Code of Business Conduct Integrity | Honesty | Fairness Spirit of Wipro
Be passionate about clients’ successes
Treat each person with respect
Be global and responsible
Unyielding integrity in everything we do Chairman’s message
Dear Wiproites,
Our unflinching commitment to integrity, fairness, and transparency has made us a globally trusted brand. The Spirit of Wipro, our values, has been our beacon and helped us achieve high standards of governance and business conduct.
As we continue to explore opportunities and expand our global footprint, we must ensure non-negotiable adherence to globally accepted standards of compliance. To further strengthen our policies, and make our systems and processes more robust, we have updated our Code of Business Conduct (COBC), along with our ethics and compliance initiatives.
The updated COBC provides key details about our responsibilities and obligation to comply with laws and Wipro’s ethical standards. It also serves as a helpful reference tool that can guide us when we are confronted with ethical dilemmas or questions.
It is imperative we uphold the COBC and manifest it in all our actions. This will be a critical element that will help us shape an organizational culture with a growth mindset. At the core of this change would be greater accountability, deeper commitment, strong ownership, and collaboration, putting Wipro and its success first before individual units and teams. This culture will be defined by decisiveness, responsiveness, mutual respect, and inclusiveness.
I am confident that we will continue to be a corporate model for transparency, ethical business practices, and good governance.
Let us make Wipro the most preferred Company to work with – for its employees, customers, and other stakeholders.
Live the Spirit of Wipro.
Rishad Premji
3 Table of contents
About our Code and your responsibilities 6 To whom the Code applies How to use the Code of Business Conduct? Employee responsibilities Cooperating with surveys, investigations and inquiries Ethical leadership Making the right choice Asking questions and raising concerns Preventing retaliation Accountability and discipline Acting in the best interest of our customers, business partners and the public 11 Customer relations Marketing and advertising Protecting customer information Supplier selection Government contracting Conflicts of interest Family members and close personal relationships Personal investments and corporate opportunities Outside employment Volunteer or charitable work Gifts, entertainment & business courtesies Gifts, entertainment or business courtesy to government officials Communicating with the public Social media and networking Protecting our information and assets 19 Confidential information Intellectual property Competitive/business intelligence Protecting the privacy of employee and personal information Business records and internal controls Document management and legal holds Safeguarding company assets Following the letter and the spirit of laws and regulations 25 Insider trading Anti-trust and fair competition Anti-corruption Anti-money laundering Political involvement/lobbying Global trade Performance through teamwork and respect 30 Human rights Diversity and non-discrimination Harassment-free workplace Safe and healthy work environment Sustainability and corporate citizenship Additional resources and links 35
4 About our Code and your responsibilities
To whom the Code applies
The Code of Business Conduct (COBC) provides How to use the Code of the ethical guidelines and expectations for Business Conduct? conducting business on behalf of Wipro Limited, its subsidiaries and affiliate The COBC is designed to help companies. In the COBC, these are commonly employees recognize and deal with referred to as “Wipro” or “the Company.” The ethical issues in their work. Wipro’s COBC applies to all employees and members of policy is to comply with all applicable the Board of Directors of the Company. It also laws and regulations, to be committed applies to individuals who serve the Company to conducting business in an ethical on contract, subcontract, retainer, consultant manner and to act with integrity in or any other such basis. dealing with our customers, suppliers, partners, competitors, employees and Suppliers, service providers, external other stakeholders. professionals, agents, channel partners (dealers, distributors and others) serve as an The COBC is a guide to help whenever extension of the Company and their conduct you have questions about ethics and behaviour while carrying out business or if you are faced with an ethical dealings with Wipro or on behalf of Wipro can dilemma. COBC may not address all the have an impact on Wipro and its reputation. For situations which you may encounter this reason, they are expected to conduct their and sometimes, because of the highly businesses in a legal and ethical manner and complex rules and regulations that to adhere to the spirit of the COBC, as well as govern our business, you may need any applicable contractual obligations, when additional help. In these situations, working for Wipro. consult the Wipro policies (forming part of the Book of Policies) referenced Employee responsibilities throughout the COBC. The Book of Policies is available on Wipro’s intranet Wipro is made up of thousands of individuals, portals. They provide more detailed each with unique perspectives and aspirations. information on seeking help. You can Though we are all different, we all share also discuss the matter with your an understanding of the importance of manager, Human Resources (HR) or “Unyielding Integrity.” Without a reputation for other designated persons mentioned in integrity we would fail with customers, with the COBC. investors and in our own eyes. We must strive to maintain the highest ethical standards.
5 In particular: local laws conflict with the COBC or related policies, discuss the issue with your manager • Always act in a professional, honest, and or contact the HR manager or Ombudsperson ethical manner when acting on behalf of for clarification. the Company.
• Be familiar with the information contained in the COBC and policies and pay particular attention to the policies that pertain to your Cooperating with surveys, job responsibilities. investigations and inquiries
• Complete all required employee trainings The Company will promptly in a timely manner and keep up-to-date on investigate all credible reports current standards and expectations. of misconduct. Also, using both internal and external resources, • Promptly report concerns about possible Wipro conducts surveys and audits to violations of laws, regulations or the COBC assess risks and enhance compliance. to your manager, manager’s manager, HR manager, head of the business, any member All employees are required to cooperate of Senior Management, any member of the fully and truthfully with designated Legal & Compliance Department or audit and investigations professionals. the Ombudsperson. Regular purging of documents is in order except if an investigation is in • Cooperate and tell the whole truth when progress and a document preservation responding to an investigation or audit and or hold notice is issued. Never mislead never alter or destroy records in response to any investigator and never alter or an investigation, or when an investigation destroy documents or records in is anticipated. response to an investigation. Remember: No reason, including the desire • Trained experts will be assigned to to meet business goals, should ever be an conduct the investigation. excuse for violating laws, regulations, the COBC or policies. • The facts of the case will be uncovered through interviews and I understand that some leaders at Wipro document reviews. Q have a separate code. Is that true, and do they also have to abide by the COBC? • Unless authorized, you should never conduct an investigation yourself. All Wiproites are governed by the A principles and values embodied in the • Unless authorized do not disclose any “Spirit of Wipro.” There is no separate code for information about an investigation. leaders, and they must also abide by the COBC. Wipro’s Principal Executive Officer and Senior • Investigators recommend appropriate Financial Officers have an additional Code of action, if needed, to management. Ethics to support requirements of complete If action is necessary to correct the and accurate financial records and reporting. situation and prevent a recurrence, the Company will take corrective In my country, our local laws differ from steps including disciplinary action Q some of the standards in the COBC. What against the erring employee up to and should I do? including dismissal. Wipro does business in a number A of countries worldwide and we are committed to following the laws and regulations everywhere we operate. Sometimes these laws may vary or conflict with the COBC. Where they do, the laws of the land will prevail. However, in some situations, COBC may take a more conservative stand to avoid conflicts with certain other country laws. If you believe
6 Why are we expected to cooperate with • Be proactive. Look for opportunities to Q investigations and inquiries? I would discuss and address ethics and ethically rather not get involved. challenging situations with team members.
When the Company conducts an • Create an environment where everyone A investigation, it is because there is the feels comfortable asking questions and possibility of a breach of our policies or legal reporting potential violations of the COBC requirements. The investigation is necessary to and policies. protect individuals, Wipro, and, in some cases, the public. If employees do not cooperate it • Never ask another or pressure anyone to do may be impossible to get all the facts and something that is in violation of the COBC. take the right actions. Also, the investigation • Be aware of the limits of your authority will help the Company to process corrections and do not take any action that exceeds which would help in avoiding repeat violations. those limits. Delegate authority only where Withholding information or knowingly giving permissible and never delegate authority to false or misleading information or sharing any individual who you believe may engage information about an investigation is a serious in unlawful conduct or unethical activities. violation of your duties as an employee and could result in disciplinary action. • If you supervise third parties, ensure that they understand their ethics and compliance. Ethical leadership My business unit sets various goals that If you are in a leadership position at Wipro, we are asked to achieve. Sometimes I find you are also expected to meet the following Q that I can achieve some of the goals only if additional responsibilities: I violate the COBC. Is this acceptable? • Lead by example. Managers are expected to No. While successful businesses set exemplify the highest standards of ethical high goals and employees strive to business conduct and to model the “Spirit A achieve them, you should never violate the of Wipro.” COBC or Wipro’s policies in a quest to achieve • Support implementation of ethics and your goals. business conduct programmes and I’m a manager and I’m not clear what my monitor compliance of Wipro’s values and obligations are if someone comes to me ethical business conduct guidelines through Q with an accusation—and what if it involves a such programmes. senior leader?
No matter who the allegation involves, A you must report it without exception. Wipro provides several avenues for reporting concerns. If for any reason you are uncomfortable making a report to a particular person, you may talk to the Ombudsperson.
