TCL Group's Code of Ethics and Business Conduct (3.89 MB PDF)

TABLE OF CONTENTSBackground 2Application 3Definition of Ethics 3Purpose of TCL Group Code Ethics 3TCL Group Board Position on Etiquette, Corporate Values and Conduct 4General Statement of Business Philosophy 4Policies and Practices 6Reporting Suspected Non Compliance (Whistle Blowing) 19Compliance with the Code of Ethics and Business Conduct 23TCL Group Commitment 24

BACKGROUNDIn 1987, Trinidad Cement Limited formulated and approved a policy procedure guide addressingissues of conflict of interest, related to employees and management personnel as they conductthe everyday business of the Company.This policy framework, however did not address issues of conflict of interest and ethical conductas they relate to Corporate Governance for the TCL Group as it is now currently configured.The development of a comprehensive code ofethics and guidelines for ethical business conductis, therefore now presented and is applicable to alldirectors, officers and employees of the TCL Group.T C L G r o u p - C o d e o f E t h i c s a n d B u s i n e s s C o n d u c t

3. TCL GROUP BOARD POSITION ON ETIQUETTE, CORPORATEVALUES AND CONDUCTThe ethical conduct and values of directors and executives will chart the course of corporatebehaviour of the TCL Group. Accordingly, the common core values of the TCL Group include:• Honesty and Integrity• Fairness and Equity• Mutual Respect and Support• Accountability and Responsibility• Trust and Transparency• Teamwork4. GENERAL STATEMENT OF BUSINESS PHILOSOPHYThe commitment to excellence is fundamental to the philosophy of the TCL Group. Employeesshare a common set of objectives and benefit from the achievement of those objectives. Theyare also committed to the business principles of Customer Focus and Innovation, whichtogether with our Core Values provide a guide for achieving our business goals in an open,honest, ethical and principled manner.One essential objective is a commitment to uphold ethical standards in all corporate activitieswith customers and suppliers of sound character and reputation.The TCL Group requires all employees to perform their work with dedicationT C L G r o u p - C o d e o f E t h i c s a n d B u s i n e s s C o n d u c t

and commitment and to not knowingly support any public or private organization thatespouses discriminatory policies or practices and engages in illegal activities.The TCL Group policy is to comply with applicable laws, including, without limitations, lawsrelating to industrial relations and employment, discrimination, health, safety, competition andsecurities trading. No employee has the authority to violate any law or to direct anotheremployee to violate any law on behalf of TCL Group.Each employee must comply with this Code and sign the appropriate acknowledgement form.Employees should direct any related questions to his or her immediate supervisor, a HumanResource representative, Head of Department or the Company Secretary. If an employeebecomes aware that another employee has violated this Code or any applicable laws, rules orregulations, he or she must report the violation in accordance with procedures set forth below.TCL Group prohibits retaliation against an employee who, in good faith, reports a possibleviolation. Failure to comply with any of the provisions of this Code subjects the employee todisciplinary measures up to and including termination.T C L G r o u p - C o d e o f E t h i c s a n d B u s i n e s s C o n d u c t

5. POLICIES AND PRACTICES5.1 Conflicts of InterestA conflict of interest may arise in any situation inwhich an employee engages in any activity thatdetracts from or interferes with his or her full, loyaland timely performance of services to the TCL Groupor has a financial or personal interest that mightinfluence the employee’s judgement on behalf of theTCL Group. All such conflicts should be avoided andemployees must report any actual, potential orapparent conflicts to their Supervisor, a HumanResource representative, Head of Departmentor the Company Secretary. Those employees whose jobs are such that a conflict ofinterest situation may arise in the performance of their duties are required to sign aconflict of interest and confidentially statement as part of their terms andconditions of employment.T C L G r o u p - C o d e o f E t h i c s a n d B u s i n e s s C o n d u c t

