“Corporate Social Responsibility” (CSR) is a way of conducting business, by which corporate entities visibly contribute to the social good. The essence of CSR is to integrate economic, environmental and social objectives with the company’s operations and growth. CSR is the process by which an organization thinks about and evolves its relationships with society for the common good and demonstrates its commitment by giving back to the society for the resources it used to flourish by adoption of appropriate business processes and strategies.
The main objective of CSR policy is to make CSR a key business process for sustainable development of society. In its endeavors to mutually achieve the said objective, the Act stipulates the provisions regarding mandatory adherence to the Corporate Social Responsibility practices by the prescribed classes of companies.
Haier CSR Policy intends to:
1.1 To establish a guideline for compliance with the provisions of Regulations to dedicate a percentage of Company‘s profits for social projects and for Corporate Social Responsibility (CSR) Activities of Haier Appliances India Private Limited.
1.2 To lay down the guidelines for the company to evolve its relationship with society by way of social and economic contribution and by giving back to the society for the resources it used to flourish by adoption of appropriate business processes and strategies.
1.3 To prepare list of activities, programmers and projects to be undertaken during the implementation year, specifying modalities of execution and implementation schedules for the same.
SCOPE OF CORPORATE SOCIAL RESPONSIBILITY POLICY
The policy would pertain to all activities undertaken by the Company towards fulfilling its corporate social responsibility objectives. The policy would also ensure compliance with section 135 of the Companies Act, 2013 (“The Act”) and would include the activities as covered under Schedule VII to the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 and as amended from time to time.
The Company will support programs and activities as mentioned under Schedule VII of the Companies Act, 2013 and also such other activities including but not limited to the following:
1.4 Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water;
1.5 Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects;
1.6 Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;
1.7 Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water [including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga;
1.8 Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional art and handicrafts;
1.9 Measures for the benefit of armed forces veterans, war widows and their dependents;
1.10 Training to promote rural sports, nationally recognised sports, paralympic sports and olympic sports;
1.11 Contribution to the prime minister's national relief fund or any other fund set up by the central govt. for socio economic development and relief and welfare of the schedule caste, tribes, other backward classes, minorities and women;
1.12 Contributions or funds provided to technology incubators located within academic institutions which are approved by the central govt;
1.13 Rural development projects;
1.14 Slum area development.
Undertaking CSR Activities
Haier will undertake its CSR Activities, approved by CSR Committee and as per Authorization Matrix of the Policy.
Location of CSR efforts
The CSR Committee will decide on the locations for CSR Activities.
Composition of the Corporate Social Responsibility Committee
CSR Committee shall consists of following members;
Mr. Liang Haishan , Member [ Director]
Mr. Song Yujun, Chairman [MD]
Mr. Eric Braganza, Member [Whole Time Director]
Mr. Somesh Agrawal. Secretary [Company Secretary]
Responsibilities of CSR Committee:
The responsibility of CSR Committee includes:
1.15 Formulating and recommending to the Board of Directors the CSR Policy and indicating activities to be undertaken.
1.16 Recommending the amount of expenditure for the CSR activities.
1.17 Monitoring CSR activities time to time.
CSR through registered trust, society otherwise
The Board of Directors of the company may decide to undertake CSR activities approved by CSR committee through a registered trust, registered society or a company established by the company of its holding or subsidiary or associate company under section 8 of the Act or otherwise. Provide that:
· If such trust, society or company is not established by the company or its holding or subsidiary or associate company , it shall have an established track record of three years in undertaking similar projects or programs;
· The company has specified the projects or programs to be undertaken through these entities, the modalities of utilization of funds on such projects and programs and the monitoring and reporting mechanism.
The Company’s CSR projects and programmes shall be overseen and monitored by a separately CSR committee members and Marketing Head.
Monitoring and Reporting
1.18 Under the direction of the Committee, the Company shall implement a monitoring mechanism over the Company’s CSR projects and programmes. Such monitoring mechanism shall, among other things, make transparent the manner and details of the implementation of all CSR projects and programmes undertaken by the Company.
1.19 The Board shall receive yearly reports from the Committee with the assistance of Legal and Marketing HOD on the status of the Company’s implementation of specific CSR projects and programmes.
Surplus of CSR Projects
The Company shall seek to spend, in every financial year, at least 2 per cent of the average net profits of the Company made during the three immediately preceding financial years in accordance with the requirement of section 135 of the companies act 2013 and shall be such sum as may be prescribed by the Companies Act 2013 or rules made thereunder from time to time.
As per section 135 of the Companies Act, the Company will report reasons for under spending of the allocated CSR budget of the current financial year in the template provided by the Ministry of Corporate Affairs. This reporting will be done Annual Report and signed off by the Board of Directors.