I’m a manager. If I observe misconduct in Q an area not under my supervision, am I still required to report the issue?
Though you are chiefly responsible for personnel under your supervision, • Help create a work environment that A all Wiproites are required to report any focuses on building relationships. Recognize misconduct they become aware of, and as effort and value mutual respect and open a leader you are especially obliged to take communication. action. The best approach is to first talk with • Communicate to employees and business your manager who oversees the area where partners (such as dealers, distributors, the problem is occurring, but if this doesn’t agents) about how the COBC and policies work, or isn’t feasible, you should use other apply to their daily work. resources listed in the COBC.
7 Making the right choice are available to help and you have other resources to turn to including the COBC. Making the right decision is not always easy. There will be times when you will be under When faced with a tough ethical decision it may pressure or unsure of what to do. Always help to pause and ask these questions. If you remember when you have a tough choice to give a negative answer to even one question, make, you are not alone. Your fellow Wiproites consider a different action or seek help.
• Is it the right thing to do? Is it legal? Is it consistent with our policies?
• Have I considered all the options?
• Will my actions be consistent with the “Spirit of Wipro?”
• Will I be comfortable telling others about my decision?
• Can I honestly say I’d be proud of the choice I made?
• What is the possible impact of my actions on others, including fellow employees and stakeholders?
Asking questions and raising In addition, if you have a question about a concerns Wipro policy, you can send your query to: [email protected]. In today’s complex business environment, it is inevitable that questions and ethics and You also have the option to use Wipro’s compliance concerns will arise. The sooner Hotline. To access the Hotline, please Wipro leadership knows about possible visit www.wiproombuds.com. Calls to the problems; the sooner they can be addressed. Hotline may be made anonymously; however, Wiproites are encouraged to provide their Each one of us is responsible to promptly name. Anonymous calls will be considered for raise issues or concerns about misconduct. further action at the sole discretion of Wipro If you become aware of conduct that you and anonymous callers may need to provide believe violates Wipro’s policies, regulations, additional information before an effective or the law, talk to your manager. If this seems investigation can take place. You also have an inappropriate, or if you don’t believe the person option to raise your concerns directly to the to whom you’ve reported your concern has Chairman of the Audit Committee taken appropriate action, you have several ([email protected]). additional options: No form of retaliatory action will be taken • Speak with your manager’s manager or any against that employee raising a concern even member of Senior Management. if the same does not turn out to be true. But in raising the concern the employee is advised to • Contact the Legal & Compliance Department exercise due care to ensure good faith. or your HR manager.
• Use the Company’s Ombudsprocess, which is a whistle-blower process, by contacting [email protected].
8 Our manager typically does nothing when Wipro takes claims of retaliation seriously. All Q concerns about potential misconduct such claims will be thoroughly investigated are brought to her attention and I believe she and if substantiated, retaliators will be has made things difficult for co-workers who disciplined up to and including termination. have raised issues. Now I have a problem. A If you believe you have been retaliated co-worker is doing something that I believe to against, you should report such action to the be ethically wrong. What should I do? Ombudsperson or use any of the reporting methods described in the COBC. Take action and speak up. You are A required to report misconduct. Though raising it with your manager is often the best Accountability and discipline way to efficiently address a concern, if you do Violating relevant laws, regulations, or the not believe that it is appropriate or do not feel COBC, or expecting or encouraging others to do comfortable doing so, you should talk to your so, exposes the Company to liability and puts manager’s manager, or any of the resources the Company’s reputation at risk. If an ethics listed in the COBC. or compliance problem does occur, you have an obligation to contact one of the resources Preventing retaliation listed in the COBC so that an effective solution can be developed. Managers must listen openly to concerns about misconduct, respond appropriately, Wipro will take appropriate disciplinary and never retaliate against those who action including up to termination against any raise issues in good faith. Lack of content/ employee, agent, contractor or consultant, expert knowledge could cause anxiety on an whose actions are found to violate these employee’s part to believe it to be wrong— policies or any other policies of Wipro. that’s fine. The Compliance process at Wipro has the It is a violation of our policy and contrary to oversight of the Board of Directors, Audit our values to engage in retaliatory acts against Committee and Corporate Compliance any employee who reports wrongdoing of any Committees comprising of Board Members. type, or any employee who testifies, assists or participates in a proceeding, investigation or hearing relating to allegations of misconduct.
9 Acting in the best interest of our customers, business partners and the public
The “Spirit of Wipro” begins with the intensity to win and the commitment to making our customers successful. Marketing and advertising
Wiproites know that winning and success are Advertising is an essential instrument only possible if we consistently act in the best for effective brand building and interests of our customers, business partners communicating with customers. We and the public. When we make their interests strive to ensure that all advertisements our priority, we earn and keep their trust. of Wipro’s services and products are done ethically.
Customer relations Our advertising must never misrepresent, deceive or be likely to Our standard mislead customers. Marketing and Customers purchase our services and products advertising of Wipro services and because they trust them. They trust the quality products must be truthful and accurate. of our services and products, they trust their False or unsubstantiated claims about value, and they trust that we will stand behind competitors’ offerings must never be what we sell and deliver. We must preserve made. Our advertising, packaging, that trust. displays and promotions must always be appropriate and sensitive to the Wipro has a fundamental responsibility to culture of customers and the public in ensure that customers have faith in the quality the country in which the advertising of our services and products. It is the primary is shown, and we will avoid political or responsibility of every employee to make sure religious remarks in advertisements that our services and products are consistently that may be offensive. of the highest quality.
Our responsibilities
• Each of us must ensure that we follow our • Do not make false or illegal claims about rigorous product safety and quality standards. competitors or their services and products.
• Any concerns about product safety or quality • Promise what you can deliver and deliver on must be immediately reported. It is the job of what you promise. every employee to make sure that consumers get what they expect—and pay for. • If you are in a leadership position at Wipro, you have an obligation to monitor the quality of • Do not create misleading impressions in any our supply chain to ensure that the products advertising, marketing, sales materials or we sell meet all external safety and quality presentations. standards, as well as our own high standards.
10 Protecting customer information Supplier selection
Our standard Our standard
During the course of our business operations, we Wipro’s suppliers make significant often have access to personal information related contributions to our success. To create an to customers and others. While protecting this environment where our suppliers have an information may now be a legal requirement, for incentive to work with Wipro, they must be us at Wipro, data privacy has always been a matter confident that they will be treated lawfully and of trust and respect for others. in an ethical manner.
We respect the personal information of our Our policy is to select suppliers and make customers and others. Protecting their privacy is purchases based on need, quality, service, very important to us. price and other terms and conditions. We select significant suppliers through a Our responsibilities competitive bid process where all supplier • Protect the confidentiality of personal relationships are conducted by way of information of current and former customers, appropriate written contracts. as well as job applicants, business partners We believe in doing business with suppliers and customers. and business partners who embrace and • Access and use personal information solely demonstrate high standards of ethical for legitimate business purposes and only if business behaviour and who share our you have a need to know. commitment to environmentally sustainable practices and human rights. Wipro will not • Return or destroy personal information that establish a business relationship with any is no longer required by you for business supplier if its business practices violate local reasons in accordance with our document laws and does not comply with our Supplier retention policies. Code of Conduct.
• When sending personal information across borders or to third parties, make sure that such transmissions are for legitimate business reasons and that they comply with Government contracting local law. Also ensure that the recipient will Wipro’s policy is to comply fully with safeguard the information. all laws and regulations that apply • Sensitive personal information, such as to government contracting and social security numbers, medical records, transactions. It is also necessary credit card and bank account numbers to strictly adhere to all terms and require special handling based on local law. conditions of any contract with central, local, state, federal, foreign or other • Do not forward customer or other business applicable governments. Wipro’s Legal information and documents to personal & Compliance Department must review email IDs (such as Gmail or Hotmail). and approve all contracts with any government entity to confirm this. • Do not use public file hosting services (such as Dropbox, SkyDrive, iCloud, Amazon Cloud Drive) to backup customer or other business information and documents. Our responsibilities If you notice a breach of this policy or receive • If you are in a leadership position at Wipro a customer inquiry or complaint about Wipro’s and work with our suppliers and business handling of personal information, forward partners, you must ensure that they have the inquiry or complaint to Security Incident received a copy of the Supplier Code of Reporting (SIR) through the Company’s Conduct. Communicate to our suppliers our intranet system. standards for high performance in ethics, Further information: Policy on Confidential anti-corruption, human rights, health, safety Information and the environment.
11 • Be vigilant and watch out for any signs of our It is impossible to describe every potential business partners violating applicable law conflict, which is why Wipro relies on each of or regulations, including local employment, us to uphold the high standard of “Unyielding anti-corruption, environmental, health and Integrity” and to seek advice when needed. safety laws. If you believe a conflict or potential conflict exists, discuss it with your manager, the Legal • Each of us who works with suppliers must & Compliance Department or HR. make decisions in the best interest of Wipro and our customers based on performance criteria, not for any personal benefit or gain.
