Code of Business Conduct & Ethics
- Statement by Director
- Ethics
- Conflicts of Interest
- Compliance with Law
- Gifts, Bribes & Kickbacks
- Loans
- Improper Use or Theft of RHR Property
- Covering Up Mistakes;, Falsifying Records
- Protection of RHR, Client or Vendor Information
- Gathering Competitive Information
- Sales: Defamation and Misrepresentation
- Use of RHR and Third-Party Software
- Developing Software
- Fair Dealing
- Fair Competition and Antitrust Laws
- Securities Trading
- Political Contributions
- Record Keeping and Financial Reporting
- Waivers
- Reporting Ethical Violations
- Conclusion
My Fellow Associates,
RHR has a long and proud tradition of conducting business in accordance with the highest ethical standards and in full compliance with both the letter and spirit of all applicable laws. The Code of Business Conduct and Ethics and the Anti-Bribery Policy were developed at the direction of RHR’s Board of Directors to provide clear guidance to all RHR associates and to ensure a consistent approach to business practices throughout RHR’s expanding worldwide operations. The revised versions of both policies can be found on the Associate Portal at RHR by following the links for Our Company/Policies & Guidelines/Ethics.
RHR’s Board of Directors, and I personally, are fully committed to conducting RHR’s business with the highest level of integrity and we expect your strict adherence to the Code of Business Conduct and Ethics, the Anti-Bribery Policy and the law. There will be zero tolerance of non-compliance and any violations will result in swift corrective action, including possible termination of employment from RHR.
I’d like to take this opportunity to remind all leaders in RHR that they have the extra responsibility of setting a clear example by treating associates, clients, prospects, vendors and competitors with honesty and respect, and by always following our policies and the law.
Please read the revised policies carefully as they include a number of new provisions. They also provide you with information regarding when and how to report any violations. Your calls and written communications will always be dealt with confidentially and there will never be retaliation when a matter is brought forth in good faith.
Thank you for your commitment to comply unequivocally with the highest standards of integrity and business ethics.
Sincerely,
R Roy
Director
RHR and each of its associates, wherever they may be located, must conduct their affairs with uncompromising honesty and integrity. Business ethics are no different than personal ethics. The same high standard applies to both. As an RHR associate you are required to adhere to the highest standard regardless of local custom.
Associates are expected to be honest and ethical in dealing with each other, with clients, vendors and all other third parties. Doing the right thing means doing it right every time.
You must also respect the rights of your fellow associates and third parties. Your actions must be free from discrimination, libel, slander or harassment. Each person must be accorded equal opportunity, without regard to their race, color, creed, religion, national origin, age, sex, marital status, lawful alien status, non-job related physical or mental disability, veteran's status, sexual orientation, gender identity or expression or any other basis prohibited by law.
Misconduct cannot be excused because it was directed or requested by another. In this regard, you are expected to alert management whenever an illegal, dishonest or unethical act is discovered or suspected. You will never be penalized for reporting your discoveries or suspicions.
RHR conducts its affairs consistent with the applicable laws and regulations of the countries where it does business. Business practices, customs and laws differ from country to country. When conflicts arise between RHR's ethical practices, and the practices, customs, and the laws of a country, RHR seeks to resolve them consistent with its ethical beliefs. If the conflict cannot be resolved consistent with its ethical beliefs, RHR will not proceed with the proposed action giving rise to the conflict. These ethical standards reflect who we are and are the standards by which we choose to be judged.
The following statements concern frequently raised ethical concerns. A violation of the standards contained in this Code of Business Conduct & Ethics will result in corrective action, including possible dismissal.
You must avoid any personal activity, investment or association which could appear to interfere with good judgment concerning RHR's best interests. You may not exploit your position or relationship with RHR for personal gain. You should avoid even the appearance of such a conflict. For example, there is a likely conflict of interest if you:
- cause RHR to engage in business transactions with relatives or friends;
- use nonpublic RHR, client or vendor information for personal gain by you, relatives or friends (including securities transactions based on such information);
- have more than a modest financial interest in RHR's vendors, clients or competitors;
- receive a loan, or guarantee of obligations, from RHR or a third party as a result of your position at RHR; or
- compete, or prepare to compete, with RHR while still employed by RHR.
There are other situations in which a conflict of interest may arise. If you have concerns about any situation, follow the steps outlined in the Section on "Reporting Ethical Violations."
You are expected to comply with the applicable laws, rules and regulations. If you have questions, the RHR Legal Department (Global Compliance) can assist you.
