Complianceandethics@infosys.com | NA |
37 | Internal audits | Dealing with Auditors
Our auditors have a duty to review our records in a fair and accurate manner. You are expected to cooperate with independent and internal auditors in good faith and in accordance with law. In addition, you must not fraudulently induce or influence, coerce, manipulate or mislead our independent or internal auditors regarding financial records, processes, controls or procedures or other matters relevant to their engagement. You may not engage, directly or indirectly, any outside auditors to perform any audit, audit-related, tax or other services, including consulting, without written approval from the Chief Financial Officer and the Audit Committee. | NA |
38 | Read and Understand affidavit | NA | NA |
39 | Routine financial budgetary review | As a public company, we are required to follow strict accounting principles and standards, to report financial information accurately and completely in accordance with these principles and standards, and to have appropriate internal controls and procedures to ensure that our accounting and financial reporting complies with applicable law. The integrity of our financial transactions and records is critical to the operation of our business and is a key factor in maintaining the confidence and trust of our employees, security holders and other stakeholders.
It is important that all transactions are properly recorded, classified and summarized in our financial statements, books and records in accordance with our policies, controls and procedures, as well as all generally accepted accounting principles, standards, laws, rules and regulations for accounting and financial reporting | NA |
40 | Legal department review | All government requests for information, documents or investigative interviews must be referred to the Company’s Legal Department at Complianceandethics@infosys.com. No financial information may be disclosed without the prior approval of the Chief Financial Officer. | NA |
41 | Other oversight procedure | NA | NA |
Personal integrity mechanisms indicated in the CoC regarding Compliance of Company rules | 42 | Supervisor | NA | 11.6 Accountability
It is the responsibility of the General Manager
or designee (eg ‘Responsible Pharmacist’) working together with the local (or Area) RMCB with input from Legal, to have in place an SOP and an adequate system of accountability in each country or business unit that ensure:
• Compliance with local legislation and relevant codes of practice.
• Appropriate distribution in compliance with the storage recommendations for the product sample.
• Traceability in case of product or batch recall, to safeguard patients (including tracking lot numbers where required).
• Sufficient managerial oversight to prevent abuse of the sampling system.
• Any local activities that do not reflect the intent of familiarisation (eg access to medicine) must be separated from sampling and administered and controlled in a way that reflects their underlying intent (eg under an access to medicines programme or as a humanitarian product donation). Any such activities must be reviewed and approved by Legal to ensure that they are permitted under local law.
• Appropriate processes are in place to monitor and track sample distributions to ensure adherence to the business unit’s established policy. |
43 | Internal Watchdog committee | NA | NA |
44 | Corporation’s legal counsel | NA | NA |
45 | Others (in firm) | NA | NA |
46 | Compliance affidavits | NA |
11.5 Compliance
Samples must only be supplied in compliance with local legislation, including the need for written requests and HCP signatures where required.
|
47 | Employee integrity |
Honest and Ethical Conduct
We expect you to act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct, while working on the Company’s premises, at offsite locations where the Company’s business is being conducted, at Company sponsored business and social events, or at any other place where you are representing the Company.
We consider honest conduct to be conduct that is free from fraud or deception. We consider ethical conduct to be conduct in conformance with accepted professional standards of conduct and compliance with all applicable laws. Ethical conduct includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. This is discussed in more detail later in this Code.
| Corporate Integrity Agreement (CIA)
GSK staff (including contract workers and contingency staff) who perform certain covered functions (promotional, product-related or payer-related) are required to complete annual CIA mandatory training. Individuals who feel they may perform covered functions (listed below) or may be contracting with individuals conducting covered functions must identify themselves to their Compliance personnel to determine whether they are ‘covered persons’ and complete training within 30 days of identification and then annually thereafter.
All vendors contracted by GSK for covered function work relating to a US authorised product are required to complete the training requirement. In addition, consultants (HCPs and others) contracted by GSK for more than 160 hours per year for covered function work relating to a US authorised product and a US HCP or Healthcare Organisation (HCO) are also required to complete the training requirement. |
48 | Senior Management role models |
II. Role and functions:
The independent directors shall:
1. help in bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;
2. bring an objective view in the evaluation of the performance of the Board and management;
3. scrutinise the performance of the management in meeting agreed goals and objectives and monitor the reporting of performance;
4. satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;
5. Safeguard the interests of all stakeholders, particularly the minority shareholders; 6. balance the conflicting interest of the stakeholders;
7. determine appropriate levels of remuneration of executive directors, keymanagerial personnel and senior management and have a prime role in appointing and where necessaryrecommend removal of executive directors, key managerial personnel and senior management;
8. moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.
| 4. DUTIES
4.1 Fiduciary duty
Directors and the Senior Management members should be a role-model for these standards by visibly demonstrating support and by regularly encouraging adherence by managers Every Director and Senior Management member must act in good faith in his dealings with or on behalf of the Company and exercise the powers and fulfil the duties of his office honestly. His fiduciary duty has following aspects:
4.1.1 A duty to act in good faith – Every Director and Senior Management member has a duty to act in good faith in what he considers to be in the best interest of the Company, which would be the interest of all shareholders and other stakeholders, present and future.