i. Acceptance of Gifts and EntertainmentThe TCL Group’s aim is to deter givers of gifts from seeking or receiving special favorsfrom its employees. Accepting any gift of more than nominal value or entertainment thatis more than a routine social amenity can appear to be an attempt to influence therecipient into favoring a particular customer, vendor, consultant or other parties withwhom TCL Group does business. To avoid the appearance of improper relations withcurrent or prospective customers, vendors and consultants, TCL Group employeesshould report any such incidents to their supervisors.ii. Outside ActivitiesNo employee is to engage in any “freelance” activity or employment that will encroachon the time or attention, which should be devoted to the employee’s duties for TCLGroup; adversely affect the quality of work performed; compete with TCL Group’sactivities; imply sponsorship or support by TCL Group of the outside employment ororganization; or adversely affect TCL Group’s reputation. Employees who freelance orhave supplemental employment may not use TCL Group’s time, facilities, resources orsupplies for such work.T C L G r o u p - C o d e o f E t h i c s a n d B u s i n e s s C o n d u c t

Further, all employees are required to advise their Head of Department, General Manager orHuman Resource Manager of any business or personal interest they, their spouse or family(persons residing in your household) may have or be engaged in that could be in competitionor conflict with the TCL Group or provides goods or services to the TCL Group. Relatedly,Directors of all Subsidiaries or Parent Boards must advise the Subsidiary’s Company Secretaryor the Parent Board’s Company Secretary of all boards on which they serve or those from,which they are resigning.iii. Corporate OpportunitiesEmployees have a duty to advance TCL Group’slegitimate interests when the opportunity to doso arises. They may not take personal advantageof opportunities that are discovered through the useof company property, information or position toadvance their own personal or financial interestsnor seek to influence decisions that further theirown private interests.T C L G r o u p - C o d e o f E t h i c s a n d B u s i n e s s C o n d u c t

5.2 Confidential Information and Company PropertyAll equipment, supplies, and confidential information including all financial data, policies andprocedures to which directors and employees have access in the course of their work are TCLGroup’s property and are provided for use in conducting TCL Group business. Employeesmust use such property responsibly and solely for business purposes. Although limited andreasonable personal use of a TCL Group telephone, computer or other equipment may beacceptable and understandable at times, this is a benefit that the TCL Group reserves the rightto monitor and control and/or even curtail or terminate.i. Theft or Misuse of PropertyAny employee found to be engaging in, or attempting theft or misuse of any information orother property of the TCL Group or personal property of other employees will be subject tostrict disciplinary action, up to and including termination. TCL also reserves the right to refersuch matters to public authorities for possible criminal prosecution.T C L G r o u p - C o d e o f E t h i c s a n d B u s i n e s s C o n d u c t

10ii. Company RecordsEmployees must prepare all TCL Group records to properly record its transactions, assets andliabilities, and must maintain and safeguard such reports and supporting documentation inaccordance with TCL Group’s policies and applicable legal and accounting requirements. Anyemployee who knowingly fails to record any fund or asset of TCL Group or who knowinglymakes any improper or inaccurate entry on TCL Group’s books and records will be subject todiscipline, up to and including the possible termination of employment. Administrative andclerical employees are accordingly reminded that financial records of the company are legallyrequired to be preserved for a period of not less than six (6) years.iii. E-mail, Voice Mail and the InternetAll communications and information transmitted by, received from, created or stored in TCLGroup’s computer, telecommunications and information systems are confidential and formpart of TCL Group’s property. Every employee is responsible for using TCL Group’s Systemsproperly and in accordance with the Group’s policies. TCL Group will monitor employee usageof its systems for legitimate business purposes to prevent suspected illegal conduct or othermisuse of the systems or to ensure that TCL Group is properly responding to its customersand other business contacts.T C L G r o u p - C o d e o f E t h i c s a n d B u s i n e s s C o n d u c t