• Cooperate with audits of suppliers and Some examples of conflicts of stop purchasing from those not making real interest are: progress towards meeting our standards. • Working directly or indirectly either • Respect and protect the confidential and as an officer, employee, consultant or proprietary information of suppliers. agent for a competitor or client
• Document all supplier relationships in • Having a direct or indirect financial appropriate written contracts. interest in a competitor or client or managers, or subordinate employees or • Disclose any situation that may appear to peers of Wipro involve a conflict and remove yourself from making or influencing a purchasing decision. • An intimate personal relationship that develops at the workplace between a Further information: Supplier Code of Conduct manager and subordinate
• Engaging in an activity that is in Conflicts of interest competition with Wipro
Our standard • Using proprietary or confidential information of Wipro for personal gain A conflict of interest occurs whenever you have a competing interest that may interfere with • Unauthorized use, or disclosure of your ability to make an objective decision for information about our customers Wipro. Personal involvement including financial or business partners for personal interests or dealings with competitors, clients, advantage managers, subordinate employees or peers • Accepting an expensive gift, of Wipro that has the potential to affect the entertainment or business courtesy employee’s ability to exercise good judgment from a supplier or service provider that for Wipro creates an actual or potential conflict could potentially result in a conflict of of interest. interest in dealing with the supplier or A conflict of interest can also occur on service provider account of situations that could create a risk • Offering or issuing shares of Wipro to or influence in the professional judgement or officials of an existing or prospective decision of an individual, where the primary customer organization interest of the organisation and the individual’s role as an employee is inadvertently • Professional relationship where prejudiced by another conflicting interest. a relative is a peer in a position The conflicting interest need not necessarily handling sensitive/ highly confidential be limited to mean financial gains and could information, for e.g., Manager’s include personal benefits like professional Executive Assistant or Secretary or the advancement or favours for colleagues. HR Business Partner of the concerned business unit. The employee will be Each of us is expected to use good judgment privy to sensitive information that could and avoid situations that can lead to even the inadvertently be disclosed or shared to appearance of a conflict. Conflicts of interest benefit the relative directly or indirectly. can undermine the trust others place in us and damage our reputation.
12 Outside employment
While it is not the intent of Wipro to unduly • Being part of investigations against restrict the activities of employees on their a colleague/ team member – Parties own time, employees may not work for or may have preconceived opinions and receive payments for services from any therefore outcomes may be biased. business that does or seeks to do business • Other financial business relationships with or is in competition with Wipro. with colleagues, team members, etc. A conflict of interest may also arise if an (e.g. multi-level marketing chains)— employee’s outside work, including employees will be able to unduly self-employment or commercial pursuit influence and derive personal benefit of hobbies and interests, interferes with from his/her position within the the employee’s ability to fulfil his or her organization. responsibilities to Wipro including scheduled working hours or overtime hours, or if there is a risk that the outside employment may cause the employee to disclose Wipro’s confidential Family member and close personal or proprietary information or trade secrets. relationships It is a conflict of interest to serve as a director As a general rule, employees must avoid of any company that competes with Wipro. It conducting any Wipro business with a relative may be a conflict of interest if an employee (which includes a “significant other”) or a serves as a director of a Wipro supplier, business in which a relative is associated in a customer, developer, or other business partner. key role. If such a related-party transaction is But in all these cases of potential conflicts, the unavoidable, the employee must fully disclose employee must first obtain approval from the the nature of the related-party transaction to Head of HR, Wipro Limited. his/her HR manager.
Members of an employee’s immediate family and those in a close personal relationship may be considered for employment on the basis of their qualifications and they may be hired if such employment would not create manager-subordinate relationship or such other professional relationships which could impair the employee’s independence or influence the judgement of either party directly or indirectly. If a close personal Volunteer or charitable work relationship exists or develops between two employees, both employees involved must On a case-by-case basis, employees may be bring this to the attention of their manager permitted to work for non-profit/not-for-profit and HR manager. Attempts will be made to organizations, clubs and charitable institutions find a suitable resolution. provided prior disclosure is made to the HR manager. The employee must ensure that the Personal investments and corporate services they provide do not affect Wipro’s opportunities interest or reputation. The employee must not Employees may not own, either directly accept remuneration for any service rendered or indirectly, a substantial interest in any except reimbursement of reasonable and business that does or seeks to do business customary expenses. with, or is in competition with Wipro, without Our responsibilities written approval of the CFO, Wipro Limited. • Avoid conflict of interest situations whenever Employees are also prohibited from making possible. personal business or investment opportunities that are discovered during the course of their • Discuss with your manager full details of work at Wipro. any situation that could be perceived as a
13 potential conflict of interest. Your manager Accepting occasional gifts and entertainment may require you to disclose the situation may be appropriate when developing business to your HR manager or Legal & Compliance relationships. However, they should never be Department for appropriate resolution. lavish or in excess of the generally accepted business practices of the country or industry. • Proactively address situations that may put When accepting gifts, the value shall not your interests or those of a family member or exceed our Acceptable Limit, i.e.: US$ 100 others in potential conflict with Wipro. or equivalent currency for employees in the United States and Europe, and US$ 50 or Gifts, entertainment & business equivalent currency for employees in the rest courtesies of the world, per financial year.
Our standard Employees and agents acting on Wipro’s behalf must never offer a gift of any kind to In many industries and countries, gifts and anyone doing business with Wipro or seeking entertainment are used as a standard to to do business with Wipro that is not within strengthen business relationships. While the Acceptable Limit. Standard corporate this area of concern can be complicated, for gifts with the Wipro logo can be offered as Wiproites, one principle is always clear: we an acceptable business practice to private do not accept or provide gifts, favours, or customers provided the conditions mentioned entertainment if the intent is to influence a above are met. However, for gifts other than business decision. standard corporate gifts, employees are No employee shall give, offer, promise to encouraged to refer to the internal Books of offer, or authorize the offer, directly or Policies for limits and approval matrix. indirectly, of anything of value (such as No other manner of gifting is permissible money, securities, goods or services) to except as specifically set out above. In government officials, customers, potential particular, the following are strictly prohibited: customers, foreign officials including officials of any public international organizations or • Accepting or offering cash or cash equivalent any other entity which could be regarded (gift vouchers, gift cheques/ checks, shares, etc.) as influencing any business decision or • Employee using own money or resources to obtaining improper advantage. Employees pay for gifts shall neither use business courtesies to attempt to improperly influence the decisions • Organizing for the gift to be offered indirectly of our customers or other third parties nor through a third party provide such courtesies in violation of the law or customer’s internal policies. • Gifting of alcohol except wine which should be within the Acceptable Limit specified above Gifts, entertainment and business courtesies are only to be offered or accepted if all of the following conditions are met: The following types of business • It cannot be reasonably construed as payment or consideration for influencing or courtesies are not permitted: rewarding a decision or action. Offering business courtesy
• It cannot be offered when there is an ongoing • Travel expenses of family members active business negotiation. of any third party to attend • It is justifiable when offered or accepted, i.e. Wipro-sponsored group events. It is reasonable, customary or is generally • Any business courtesy, charitable offered as an industrial practice. contribution or donation to government • It does not violate customer’s policies and officials, foreign officials including officials applicable laws. of public international organizations (such as the United Nations, World Bank) or • Its public disclosure would not embarrass government companies. Wipro.
14 • Business courtesy to a third party • Government-funded organizations when in direct business negotiation through governmental appropriations with Wipro. or through revenues obtained as a result of government-mandated Accepting business courtesy taxes, licenses, fees, or royalties • Sponsorship/reimbursement for travel, • Enterprises widely perceived accommodation, sporting/recreation/ and understood to be performing cultural events, etc., by a third party not governmental functions connected with a business event. However, reasonable conveyance or • Sponsorship/reimbursement of expenses other facilities to government officials for Wipro’s internal conferences by a third is allowed where there is a legal or party (e.g. Wipro-sponsored group events contractual obligation on the part or departmental conferences). of Wipro to provide such facilities • Business courtesy from a third party during their visits to our campus for when in direct business negotiation inspection/audit (e.g. Special Economic with Wipro. Zone, tax or pollution control officials).
Charitable contributions or donations are Our responsibilities permitted only to registered charitable organizations as per internal guidelines • Only offer or accept gifts, entertainment and processes. or business courtesies that are reasonable compliments to business relationships.