The surplus, if any, arising out of CSR projects or programmes or activities shall not form a part of the business profit of the company and will be ploughed back into CSR activities.
Note: Further, any or all provisions of the CSR Policy would be subject to revision/amendment by the Board of Directors of the Company based on the recommendation of CSR Committee or else in accordance with the guidelines on the subject as may be issued, from time to time.
VIGIL MECHANISM/WHISTLE BLOWER Policy
Vigil Mechanism (also referred to as whistle blower policy) is established in the Company to enable the Employees and Directors to report their genuine concerns about actual or suspected dishonest or illegal activities or violation of law or rules/regulation of the organization or fraud or corruption taking place in the organization. The intent should be to do what is good for the organization and fair to all concerned.
1.1 The Company is committed to developing a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct.
1.2 The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.
1.3 A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the President/ Managing Director in exceptional cases.
1.4 This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.
Scope and coverage of Vigil Mechanism
This Vigil Mechanism is applicable for all Employees and Directors of the Company irrespective of their positions, and broadly, the following areas (the list is indicative and not exhaustive) are covered:
1.5 The Policy covers malpractices and events which have taken place/ suspected to take place involving:
1.5.1 Abuse of authority
1.5.2 Breach of contract
1.5.3 Negligence causing substantial and specific danger to public health and safety
1.5.4 Manipulation of company data/records/registers
1.5.5 Financial irregularities, including fraud, or suspected fraud
1.5.6 Accused or convicted in any Criminal offence
1.5.7 Pilferation of confidential/proprietary information
1.5.8 Deliberate violation of law/regulation
1.5.9 Wastage/misappropriation of company funds/assets
1.5.10 Breach of employee Code of Conduct or Rules
1.6 The Policy is a channel to reinforce a robust implementation of the Company’s Code. Through this Policy, the Company seeks to provide a procedure for all the employees of the Company to disclose any unethical and improper practice taking place in the Company for appropriate action and reporting.
1.7 While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.
1.8 Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention.
1.9 Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious, shall be liable to be prosecuted under Company’s Code of Conduct.
All Employees of the Company including directors are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company
RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES
1.10 All Protected Disclosures should be reported in writing by the complainant as soon as possible after the Whistle Blower becomes aware of the same so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English.
1.11 The Protected Disclosure should be submitted in a closed and secured envelope and should be super scribed as “Protected disclosure under the Vigil Mechanism policy”. Alternatively, the same can also be sent through email with the subject “Protected disclosure under the Vigil Mechanism policy”. If the complaint is not super scribed and closed as mentioned above, it will not be possible for the Vigil Mechanism Committee to protect the complainant and the protected disclosure will be dealt with as if a normal disclosure. In order to protect identity of the complainant, the Vigilance and Ethics Officer will not issue any acknowledgement to the complainants and they are advised neither to write their name / address on the envelope nor enter into any further correspondence with the Vigilance and Ethics Officer. The Vigilance and Ethics Officer shall assure that in case any further clarification is required he will get in touch with the complainant.
1.12 Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance and Ethics Officer.
1.13 The Protected Disclosure should be forwarded under a covering letter signed by the complainant. The Vigilance and Ethics Officer/ Chairman as the case may be, shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.
1.14 All Protected Disclosures should be addressed to the Vigilance and Ethics Officer of the Company or to the Chairman of the Vigil Mechanism Committee. The contact details of the Vigilance and Ethics Officer is as under:-
Name and Address – Mr. Somesh Agrawal
Haier Appliances India Private Limited.
Building No.1, Okhla Industrial Estate, Phase III, New Delhi-110020.
1.15 Protected Disclosure against the Vigilance and Ethics Officer should be addressed to the President of the Company and the Protected Disclosure against the President of the Company should be addressed to the Chairman of the Vigil Mechanism Committee.
1.16 On receipt of the protected disclosure the Vigilance and Ethics Officer / Chairman of the Vigil Mechanism Committee, as the case may be, shall make a record of the Protected Disclosure and also ascertain from the complainant whether he was the person who made the protected disclosure or not. He shall also carry out initial investigation either himself or by involving any other Officer of the Company or an outside agency before referring the matter to the Vigil Mechanism Committee of the Company for further appropriate investigation and needful action.
1.17 The record will include:
1.17.1 Brief facts;
1.17.2 Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;
1.17.3 Whether the same Protected Disclosure was raised previously on the same subject;
1.17.4 Details of actions taken by Vigilance and Ethics Officer / Chairman for processing the complaint
1.17.5 The recommendations of the Vigil Mechanism Committee/ other action(s).
1.18 The Vigil Mechanism Committee, if deems fit, may call for further information or particulars from the complainant.
1.19 All Protected Disclosures under this policy will be recorded and thoroughly investigated. The Vigil Mechanism Committee may investigate and may at its discretion consider involving any other Officer of the Company and/ or an outside agency for the purpose of investigation.
