Professional Documents
Culture Documents
CEG - Group 5
CEG - Group 5
TCS Intro
TCS Code of Ethics
TCS Corporate Governance
TCS Recommendations
Tech Mahindra Intro
Tech Mahindra Code of ethics
Tech Mahindra Corporate Governance
Tech Mahindra Case
Tech Mahindra Recommendations
Whistle Blower Policy
Key Learnings
Sources
Tasks Performed
TCS Intro
TCS Corporate Governance
TCS Code of Ethics – Himanshu Gupta 21A
TCS Recommendations – Himanshu Gupta 21A
Tech Mahindra Intro
Tech Mahindra Code of ethics
Tech Mahindra Corporate Governance
Tech Mahindra Recommendations
TCS Whistle Blower Policy – Rachit Makdani 34A
Tech Mahindra Whistle Blower Policy- Rachit Makdani 34A
Whistle Blower Policy Comparison- Rachit Makdani 34A
Key Learnings – Himanshu Gupta 21A
About TCS
Rank 1 Employees
It’s the biggest IT services TCS has more than 5 lakhs
company across the globe. employees present across various
With market cap of $200+ Bn geographies with major
workforce in India
Operations
TCS has more than 50
subsidiaries and operates in
more than 46 countries
Finances
USD 22 Bn Revenue and USD
Line of Business
4.3 Bn Net Income. It as 48 IT Services in Retail, BFSI,
$100+ Mn clients. Listed in Technology, Manufacturing, Travel
BSE and NSE. Registered & Tourism
under SEBI
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TCS – Corporate Governance
Material Topics TSC Approach Board Committees
Chairmanship of the Board is a non-executive position and
Avoidance of Conflict of Interest separate from that of the Chief Executive Officer and
Managing Director (CEO and MD)
Renumera
Values, Ethics and compliance The company’s core values are: Leading Change, Integrity,
tion Recommend Renumeration Policy
Respect for the Individual, Excellence, and Learning and
Sharing
The TCoC serves as a moral guide and a governing framework
Every employee is required to sign the TCoC at the time of Stakeholder
joining the company Relationship Resolve grievances of security
Employees can raise ethics concerns on Ultimatix – the
intranet portal of the Company
Corporate Social
TCS does not engage in aggressive and contrived tax planning Responsibility Formulate and recommend CSR Policy
Tax Strategy or tax structuring for the purpose of gaining tax advantages.
TCS’s tax policy is to optimize the tax cost, avail tax incentives
where available, while achieving 100% compliance with the
spirit as well as the letter of the tax laws and regulations in all Risk
countries in which it operates Management
Formulate, monitor risk management
Directors
Act in good faith – Promote the objects of the company for its benefits of its members and best interest of the stakeholders
Exercise his duties with due and reasonable care, skill, diligence and shall exercise and independent judgement
Not getting involved in any situation which may have a direct/indirect interest that conflicts with interests of the company
Do not attempt to achieve any undue gain or advantage either to himself or to his family, friends, associates etc
Independent
Non Executive
Guidelines of professional conduct Role, functions and Duties Act in interest of the company and ensure that any other
Help in bringing independent judgement business association have no interest conflict of interest
Ethical Standards and Integrity Scrutinize the performance of management
Act Objectively and constructively Create robust risk management systems Comply with all applicable laws and regulations in
Responsibilities in bona fide manner Uphold integrity of financial information individual capacities
Devote sufficient time to his duties and financial controls
Not allow external conditions to affect Manage stakeholder conflicts Safeguard the confidentiality of all information received
the decision Attend all BOD meetings by them by virtue of their position
Not abuse the position and power Perform due diligence of the results and
Inform the board of any conflict performance
Ensure and edequate vigil mechanism
TCS – Code of Ethics Section 166 – Companies Act 2013
Associates Suppliers
Values
Products and Services
Integrity
Regulatory compliance
Responsibi
Unity lity Bribery and Commission
Child Labour
Forced Labour
Pioneering Excellence
Adhere to international
regulatory authorities in and
provide transparent data on all
fronts
Line of Business
IT Services in Retail, BFSI,
Technology, Manufacturing, Supply
Chain, Cloud and Network
Finances Employees
USD 5.3 Bn Revenue and Tech Mahindra has more than 1.2
USD 0.6 Bn Net Income. lakhs employees present across
Listed in BSE and NSE. various geographies with major
Registered under SEBI workforce in India
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Ethical Code of Conduct
Objective Scope
The Directors, both executive and non-executive, and Associates are responsible for Both executive & non-executive directors of the
carrying out their duties in an honest, fair, diligent and ethical manner company
Duties must be discharged within the scope of the authority conferred upon them and in All associates of the company including those in the
accordance with the laws, rules, regulations, agreements, guidelines, standards and contract role
internal policies All suppliers, distributors, business contacts, agents,
As Directors and Associates of Tech Mahindra they have a duty to make decisions and clients and customers
implement policies in the best interests of the company and its stakeholders Any amendments to this code shall be first approved by
The Board of Directors of Tech Mahindra is entrusted with the responsibility of the Board of Directors and then disclosed on the
overseeing the assets and affairs of the company company’s website.