• Exchange gifts, entertainment or business Gifts, entertainment or business courtesies that foster goodwill in business courtesies to government officials relationships, but never provide any that obligates or appears to obligate the recipient. No gift, entertainment or business courtesy can be offered to or accepted • Do not request or solicit personal gifts, from government officials or foreign entertainment, or business courtesies. officials including officials of public • Accepting gifts of cash or cash equivalents is international organizations or strictly prohibited. government customers (including public sector undertakings and government-run • Understand and comply with the policies enterprises) either directly or indirectly. of the recipient’s organization before offering or providing gifts, entertainment Government customers means and or business courtesies. Report correctly include customers operating through in expense reports, all expenses for any state-owned and state-controlled gifts, entertainment or business courtesies entities in areas such as aerospace provided and accurately state the purpose and defence manufacturing, banking for the expenditure. and finance, healthcare and life sciences, energy and utilities, • If you are offered a gift that has a value over telecommunications, transportation, the Acceptable Limit, you cannot “buy the etc. including the following: gift down” to the Acceptable Limit.
• Public sector undertakings • Do not to commit to any donation requests from customers without first obtaining • Government-run enterprises internal approvals even if the donation is • Enterprises where key officers for a charitable cause. At the request of a and directors are appointed by the customer, you cannot make any donations government from your own funds or pay for gifts and claim reimbursement from Wipro. Prior written approval must be taken.
15 When I was traveling, I received a gift If you are aware of any unauthorized Q from a supplier that I believe exceeds our employee contact with media or Acceptable Limit. What should I do? analysts, on-record or off-record, immediately inform the Communications or If you have received any gift which Investor Relations Departments. A exceeds the Acceptable Limit, you are required to disclose the receipt of the gift in Further information: Policy on Social Media the Gifts Disclosure Tracker and hand over the and Networking gift to the Facilities Management Group of your location. A determination will then be made as Social media and networking to how the gift should be used. Our standard Further information: Policy on Anti-Corruption Social media sites and services are a popular Communicating with the public method of communication and interaction. Wipro supports the rights of its employees Our standard to express themselves freely through social networks, blogs, wikis, chat rooms, comment We are committed to transparency in our forums, and other online locales. However, disclosures and public communications. employees must remember to be cautious Wipro needs a clear, consistent voice when when such activity involves information about providing information to the public and the or may affect the perception of Wipro, its media. For this reason, it is important that customers and business partners. only authorized persons speak on behalf of the Company. Never give the impression that you All Wipro employees are expected to conduct are speaking on behalf of the Company in any themselves professionally in their online communication that may become public if you activities and to respect and protect the are not authorized to do so. reputation of Wipro, its customers, and business partners. All rules which apply to Our responsibilities offline conduct also apply to online comments, • If you receive an inquiry regarding Wipro’s postings and other communications. activities, results, plans or its position on Wipro reserves the right to review and monitor public issues and you are not specifically the online activities of its employees when authorized to respond, refer the request they are relevant to the Company, as well to Corporate Communications or Investor as any online communications made using Relations. Company resources (computers, phones, • No person other than the members of the tablets, data cards, etc.). If Wipro perceives Communications Department which is part that such online activity is in violation of of the Strategic Marketing Department, Company policies, appropriate investigation Investor Relations Department and selected and action will be taken. persons who are authorized to speak from Business Units of Wipro should communicate any non-public information regarding Wipro Social networking with the media, analysts, investors or anyone outside Wipro. Be especially careful when writing communications that might be • If you intend to write or publish a published. This includes postings book, article or manuscript or deliver a to the internet. If you participate in presentation which relates in any way to online forums, blogs, newsgroups, Wipro’s business, you must receive prior chat rooms, or bulletin boards, never approval of your manager and HR manager. give the impression that you are If the publication or presentation identifies speaking on behalf of Wipro unless you as an employee of Wipro, it must state you are authorized to do so. And that: “The views expressed in this article/ before you hit the “Send” button, presentation are mine and Wipro does not think carefully. These types of subscribe to the substance, veracity or communications live forever. truthfulness of my views.”
16 Our responsibilities violates the COBC or its values as explained in the “Spirit of Wipro.” In particular, do not: • Always be mindful of Wipro’s ethical standards and comport yourself • Spam using email or send unsolicited professionally in all Wipro-related messages. communications. Remember—things you post online will be publicly available for • Defame, abuse, harass, stalk, threaten a long time, so before you click “Send” or or otherwise violate the legal and privacy “Submit,” think carefully. rights of companies or people.
• Always obey any laws governing your online • Post messages which contain racially activities. or sexually offensive material, political or religious solicitations or anything • Never give the impression that you are else which is inappropriate or has the speaking on behalf of Wipro unless you are potential to cause harm to Wipro or its authorized to do so. customers and business partners.
• Always identify yourself and be clear, when • Remember that some information or your online activities are relevant to Wipro, statements are considered “material non-public that the views you are expressing are your information,” “unpublished price-sensitive own and do not represent the opinion of information” or “forward-looking statements.” Wipro. Sharing or posting such information may be a violation of applicable insider trading laws. • Refrain from posting confidential non-public Examples of such information include data on or proprietary information online. Wipro’s business performance, new markets, • Never post any details online about Wipro’s new customers, management changes, etc. customers or business partners, including Further information: on professional networking sites such as Policy on Intellectual Property LinkedIn. Policy on Insider Trading • Don’t use social media for any activity to which others are likely to object, or which
17 Protecting our information and assets
One of the major concerns in the present “Confidential information” includes information technology era is protection of but is not limited to the following: confidential and personal information that is collected and disseminated. For Wiproites, • Client lists, vendor lists, client agreements, protection of confidential information rests and vendor agreements on our pledge to act with sensitivity and to Trade secrets and inventions demonstrate respect for the individual. • Computer programs and related data and It is simple: when we take action to safeguard • materials confidential information and Company assets that have been entrusted to us, we are • Drawings, file data, documentation, diagrams delivering on our commitments and living up to and specifications the assurances we have made to others. • Know-how, processes, formulas, models, and flow charts Confidential information • Software completed or in various stages Our standard of development, source codes, and object One of our most valuable assets is information. codes Information that is not generally disclosed • Research and development procedures and and could be helpful to Wipro or would be to test results competitors must be protected. • Marketing techniques, materials and The unauthorized release of confidential development plans, price lists, pricing information can cause Wipro to lose a critical policies, business plans competitive advantage, embarrass the Company, and damage our relationships with • Financial information and projections customers and others. For these reasons, confidential information must be accessed, • Employee files and other information related stored, and transmitted in a manner consistent to human resources and benefits systems with Wipro’s policies and procedures. and content.
Each of us must be vigilant to safeguard The obligation to preserve Wipro’s confidential Wipro’s confidential information as well as information is ongoing, even after third parties’ confidential information that is employment ends. entrusted to us. We must keep it secure, limit Our responsibilities access to those who have a need to know in order to do their job and avoid discussion of • Use and disclose confidential information confidential information in public areas. only for legitimate business purposes.
18 • Properly label confidential information these assets, including complying with any to indicate how it should be handled, agreement relating to IP and confidentiality distributed and destroyed. agreements signed upon the commencement of or during employment. • Protect intellectual property and confidential information by sharing it only with authorized In addition to protecting Wipro’s own parties. intellectual property rights, Wipro respects the valid intellectual property rights of others. • Never discuss confidential information when others might be able to overhear what Our responsibilities is being said, e.g. on planes, elevators and when using mobile phones. • All employees are responsible for complying with the requirements of software copyright • Be careful not to send confidential licenses. information to unattended fax machines or • Employees must use proprietary material printers. of others only under valid license and only Iam unable to complete my project at the in accordance with the terms of such a Q Development Centre. Can I forward the license—this includes the use of software. project material or email to my personal email • Only use software that has been properly account so that I can continue and complete licensed in line with the usage terms and that work from home? conditions in the license agreement. The No. You cannot forward any Wipro or copying or use of unlicensed or “pirated” or A customer information to your personal “cracked” software on Company computers email account. To do so would be a serious or other equipment to conduct Company breach of confidentiality. business is strictly prohibited.
