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Biocon  /  Code Of Conduct
Policy TitleCode of Conduct
Scope

This Policy covers Biocon (hereinafter referred to as “Company”), its affiliates and applies to the following:

a)       Company employees/interns/contractual/temporary/part time employees

b)       Subsidiaries and other controlled affiliates: Subsidiaries and other controlled affiliates of the Company must adopt and follow corresponding policies.

c)       Directors on the Board of the Company.

d)       Business Partners (e.g. customers, vendors, service providers)

Note: Biocons include all subsidiaries of Biocon Limited except Syngene International Limited.

Objective & Preamble:Biocon is committed to conduct its business in accordance with the applicable laws, rules and regulations and with highest standards of business ethics. The Code of Conduct is intended to provide guidance on behavioral & ethical standards and overall policies of the company. The Code is designed to help foster a positive work culture in accordance to the Company’s Values.
Policy Version No.1.3Policy effective date 07 Aug 2009
Policy Review Date28 Feb 2019Revised Policy Implementation Date15th May 2020
Policy revision & approval authority
CEO’s and Group Head – Human Resources, to be reviewed on an annual basis

Coverage of this Policy:

This code is applicable to all employees of the company ( including part time / temporary employees or contractual), trainees, customers, persons with statutory director roles or equivalent responsibilities, suppliers and other service providers (including independent agency personnel and external contractors) in the course of doing business with or providing services to the Company.

This code of conduct is only a quick reference tool; respective policy documents, standing orders and directives of the Company should be referred for detailed guidance.

Failure to comply with any of below mentioned shall attract disciplinary action which includes up to termination of employment. In case of any clarification, relevant management or Human Resource representatives can be contacted.

Workplace Conduct

Equal Opportunity and Diversity

Company is committed to promote diversity in work place, where there exists mutual trust and provides equal opportunity for all employees regardless of race, color, religion, age, gender, sexual orientation, national origin, disability and other factors as may be covered in local labor laws. Employees have the right to work in an environment free from any form of discrimination which can be considered harassing, coercive or disruptive, particularly behavior that tantamount to sexual harassment. Company asserts a zero tolerance policy towards any sexual harassment. The intent is to provide a work environment free from all forms of harassment, provide equal opportunity to all, respect privacy and recognize the right to be heard. The company will not use any form of forced, compulsory, trafficked, child or involuntary labor.
For more details, refer to Employment and POSH policies.

Ethical Conduct

Employees of the Company, including full-time Directors and the Chief Executive, shall exhibit appropriate ethical and cultured behavior in locations they operate in and shall strive to ensure that company’s reputation is not adversely impacted.
Ethical conduct includes, however not restricted to, performing one’s duties or responsibilities with high moral & ethical standards, professionalism, honesty, integrity, transparency and fairness.
Employees of the Company shall respect human rights of every individual and the community.
For more details, refer to Biocon Group Integrity Policy.

Values and Performance Management

The Company has a strong Performance Driven culture. Employees shall be responsible for achieving their goals efficiently and effectively while being aligned to overall business goals and values of the Company. The Company advocates and practices its five values listed below for all employees. Company has a Zero Tolerance policy on any violation of the same.

• Integrity & Ethical Behavior
• Performance driven work culture
• Value Creation through Innovation & Differentiation
• Quality through Compliance & Best Practices
• Collaboration, Team Work & Mutual Respect

Dress Code

Company’s dress code policy applies to employees (including part time or temporary employees), trainees and external contractors/agencies representing the company or working within the Company’s premise. The intent of the policy is to standardize the dress code across the company and to create a comfortable work environment for the employees. Detailed dress code is mentioned in the annexure for reference. Employees are mandated to comply with the dress code except on religious occasions or due health compulsion and statutory requirements for which prior permission needs to be taken from respective HOD and Human resource representative.

