1.

Executive Summary:
Tata Consultancy Services (TCS), a global leader in IT services, has demonstrated a steadfast
commitment to Principle 2 of the National Guidelines on Responsible Business Conduct:
providing goods and services in a sustainable and safe manner. In its Business Responsibility
& Sustainability Report (BRSR) for the fiscal year 2022-23, TCS outlines various initiatives
and practices that underline its dedication to sustainability and safety across its operations. By
integrating sustainability practices into its core operations, the company has not only
prioritized environmental conservation but also ensured the well-being of its stakeholders.
Sustainability Efforts:
1. Environmental Stewardship: TCS has implemented robust measures to minimize its
environmental footprint, including energy efficiency initiatives, renewable energy
adoption, and waste reduction programs.
2. Green Technologies: The company actively develops and implements green
technologies, such as digital solutions for sustainability management and eco-friendly
IT infrastructure.
3. Community Engagement: TCS engages with local communities to address
environmental concerns and promote sustainable practices through various initiatives,
including tree plantation drives and awareness campaigns.
Safety Measures:
1. Employee Safety: TCS prioritizes the safety and well-being of its employees through
comprehensive health and safety policies, regular training programs, and adherence to
global safety standards.
2. Data Security: As a leader in IT services, TCS ensures the safety and security of
client data through state-of-the-art cybersecurity measures and compliance with data
protection regulations.
3. Supply Chain Safety: TCS works closely with its suppliers to uphold safety
standards throughout the supply chain, fostering a culture of responsibility and
accountability.
TCS has implemented a comprehensive sustainability strategy that encompasses various
facets of its business operations. From supply chain management to product development and
distribution, sustainability considerations are embedded at every stage. The company has
made significant strides in reducing its carbon footprint by adopting renewable energy
sources, optimizing transportation routes, and implementing energy-efficient technologies
across its facilities.
Moreover, TCS places a strong emphasis on product safety and quality assurance. Stringent
quality control measures are enforced throughout the production process to guarantee that
consumers receive safe and reliable products. Additionally, the company invests in research
and development to innovate sustainable alternatives and minimize the environmental impact
of its offerings.
Transparency and accountability are integral to TCS's approach to responsible business
conduct. The company regularly discloses its sustainability performance through its Business
Responsibility & Sustainability Report (BRSR), providing stakeholders with insights into its
progress and initiatives. By fostering open dialogue and engagement with stakeholders, TCS
actively seeks feedback and collaborates with partners to further enhance its sustainability
practices.
Through its unwavering commitment to sustainability and safety, TCS is not only
contributing to the long-term well-being of the environment and society but also fortifying its
reputation as a responsible corporate citizen. As demonstrated by its BRSR for the fiscal year
2022-23, TCS remains dedicated to driving positive change and setting new benchmarks for
responsible business conduct.
BRSR Link: https://www.tcs.com/content/dam/tcs/investor-relations/financial-statements/
2022-23/ar/annual-report-2022-2023.pdf
Tata Consultancy Services is poised to continue its journey towards sustainability excellence,
guided by the principles of responsible business conduct and a vision for a more sustainable
future.