I would like to have a backup of all • Unauthorized receipt or use of the Q information that I create for Wipro and intellectual property of others may expose our customers. I feel the safest and most Wipro to civil lawsuits and damages. secure way to preserve them is by using a Employees are advised to strictly follow all secure cloud-hosting service. Can I do so? Wipro procedures, including those governing the appropriate handling of unsolicited No. You cannot use any public cloud-hosting intellectual property. service such as Dropbox, SkyDrive, iCloud, A • Do not use copyrighted materials without Amazon Cloud Drive for back-up or storage of appropriate permission. Keep in mind that all information belonging to Wipro or its customers. content such as pictures, videos and articles You must contact the Information Security team available online could be copyrighted and for an appropriate solution. cannot be copied or used without written Further information: Policy on Intellectual approval from the copyright owners, even if it Property is for internal training purposes. • Always consult the Legal & Compliance Intellectual property Department whenever an IP issue is involved Our standard or whenever you are not clear on the course of action to be taken. We have an obligation to identify and protect • Do not download unauthorized music the intellectual property, trade secrets and or video on Wipro resources or stream other confidential information owned by Wipro, unauthorized music or video using Wipro’s our customers, and business partners. Doing networks or our customers’. so is critical to our success. • The prior approval of the Legal & Compliance Intellectual property or IP refers to patented Department is required to download or potentially patentable inventions, business “freeware” or “free-trial” third-party software methods, trademarks, service marks, trade or “shareware programs” from the internet. names, copyrightable subject matter and trade secrets. We must all be aware of and comply Further information: Policy on Confidential with Wipro procedures necessary to safeguard Information
19 Competitive/business intelligence • Do not disclose suppliers’ non-public pricing information to third parties. Our standard
Information about competitors is a valuable asset in the highly competitive markets in which Wipro operates. When collecting Red flags: Obtaining competitive competitive intelligence, Wipro employees intelligence and others who are working on our behalf, must always live up to Wipro’s standard of • Retaining papers or computer records “Unyielding Integrity.” from prior employers in violation of law/ contract We must never engage in fraud, misrepresentation or deception to obtain • Using others’ confidential information information. Nor should we use invasive without appropriate approvals technology to “spy” on others. Care should be taken when accepting information • Using job interviews to collect from third parties. You should know and confidential information of competitors trust their sources and be sure that the and others knowledge they provide is not protected • Asking employees to discuss by trade-secret laws, or non-disclosure or confidential information pertaining to confidentiality agreements. their previous employment While Wipro employs former employees of • Working on suggestions from third competitors, we recognize and respect the parties for new services, products, obligations of those employees not to use or product features when the source of the disclose the confidential information of their original idea is not fully known former employers. • Obtaining information through any Our responsibilities behaviour that could be construed as • Never accept information offered by a third “espionage,” “spying” or which you party (e.g., competitor information during would not be willing to fully disclose request for information or RFI stage) that • Relying, without verification, on third is represented as confidential, or which parties’ claims that competitive appears from the context or circumstances intelligence was obtained properly to be confidential, unless an appropriate non-disclosure/ confidentiality agreement has been signed with the party offering the information. The Legal & Compliance Department can provide non-disclosure I am a manager of a sales force. One of my agreements to fit any particular situation. Q team members who recently joined Wipro from a competitor has with him a customer • Obtain competitive information only through list and price list of the competitor. He says he legal and ethical means, never through plans to use it to Wipro’s advantage. Should I misrepresentation. just ignore this?
• Never contact competitors to seek their No. If an employee retains competitor confidential information. A information, this can result in legal action • Respect the obligations of others to keep by the competitor. You must promptly report competitive information known to them as this to the Legal & Compliance Department confidential. for appropriate action, which could include collecting lists and destroying them or • Do not induce or receive confidential returning them to the competitor. information of other companies.
• Make sure that third parties acting on our behalf live up to our standards of confidentiality.
20 Protecting personal information and • When we use third parties to provide services the privacy of employees for us, make sure that they understand the importance we place on privacy and that they Our standard must uphold our standards.
In recent years, individuals, companies • When appropriate, allow employees whose and governments have grown increasingly personal data is held by the Company to concerned about the privacy and security of review and correct such information. personal information. In many countries and cultures around the world, people have deeply • Follow all document retention and document held beliefs on the topic and as a result, laws destruction requirements. protecting the privacy of personal information I’m not sure what is meant by personal and how it may be collected, shared and used information? are becoming more common. Q Personal information means any Wipro is committed to collecting, handling A information relating directly or indirectly and protecting personal information in line to an identifiable person, examples include with applicable data privacy legislations and name, email address, phone, national identifier, regulations across the globe. credit card number etc.
We have a responsibility to protect the Further information: Policy on Confidential confidential and personal information of our Information fellow Wiproites and others. Business records and internal controls
Our standard
Investors, government officials and others need to be able to rely on the accuracy and completeness of our business records. Accurate information is also essential within the Company so that we can make good decisions. Inaccurate records can adversely impact Wipro in many ways, including weakening of our internal controls over financial reporting.
Wipro is committed to making full, fair, accurate, timely and understandable Our responsibilities disclosure on all material aspects of our business including periodic financial • All employees and contractors are reports that are filed with or submitted to accountable for protecting personal regulatory authorities. information and for handling it securely. Employees with a role in the preparation of our • Collect personal information only for public, financial and regulatory disclosures legitimate business purposes and keep it have a special responsibility in this area, but only as long as necessary. all of us contribute to the process of recording business results and maintaining documents. • Take adequate precautions to safeguard Each of us is responsible for helping to personal information when collecting, ensure the information we record is accurate, processing, storing and transferring it. complete and maintained consistently with our • Only share personal information with other system of internal controls: employees who have a legitimate need to Never make false claims on an expense know and take steps to ensure that they • report or time sheet. understand the importance of properly handling the data you share with them.
21 Document management and legal holds
Each of us is responsible for information and records under our control. We must be familiar with the recordkeeping procedures that apply to our jobs and we are accountable for the accuracy and truthfulness of the records we produce. It is also our responsibility to keep our records organized so that they can be located and retrieved when needed.
Documents should never be destroyed in response to or in anticipation of an investigation or audit. Contact the Legal • Always be accurate, complete and truthful & Compliance Department if there is when submitting financial, quality or any doubt about the appropriateness of safety results. document destruction.
• Do not record false sales or record them A “legal hold” suspends all document early or late, understate or overstate known destruction procedures in order to liabilities and assets, or defer recording preserve appropriate records under items that should be expensed. certain circumstances, such as litigation or government investigations. The Legal • Make sure that financial entries are clear & Compliance Department determines and complete and do not hide or disguise the and identifies what types of Wipro true nature of any transaction. records or documents are required to be • Do not maintain undisclosed or unrecorded placed under a legal hold. Every Wipro funds, assets or liabilities. employee, agent and contractor must comply with this requirement. The Legal Our responsibilities & Compliance Department will notify employees if a legal hold is placed on • Create business records that accurately records for which they are responsible. reflect the truth of the underlying transaction If employees have any questions about or event. this, they shall contact the Legal & • Be as clear, concise, truthful and accurate Compliance Department. when recording any information. Avoid exaggeration, colourful language, guesswork, legal conclusions and derogatory At the end of the last quarter reporting characterizations of people and their Q period, my manager asked me to record motives. additional expenses even though I had not yet • Create financial records that conform both received the invoices from the supplier and to applicable standards of accounting and the work had not yet started. I agreed to do it, reporting and to Wipro’s accounting policies mostly because I didn’t think it really made a and procedures. difference since we were all sure that the work would be completed in the next quarter. Now • Do not sign documents including contracts I wonder if I did the right thing. without authority. Sign only that which you are authorized to sign and that you believe No, you did not do the right thing. Costs are accurate and truthful. A must be recorded in the period in which they are incurred. The work had not started, • Do not record or approve false or misleading and the costs had not incurred by the date entries, unrecorded funds or assets, or you recorded the transaction. It was therefore payments without appropriate supporting a misrepresentation and, depending on the documentation. circumstances, could amount to fraud.
22 Safeguarding company assets Our standard Personal use of Wipro’s To best serve our customers and shareholders, electronic communication we all have a responsibility to use Wipro’s devices may be permitted within assets and resources wisely and with care. the following guidelines: All employees are responsible for using good judgment to safeguard the tangible and • The use is reasonable. intangible assets of Wipro, and to ensure that • There is no incremental cost to Wipro our assets are not misused, damaged, lost, or such cost is minimal. stolen or wasted. • Charges for certain personal use of Company assets include Wipro’s physical telephones (e.g., long-distance calls) facilities, property and equipment, electronic are declared and paid up by employee. communication devices, intellectual property, confidential information, files and documents, • The use does not result in any illegal as well as inventory, computer networks, activity. and supplies. • The use does not harm the business Our responsibilities or reputation of the Company or any individual associated with the • Use Wipro assets for legitimate business Company. purposes.
• Personal use of Company assets should be incidental and kept to a minimum and should have no adverse the work environment. Red flags: Misuse of Wipro assets • Do not use Wipro equipment or systems, including email and the internet, to • Company property that is not secured download, create, store or send content that when not in use others might find offensive. • Allowing others to borrow or use Wipro • Do not share passwords. equipment without approval
• Comply with Wipro’s password security • Admitting unknown individuals requirements such as periodically changing without proper credentials in to our access passwords. facilities
• Report any suspicions you may have • Misuse enforcement of electronic concerning theft, embezzlement, or access control cards misappropriation of any Company property.
• Any suspected loss, misuse or theft of Wipro’s assets must be reported to your I brought home from office a CD manager or HR manager. Q containing some customer information so • Any suspicious act which impacts on I could work on it at home on my own computer. productivity. I didn’t download the data and I returned the CD to work the next day. Was that okay?
No. You should not use your own computer A equipment to do Wipro work or carry home Company information on portable media because the data may become corrupted, lost or disclosed to unauthorized persons.