Concurrent Employment

In line with the applicable laws and policies, employees during employment shall not, without a valid written approval of the HOD and Human Resource representative, accept employment or a position of responsibility (such as a consultant or a director) with any other company, nor provide freelance services to anyone, with or without remuneration/consideration. In case of the employee being a full-time Director, Chief Executive or Key Management personnel, approval shall be obtained from the Board of Directors of the company.

Related employees

Candidates who are related to existing employee(s) in the company while being offered an employment/ internship in the company or an employee while in employment gets related to other employee(s), shall disclose the same, immediately to the human resource representative. Company reserves the right to take appropriate steps to ensure there is not conflict of interest situation arising.

Compliance with Applicable Laws, Notifications and Policies

Employees shall be responsible for implementation of and/or compliance with the applicable laws, notifications from authorities, regulations and the Company’s policies (including this Code of Conduct) in their work environment. Failure to comply with the same shall attract disciplinary action including termination of employment. Ignorance of the law is no excuse. Timely legal consultation is essential to ensure that Company’s legitimate business interests and opportunities are protected.

Employee who knows of or suspects any violation of applicable laws, regulations or any of the Company’s policies (including this Code of Conduct) must immediately report the same to the Integrity committee. The employee shall provide the details of the suspected violations to the extent of their knowledge.

For more details, refer to Biocon Whistle Blower and Integrity Policy.

Countering Corruption

Gifts, Favors and Donations

Employees shall neither receive nor offer (directly or indirectly) any form of gift (monetary or in kind), entertainment, payments, or anything of value (for personal gains, directly or indirectly) from or to any person/third party with which the Company has current or prospective business dealings.

In circumstances where employees are offered or asked for gifts / favors, they must politely decline the same with reference to the Company’s Code of Conduct. Gifts of nominal value, received from/given to, vendors, third parties, customers as token of hospitality (such as diaries, calendars, sweets, chocolates) is acceptable. Due care shall be taken by the recipient to ensure that such gifts does not compromise the objective decision making ability of the employee, in the best interest of the company.

For more details, refer to Biocon Whistleblowing policy and Standing Orders of the company.

Conflict of Interest

‘Conflict of Interest’ is a situation that has the potential to undermine an individual’s ability to perform one’s professional duties in an independent and objective manner. Conflict of interest usually arises due to a clash between individual’s profession and personal interests (Financial or Non-Financial).
Employees are expected to act independently and diligently while performing their duties and responsibilities.
Any situation that has resulted or might result in a ‘Conflict of Interest’ shall be disclosed, along with the facts and circumstances, to the Board of Directors or any Committee / Officer nominated for this purpose by the Board.
This document does not attempt to describe all potential conflict of interest that could develop, but some of the common cases are described below.

A conflict of interest situation can arise:

• When an employee takes action or has interests that may make it difficult to perform his/her duties objectively and effectively.
• The receipt of improper personal benefits by an employee or family as a result of one’s position in the Company.
• Any outside business activity that detracts an individual’s ability to devote appropriate time and attention to discharge the responsibilities with the Company.
• The receipt of non-nominal gifts or excessive entertainment from any person/company with which the Company has current or prospective business dealings. Any significant ownership interest in any supplier, customer, development partner or competitor of the Company.

• Any consulting or employment relationship with any supplier, customer, business associate or competitor of the Company.

Employees should be scrupulous in avoiding ‘conflicts of interest’ with the Company. In case there is likely to be a conflict of interest, they should make full disclosure of all facts and circumstances thereof to the Board of directors or any Committee / officer nominated for this purpose by the Board and a prior written approval should be obtained.

No employee including key managerial personnel or director or promoter of a listed entity shall enter into any agreement for himself or on behalf of any other person, with any shareholder or any other third party with regard to compensation or profit sharing in connection with dealings in the securities of such listed entity, unless prior approval for the same has been obtained from the Board of Directors as well as public shareholders by way of an ordinary resolution.

For more details refer Biocon Whistle Blower and Integrity Policy.