4.1.2 To exercise powers for a proper purpose – Every Director and Senior Management member must exercise his powers in the Company’s interests and only for the purpose or purposes for which they are given, even if he believes that to do otherwise would be in the best interests of the Company.
4.1.3 Conflict of interest – A Director or a Senior Management member must not put himself in a position where there is an actual or potential conflict between his duty to the Company and his personal interests. A declaration to this effect will be required to be signed off.
4.1.4 Use of Company Property – Every Director and Senior Management member is regarded as a trustee of the Company’s property (which will include information belonging to and about the Company and opportunities of which the Company might take advantage). Accordingly, he will be answerable if he knowingly participates in a misapplication of Company property or knows or ought to have known of the misapplication. Any profit arising in such circumstances must be accounted for to the Company by the Directors and the Senior Management members.
4.1.5 Gift Policy – The Company has an approved Gift Policy and the Directors and Senior Management members should adhere to and follow the policy in its true spirit with respect to the giving and accepting of gifts.
4.2 Duty of skill and care
The fiduciary duty imposes on each Director and Senior Management member an obligation to do nothing which conflicts with the Company’s interest. When a Director or Senior Management member is acting in the Company’s interest, he is expected to exercise whatever skill he possesses with reasonable care. This duty has following aspects:
4.2.1 Degree of skill – A Director or Senior Management member is expected to display the general knowledge, skill and experience that he actually has and which might reasonably be expected of someone carrying out his function within that company.
4.2.2 Attention to the business – Each Director and Senior Management member must attend diligently to the affairs of the Company. The degree of diligence required is
higher for Senior Management members and the executive Directors than non-executive Directors.
4.3 Breach of duties
Any breach of these duties by a Director or Senior Management member enables the Company to take action against him and sue him for its loss. Failure by any Director or Senior Management member to comply with this Code will subject him to disciplinary action up to and including separation from employment with the Company |
External Oversight mechanisms indicated in the CoC regarding Compliance of Company rules | 49 | Independent Auditors | NA | NA |
50 | Law Enforcements | NA | NA |
51 | Other external | NA | NA |
52 | Codes mentioning enforcement or compliance proceed | NA | NA |
Penalties mentioned in CoC in case of violation of rules and regulations of the company or other laws | 53 | Reprimand | NA | NA |
54 | Fine | Insider trading is a crime, penalized by fines and imprisonment for individuals. In addition, regulatory authorities may seek the imposition of civil penalties on the profits made or losses avoided from the trading. Insider traders must also disgorge anyprofitsmade and theymayalso besubjectedto an injunction against future violations. Finally, insider traders may be subjected to civil liability in private lawsuits.
Violation of some of the provisions of the competition laws can lead to fines and imprisonment for the individuals involved and to even heavier fines for the Company. To ensure that the Companycomplies fully with these laws, each of us should have a basic knowledge of the applicable laws and guidelines and should involve our Legal Department early on when questionable situations arise. | NA |
55 | Demotion | NA | NA |
56 | Dismissal/firing | If you find or have concerns related to: (i) questionable accounting, accounting controls, auditing matters, or reporting of fraudulent financial information to our shareholders, government or the financial markets; or (ii) grave misconduct, i.e., conduct which results in a violation of law by the Company or in a substantial mismanagement of Company resources which if proven, would constitute a criminal offence or reasonable grounds for dismissal of the person engaging in such conduct; or (iii) conduct which is otherwise in violation of any law, you should promptlycontact the ombudsman, in accordance with the Company’s Whistleblower Policy.by the Company or in a substantial mismanagement of Company resources which if proven, would constitute a criminal offence or reasonable grounds for dismissal of the person engaging in such conduct; or (iii) conduct which is otherwise in violation of any law, you should promptlycontact the ombudsman, in accordance with the Company’s Whistleblower Policy. | NA |
57 | Other internal penalty | NA | NA |
58 | Legal Prosecution | NA | NA |
59 | Other external penalty | NA | NA |
General Information in the CoC | 60 | Need to maintain corporation’s good reputation | NA | NA |
61 | Letter introductory remarks from CEO/Chairperson | Letter introductory remarks from CEO/Chairperson Below link to Vedio gives the complete message
http://www.infosys.com/meet-dr-vishal-sikka/
letter to Investors
http://timesofindia.indiatimes.com/tech/tech-news/Infosys-CEO-Vishal-Sikkas-letter-to-investors/articleshow/47766081.cms
"Going beyond automation, we are bringing artificial intelligence to more cognitive tasks that were not solvable by software systems, specifically, complex business problems such as airplane engine balancing through artificial neural networks," Sikka added. | GSK Code of Practice
GSK’s interaction with external communities and the marketing of our products to ensure their appropriate use and availability is fundamentally important to patients, our customers and GSK. Like all our activities, our objectives and actions in these areas are driven by our values of respect for people, patient focused, transparency and integrity.