Further information: Policy on Confidential Information
23 Following the letter and the spirit of laws and regulations
Compliance with laws, regulations and contractual plans, important management changes, obligations is the bedrock on which organizations commencement or termination of customer are built. Compliance with the highest order of contracts, as well as news about the financial governance and ethics has been a hallmark of performance of a company. Wipro and will continue to be non-negotiable. I’m unclear about the term “unpublished We pride ourselves in upholding the “Spirit of Q price sensitive information.” What does Wipro” and we consistently demonstrate our this mean? values in our actions. “Unpublished price sensitive information” All our actions should pass the Triple Test: A is information which relates directly or Is it legal? indirectly to the company, which if published or publicized is likely to materially affect the Is it ethical? price of securities of the Company. Does it maintain and build our reputation? Our responsibilities • Do not buy or sell securities of Wipro on the Insider trading basis of material non-public information.
Our standard • Employees having knowledge of or access to material non-public information will be Confidential information may not be used for “insiders” who have an obligation not to personal benefit at the stock market. Each misuse such information. of us is prohibited from trading securities or passing information on to others who then • No employee falling under the category of trade (“tipping”) on the basis of material “insider” should engage in “short sales,” information before it is made publicly available or trade in puts, calls or other options or to ordinary investors. derivatives on Wipro’s stock.
I’m not sure what kind of information • Know that material non-public information Q is covered by the term “material includes unpublished price sensitive Information.” What does it include? information. Such information must be handled only on a “need-to-know” basis. “Material Information” includes any A information that a reasonable investor • Be careful when others request confidential would consider important when deciding information about Wipro or Wipro’s business whether to buy, sell or hold a security. This partners. Even casual conversations could can include News about acquisitions and be viewed as illegal “tipping” of inside divestures, financial results, strategic information.
24 • Employees may purchase and sell Wipro • Never disparage our competitors or their securities, as long as they are not basing products. Do not make false or misleading decisions on inside information and statements about them and ensure that all defined “insiders” comply with the Code for sales and promotional efforts are free from Prevention of Insider Trading. misrepresentations.
Further information: Code for Prevention of • Never enter into agreements with Insider Trading competitors that affect prices they charge, as they may constitute illegal price-fixing.
Anti-trust and fair competition • Never enter into any agreements that are in restraint of trade, prices, quality of products Our standard or services or in any manner monopolize any We believe in free and open competition part of trade or commerce by controlling and we never engage in improper practices the supply of a product or service with the that may limit competition through illegal intention to control its price or to exclude and unfair means. We do not enter into competitors from the market. agreements with competitors to engage in • If you oversee distributors or agents who any anticompetitive behaviour, including sell Wipro’s products, ensure that there is setting prices or dividing up customers, clear written permission from Wipro before suppliers or markets. they engage in such activities as bundling of As Wipro’s business interests are spread products, discounts on the market price or across the world, Wipro may be subject to free gifts. competition laws of various jurisdictions. • Never initiate, discuss or encourage boycotts Most countries have well-developed bodies of specific products or services of customers of law designed to encourage and protect or suppliers. free and fair competition. Wipro is committed to adhering to these laws both in letter and spirit. These laws often regulate Wipro’s relationships with our distributors, resellers, dealers and customers. Warning signs: Anti-trust
Our responsibilities • Formal or informal understandings or agreements with competitors that set • Anti-trust laws are very complex and the prices, or allocate production, sales risks associated with non-compliance can be territories, products, customers severe. If you have questions or if you believe or suppliers. an activity undertaken by Wipro or one of our business partners may be viewed as • Decisions to terminate business restraining fair competition, consult with the relationships, pricing of a product below Legal & Compliance Department. cost, and certain other pricing and promotion policies, especially when we • Never participate in conversations with have a substantial share of the market. competitors that could be perceived as limiting competition (i.e. no sharing of • Exchanging confidential information proposals especially when responding to with competitors regarding pricing, request for proposals or RFPs). As a general marketing, production or customers. rule, contact with competitors should be • Charging different prices to similarly limited and must always avoid certain situated customers. subjects including any matter relating to competition between Wipro and its • Discriminating unfairly between competitor, such as sales prices, marketing similarly situated customers. strategies, market shares and allocation of market, territories, supply and sources or • Formal or informal territorial customers. If such a conversation begins, restrictions on channel partners such leave the meeting immediately and report it as dealers and distributors. to the Legal & Compliance Department.
25 I received sensitive pricing information from Q one of our competitors. What should I do? Do not use the information for any A purpose. Contact the Legal & Compliance Department without delay and handover the information.
Anti-corruption
Our standard
Wipro conducts its business free from the influence of corruption and bribery. Employees and business partners are expected to be aware of and follow all anti-corruption and anti-bribery laws everywhere we do business (including the US Foreign Corrupt Practices Act or “FCPA” and the UK Bribery Act). Employees Government officials include employees must be careful to avoid even the appearance of government companies, public sector of offering or accepting an improper payment, undertakings, departments, institutions bribe or kickback. of any government, and foreign officials Control over intermediaries and third parties including officials of public international who are operating on our behalf is important. organizations. We must exercise due diligence to ensure that • Wipro does not make contributions to any their reputation, background and abilities are political party. Also, no employee may make appropriate and meet our ethical standards. a political contribution, whether cash or Intermediaries are expected to act in otherwise on behalf of Wipro accordance with the requirements set out in this Code. We must never do anything through a third party that we are not allowed to do by ourselves. Red flags: Anti-corruption
Our responsibilities • Unusual requests, such as for payments in a different country to a • Do not offer, provide or promise to offer or third party or in cash. authorize bribes or kickbacks, under any circumstances. • Ties between an agent or third party and a government official. • Always be sure to perform due diligence and know your business partner, consultants, • Requests for arrangements to be made agents and all those through whom we without written records. conduct our business. Know who they are, what they do, where they are based and how • Requests by agents or third-party they will use our services and products. providers for extra commissions or fees, without valid written • Never maintain “off-book” accounts in documentation. order to conceal improper payments. All expenditures and any other payments must • Requests for donation, gift, be accurately presented in Wipro’s books and entertainment or business courtesy records. that is unusual.
• Payments that are intended to improperly influence a government official must never Further information: be made. Any payments made to expedite Policy on Gifts, Entertainment and routine government actions, except those Business Courtesies permissible under relevant legislation, would also be construed as improper payments. Policy on Political Involvement/Lobbing
26 Anti-money laundering before contributions may be made and before campaigning for or holding public office. Our standard Employees must always make it clear that Anti-money laundering refers to a set of their views and actions are their own and not laws, regulations, and procedures intended those of the Company and employees must to prevent criminals from disguising illegally never use Wipro resources to support their obtained funds as legitimate income. personal choice of political parties, causes Anti-money-laundering laws and regulations or candidates. target criminal activities including market manipulation, trade in illegal goods, corruption Employees, agents or contractors whose work of public funds, and tax evasion, as well as the requires lobbying communication with any methods that are used to conceal these crimes member or employee of a legislative body or and the money derived from them. Wipro is with any government official in the formulation committed to complying with all anti-money of legislation must have prior written approval laundering laws and regulations around the of such activity from the CFO, Wipro Limited. world, as applicable to Wipro. Examples of lobbying activities How do I prevent facilitation of money Lobbying activities include oral, written or laundering activities in Wipro? Q electronic communications to a government By being mindful of the following and official or government employee regarding: reporting any suspicion to your Manager: A • Formulation, modification, or adoption of a • If the customer/vendor shows reluctance in legislation, rule, regulation, executive order, disclosing who the beneficial owner is, or to policy or position of the Government; or provide any information, data or documents • The administration or execution of a legislative usually required to enable the transaction’s programme or policy; and the nomination or execution. confirmation of a person to the government. • Any documents provided by an entity/ person The list is not exhaustive but it is intended to that cannot be validated / instances of provide general, practical guidance. multiple tax IDs. I’m thinking about running for local • Fund transfers from countries that are political office. Do I need to get approval unrelated to the transaction. Q from the Company? • Deal is structured in an unusually complex Yes, you must. Campaigning or holding manner without justification. A public office requires prior approval from the CFO, Wipro Limited. This is necessary because of the complexity of relevant laws and regulations. For example, holding a governmental position may trigger conflict-of-interest laws, which in some jurisdictions could prohibit Wipro from engaging in business within that jurisdiction.
Our responsibilities
• Take steps to ensure that your individual political opinions and activities are not viewed as those of Wipro.
Political involvement/lobbying • Lobbying activities or government contacts on behalf of the Company should be Our standard coordinated with the office of the CFO, Wipro Limited. Wipro respects the rights of employees to voluntarily participate in the political process. • You cannot commit Wipro to any corporate However, due to complex requirements, there political spending, donating products, are specific guidelines that must be followed services, transportation, etc.