1.20 The decision to conduct an investigation is by itself not an accusation and is to be treated as a neutral fact finding process.
1.21 Subject(s) will normally be informed in writing of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.
1.22 Subject(s) shall have a duty to co-operate with the Vigil Mechanism Committee or any of the Officers appointed by it in this regard.
1.23 Subject(s) have a right to consult with a person or persons of their choice, other than the Vigilance and Ethics Officer / Investigators and/or members of the Vigil Mechanism Committee and/or the Whistle Blower.
1.24 Subject(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witness shall not be influenced, coached, threatened or intimidated by the subject(s).
1.25 Unless there are compelling reasons not to do so, Subject(s) will be given the opportunity to respond to material findings contained in the investigation report. No allegation of wrong doing against a Subject(s) shall be considered as maintainable unless there is good evidence in support of the allegation.
1.26 Subject(s) have a right to be informed of the outcome of the investigations. If allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company.
1.27 The investigation shall be completed normally within 90 days of the receipt of the protected disclosure and is extendable by such period as the Vigil Mechanism Committee deems fit.
1.28 Any member of the Vigil Mechanism Committee or other officer having any conflict of interest with the matter shall disclose his/her concern /interest forthwith and shall not deal with the matter.
DECISION AND REPORTING
1.29 If an investigation leads the Vigilance and Ethics Officer / Chairman of the Vigil Mechanism Committee to conclude that an improper or unethical act has been committed, the Vigilance and Ethics Officer / Chairman of the Vigil Mechanism Committee shall take such disciplinary or corrective action as he may deem fit. It is clarified that any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.
1.30 The Vigilance and Ethics Officer shall submit a report to the Chairman of the Vigil Mechanism Committee on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any.
1.31 In case the Subject is the Chairman/CFO of the Company, the Chairman of the Vigil Mechanism Committee after examining the Protected Disclosure shall forward the protected disclosure to other members of the Vigil Mechanism Committee if deemed fit. The Vigil Committee shall appropriately and expeditiously investigate the Protected Disclosure.
1.32 If the report of investigation is not to the satisfaction of the complainant, the complainant has the right to report the event to the appropriate legal or investigating agency.
1.33 A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the Subject to the Vigilance and Ethics Officer or the Vigil Mechanism Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.
1.34 A report with number of complaints received under the Policy and their outcome shall be placed before the Vigil Mechanism Committee.
1.35 The complainant, Vigilance Officer and everybody involved in the process shall:
1.35.1 Maintain confidentiality of all matters under this Policy.
1.35.2 Discuss only to the extent or with those persons as required under this policy for completing the process of investigations.
1.35.3 Not keep the papers unattended anywhere at any time.
1.35.4 Keep the electronic mails / files under password.
CONFIDENTIALITY AND PROTECTION
1.36 No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this policy. The company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blowers. Complete protection will, therefore, be given to Whistle Blowers against any unfair practice like retaliation, threat or intimidation of termination / suspension of service, disciplinary action, transfer, demotion, refusal of promotion or the like including any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue to perform his duties / functions including making further Protected Disclosure. The company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. Thus if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive advice about the procedure, etc.
1.37 A Whistle Blower may report any violation of the above clause to the Chairman of the Vigil Mechanism Committee, who shall investigate into the same and recommend suitable action to the management.
1.38 The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. The identity of the complainant will not be revealed unless he himself has made either his details public or disclosed his identity to any other office or authority. In the event of the identity of the complainant being disclosed, the Vigil Mechanism Committee is authorized to initiate appropriate action as per extant regulations against the person or agency making such disclosure. The identity of the Whistle Blower, if known, shall remain confidential to those persons directly involved in applying this policy, unless the issue requires investigation by law enforcement agencies, in which case members of the organization are subject to subpoena.
1.39 Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.
1.40 Provided however that the complainant before making a complaint has reasonable belief that an issue exists and he has acted in good faith. Any complaint not made in good faith as assessed as such by the Vigil Mechanism Committee shall be viewed seriously and the complainant shall be subject to disciplinary action as per the Rules / certified standing orders of the Company. This policy does not protect an employee from an adverse action taken independent of his disclosure of unethical and improper practice etc. unrelated to a disclosure made pursuant to this policy.
ADMINISTRATION AND REVIEW OF THE POLICY
The Board of Directors shall be responsible for the administration, interpretation, application and review of this policy. The Board also shall be empowered to bring about necessary changes to this Policy, if required at any stage with the concurrence of the Vigil Mechanism Committee.
The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Employees and Directors unless the same is notified to them in writing.