All GSK employees are expected to engage with external communities according to our values, adhering to relevant laws, regulations,
GSK policies and industry Codes of Practice.
I cannot overstress the importance of adhering to this global Code
of Practice. It will ensure that Healthcare Professionals and the general public can be confident that our interactions with them and the marketing of our products is based on the merits of each product and the patient’s particular healthcare needs.
By following this Code, each and every one of us will be able to take great pride in the way that we do business, working openly with others to help improve the health and wellbeing of people, whoever they are and wherever they may be.
Our values ensure that doing what is right for the patient is at the heart of every decision and interaction. It is critical that we build trust with doctors, patients and society and this Code and our values will help us to do just that.
Andrew Witty
Chief Executive Officer
|
62 | Code specific to which country (home country/world/general others) |
Obligations under the Indian, U.S., U.K. and French securities laws apply to everyone as the Company is listed on the Indian and U.S. stock exchanges, as well as the NYSE Euronext London and the NYSE Euronext Paris. In the normal course of business, you may have access to “material” nonpublic Company information. Material nonpublic information is information about a companythat is not known to the general public and that a typical investor would consider making a decision to buy, sell or hold securities.
Under applicable securities laws, it is unlawful for a person who has material nonpublic information about a Companyto trade in the stock or other securities of the Companyor to disclose such information to others who may trade. This information is the property of the Company - you have been entrusted with it
| NA |
63 | Company Vision Mission Value & Preamble | Our Values
At Infosys, our values shape our decisions. They define our character, culture, and work ethic. Values are what help us stay rooted and aspire to scale new heights.
We believe the softest pillow is a clear conscience. The values that drive us underscore our commitment to CLIFE — our set of values that guide us at all times:
CLIFE
Client value: To surpass client expectations consistently
Leadership by example: To set standards in our business and transactions, and be an exemplar for the industry and ourselves
Integrity and transparency: To be ethical, sincere, and open in all our transactions
Fairness: To be objective and transaction-oriented, and thereby earn trust and respect
Excellence: To strive relentlessly, constantly improve ourselves, our teams, and our services and products to become the best | Our mission is to help people do more, feel better, live longer.
The business is focused around the delivery of three strategic priorities which aim to increase growth, reduce risk and improve our long-term financial performance. These priorities are: grow a diversified global business, deliver more products of value, and simplify the operating model.
Operating responsibly and ensuring our values are embedded in our culture and decision-making helps us better meet the expectations of society.
Grow a diversified business
Our aim
Boy eating Horlicks biscuits
We have been creating a more balanced business and product portfolio, capable of delivering sustainable sales growth.
This is centred on our three business areas of Pharmaceuticals, Vaccines and Consumer Healthcare.
In March 2015 we acquired Novartis’s vaccines business (excluding influenza vaccines) and combined our Consumer Healthcare businesses to create a new company.
Highlights
£23bn Group turnover
40% Group turnover outside USA and Europe
Deliver more products of value
Our aim
Scientist looking at a screen
We have changed our R&D organisation so that it is better able to sustain a pipeline of products that offer valuable improvements in treatment for patients and healthcare providers.
This is underpinned by a focus on improving productivity and rates of return in R&D.
Highlights
4 significant new product approvals in 2014
Around 40 new molecular entities in phase II and III
Simplify the operating model
Our aim
Smiling man
As our business continues to change shape, we are transforming how we operate so that we can reduce complexity and become more efficient.
This frees up resources to reinvest elsewhere in the business.
Highlights
33 days increase in working capital
£3.5bn cumulative annual savings made through restructuring programmes since 2008
Responsible business
Our aim
Volunteer carrying boxes
Being a responsible business is central to our strategy, and how we deliver success is just as important as what we achieve. Ensuring our values are embedded in our culture and decision-making helps us better meet the expectations of society.