27 • Never pressure another employee, customer Further information: or business partner to contribute to, support Policy on Gifts, Entertainment & or oppose any political group or candidate. Business Courtesies
• Employees campaigning for political office Policy on Anti-Corruption must not create, or appear to create, a conflict of interest with their duties to Wipro. Global trade What types of expenditures are covered Our standard Q by the Policy on Lobbying? Many laws govern the conduct of trade across Political contributions include borders, including laws that are designed to monetary spending, as well as indirect A ensure that transactions are not being used contributions such as the purchase of tickets for money laundering, others that prohibit to a political fundraiser. The policy also applies companies from illegal trade boycotts, as well to “in-kind” contributions such as the use of as laws regulating exports. corporate resources including our facilities and employee time. We are committed to complying with all such laws that are applicable in the countries in My brother is contesting for political which we operate. Each of us is responsible office and I believe he is an eligible Q for knowing the laws that apply to our jobs and candidate. Can I campaign for him at office seeking expert advice if in doubt about the among colleagues? legality of an action. No, you cannot. You must keep these off Our responsibilities A limits from work at Wipro. • Maintain appropriate import, export and customs records at each Wipro business location. Global trade restrictions and • Seek guidance from the Legal & Compliance controls Department to ensure that shipments of Every country places restrictions information, products goods, software or and controls on how trade must be technology across borders comply with laws conducted within and across its governing imports and exports. borders. Specific regulations and • To help prevent and detect money laundering rules apply to customs, imports and and terrorist financing, watch for any exports, technology transfers, as well suspicious payments, which may include as how companies should respond to cash or the equivalent (where cheques/ trade boycotts enforced by one set of checks or wire-transfers are the norms); countries against another. payments made from personal accounts These global trade restrictions apply when instead of business accounts. we ship products across national borders, • Carry out a screening to ensure that we do but in some cases they also apply when we not do business with sanctioned persons, send data and technological information groups or entities that are identified on to colleagues or third parties via email or government restricted party lists. over the internet. • Always consult the Legal & Compliance Since laws concerning international trade Department before initiating business in a are complex and are often subject to change, country new to Wipro. it is important that employees who travel internationally, or who provide services or As part of a bid invitation, I recently information across national borders, remain Q received a request to support a trade up-to-date on relevant requirements. If you boycott. What should I do? have any questions, consult with the Legal & Compliance Department. You should contact your manager or the A Legal & Compliance Department.
28 Performance through teamwork and respect
As a global company, we employ individuals and Child labour we work with business partners who represent a rich variety of backgrounds, skills and Wipro will not use, nor do we support others cultures. Combining this wealth of resources who use child labour. Wipro also recognizes creates the diverse and collaborative teams that this evil cannot be eradicated by simply that consistently drive our achievements. setting up rules or inspections.
To attract and retain talented and dynamic Towards this end, Wipro is committed to work individuals from around the world, it is vital to in a proactive manner to eradicate child labour have a supportive work environment, based on by actively contributing to the improvement of mutual respect. Wipro always encourages and children’s social situation. Wipro supports the promotes favourable employment conditions use of legitimate workplace apprenticeships, and positive relationships between employees internships and other similar programmes and managers, and we encourage open that comply with all laws and regulations communication and employee development. applicable to such programmes.
Living our values helps our Company succeed, Wipro encourages its suppliers to also work and it also creates the setting for each of towards a no child-labour policy and we us to thrive and to reach our full potential. encourage the employment of the parents of Following are some of the key areas where we such children to secure the existence of the must be guided by in our commitment to the family and the education of the children. “Spirit of Wipro.” Freedom of association
Wipro respects the right of employees to Human rights exercise their lawful right of free association Our standard and we recognize the rights of our employees to choose or not choose to be represented by Wipro prohibits any act of human trafficking, trade unions. It is Wipro’s expectation that our slavery, servitude, and forced or compulsory suppliers would also do the same. labour throughout the organization, its business and its supply chain. Abolition of forced labour
We support fundamental human rights for Wipro prohibits forced or compulsory labour all people. We will live up to and champion including prison or bonded labour. We will not a commitment to human rights among our tolerate physical punishment or abuse and employees, business partners and suppliers, we are committed to ensuring that employees and comply with the applicable laws in every enter into employment and stay on in Wipro out country in which we operate. of their own free will.
29 We also insist that our suppliers prohibit Non-discrimination forced labour or other compulsory labour in all of their operations. Wipro is an equal opportunity employer. We firmly believe that a talented and diverse Our responsibilities workforce is a key competitive advantage. We focus on meritocracy and do not engage • Understand relevant laws and regulations in or support discrimination in hiring, that apply to your work, and never compensation, access to training, promotion, intentionally engage in conduct that violates termination or retirement based on ethnic and applicable laws and regulations. national origin, race, caste, religion, disability, • Be alert to changes in the law or new age, gender, creed, marital status, gender requirements that may affect your work. identity, gender expression, sexual orientation, political orientation, protected veteran status, • If you are in a leadership position at Wipro, or any other characteristic protected by law. take steps to ensure that suppliers know our standards and live up to them. We hire and promote people based on their qualifications, performance and abilities, and • Be vigilant and look out for any signs of provide a work environment free of any form violation of human rights or employment laws. of discrimination or harassment. We do not impose any recruitment fees or charges from • Report to leadership on any supplier or the employees we hire. business partner who keep alternative sets of payroll records or do not welcome audits, Our responsibilities inspections or on-site visits. • Treat others with respect. Diversity and non-discrimination • Co-operate with any measures introduced to develop equal opportunities. Inclusion & Diversity at Wipro • Never act in a way which is contrary to the Wipro has been built on a foundation of letter or spirit of this policy. unflinching commitment to our values. The “Spirit of Wipro,” our core values, is the • Build and nurture an inclusive mind set cornerstone of our principles of Inclusion while working with colleagues from diverse and Diversity. backgrounds.
Inclusion is a “way of life” at Wipro. We • Constantly challenge our beliefs, become continuously strive to foster an inclusive self- aware, accept and eliminate biases workplace where employees have the freedom based on our preconceived notions. to express themselves, participate and be • Do not encourage derogatory comments or their authentic selves. We encourage diversity remarks based on the identity of a person. of thoughts and value plurality of ideas. We respect uniqueness among individuals, while • If you supervise others, you have additional celebrating and learning from diverse ideas, responsibilities: backgrounds, perspectives and experiences. • Ensure that those who work in your team Breaking biases know that you are available to address any concerns that they may have about At Wipro, we encourage each one of us to break discrimination or harassment. bias. Implicit or unconscious bias happens when our mind rushes to make judgements • Make employment-related judgments about people and situations without us solely on performance and abilities. Use realizing it. Our backgrounds, experiences and objective, quantifiable standards. social stereotypes could impact our choices and actions. At times, unknowingly, we let a • Become aware of certain biases that may bias create barriers for ourselves or for others impede your decision-making. around us. Consciously eliminating bias • Create an equitable working environment encourages us to be more inclusive, and makes for your team members. us better people, at work and beyond.
30 • Value ideas, opinions and perspective, that harasses another, disrupts another’s no matter who it comes from. work performance, or creates an intimidating, offensive, abusive or hostile work environment. • Ensure you do a merit-based appraisal of This includes such behaviour directed towards your team members. third parties during the course of conducting • Review your decisions to ensure that Wipro business. business considerations drive your At Wipro we do not tolerate: actions. • Threatening remarks, obscene phone calls, One of my co-workers sends emails stalking or any other form of harassment. Q containing jokes and derogatory comments about certain nationalities. They • Causing physical injury to another. make me uncomfortable but no one else has spoken up about them. What should I do? • Intentionally damaging someone else’s property or acting aggressively in a manner You should notify your immediate that causes someone else to fear injury. A manager or your HR manager. Sending such jokes violates our values as • Threatening, intimidating or coercing other well as our policies pertaining to the use employees on or off the premises—at any of email and our standards on inclusion, time, for any purpose. harassment and discrimination. By doing • Carrying weapons in the workplace; this nothing you are condoning discrimination includes not only our facilities, but also and tolerating beliefs that can seriously parking lots, guest houses and alternate erode the team environment that we have all work locations maintained by Wipro. worked to create. If you become aware of conduct relating to Harassment-free workplace sexual harassment, you have the option to raise your concern with the Prevention of Our standard Sexual Harassment Committee.