Other than for gifts with a value of no more than U.S. $50 given or received in the normal course of business, neither you nor your relatives may give gifts to, or receive gifts from, RHR’s current or prospective clients, vendors or any other commercial partners. Presenting or accepting any other gifts to or from private commercial parties requires prior written approval from your business unit CFO, who shall review the proposed gift with the Anti-Bribery Committee.
RHR permits accepting or incurring proportionate and reasonable expenditures for travel, meals and entertainment expenses legitimately designed to show appreciation to existing business partners, present products and services, or establish cordial business relations, provided that such expenditures:
- are not excessive and always appropriate to the nature of business relationship with the recipient;
- conform to the laws and customs (as recognised by the written local law or a published judicial decision) of the country in which the expenditures are incurred, as well as the policies, rules or codes of conduct of the recipient;
- do not place the recipient under an obligation or expectation to confer any business advantage in return for such hospitality (quid pro quo), or create an impression that the recipient’s independence will be effected; and
- occur only occasionally.
Before providing or accepting, directly or indirectly, any travel, meals or entertainment expenditure reasonably valued at U.S. $250 or more per each guest, you must first obtain written permission from your business unit CFO, who shall review the proposed expenditure with the Anti-Bribery Committee. Since the level of appropriate expenditures may vary significantly from country to country, CFOs of local business units are authorized to adopt lower hospitality limits for their respective jurisdictions.
Dealing with government employees is often different than dealing with private persons. Many governmental bodies strictly prohibit the receipt of any gratuities by their employees, including meals and entertainment. You must never directly or indirectly promise or give any type of gratuity, kickback, bribe, payoff or advantage (whether in cash or any other form) to officials of governmental units or any other organization, whether in the country of your residence or not.
When dealing with RHR’s worldwide operations, you must be aware of and strictly follow these prohibitions in addition to those prohibitions set out in RHR’s Anti-Bribery Policy. RHR’s Anti-Bribery Policy generally requires compliance with the U.S. Foreign Corrupt Practices Act, the U.K Bribery Act 2010 and other foreign and international anti-bribery laws. These laws generally prohibit payments to government officials to induce actions by them and require us to maintain accurate books and records and a system of internal controls.
You may not request or accept a loan or payroll advance from RHR.
Improper Use or Theft of RHR Property
Every associate must safeguard RHR property from loss or theft, and may not use or take such property for personal use. RHR property includes confidential information, software, computers, PDAs, cell phones, office equipment, and supplies. You must appropriately secure all RHR property within your control to prevent its unauthorized use. Use of RHR's electronic communications systems must conform with RHR's Electronic Communication Systems Policy which, among other things, precludes using such systems to access or post material that: is pornographic, obscene, sexually-related, profane or otherwise offensive; is intimidating or hostile; or violates RHR policies or any laws or regulations. Notwithstanding the foregoing, associates may make limited non-business use of RHR's electronic communication systems (e.g. PDAs, cell phones, computers), provided that such use: (i) is occasional; (ii) does not interfere with the associate's professional responsibilities; (iii) does not diminish productivity; (iv) does not violate this Policy or RHR's Electronic Communication Systems Policy; or (v) an exception is specifically authorized in writing by RHR Executive Management.
Covering Up Mistakes; Falsifying Records
Mistakes should never be covered up, but should be immediately fully disclosed and corrected. Falsification of any RHR, client or third party record is prohibited. If you are uncertain about whether a mistake has been made, you should seek guidance from your immediate supervisor or manager.
Protection of RHR, Client or Vendor Information
You may not use or reveal RHR, client or vendor confidential or proprietary information to others. Additionally, you must take appropriate steps – including securing documents, limiting access to computers and electronic media, and proper disposal methods – to prevent unauthorized access to such information. Proprietary and/or confidential information, among other things, includes: business methods, pricing and marketing data, strategy, computer code, screens, forms, experimental research, information about, or received from, RHR's current, former and prospective clients, vendors and associates.
Gathering Competitive Information
When gathering competitive information, you must not violate our competitors’ rights. You may not accept, use or disclose their confidential or proprietary information which includes information that provides a competitor with a business advantage and is not known to the public.
You may access publicly available information such as annual reports, company web sites and publications, public presentations and public marketing documents, journal and magazine articles, stockbroker analyses, advertisements and other public media filings and offerings.
Particular care must be taken when dealing with a competitor’s present and former clients, vendors and employees. Never ask for, accept or use confidential or proprietary information of our competitors from anyone Never ask any person to violate a non-compete or non-disclosure agreement or to reveal confidential or proprietary information.