2.
Tata Consultancy Services Limited (TCS) is an Indian multinational international
technology (IT) services and consulting company headquartered in Mumbai. It is a part of the
Tata Group and operates in 150 locations across 46 countries. In March 2024, it was reported
that TCS had more than 601,546 employees worldwide. TCS is the second-largest Indian
Company by market capitalization, the most valuable IT service brands worldwide, and the
top Big Tech India company.
BRSR Link: https://www.tcs.com/content/dam/tcs/investor-relations/financial-statements/
2022-23/ar/annual-report-2022-2023.pdf
Tata Consultancy Services Limited, initially started as Tata Computer Systems, was founded
in 1968 by a division of Tata Sons Limited. Its early contracts included punched cards
services to sister company TISCO (now Tata Steel), working on an Inter-Branch
Reconciliation System for the Central Bank of India, and providing bureau services to Unit
Trust of India.
Corporate governance refers to the system of rules, practices, and processes by which a
company is directed and controlled. It encompasses the relationships among the company's
management, its board of directors, its shareholders, and other stakeholders. The primary
objectives of corporate governance are to ensure transparency, accountability, fairness, and
ethical behavior in the management of a company.
The Company’s philosophy on corporate governance oversees business strategies and ensures
fiscal accountability, ethical corporate behaviour and fairness to all stakeholders comprising
employees, investors, customers, regulators, suppliers and the society at large. Strong
leadership and effective corporate governance practices have been the Company’s hallmark
inherited from the Tata culture. The company adheres to the ethos of the Tata Group,
emphasizing the creation of enduring businesses that prioritize community welfare and
environmental stewardship. Drawing from its association with the Tata Group, renowned for
its commitment to sustainability, the company upholds a robust tradition of ethical
governance, characterized by fairness and transparency. This commitment is exemplified by
the Tata Code of Conduct (TCoC), which serves as a guiding framework for ethical behavior
and integrity across all facets of the company's operations. The company has established a set
of guidelines known as the Code of Conduct, which applies to all employees, including top-
level executives like the Chief Executive Officer (CEO) and Managing Director (MD), as
well as Executive Directors. This Code outlines the expected behavior, ethical standards, and
responsibilities that employees must adhere to in their roles within the organization.
Moreover, the company has also put in place a separate Code of Conduct tailored specifically
for its non-executive directors. This includes provisions that address the unique
responsibilities and expectations placed on directors who do not hold executive positions
within the company. Within this Code, there is a specific section dedicated to Independent
Directors, aligning with the requirements outlined in the Companies Act of 2013. This
ensures that the duties and obligations of independent directors, as mandated by the Act, are
incorporated into the company's governance framework.
The company has enhanced its corporate governance principles by incorporating frameworks
such as the Tata Business Excellence Model, which emphasizes continuous improvement and
excellence across various business aspects. Additionally, it adheres to the TCS Code of
Conduct for Prevention of Insider Trading and the Code of Corporate Disclosure Practices,
collectively known as the Insider Trading Code, which governs the fair and transparent
handling of confidential information within the organization.
Furthermore, the company has established an Information Security Policy aimed at ensuring
the responsible and efficient use of its IT resources. This policy is designed to safeguard
sensitive information, mitigate cybersecurity risks, and promote a secure digital environment
across the organization.

Board of Directors:
Number of Number of
Directorships in Committee
other Public positions held in Dictatorship in
Name of the Category Companies other Public other listed
Director Companies Entity

Chairma Chairma
n Member n Membe
r

N Non- 7 1. Tata Steel

Chandrasekara Independent Limited
n , Non- 2. Tata Motors
(Chairman) Executive Limited
3. Tata
 Consumer
Products
Limited
4. The Tata
Power
Company
Limited
5. The Indian
Hotels
Company
Limited
6. Tata
Chemicals
Limited

Rajesh Non-
Gopinathan Independent
(Chief , Executive
Executive
Officer and
Managing
Director)
NG Non- 2 1 1. Tata Elxsi
Subramaniam Independent Limited
(Chief , Executive 2. Tata
Operating Communication
Officer and s Limited
Executive 3. Tejas
Director) Networks
Limited
O P Bhat Independent 1 3 1 5 1. Hindustan
, Non- Unilever
Executive Limited 2. Tata
Steel Limited
3. Tata Motors
Limited
4. Aadhar
Housing
Finance Limited
(Debt Listed)
Aarthi Non- 2 5 1 3 Tata Capital
Subramanian Independent Limited (Debt
, Non- Listed)
Executive
Dr Pradeep Independent
Kumar Khosla , Non-
Executive
 Hanne Independent 1 2 Tata Motors
Sorensen , Non- Limited
Executive

Don Callahan Independent

, Non-
Executive

Keki Mistry Independent 1 4 1 6 1. Housing

, Non- Development
Executive Finance
Corporation
Limited
2. Torrent
Power Limited
3. HDFC Life
Insurance
Company
Limited
4. HDFC Asset
Management
Company
Limited
5. HDFC ERGO
General
Insurance
Company
Limited

The incorporation of frameworks such as the Tata Business Excellence Model, along with
adherence to codes such as the TCS Code of Conduct for Prevention of Insider Trading and
the Code of Corporate Disclosure Practices, underscores TCS's commitment to robust
corporate governance practices. These frameworks and codes serve as guiding principles that
promote transparency, integrity, and accountability within the organization.
By implementing these measures, TCS's board members demonstrate their dedication to
fulfilling their fiduciary duty of care and diligence as 'trustees of social wealth' on the board.
They actively oversee the company's strategic direction, monitor management decisions, and
ensure that the interests of shareholders and other stakeholders are safeguarded.
The Tata Business Excellence Model encourages continuous improvement and excellence
across all aspects of the business, fostering a culture of innovation and efficiency within TCS.
This not only enhances the company's competitive position but also contributes to the overall
prosperity of society by driving economic growth and creating employment opportunities.
Moreover, the Insider Trading Code and Information Security Policy reflect TCS's
commitment to upholding ethical standards and safeguarding confidential information. By
preventing insider trading and ensuring the proper utilization of IT resources, TCS's board
members demonstrate their vigilance in protecting the interests of shareholders and
maintaining trust in the company.
In conclusion, TCS's board members play a crucial role as stewards of social wealth by
diligently overseeing corporate governance practices and ensuring that the company operates
with integrity and transparency. Through their commitment to these principles, they
contribute to the long-term success and sustainability of TCS while fulfilling their fiduciary
duties to shareholders and society at large.