11iv. Intellectual Property and Proprietary and Confidential InformationEmployees must safeguard TCL Group’s financial information, proprietary information,trade secrets and intellectual property (including copyrights, trademarks and patents) inthe same way that they must protect all other important TCL Group assets. Employeesmust hold, in the strictest confidence, information concerning pricing, sales, markets,logistics, products and services that are being developed, and other such trade secrets,including information pertaining to any prospective TCL Group acquisition. Employeesmust exercise reasonable prudence and care in dealing with such information in orderto avoid inappropriate disclosure, and are not to use this type of information in any wayother than as required in performing their employment duties.v. Insider TradingAll material non-public information about the Group's affairs shall not be used byemployees for their own gain, or for the gain of others, such as friends, relatives or otheremployees. Material non-public information, often called “insider information” is anyinformation that would reasonably be expected to either affect the price of the Group’sstock or be important to an investor in making an investment decision.T C L G r o u p - C o d e o f E t h i c s a n d B u s i n e s s C o n d u c t

12Individuals who are in possession of any such confidential information, which is not generallyavailable to the public are prohibited from disclosing it to any unauthorized person, or using itas a basis for trading in the Group’s securities or in the securities of any corporation for whichthe Group is contemplating acquisition. Such disclosure to any outside person or group canonly be made after the information has been released to the public by an authorized representativeof the Group. Disclosure of any inside information to any other employee should only bedone on a need to know basis.All employees must also respect the confidential nature of any similar information concerningorganizations with which the TCL Group has business dealings as a supplier, customer orcompetitor. In the event of any doubt, insiders should seek guidance from the Company Secretaryas to the impact any particular information may have on the market price of the securitiesupon disclosure.vi. Solicitation and DistributionTCL Group property, equipment, facilities or physical resources may not be used for solicitationor distribution activities, which are not related to an employee’s services to the TCL Groupexcept for solicitation permitted by applicable labour laws and charitable activities that havebeen approved in writing in advance by TCL Group.T C L G r o u p - C o d e o f E t h i c s a n d B u s i n e s s C o n d u c t

13vii. Requests for Information by Lawyers, Government Agencies and MediaEmployees who are contacted by lawyers who do not represent the company, governmentagents, investigators or other third parties seeking any company information or documentsconcerning potential or actual litigation or investigations are to immediately notify the CompanySecretary or the Group Human Resource Manager, whether or not the request relates to amatter involving the company. Immediate referral is critical when requests are made in the formof a summons, subpoena or other document legally requiring that an appearance be made or aresponse be given by a specified date. The company will assess the situation, advise employeesand determine the appropriate response.viii. Political InvolvementEmployees who participate in the political process, express their views on legislative or politicalmatters, engage in political activities and/or make personal political contributions must conductsuch activities in their own time and at their own expense.T C L G r o u p - C o d e o f E t h i c s a n d B u s i n e s s C o n d u c t

14Employees who participate in political activities or make any public political statements mustavoid any references to their affiliation with TCL Group or any of its subsidiaries and makeclear that they are acting personally and not on behalf of the TCL Group.5.3 Fraud and False StatementsEmployees must not defraud or attempt to defraud any customer, supplier, shareholder orother person with whom the TCL Group communicates or does business. In particular,employees must always make truthful statements, both verbally and in writing, about theGroup’s products, services and financial condition. Any employee found to be attemptingfraud or engaging in fraud will be subject to strict disciplinary action, up to and includingtermination. The TCL Group also reserves the right to refer such matters to public authoritiesfor possible criminal prosecution.5.4 Competition and Antitrust LawsStrict compliance with competition and antitrust laws around the world is essential. Theselaws are very complex. Some types of conduct are always illegal under certain competitionand antitrust laws. Employees and other representatives of the Group must avoid even theappearance of such conduct. Such conduct includes: agreements or joint actions betweencompetitors regarding prices, bids, products or territory allocations or divisions; selection ofT C L G r o u p - C o d e o f E t h i c s a n d B u s i n e s s C o n d u c t

15customers or suppliers; or limits on production, inventory or research and development; andagreements with customers or licenses regarding the minimum resale price at which they will sellTCL Group goods or services. If any employee has questions concerning a specific situation, heor she should contact the relevant legal department before taking action. Employees should alsorefer to more detailed antitrust and competitive law policies enforced for specific countries.5.5 BriberyBribery occurs when anyone offers, solicits, gives, receives or accepts anything of value inexchange for favorable treatment. It also occurs when a company secures an unfair advantageover its competitors through secret and corrupt dealing with prospective customers. Bribery isillegal and any TCL Group employee who participates in or condones a bribe or other unlawfulpayment, or attempts to participate in any such activity will be subject to strict disciplinary action,up to and including termination of employment. TCL Group also reserves the right to refer suchmatters to public authorities for possible criminal prosecution.T C L G r o u p - C o d e o f E t h i c s a n d B u s i n e s s C o n d u c t