Bribery / kickbacks / Gifts & hospitality Non-Alliance with Political Party & Truthful Communication
All associates must avoid any activity that might lead to a facilitation The company is committed, not to campaign for, support and offer any funds
payment or kickback being made or accepted or property as a donation or otherwise to any political party or to any
The Directors and Associates of Tech Mahindra shall not accept any independent candidate for the political office
personal gifts which because of their value, personal significance, The Company does not make contributions to political parties which are so
position, role or the time at which they are offered, could be interpreted
made to influence any decision or gain a business advantage. The Company
to adversely affect business decisions or likely to compromise their
personal or professional integrity only makes donations that are legal and ethical under local laws and practices
Gifts on account of celebrations, memorial in nature, business meals, Directors and Associates will be truthful, and accurate in their
and gifts received because of personal relationship and not because of communication. All communication material should be adequately backed by
official position are allowed under the policy documentation to support any claims or statements made.
The Directors and Associates of the company shall also not offer gifts Certain designated persons or groups of persons will be authorized to
or payments or authorization of payments by way of gifts or pay communicate on specified matters depending on the sensitivity of
personally pay for gifts or hospitality information and no other person shall communicate in an out-of-turn manner
Modest promotional materials like branded cup or pen can be given
on those matters
with the limit that the value of these gift combined do not exceed
$40(or equivalent in local currency)
Prohibition of Insider Trading, Diversity and Inclusion & Respect
for human rights
Directors and Associates are prohibited from using material information pertaining to the company before it is made public, for financial or other personal benefit
or conveying this information to others. This includes buying or selling the securities of the Company or its subsidiaries about which associate may have material
non-public information and giving this “inside information” to anyone else who might deal in securities of the company or its subsidiary(s) based on the
information shared.
This includes buying or selling the securities of the Company or its subsidiaries about which associate may have material non-public information and giving this
“inside information” to anyone else who might deal in securities of the company or its subsidiary(s) based on the information shared.
The company provides equal opportunities to all its associates without being biased to their race, religion, caste, color, ancestry, marital status, sexual orientation,
gender, age, nationality, ethnic origin or disability and follows zero tolerance approach for any kind of harassment
Aim is to help increase the enjoyment of human rights within the communities in which we operate. The Company is committed to compliance with the
requirements of all applicable employment, labor, and human rights laws to ensure fair and ethical employment practices are followed.
Corporate Governance
The Company has a balanced mix of eminent executive, non-executive and independent directors on the
Board. The Board consists of six Independent Directors including three Woman Directors, two Non-
Executive Directors and one Executive Director. The Chairman is a Non-Executive Director.
Autonomy of HR Personnel
1 Ethics Officer 4
HR personnel who are supposed to uphold values
This can be done in order to of good HR policies are often toeing the line of
facilitate better conformity to management in terminating employees to
ethical code of conduct in the maintain profit margin. They need more
organization Better HR Policy autonomy to prevent such malpractices
3 Enforcement
Though the rule is to offer 3 month
notice to an employee before
termination, this is far from reality.
Cases of sudden termination has
ruined the reputation. Enforcement of
the laid policies must be priority
5 Preaching of ESG Measures
2 Organize Workshop Sustainability measures and steps taken
towards the same must be integrated
Employee Newsletter system can be properly in the annual report to ensure
beneficial in driving ethics. This knowledge of all stakeholders. At present
system can be brought into existence. information is scantily present.