3.
In this scenario, according to me there are several ethical dilemmas which has been
explained briefly below:
1. Bribery and Corruption: The request for a donation to the purchase manager's
favourite charity in exchange for securing the order could be considered a form of
bribery or corruption. It raises questions about the integrity of the business transaction
and whether the decision to award the order is based on merit or personal gain.
2. Conflict of Interest: The purchase manager's involvement with the charity,
particularly if it is managed and trained by his wife, presents a conflict of interest. His
decision-making may be influenced by personal relationships rather than the best
interests of his company.
3. Fair Competition: Accepting the condition of making a donation to secure the order
may undermine fair competition within the industry. Other suppliers who are
unwilling or unable to make similar donations may be disadvantaged, even if they
offer superior products or services.
4. Transparency and Accountability: The arrangement raises concerns about
transparency and accountability in business dealings. Concealing the donation as part
of the transaction could compromise the company's reputation and credibility if
discovered.
5. Impact on Stakeholders: There is a potential impact on various stakeholders,
including shareholders, employees, and customers. Shareholders may be concerned
about the company's ethical standards, while employees may question the fairness of
such practices. Customers may lose trust in the company if they perceive unethical
behavior.
Overall, the situation presents a complex ethical dilemma involving issues of integrity,
fairness, transparency, and conflict of interest. It requires careful consideration of the ethical
principles at stake and the potential consequences for all parties involved.

b.
 Handling such a situation requires careful consideration of ethical standards, company
policies, and legal obligations. Here's a step-by-step process of how I would handle it:
1. Assess Company Policies and Legal Obligations:
 Review the company's code of conduct, policies on bribery and corruption,
and legal regulations related to business transactions and donations. Ensure
compliance with all applicable laws and company guidelines.
2. Evaluate the Request:
 Assess the request for a donation in exchange for securing a business deal.
Consider the potential ethical implications, including conflicts of interest,
fairness, and transparency.
3. Understand the Charity and its Impact:
 Gather information about the charity and its activities, including its mission,
beneficiaries, financial transparency, and reputation. Evaluate whether the
charity aligns with the company's values and corporate social responsibility
objectives.
4. Consult with Superiors or Legal Department:
 Seek guidance from senior management or the legal department regarding the
appropriateness of the request and any potential legal or ethical risks involved.
Obtain approval or clarification on how to proceed.
5. Consider Alternative Solutions:
 Explore alternative ways to secure the business deal without compromising
ethical standards. This may include negotiating on the terms of the deal or
offering additional value-added services to the client.
6. Communicate with the Purchase Manager:
 Engage in open and transparent communication with the purchase manager.
Express appreciation for the opportunity while expressing concerns about the
requested donation. Clearly outline the company's stance on ethical business
practices and the need to adhere to policies and regulations.
7. Offer Ethical Solutions:
 Propose alternative ways to support the charity that are consistent with the
company's ethical standards. This could include making a donation directly to
the charity without any conditions attached or offering to sponsor a specific
program or initiative that aligns with the company's CSR objectives.
8. Negotiate Terms of the Deal:
 Negotiate the terms of the business deal with the purchase manager, focusing
on mutually beneficial terms that do not involve unethical practices.
Emphasize the value proposition of the company's products or services and the
benefits they offer to the client.
 9. Document Discussions and Decisions:
 Keep detailed records of all discussions, decisions, and communications
related to the situation. Document any agreements reached with the purchase
manager or senior management regarding the deal and the handling of the
donation request.
10. Follow Up and Monitor Compliance:
 Follow up with the purchase manager to ensure that the agreed-upon terms of
the deal are implemented. Monitor compliance with company policies and
legal obligations throughout the business relationship.
By following this step-by-step process, I would ensure that the situation is handled with
integrity, transparency, and adherence to ethical standards, while also maintaining a focus on
securing the business deal in a manner that is fair and mutually beneficial for both parties
involved.