Anti – Bribery & Anti –Corruption

Biocon’s commitment to doing business with integrity requires consistently high global standards; our zero-tolerance approach towards bribery and corruption applies to all operations, regardless of local business practices. All employees of Biocon must be well acquainted with the company`s values/stance on identifying, dealing and reporting any such unethical & unlawful advances.

Bribery & kickbacks

Bribery is the act of giving money in cash/kind, goods or services in an attempt to influence a business decision for any improper advantage. Biocon has zero tolerance towards bribery & corruption:
• No employee shall demand or accept money or gifts or services from any of the supplier, dealers with whom Biocon has an existing or prospective business relationship, in return of any favor, explicit or implied, with respect to Biocon business activities.
• No employee shall offer bribes/kickbacks in the form of money or services to any public official with respect to Biocon business activities.
• Any bribe to commercial partners or clients is prohibited, which may or may not influence business decisions of either party.

Employees must always be clear, internally and when dealing with third parties, that company has zero tolerance to bribery and corruption and will not (directly or indirectly) offer, pay, seek or accept a payment, gift or favor to influence a business outcome.

Where an employee considers that a bribe, improper advantage or facilitation payment has been given or received, they must not conceal this or take any steps that could delay information being passed to the Compliance Officer/Risk Management team of the Company.

Anti-money laundering

Biocon and its employees must ensure that the company does not receive any proceeds of criminal activities, as this can amount to the criminal offence of money laundering. Employees involved in engaging/contracting with vendors or customers must not simply assume relevant third-party screening has already taken place; failure to check or update screenings periodically may put company and its employees at risk.

Assets and Financial Records

Financial Reporting

The Company shall prepare and maintain its accounts in accordance with applicable accounting and financial reporting standards of the country in which the company conducts its business. Company records provide valuable information about the business and evidence our actions, decisions and obligations. Procedures and processes must be in place to ensure that underlying transactions are properly authorized and accurately recorded. There shall be no willful reporting of untrue statement, omissions, material misstatement, no hidden bank account and hidden funds.

Any failure to record transactions accurately, or falsifying or creating misleading information or influencing others to do so, might constitute to fraud and result in fines or penalties for the company.

A side letter is an agreement that is not part of the underlying or primary contract, which some or all parties to the contract use to reach agreement on issues the primary contract does not cover/ address. Entering into side letter (which is not formally approved by all parties) or verbal agreements is not allowed. A mandatory declaration of such side letters entered shall be submitted on a quarterly basis to the Chief Financial Officer and Chief Executive Officer. Chief Financial Officer and Chief Executive Officer, on a quarterly basis shall submit to Board of Directors, a mandatory declaration of such side letters entered.

Information Security and Insider Information

Information is one of Biocon’s most valuable business assets. Company is committed to safeguard and protect our information and any other information entrusted to us. Requirement to protect the information apply to all formats in which they are stored; i.e. hard copy, electronic etc. Confidential information includes all the information that provides the Company with a competitive advantage that supports its technical or financial position, and that if disclosed without authorization, could cause damage to the Company.

Insider information includes all non-public information and means information that is not available to the public and that a reasonable investor would probably consider important in deciding whether to buy or sell a company’s shares. Employees must not use/share insider information to buy or sell securities of Biocon whether directly or indirectly.

Employees shall strictly maintain confidentiality of information (including ‘Insider Information’) of the Company or that of any customer, supplier or business associate of the Company to which Company has a duty to maintain confidentiality, except when disclosure is authorized or legally mandated. Employees are prohibited from using such information for personal advantage or enable others to profit from it.

For more details, refer to the Biocon policy on Code of Conduct for Prevention of Insider Trading

Material Disclosure Policy

Biocon being a public listed entity is obligated to comply with the disclosure requirements under the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and is committed to full and fair disclosure of material information to the public

Biocon’s Material disclosure policy, is primarily intended to specify the criteria based on which the event or information would be considered as material for disclosure to the stock exchanges. Disclosure shall be made as soon as reasonably possible and not later than 24 hours from occurrence of event/information.