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Comparison
TCS Tech Mahindra
Better implementation of HR policies due to greater Poor implementation of HR policies leading to cases
autonomy of the HR teams. This has led to better of sudden termination and misbehaviour by superiors
1 work environment for employees
No specified amount on the maximum value of gifts Value has been explicitly mentioned as $40 or
that can be accepted. Rule states that any gift in equivalent in local currency. Any gift of value higher
2 exchange of official favour is not permissible. than this will be considered as unethical and thus not
permissible under code of conduct.
TCS CSR policy is far wider as compared to Tech Currently the CSR focus area for Tech Mahindra Ltd is
Mahindra with activities in education, women promotion of Education. Within this broad theme
empowerment, health and wellness including mental specific areas such as school education, education for
4 health workshops, environmental activities like
volunteer tree planting activities etc
employment, and technical education are included.
Persons with disability and Women's Empowerment
are cross-cutting themes in these focus areas
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Whistle Blower Policy of TCS
Applicability: All Employees, Directors and Stakeholders of TCS and its Subsidiaries
Compatibility: SEBI (India), The United Kingdom Bribery Act (UK), The United States Foreign Corrupt Practices
Act (US), Etc
Scope: Anybody having proof of wrong doing or violation in any illegal or Unethical acts by any employee,
director or stakeholders
The Process
Rights and Obligation
1 Reporting 2 Investigation 3 of subject 4 Protection of Whistle Blower
• Whistle blower is • The violation will then by • The subjects involved will be • The company condemns any kind
encouraged to approach investigated by ethical taken in loop and are of discrimination, harassment and
TCS’s Chief Ethical committee led by Chief requested to fully co-operate any other unfair treatment
Officer Ethical officer • Are given rights to seek
• The other route is to • The decision is usually consultancy and have fair
approach the audit taken in 45 days and is representation
committee and report the binding
violation
Outcome: Disciplinary action is taken against the subject if found guilty. The company may also
choose to take legal route to punish the subject
Whistle Blower Policy of Tech Mahindra
Applicability: Associates (Permanent or Contracts), Investors, Customers, Vendors, and other stakeholders
Compatibility: Based upon national and international laws including but not limited to SEBI, UKFCP, etc.
Scope: Anybody having proof of wrong doing or violation in any illegal or Unethical acts by any employee,
director or stakeholders
The Process
Rights and Obligation
1 Reporting 2 Investigation 3 of subject 4 Protection and Rewards to
Whistle Blower
• The employee can raise • The subjects involved will be • The company condemns any kind
• Investigation is done by redressal
the complaint through taken in loop and are of discrimination, harassment and
committee having atleast 7 members requested to fully co-operate
various means like email, any other unfair treatment
• Completed in 15-45 working days • Are given rights to seek
report, etc • INR 5K is given to domestic
• All such complaints are presented to
• The complaint is routed to consultancy and have fair employees and $100 to foreign
board of directors in their quarterly representation
corporate ombudsman or employees
meet
to redressal committee • Certification of appreciation is
also presented
Outcome: Tech Mahindra through its detailed and strict hierarchy structure follows the whistle blower
policy very seriously and adequate steps are taken for both the subject and whistle blower
Whistle Blower Policy Comparison
For TCS all the employees are eligible to In Tech Mahindra, apart from employees,
Scope make protected disclosure
vendors, suppliers and even customers
are eligible to make protected disclosures
The Chief Ethical Officer along with audit Tech Mahindra sets up a panel of at least
Investigation committee investigates the complaints 7 members to investigate the complaint
Ethics, Governance – This should not be just on paper but also implemented.
We see a stark difference in the approached in both the companies
Employee activism – The path to ethical standards exists by teaching your staff
and employees the importance of ethics and standards from the very first day and
continuous learning is required
Code of conduct policy is necessary apart from the values a firm adapts
Sources
• TCS Annual Report, Investors Relations
• Tcoc – Tata Code of conduct
• https://www.independentdirectorsdatabank.in/pdf/partners/iimb/The_Changing_Face_of_Business_Ethics
_in_India-updated.pdf
• Tech Mahindra Annual Report
• Tech Mahindra ethical code of business conduct book
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Thank You
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