You may never use any type of ruse, scheme, misrepresentation or omission to obtain any information - whether confidential or not. If you use third party consultants to assist a search you must be extremely diligent that they strictly adhere to both the letter and spirit of this Code of Business Conduct & Ethics and that both the receipt and use of the gathered information is fully lawful. In no event may you use a third party to undertake activities that would be unacceptable or improper if conducted by RHR.
As a general rule, you should never engage in any course of action that you feel would be inappropriate or unethical if conducted by or on behalf of a competitor to obtain RHR information. If you are uncertain what may be obtained or used, the RHR Legal Department (Global Compliance) can assist you.
Sales: Defamation and Misrepresentation
Sales associates should always seek to provide high value products and services, best suited to a client’s or prospect’s request or needs. It is each associate’s obligation to ensure that clients and prospects are not offered products or services that have no beneficial value to the client or are not well suited to the client’s or prospect’s business needs. Selling must never include misstatements or lies about RHR products and services, or about client’s or prospect’s needs. Spreading rumors, even indirectly, about our competitors, their products or their financial condition is strictly prohibited.
Use of RHR and Third Party Software
RHR and third party software may be distributed and disclosed only to associates authorized to use it, and to clients in accordance with terms of an RHR agreement.
RHR and third party software may not be copied without specific authorization and may only be used to perform assigned responsibilities.
All third-party software must be properly licensed. The license agreements for such third party software may place various restrictions on the disclosure, use and copying of software.
Associates involved in the design, development, testing, modification or maintenance of RHR software must not tarnish or undermine the legitimacy and "cleanliness" of RHR's products by copying or using unauthorized third party software or confidential information. You may not possess, use or discuss proprietary computer code, output, documentation or trade secrets of a non-RHR party, unless authorized by such party. Intentional duplication or emulation of the "look and feel" of others' software is not permissible.
No RHR associate should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
Fair Competition and Antitrust Laws
RHR must comply with all applicable fair competition and antitrust laws. These laws attempt to ensure that businesses compete fairly and honestly and prohibit conduct seeking to reduce or restrain competition. If you are uncertain whether a contemplated action raises unfair competition or antitrust issues, the RHR Legal Department (Global Compliance) can assist you.
No RHR associate should buy or sell securities using material information not available to the public. Persons who give such undisclosed "inside" information to others may be as liable as persons who trade securities while possessing such information. Securities laws may be violated if you, or any relatives or friends trade in securities of RHR, or any of its clients or vendors, while possessing "inside" information. Guidelines with respect to trading in RHR securities, as well as the securities of publicly traded companies with whom RHR has business relationships, are more fully set out in RHR’s Insider Trading Policy. If you are uncertain, the RHR Legal Department (Global Compliance) can assist you.
No funds or other assets of RHR may be used to make contributions to any political party or candidate, or any independent expenditures on behalf of any political party or candidate, in any country or region, even where allowed by law. In addition to cash payments, political contributions include in-kind contributions such as the purchase of tickets to fund-raising events, political advertisements, donations of products or services, work performed by associates during paid working hours, and the free use of RHR facilities by any political party or candidate.
Unless otherwise specifically prohibited by RHR, you may make personal contributions to the extent permissible under federal or state law. Some state and local governments impose unique restrictions and disclosure requirements on public sector contractors, known as “pay-to-play” requirements. These requirements may restrict the personal political contributions of RHR associates with substantive responsibilities for the negotiation and oversight of the contract, and their spouses and dependent children. Failure to comply with these requirements may result in RHR being barred from doing business with certain government clients. If you have questions, the RHR Legal Department (Global Compliance) can assist you.
You may not make any contributions as a representative or on behalf of RHR, and you may not use RHR’s name in any way that may create the impression that you are speaking or acting for or on behalf of RHR. RHR will not recognize, reimburse, or compensate associates for their personal political contributions. You may not pressure or coerce any associate to make personal political expenditures or take any retaliatory action against associates who do not make such expenditures.
RHR pays dues to trade associations that provide information and assistance on issues of concern to RHR. On an annual basis, RHR will seek written confirmation from each U.S. trade association to which RHR paid dues or other payments in excess of $25,000 that such trade association has not used any portion of these payments to make contributions to political parties or candidates or any independent expenditures on behalf of any political party or candidate.