Highlights
1st in 2014 Access to Medicines Index
84% Dow Jones Sustainability Index score, placing us in the top 2% of our sector |
64 | Equal Opportunity | The Company is committed to providing a work environment free of discrimination and harassment. The Companyis an equal opportunityemployer and makesemployment decisions based on merit and business needs. The Company policy prohibits harassment of any kind, including harassment based on pregnancy, childbirth or related medical conditions, race, religious creed, color, sex, gender identity, national origin or ancestry, physical or mental disability, medical condition, marital status, age, sexual orientation, or any other basis protected by federal, state, or local law or ordinance or regulation. All such harassment is unlawful. The Company’s antidiscrimination and anti-harassment policy applies to all persons involved in the operation of the Company and prohibits harassment by any employee of the Company towards other Infosys employees including supervisors, outside vendors, and clients. It also prohibits discrimination or harassment based on the The Company is committed to providing a work environment free of discrimination and harassment. The Companyis an equal opportunityemployer and makesemployment decisions based on merit and business needs. The Company policy prohibits harassment of any kind, including harassment based on pregnancy, childbirth or related medical conditions, race, religious creed, color, sex, gender identity, national origin or ancestry, physical or mental disability, medical condition, marital status, age, sexual orientation, or any other basis protected by federal, state, or local law or ordinance or regulation. All such harassment is unlawful. The Company’s antidiscrimination and anti-harassment policy applies to all persons involved in the operation of the Company and prohibits harassment by any employee of the Company towards other Infosys employees including supervisors, outside vendors, and clients. It also prohibits discrimination or harassment based on the perception that anyone has any of those characteristics, or is associated with a person who has or is perceived as having any of those characteristics.
The Company believes in equal work opportunities for all employees and does not condone favoritism or the appearance of favoritism at the workplace. If you believe that you have been discriminated against, harassed or not given an equal opportunities at work, submit a complaint to your supervisor or the Human Resources Department as soon as possible after the incident. You may also report your complaint to the committee responsible for addressing grievances against harassment called HEAR (Hear Employees And Resolve) by sending an email to HEAR@infosys.com. Further, if you believe you have been sexually harassed, you can submit a complaint to the Grievance Redressal Body of the Company by sending an email to GRB@infosys.com. If you have any questions, relating to what constitutes discrimination or harassment, or if you have any other questions or concerns pertaining to discrimination or harassment, please refer to the Policy on Prevention and Redressal of Harassment at Infosys. | NA |
| 65 | Others | NA |
12.1 Human subject research
Human subject research includes, interventional clinical trials, non-interventional (observational) studies and studies using data from previously conducted studies; and must not be a vehicle of disguised promotion.
12.1.1 Human subject research policy GSK’s corporate policy POL-GSKF-408
(Conduct and public disclosure of human subject research policy) ensures all human subject research sponsored and supported by GSK consistently conforms to high ethical, medical and scientific standards. In addition GSK’s corporate policy POL-GSKF-411 (Investigator sponsored studies policy) provides GSK principles for the support of investigator-sponsored studies.
The principles in these policies, relevant local laws and SOPs detailing business unit and local operating processes must be followed.
12.1.2 Human subject research studies
All human subject research studies sponsored or supported by GSK (for example investigator-sponsored studies) must have a legitimate scientific purpose. The following are prohibited:
• The conduct of studies for promotional purposes or as an inducement to support GSK products in any way. For example the following are prohibited:
a) So called ‘seeding studies’ (studies with no scientific purpose which are conducted as a way for HCPs to gain experience of using a medicine).
b) GSK support of investigator-sponsored studies in order to reward HCPs for recommending, prescribing, purchasing, supplying, selling or administering GSK products; or to persuade them to do so by supporting the study.
• The participation of sales, marketing or commercial staff in the study design, conduct or publication of study results (see POL-GSKF-408 for further details regarding non-interventional health outcome studies).
12.2 Market research
Market research is the systematic gathering and interpretation of information about individuals or organisations using the statistical and analytical methods and techniques of the applied social sciences to gain insight or support decision making. It is distinct from clinical research.
• The rights of respondents are paramount, including rights to confidentiality, anonymity and the right to withdraw at any stage.
• Respondents must be able to provide voluntary, informed consent to data collection and use, based upon a clear understanding of the purpose of the data collection and the use(s) to which the data will be put.
• Market research must not be a vehicle for disguised promotion, it must be kept separate from any form of promotion.
• If the data gained from market research will be used for the purposes of promotion the market research data is subject to the same rules and regulations as any other data intended for promotion.
• If the data gained from market research is intended for publication, the publication should follow the principles in the International Committee Medical Journal Editors guidelines.
• Researchers must forward adverse events (that meet the reporting criteria) raised during the study in order to fulfil drug safety responsibilities, without compromising respondents’ rights
to anonymity and confidentiality. Respondents may provide consent to waive anonymity and confidentiality in the event of an adverse event/ side effect being raised during the analysis
of research.
• The requirements of SOP-GSKF-400 (Procedure for identification and tracking of patient support programmes, market research and interactive digital media activities that may generate human safety information for GSK products) must be followed where applicable.
• Participants in market research may receive a fee for service based on Fair Market Value from GSK or through third parties (eg market research agencies). Market research must be conducted in accordance with local laws and regulation of the respondent’s country as well as local/regional/central GSK market research operating procedures.
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