Corporate Governance

CORPORATE GOVERNENCE

At the core of our corporate sustainability lies a our foundational values and a principled approach to conducting business. This entails us to conduct operations that, as a baseline, fulfill essential obligations across human rights, labor, the environment and anti-corruption efforts. We embrace consistent values and principles regardless of our presence, understanding that positive actions in one domain cannot counterbalance negative impacts in another. By integrating the UN Global Compact’s Ten Principles into our strategies, policies, and procedures and fostering a culture of honesty, we not only fulfill the fundamental commitment to our society and our environment but also lay the groundwork for our sustained prosperity.

Wirecom (India) Private Limited is committed to the highest standards of moral and ethical integrity, transparency and propriety in all its dealings. WIPL believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour.

WIPL has formulated the Code of Conduct (hereafter referred as “the Code”), which lays down the principles and standards that should govern the actions of the Company and all its employees. The role of the Whistle Blower in pointing out any violations/probable violation of the Code cannot be undermined.

“Every employee and all stakeholder of WIPL shall promptly report to the management any actual or possible violation of the Code or an event he becomes aware of that could affect the business or reputation of the Company.”

In consideration to the environmental responsibility WIPL has take all precautionary measures to reduce the carbon emissions which impacts the environment and has been successful in doing so.

This policy aims to provide avenues for Whistle Blower to raise concerns on serious matters regarding ethical values, probity and integrity or any violation of WIPL’s Code of Conduct.

Ten Principles of the UNGC

Human Rights

Principle 1: We will support and respect the protection of internationally proclaimed human rights.

Principle 2: Make sure that we are not complicit in human rights abuses.

 

Environment

Principle 3: We will support a precautionary approach to environmental challenges.

Principle 4: Undertake initiatives to promote greater environmental responsibility.

Principle 5: Encourage the development and diffusion of environmentally friendly technologies.

 

Labour

Principle 6: We will uphold the freedom of association and the effective recognition of the right to collective bargaining.

Principle 7: Eliminate all forms of forced and compulsory labour.

Principle 8: Effective abolition of child labour.

Principle 9: Elimination of discrimination in respect of employment and occupation.

 

Anti-Corruption

Principle 10: We will work against corruption in all its forms, including extortion and bribery.

Definitions and Interpretation

Definitions: The definitions of some of the key terms used in this Policy are given below:

“Ethics and Conduct Committee”: means the Ethics and Conduct Committee constituted by the Board of Directors of the Company comprising of Managing Director and Executive Director with Managing Director being the Chairman of Ethics and Conduct Committee. Other members include Manager-HR and Plant-Head.

“Code”: means WIPL Code of Conduct which is in force.

“Employee”: means every employee of the Company

“Investigator/s”: means those persons authorised, appointed, consulted or approached by the Ethics and Conduct Committee in the process of the investigation of any Protected Disclosure who may /may not be the employees of WIPL.

“Protected Disclosure”: means any communication made in good faith by the Whistle Blower that discloses or demonstrates information that may evidence unethical or improper activity.

“Subject/s”: means a person against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.

“Whistle Blower”: Various stakeholders of the Company are eligible to make Protected Disclosures under the Policy. These stakeholders may fall into any of the following broad categories:

  • Employees of the Company
  • Employees of other agencies deployed for the Company’s activities, whether working from any of the Company’s offices or any other location
  • Contractors, vendors, suppliers or agencies (or any of their employees) providing any material or service to the Company
  • Customers of the Company
  • Any other person having an association with the Company A person belonging to any of the above-mentioned categories can avail of the channel provided by this Policy for raising an issue covered under this Policy

The Policy covers malpractices and events which have taken place/ suspected to take place involving:

  1. Abuse of authority
  2. Breach of contract
  3. Negligence causing substantial and specific danger to public health and safety as well as environment and sustainability procurement.
  4. Manipulation of company data/records
  5. Financial irregularities, including fraud or suspected fraud or deficiencies in Internal Control and check or deliberate error in preparations of Financial Statements or Misrepresentation of financial reports
  6. Any unlawful act whether Criminal/ Civil
  7. Pilferage of confidential/propriety information
  8. Deliberate violation of law/regulation
  9. Wastage / Misappropriation of company funds/assets
  10. Bribery  corruption, money laundering
  11. Sexual Harassment
  12. Retaliation
  13. Breach of IT Security and data privacy
  14. Social Media Misuse
  15. Breach of Company Policy or failure to implement or comply with any approved Company Policy.
  16. Employment of child labour, forced labour, human trafficking
  17. Competitive practices, The Policy should not be used in place of the Company grievance procedures or be a route for raising malicious or unfounded allegations against colleagues.
  18. Violation of a law.
 
