Table of Contents
1 Preface. 3
2 Objective. 3
3 Scope and coverage of Vigil Mechanism.. 3
4 DISQUALIFICATIONS. 4
5 ELIGIBILITY. 4
6 RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES. 5
7 INVESTIGATION.. 6
8 DECISION AND REPORTING. 7
9 SECRECY/CONFIDENTIALITY. 7
10 CONFIDENTIALITY AND PROTECTION.. 8
11 ADMINISTRATION AND REVIEW OF THE POLICY. 9
12 AMENDMENT. 9
2.1 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.
2.2 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.
2.3 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.
2.4 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.
3.1 The Policy covers malpractices and events which have taken place/ suspected to take place involving:
3.1.1 Abuse of authority
3.1.2 Breach of contract
3.1.3 Negligence causing substantial and specific danger to public health and safety
3.1.4 Manipulation of company data/records/registers
3.1.5 Financial irregularities, including fraud, or suspected fraud
3.1.6 Accused or convicted in any Criminal offence
3.1.7 Pilferation of confidential/proprietary information
3.1.8 Deliberate violation of law/regulation
3.1.9 Wastage/misappropriation of company funds/assets
3.1.10 Breach of employee Code of Conduct or Rules
3.2 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.
4.1 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.
4.2 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.
4.3 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 the 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
6.1 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.
6.2 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.
6.3 Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance and Ethics Officer.
6.4 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.
6.5 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.
6.6 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.
6.7 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.
6.8 The record will include:
6.8.1 Brief facts;
6.8.2 Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;
6.8.3 Whether the same Protected Disclosure was raised previously on the same subject;
6.8.4 Details of actions taken by Vigilance and Ethics Officer / Chairman for processing the complaint
6.8.5 The recommendations of the Vigil Mechanism Committee/ other action(s).
6.9 The Vigil Mechanism Committee, if deems fit, may call for further information or particulars from the complainant.
7.1 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.
7.2 The decision to conduct an investigation is by itself not an accusation and is to be treated as a neutral fact finding process.
7.3 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.
7.4 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.
7.5 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.
7.6 Subject(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witnesses shall not be influenced, coached, threatened, or intimidated by the subject(s).
7.7 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 wrongdoing against a Subject(s) shall be considered as maintainable unless there is good evidence in support of the allegation.
7.8 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.
7.9 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.
7.10 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.
8.1 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.
8.2 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.
8.3 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.
8.4 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.
8.5 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.
8.6 A report with number of complaints received under the Policy and their outcome shall be placed before the Vigil Mechanism Committee.
9.1 The complainant, Vigilance Officer and everybody involved in the process shall:
9.1.1 Maintain confidentiality of all matters under this Policy.
9.1.2 Discuss only to the extent or with those persons as required under this policy for completing the process of investigations.
9.1.3 Not keep the papers unattended anywhere at any time.
9.1.4 Keep the electronic mails/files under password.
10.1 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.
10.2 A Whistle Blower may report any violation of the above clause to the Chairman of the Vigil Mechanism Committee, who shall investigate the same and recommend suitable action to the management.
10.3 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.
10.4 Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.
10.5 Provided however that the complainant before making a complaint has a 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.