For more details, refer the Biocon policy for determination of materiality for disclosures

Personal Data & Privacy

Biocon respects privacy of all individuals and the confidentiality of any personal data company holds about them. When collecting, using or storing personal data, it shall be ensured by each employee that they abide by the following:

• Data is obtained from the individual with level of consent required by local laws or internal policies, including where personal data is obtained from third parties;
• Data collected is adequate, relevant and used solely for the purpose for which it is collected;
• Personal data is used in accordance with relevant published Privacy laws.
• Personal data is kept confidential and secure.

For more details, refer to Biocon Data Privacy & Protection Guidelines.

Assets (Physical/IT/Intellectual Property Rights)

Employees or any other individuals who are in possession of Company’s assets shall use the same in accordance with any applicable laws and Company’s policies, judiciously and only for the purpose of the Company’s business for which the asset was acquired. Employees to ensure that the company property which they come into contact during employment/association are not damaged, misused or wasted. Employees should have no expectations of privacy when using Company computers or other Company resources. Disclosing login ID or password assigned to an employee to another employee or to any third party or unauthorized access by an employee to another employee’s computer system, work, records or information or any act or omission resulting in such unauthorized access will be deemed as misconduct. The Company has the right to monitor or access documents on its systems at any time, within the limits of existing laws, policies and agreements.

• Employees should report to IP team of any suspected infringing of our copyright, trademarks, patents, design rights, domain names and/or other intellectual property rights.
• Requesting or using competitors’ confidential information will result in infringement of competition laws and/ or trade secrets/intellectual property laws, leading to significant penalties for the concerned individuals and negative impact for the company.
• Employees / trainees of Biocon (covering new joiners also), shall ensure that they do not disclose/ use any competitor’s confidential information. If they acquire a competitor’s confidential information unintentionally, they must immediately notify their HR or Legal business partner.
• Employees / trainees of Biocon, who are leaving the company shall ensure that they do not use/ disclose, any of the company confidential information outside of Biocon. It shall be ensured that there are no communication (electronic or otherwise) between those employees and other individuals at Biocon regarding any knowledge, information or know-how derived from their time

For more details, refer to Acceptable Usage IT Policy.

Environment, Quality and Safety

Environment, Health and Safety

Company is committed towards providing a safe, healthy and clean working environment for its employees, including appointment of relevant committees. Company would ensure prevention of wasteful use of natural resources and maintain an unpolluted environment in all spheres of its activities.

Employees and other individuals working for the Company are required to adhere to Environment, Health and Safety guidelines while performing their duties / responsibilities. Employees or other individuals shall help to ensure that those they work with, including contractors and visitors, are familiar with and follow applicable health and safety procedures and instructions.

For more details, refer to EHS Policy of the company.

Quality

Company is committed to maintain world-class quality standards for all its products. Company ensures quality of its products by implementing best practices, compliance with national and international regulatory requirements and other necessary guidelines for all of its critical manufacturing and operational processes.
Employees shall ensure that all applicable internal and external quality guidelines are followed while performing their duties and responsibilities.
Responsible Sourcing

Biocon expects its business partners to adhere to values and principles consistent with our own. Company aims to have business practices to grow our company and communities, by doing business in a manner that improves lives of workers across our supply chain, their communities and the environment, consistent with the Biocon practices and policies.
Employees shall ensure that all the applicable internal and external quality guidelines are followed while performing their duties and responsibilities.

National Interests and Local Compliance

National Interest

Company is committed to contribute towards economic development of the countries in which it conducts its operations. Company shall not undertake any project or activity which might potentially detriment the wider interest of the communities in which it operates.