175.8 Advertising and Promotional ActivitiesFalse, misleading or deceptive advertising and related activities in the promotion and saleof products sold or offered by the company is prohibited. In addition, fair and accurateadvertising and sales practices are critically important in preserving the company’sgoodwill and reputation with its customers and the general public. Employees involved inthe preparation or publication of advertising must seek advice regarding any applicablelaws and regulations to ensure compliance before disseminating advertising claims.5.9 International OperationsLaws and customs vary throughout the world, but all employees must uphold the integrityof the TCL Group internationally. When conducting business in other countries, it isimperative that employees comply with applicable laws.5.10 Labour and EmploymentThe TCL Group is an equal employment opportunity employer and it is fair and “unbiased”in its dealings. The details of the Group’s Employment and Labour Relations are outlinedin its Management Labour Relations Code approved by the HRC in 2000.T C L G r o u p - C o d e o f E t h i c s a n d B u s i n e s s C o n d u c t

18i. Placement of Spouses and other RelativesFamily relationships shall not be used as a basis for granting or denying employment rights,privileges or benefits within the Group. Any relative of an employee hired by the Groupmust meet the normal recruitment and selection standards defined by the Group. However,for reasons of supervision, safety, security and morale, neither the spouse of an employeenor another family member of that employee or of his/her spouse may be employed underthe direct supervision of the employee or in the same department as the employee. If thisoccurs, the Group will attempt to reassign one of them to an available position for whichthey are suitably qualified in order to eliminate any concerns. If no such positions areavailable, one of the employees will be required to resign his/her position with the Group.5.11 SafetyThe TCL Group is committed to providing a safe workplace for all employees. In addition,there are laws and regulations that impose responsibility on TCL Group to promote safetyand safeguard against health hazards. It is for those reasons, employees and other personswho are present at TCL Group facilities are required to follow all safety instructions andprocedures that the TCL Group adopts.T C L G r o u p - C o d e o f E t h i c s a n d B u s i n e s s C o n d u c t

19If employees have any questions about possible health and safety hazards at any TCLGroup facility, they should bring those questions to the attention of their supervisor as soonas possible.5.12 The EnvironmentThe TCL Group recognizes that its businesses have an impact on the environment and iscommitted to ensuring that this impact is minimized or reduced where practicable. TCLGroup seeks to ensure that the resources and materials used by their businesses aresustainable, are capable of being recycled and are used effectively with the minimum ofwaste; that where practicable, utilize technologies, materials and processes, which do nothave an adverse impact on the environment and, where such impact is unavoidable, it isminimized, and that suppliers and contractors have the same objectives.6. REPORTING SUSPECTED NON-COMPLIANCE (WHISTLE BLOWING)6.1 Duty to ReportAll employees are obligated to promptly report any suspected violations of this Code or ofapplicable laws, rules or regulations by any TCL Group employee or manager regardless ofthe person’s status or position within the Group. Reporting suspected violations of the Codeor of the law is particularly importantT C L G r o u p - C o d e o f E t h i c s a n d B u s i n e s s C o n d u c t

20because failure to report criminal activity can itself be considered a crime and mayresult in disciplinary action. The TCL Group prefers employees to identify themselveswhen reporting violations or suspected violations because this will better enable theGroup to investigate the suspected wrongdoing. However, the Group recognizes that insome cases employees may feel it necessary to remain anonymous. In such instances,employees are still required to make the necessary report.Reportable complaints will include but are not limited to the following:• commission of a criminal offence;• failure to observe a legal obligation, or to comply with an instrumentof governance;• miscarriage of justice;• endangering health, safety or the environment;• administrative malpractice (financial or non-financial);• professional malpractice (including, for instance, violation of intellectualproperty rights);• improper conduct or unethical behaviour;• suppression or concealment of any information relating to any of the above.T C L G r o u p - C o d e o f E t h i c s a n d B u s i n e s s C o n d u c t