Interpretation: In this Policy, unless the contrary intention appears:
  • The singular includes the plural and vice versa.
  • Any word or expression importing the masculine, feminine or neutral genders only shall be taken to include all three genders.

PROCEDURE

  • All Protected Disclosures should be addressed to the Chairman of the Ethics and Conduct Committee of the Company.
  • Protected Disclosures should preferably be reported in writing so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English or in the regional language of the place of the Whistle Blower. The Protected Disclosure should be forwarded under a covering letter which shall preferably bear the identity of the Whistle Blower. The Chairman of the Ethics and Conduct Committee can initiate an investigation independently at his own discretion even on anonymous disclosures.
  • The Chairman of the Ethics and Conduct Committee shall detach the covering letter and discuss the Protected Disclosure with Members of the Ethics and Conduct Committee and if deemed fit, forward the Protected Disclosure to the Investigator for investigation.
  • Protected Disclosures should be factual and not speculative or in the nature of a conclusion, and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern and the urgency of a preliminary investigative procedure.

HOW TO REPORT?

Your concerns to can be shared with:

Designation Name Email ID Contact no.
Managing  Director Pratik Shah pratikshah@wirecomindia.com 9322892588
Director (HR) Grishma Shah grishmashah@wirecomindia.com 9320314692
HR Manager Anjali Gurav hr@wirecomindia.com 9324986500

While there is no specific format for submitting a Disclosure, the following details MUST be mentioned:

  • Name, address and contact details of the Whistle blower (including Salary Code, if the Whistle blower is an employee).
  • Brief description of the Malpractice, giving the names of those alleged to have committed or about to commit a Malpractice. Specific details such as time and place of occurrence are also important.
  • In case of letters, the disclosure should be sealed in an envelope marked “Whistle Blower” and addressed to the MD/ Hr Head, depending on position of the person against whom disclosure is made.

INVESTIGATION

  • All Protected Disclosures reported under this Policy will be thoroughly investigated by the Investigator.
  • Protected Disclosures involving or relating to the Investigator which in the opinion of the Ethics and Conduct Committee may hamper the independence of the Investigator in conducting the investigation, if necessary, can be investigated by the Ethics and Conduct Committee itself.
  • The identity of a Subject will be kept confidential to the extent possible given the legitimate needs of law and the investigation.
  • Subject/s will normally be informed of the allegations at the outset of a formal investigation and shall have opportunities for providing their inputs during the investigation.
  • Subject/s shall have a duty to fully co-operate with the Investigator / Ethics and Conduct Committee during investigation. However, co-operation does not mean merely accepting the guilt.
  • The investigation shall be completed normally within 45 to 90 days of the receipt of the Protected Disclosure.
  • Subject/s has a right to consult with a person or persons of their choice, other than the Investigator and/or members of the Ethics and Conduct Committee and/or the Whistle Blower. Subjects shall be free at any time to engage counsel at their own cost to represent them in the investigation proceedings.
  • Subject/s has 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 Subjects.
  • Unless there are compelling reasons not to do so, Subjects will be given the opportunity to respond to material findings contained in an investigation report. No allegation of wrongdoing against a Subject shall be considered as maintainable unless there is sufficient and good evidence in support of the allegation.
  • Subject/s has a right to be informed of the outcome of the investigation. 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/s and the Company.

PROTECTION / DISQUALIFICATION

  • It will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment from the management.
  • The identity of the Whistle Blower will be kept confidential to the extent possible.  Whistle Blowers are cautioned that their identity may become known for reasons outside the control of the Investigator / Ethics and Conduct Committee (e.g. during investigations carried out by the Investigator).
  • Any other Employee assisting in the said investigation will also be protected to the same extent as the Whistle Blower.
  • However, 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.
  • The Whistle Blowers making such mala fide / frivolous / baseless / malicious Protected Disclosures three times will be disqualified from reporting further Protected Disclosures under this Policy. In respect of such Whistle Blowers, the Company would reserve its right to take appropriate disciplinary action on the recommendation of the Ethics and Conduct Committee, as may be deemed fit.

REPORTING, DECISION, DOCUMENTATION & AMENDMENT

Reporting: The Investigator/s shall submit a report, including a preliminary report if any, to the Ethics and Conduct 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.

Decision: If an investigation, including a preliminary report if any, leads the Ethics and Conduct Committee to conclude that an improper or unethical act has been committed, the Ethics and Conduct Committee shall direct the management of the Company to take such disciplinary or corrective action as the Ethics and Conduct Committee deems fit.

Retention of documents: All Protected Disclosures in writing or documented along with the results of investigation relating thereto shall be retained by the Company for a minimum period of seven years.

Amendment: The Company reserves its right to amend or modify this Policy in whole or in part, at any time with the approval of the Board of Directors and without any prior notice and without assigning any reason whatsoever.