Political Non-Alignment

Company is committed to support the constitution and governance system of the country in which it operates. Company shall not support any specific political party or any candidate with a political background. Company’s conduct shall preclude any activity that could be interpreted as mutual dependence, favor with any political body or person. Company shall not offer any funds or property as donations to any political party, candidate or campaign. Current employees (including part time/temporary employees or contractual), trainees, customers, persons with statutory director roles or equivalent responsibilities, suppliers and other service providers (including independent agency personnel and external contractors) can offer support and/or contributions to political groups only in personal capacity (without any link or any mention about the Company).

Any association of our employees or other representatives of the company with government, legislators, regulators or NGOs must be done with honesty, integrity, openness and in compliance with local and international laws.

Regulatory Compliance

Employees, in their business conduct, shall comply with all applicable laws and regulations, in letter and spirit, in all the countries in which they operate. If the ethical and professional standards of applicable laws and regulations are below that of the Code, then the standards of the Code shall prevail.
Directors shall comply with applicable laws and regulations of all the relevant regulatory and other authorities. As good governance practice, they shall safeguard the confidentiality of all information received by them by virtue of their position.
Other Business Practices

Fair Competition

Competition laws prohibit anti- competitive agreements between competitors. Company fully supports the development and operation of competitive open markets and promotes the liberalization of trade and investment in each country and market in which it operates. Specifically, no employee or the Company shall engage in restrictive trade practices, abuse of market dominance or similar unfair trade activities and comply with all the applicable laws in this regard.
Employee shall market company’s products and services on their own merits and shall not make unfair and/or misleading statements about competitors’ products and services. Any collection of competitive information shall be made only in the normal course of business and shall be obtained only after obtaining adequate clearances and in accordance of applicable laws.

Corporate Citizenship

Company is committed to good corporate citizenship, not only in the compliance of all relevant laws and regulations but also by actively assisting in the improvement of quality of life of the people in the communities in which it operates. The company encourages volunteering by its employees and collaboration with community groups as part of various CSR initiatives.
The company shall not treat these activities as optional, but will strive to incorporate them as an integral part of its business plan.

Public Representation

Sharing of information, either written or verbal, with any external entity or on any social media, on personal behalf or on behalf of the company, relating to official matters of Company, employees, policies, products etc. is strictly prohibited (this is not an exhaustive list). Employees and other individuals or agencies working for or on behalf of the company are required to comply with the company’s Communication policy. Communication with investment communities including shareholders, brokers and analysts and the media must be managed by authorized personnel only.
In case employee is contacted by Press, Media, Market Research Agency and/or Conference/Exhibition Organizers for company related Information, presentations, participation, sponsorship, speaker invitation, etc. they should be directed to Head, Corporate Communications.
For more details, refer to Biocon Communication Policy and Social Media Policy.

Third Party Representation

Parties which have business dealings with the Company such as consultants, agents, sales representatives, distributors, channel partners, contractors and suppliers, shall not be authorized to represent the company without the written permission from the authorized representative of the Company.
Third party representatives and their employees shall abide by this Code and the applicable Company policies in all their interaction with, and on behalf of, the Company.
For more details, refer to Biocon Communication Policy.

Brand Name and Responsible Marketing

The use of the brand name and trademark shall be governed by company’s communication policy & relevant guidelines. No third party or joint venture shall use the brand name to further its interests without specific authorization. Personnel involved in the marketing activities must ensure compliance with applicable promotional guidelines, rules and marketing laws.
For more details, refer to Biocon Communication Policy.

Responsible Risk Management

Biocon’s Risk Management approach is embedded in the normal course of business. Company takes an embedded approach to risk management which puts risk and opportunity assessment as the core of leadership team agenda. Company defines risks as actions or events that have the potential to impact the ability to achieve the objectives. Company takes all reasonable steps to identify and mitigate downside risks which has an impact such as loss of money, reputation or talent as well as upside risks such as failure to achieve strategic goals etc. if it does not strengthen brand equities. Senior management must ensure that the risk management activities, as outlined in the company’s risk management policy are being undertaken for their respective areas.

For more details, refer to Biocon Risk Management Policy.