216.2 Reporting Procedures and InvestigationFirst Report – employees may lodge a first report verbally to the Human ResourceManager or Department Head who may subsequently require that the complaint beplaced in writing so as to facilitate the investigative process.Second Report – should an employee be dissatisfied that any action is not taken as aresult of the first report, he/she must submit a written complaint report to the GeneralManager and copied to the Group Human Resource Manager. The GM can then launch afull-scale investigation utilizing all resources available to his office and shall seek theassistance of the Group HRM in the investigation proceedings.TCL Group will investigate all reports of suspected violations of law or the Code, includinganonymous ones. Employees must cooperate in the investigation of reported violations.6.3 Identity ProtectionThe identity of any person making an allegation will be kept confidential until a formalinvestigation is launched. Thereafter, the identity of the person making the allegation willbe kept confidential, if requested, unless this is incompatible with a fair investigationT C L G r o u p - C o d e o f E t h i c s a n d B u s i n e s s C o n d u c t

22(e.g. the need of the person(s) against whom the allegation is made to know the identity ofhis/her accuser) or unless there is an overriding reason for disclosure. Provided that theallegation has been made lawfully, without malice and in the public interest, the employmentposition of the person making it will not be adversely affected by reason of making theallegation. The TCL Group will not disclose the identity of anyone who reports a suspectedviolation or who participates in a related investigation unless the employee submitting thereport authorizes such disclosure or such disclosure is required by law, regulation orlegal process.6.4 Safeguards Against RetaliationThe TCL Group recognizes that members of staff may fear that their own position could bejeopardized if they raise a particular concern directly in one of these ways. No detrimentalaction of any kind will be taken against a person within the Group making a complaint of thenature described above, provided that it is done without malice and in good faith, reasonablybelieving it to be true. In addition,members of staff have statutory protection under the law.A malicious or vexatious complaint, however, could result in disciplinary action.T C L G r o u p - C o d e o f E t h i c s a n d B u s i n e s s C o n d u c t

23Any TCL Group employee responsible for reprisals against co-workers for reporting in goodfaith known or suspected violations of law or the Code, or for assisting in an investigationof such a violation, will be subject to disciplinary action, up to and including termination.Any employee who submits a report that he or she knows or suspects may be false will alsobe subject to disciplinary action and possible termination.7. COMPLIANCE WITH THE CODE OF ETHICS AND BUSINESS CONDUCTAll employees have a responsibility to understand and follow this Code. In addition, allemployees are expected to perform their work in keeping with the Group’s core businessvalues in any areas not specifically addressed by this Code. A violation of this Code mayresult in appropriate disciplinary action including the possible summary termination fromemployment with the TCL Group without additional warning.This Code sets out general principles to guide employees in making ethical decisions, andthey cannot and are not intended to address every specific situation. As such, nothing inthis Code prohibits or restricts TCL Group from taking any disciplinary action on anymatters pertaining to employee conduct, whether or not they are expressly discussed inthis document.T C L G r o u p - C o d e o f E t h i c s a n d B u s i n e s s C o n d u c t

248. TCL GROUP COMMITMENTDirectors, executives, managers, officers and employees, are required to upholdthis Code and such standards as are reasonably designed to deter wrongdoing andpromote honest and ethical conduct, including the ethical handling of actual or apparentconflicts of interest; full, fair, accurate and timely reporting in TCL Group’s periodicfinancial reports; compliance with governmental rules and regulations and consistentwith the TCL Group Policy Framework on Corporate Governance.BOARD APPROVALThis revised policy was approved by the Parent Board at its meeting held on October 3,2008 for immediate implementation within the TCL Group. It replaces the 1987 policy onconflicts of interest.Alan NobieCompany Secretary, TCLNovember 3, 2008T C L G r o u p - C o d e o f E t h i c s a n d B u s i n e s s C o n d u c t