Wipro is committed to maintaining a workplace where each employee’s personal dignity is respected and protected from offensive or What constitutes harassment? threatening behaviour including violence. Harassment can be verbal, physical or visual behaviour where the purpose or effect is to create an offensive, hostile or intimidating environment. The following are signs that an action may be harassment:
• It is unwanted
• It has the purpose or effect of violating another’s dignity or creating an intimidating, hostile, degrading, humiliating or offensive environment for another
At Wipro, we believe that everyone has the • Submission to such conduct is right to work in an environment that is free implicitly or explicitly a term or from intimidation, harassment and abuse. condition of an individual’s continued We understand that harassment and abuse employment Report all incidents of undermine the integrity of employment intimidation, harassment and abuse relationships and can cause serious that may compromise our ability to harm to productivity, efficiency and a work together and be productive harmonious workplace. • Report all incidents of intimidation, For these reasons, Wipro does not tolerate harassment and abuse that may verbal or physical conduct by any employee
31 Yes, it is. This type of conduct is not tolerated, not only during working compromise our ability to work together A hours but in all work-related situations and be productive including business trips. Tell your colleague • Submission to such conduct is implicitly such actions are inappropriate and must be or explicitly a term or condition for stopped, and if they continue you need to decisions which could affect promotion, report the problem. salary or any other job condition I just learned that a good friend of • Such behaviour creates an intimidating, Q mine has been accused of sexual hostile or offensive work environment harassment and that an investigation is for one or more individuals being launched. I can’t believe it’s true and I think it’s only fair that I give my friend an Sexual harassment, in general, occurs when: advance warning or a “heads up” so he can • A request for a date, a sexual favour, or defend himself. Don’t I have a responsibility other similar conduct of a sexual nature as a friend to tell him? that is unwelcome, is made a condition Under no circumstances should you give of employment, or its continuity, or used A him a “heads up.” Your friend will be given as the basis for employment decisions the opportunity to respond to these allegations such as sexual advancement, as a and every effort will be made to conduct a fair factor in employment evaluations or and impartial investigation. An allegation of as a condition for receiving any benefit sexual harassment is a very serious matter provided by the Company. with implications not only for the individuals • An intimidating, offensive or hostile involved but also for the Company. Alerting work environment is created by your friend could jeopardize the investigation unwelcome sexual advances, insulting and expose the Company to additional risk and jokes or other offensive verbal or possible costs. physical behaviour of a sexual nature. A hostile work environment may Safe and healthy work environment be created through either verbal or nonverbal acts. Our standard Wipro promotes employee well-being as a strategic value and fundamental component Our responsibilities of its success, and we define well-being as more than what is traditionally thought of as • Speaking out when a co-worker’s conduct occupational health and safety. makes others uncomfortable. Wipro takes appropriate measures to prevent • Do not tolerate sexual harassment including workplace injuries and ill health and to provide requests for sexual favours, or other employees with a safe and healthy working unwelcome verbal or physical conduct of a environment by considering evolving industry sexual nature. practices and societal standards of care. We actively monitor and comply with all applicable • Demonstrate professionalism at the workplace. health and safety laws. • Promote a positive attitude towards policies Wipro is proactive and actively assesses designed to build a safe, ethical and and manages the health and safety impact, professional workplace. and possible risks associated with our While on a business trip, a male existing activities as well as when planning Q colleague of mine repeatedly asked me for new activities, production of services out for a drink and made comments about my and products. appearance that made me uncomfortable. We are committed to providing a safe and I asked him to stop, but he wouldn’t. We healthy workplace for colleagues and visitors weren’t in the office and it was “after hours” to our facilities. so I wasn’t sure what I should do. Is it harassment?
32 Our responsibilities • Each of us is responsible for acting in a way Sustainability and corporate that protects ourselves and others. Situations citizenship that may pose a health, safety or environmental hazard must be reported immediately. Wipro strives for environmental sustainability and complies with all • Take appropriate measures to help identify, environmental laws, regulations and assess and manage the environment impacts standards. We conduct business in a of our existing and planned operations. way that is environmentally responsible. Our efforts to minimize negative • Maintain a neat, safe working environment environmental impacts include waste by keeping workstations, aisles and other reduction, materials recycling and workspaces free from obstacles, wires and improving our energy efficiency in the other potential hazards. communities where we live and work. We • Notify your manager, or Emergency demonstrate our commitment toward the Response Team (ERT) member in your environment as a part of the IOS 14001 office immediately about any unsafe certification. With suppliers being an equipment, or any situation that could pose integral part of our business, we expect a threat to health or safety or damage the them to also comply with all applicable environment. All employees have the right environmental laws and regulations. and responsibility to stop any work they feel Wipro recognizes that corporations are may be unsafe. socio-economic citizens and that their objectives have to be congruent with • Always display and swipe your personal society’s goals. We therefore understand identification badge when entering and that it is our responsibility as a global exiting secure areas and do not allow others citizen to assess the socio-ecological to enter/ “tail gate” without properly swiping impact of its business activities, and to their personal identification badges. mitigate and improve this impact, while Do not use, possess or be under the influence simultaneously remaining committed to of alcohol or illegal drugs or any substance inclusive economic development. that could interfere with a safe and effective Our environmental stewardship and work environment, or improperly use leadership in Corporate Citizenship are an medication in any way that could diminish your integral part of our “Spirit of Wipro.” ability to perform your job. To accomplish this, we will expect our I’ve noticed some practices that we do in employees to comply with the following: Q my area that don’t seem safe. Whom can I speak to? • Business with integrity: Exercise good governance to achieve the highest Discuss your concerns with your manager levels of transparency and propriety. A or the Emergency Response Team (ERT) member in your office. There may be very good • Ecological sustainability: Conserve reasons for the practices. Raising a concern energy and water, manage waste and about safety does not cause trouble, it is being enhance biodiversity through a responsible. multi-stakeholder approach.
Are subcontractors expected to follow • Social and community initiatives: Q the same health, safety and security Work to bring about systemic reform policies and procedures as employees? in education and contribute to the community and the environment where Absolutely. Managers are responsible for we operate. A ensuring that subcontractors and vendors at work on Company premises understand and comply with all applicable laws and regulations governing the particular facility, as well as with additional requirements the Company may impose.
33 Additional resources and links
Supplier selection: • Canada http://laws-lois.justice.gc.ca/eng/ • Supplier Code of Conduct acts/C-45.2/page-1.html https://www.wipro.com/content/dam/nexus/ en/investor/corporate-governance/policies- • China and-guidelines/ethical-guidelines/12774- https://www.fmprc.gov.cn/ce/cgvienna/ supplier-code-of-conduct.pdf eng/dbtyw/jdwt/crimelaw/t209043.htm https://www.chinalawinsight.com/tags/ Anti-corruption: anti-unfair-competition-law/
• Transparency International • Malaysia www.transparency.org/ https://www.sprm.gov.my/images/Akta- akta/SPRM_act_BI.pdf • OECD’s webpage relating to anti-corruption www.oecd.org/corruption/ • Singapore https://sso.agc.gov.sg/Act/PCA1960 • Country-wise guides to relevant anti-corruption laws Ombuds: • India http://legislative.gov.in/sites/default/ • Ombudsprocess files/A1988-49_3.pdf https://www.wipro.com/investors/corporate- governance/#WiprosOmbudsProcess • US Foreign Corrupt Practices Act- Resource Guide • List of ombudspersons https://www.justice.gov/sites/default/ http://www.wipro.com/documents/investors/ files/criminal-fraud/legacy/2015/01/16/ pdf-files/wipro_ombuds_process.pdf guide.pdf • Hotline webpage • UK Bribery Act Guidance http://www.wiproombuds.com/ www.justice.gov.uk/downloads/ • Wipro’s GRI reports legislation/bribery-act-2010-guidance.pdf http://www.wipro.com/investors/ • Australia http://www.comlaw.gov.au/Details/ Privacy Policy: C2013C00366/Download • Privacy Statement: • Brazil https://www.wipro.com/privacy-statement/ http://www.cgu.gov.br/english/ AreaPrevencaoCorrupcao/ ConvencoesInternacionais/
THE CODE OF BUSINESS CONDUCT (COBC) IS INTENDED SOLELY AS AN ETHICS GUIDE. THE LANGUAGE USED SHALL NOT BE CONSTRUED AS CREATING A CONTRACT OF EMPLOYMENT BETWEEN WIPRO AND ANY PERSON. WIPRO EXPRESSLY RETAINS THE RIGHT TO UNILATERALLY MODIFY OR AMEND THIS CODE, AT WIPRO’S SOLE DISCRETION, WITH OR WITHOUT PRIOR NOTICE TO EMPLOYEES.
34 Wipro Limited Doddakannelli, Sarjapur Road, Bangalore-560 035, India
Tel: +91 (80) 2844 0011 Fax: +91 (80) 2844 0256 wipro.com
Wipro Limited (NYSE: WIT, BSE: 507685, NSE: WIPRO) is a leading global information technology, consulting and business process services company. We harness the power of cognitive computing, hyper-automation, robotics, cloud, analytics and emerging technologies to help our clients adapt to the digital world and make them successful. A company recognized globally for its comprehensive portfolio of services, strong commitment to sustainability and good corporate citizenship, we have over 175,000 dedicated employees serving clients across six continents. Together, we discover ideas and connect the dots to build a better and a bold new future.
For more information, please write to us at [email protected]
VERSION 2.2 OCTOBER 2019