Directors Responsibilities

The Board of Directors of the Company & its subsidiaries shall act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, and the community. A director shall adhere to the roles and responsibilities as specified under Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements), 2015 and other applicable laws.

Shareholders

Company is committed to enhance shareholder value and comply with all regulations and laws that govern shareholder rights. The board of directors shall ensure monitoring and compliance with applicable legislations, inform its shareholders about relevant aspects of the company’s business and disclose such information in accordance with relevant regulations and/or agreements and internationally accepted principles of good governance.

Interpretation of Code

Any question or interpretation under this Code will be handled by the Board or any person/committee authorized by the Board of the Company.

Raising a Concern

As devised in Biocon’s Integrity & Whistle blower policy, any employee can raise a concern against suspected unethical /non-compliant activities through multiple channels including writing to:

Biocon Limited and subsidiaries: integrity@biocon.com
Biocon Biologics India Limited and Subsidiaries: integritybiologics@biocon.com

 

Appendix A – Policy References (V1.1)

Policy References

1. Employment Policy
2. Policy on Prevention of Sexual Harassment
3. Biocon Whistle Blower and Integrity Policy
4. Biocon Standing Orders
5. Biocon Communication Policy
6. Acceptable Usage IT Policy
7. Risk Management Policy
8. Social Media Policy
9. Data Privacy and Protection Guidelines
10. Biocon policy on Code of Conduct for Prevention of Insider Trading
11. Biocon policy for determination of materiality disclosures

 

Appendix B – Must and Must Not’s 

This section does not attempt to describe all must and must not; these are provided only as a reference point and does not form an exhaustive list.
Employees/individuals must:

• Ensure that they know and understand the requirements of our Code and related Policies and undertake relevant training, mandatorily on a timely basis.
• Follow the Code and related policies; if they are unsure of how to interpret these or have any doubts about whether a specific behavior meets the standards required, they must seek advice from their line manager or representative from human resources.
• Immediately report actual or potential breaches of the Code or related policies, whether relating to them, colleagues or people acting on Company’s behalf and whether accidental or deliberate. This includes instances where Business Partner’s behavior may not meet the same standards.

Employee/individuals must not:

• Ignore or fail to report situations where they believe there is or may be a breach of the Code or related policies;
• Attempt to prevent a colleague from reporting a potential or actual breach or ask them to ignore an issue;
• Retaliate against any colleague who reports a potential or actual breach;
• Discuss any potential or actual breach under investigation with other colleagues, unless this has been cleared with the investigation team.
• Refrain from using any of the company assets for personal gains (including claiming expenses in the nature of personal or entertainment)

 

Appendix C – Dress Code

Company’s dress code policy applies to employees (including part time and temporary employees) and external contractors/agencies representing the company or working within the Company’s premises.

Employees are strongly recommended to comply with below mentioned dress code except for religious occasions or health compulsion for which prior permission needs to be taken from Group Head – HR.

Any non-compliance noted to the Dress code policy would result in disciplinary action.

Above list is not exhaustive and is only indicative in nature. Employees are requested to use their discretion in wearing clothes that are in line with dress code and is appropriate for business use.

Appropriate Inappropriate
Men and WomenMenWomen
Business Casuals: Monday – Saturday
Note: Mandatory business formals in case of client/visitor/consultant or any other formal meeting
1. T – Shirts or Sweat Shirts without collar/Party wear shirts/t-shirts with quotes/t-shirts with offensive graphics
2. Cargoes/Capris/Shorts/tattered jeans/low waist jeans/trousers
3. Flip Flops/Floaters/Flashy shoes
1. Sweat Shirts/Party wear tops/Back less/Tube/Spaghetti/Noodle strap/ Crop tops or kameez/Halter Neck tops, kameez or blouses
2. Cargoes/Cycling Shorts/Tattered/Low rise jeans/Cargoes/low waist jeans/trousers/miniskirts
3. Party wear sarees/ flashy sarees, dresses
4. Flip Flops / Floaters/Flashy footwear
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