Portions of RHR’s business are subject to various laws and government regulations. At times, RHR works with lawmakers and government agencies regarding policy and legislation that may affect the manner in which we conduct some aspects of our business, including the areas of payroll services, human resources services, health care administration services, and auto dealer services. You may not contact any government personnel on behalf of RHR regarding legislation, existing laws and regulations, and governmental actions, or engage in any other lobbying activities on behalf of RHR, without the prior approval of the RHR Legal Department (Global Compliance). RHR associates engaged in such activities must comply with all applicable laws and regulations. If you have questions, the RHR Legal Department (Global Compliance) can assist you.
Record Keeping and Financial Reporting
RHR requires honest and accurate recording and reporting of information in order to make responsible business decisions.
All of RHR’s books, records, accounts and financial statements must be maintained in reasonable detail, accurately and appropriately reflect transactions and comply with applicable legal requirements and RHR’s internal controls and procedures.
As a public company, it is critical that RHR’s filings with the U.S. Securities and Exchange Commission and other regulators are timely, accurate, complete, fair and understandable and prepared in accordance with U.S. Generally Accepted Accounting Principles and other financial statement requirements. Depending on your position with RHR, you may be called upon to provide information to assure that RHR’s public reports and other public communications are complete, fair and understandable. RHR expects you to take this responsibility seriously.
RHR business records must be maintained for the periods specified in the RHR Record Retention Policy (available on the RHR Associate Portal) or the more specific policies of your business unit. Records may be destroyed only at the expiration of the pertinent period. In no case may documents involved in a pending or threatened litigation, government inquiry or under subpoena or other information request, be discarded or destroyed, regardless of the periods specified in the Record Retention Policy. In addition, you may never destroy, alter, or conceal, with an improper purpose, any record or otherwise impede any official proceeding, either personally, in conjunction with, or by attempting to influence, another person.
You must be aware of and strictly follow these record-keeping guidelines, which we more fully address in RHR’s Anti-Bribery Policy.
The Code of Business Conduct & Ethics applies to all RHR associates and its Board of Directors. There shall be no waiver of any part of the Code, except by a vote of the Board of Directors, which will ascertain whether a waiver is appropriate and ensure that the waiver is accompanied by appropriate controls designed to protect RHR.
In the event that any waiver is granted, the waiver will be posted on the RHR website, thereby allowing the RHR shareholders to evaluate the merits of the particular waiver.
Your conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow associates. If you are powerless to stop suspected misconduct or discover it after it has occurred, you must report it to the appropriate level of management at your location.
If you are still concerned after speaking with your local management or feel uncomfortable speaking with them, you must (anonymously, if you wish):
- Contact the RHR Ethics Hotline by phone at (033) 2360-6819 or (033) 2351-8528; send a detailed note, with relevant documents, to RHR, 30A Shib Narayan Das Lane, Kolkata, West Bengal 700 006; or send an email to info@rhrsolutions.in; or
- Contact Corporate Legal by phone at (033) 2360-6819 and ask to speak to an attorney designated to handle ethics matters; or
- Contact the Corporate Communication of RHR's Board of Directors by phone at (033) 2360-6819; send a detailed note, with relevant documents, to P.O. Box 700 006, Kolkata, India; or sending an email to info@rhrsolutions.in.
Any reports that involve the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or General Counsel will be immediately communicated to the Chairman of the Board of Directors and the Chairman of the Audit Committee.
Your calls, detailed notes and /or emails will be dealt with confidentially. You have the commitment of RHR and of the Audit Committee of RHR's Board of Directors that you will be protected from retaliation.
In the final analysis you are the guardian of RHR's ethics. While there are no universal rules, when in doubt ask yourself:
- Will my actions be ethical in every respect and fully comply with the law and with RHR policies?
- Will my actions have the appearance of impropriety?
- Will my actions be questioned by my supervisors, associates, clients, family and the general public?
- Am I trying to fool anyone, including myself, as to the propriety of my actions?
If you are uncomfortable with your answer to any of the above, you should not take the contemplated actions without first discussing them with your local management. If you are still uncomfortable, please follow the steps outlined above in the Section on "Reporting Ethical Violations."
Any associate who ignores or violates any of RHR's ethical standards, or who penalizes a subordinate for trying to follow those standards, or willfully or knowingly omits to tell the entire truth during any ethics or other RHR investigation, or obstructs, defeats or attempts to stop an ethics or other RHR investigation, will be subject to corrective action, up to and including immediate dismissal. However, it is not the threat of discipline that should govern your actions. We hope you share our belief that a dedicated commitment to ethical behavior is the right thing to do, is good business, and is the surest way for RHR to remain a World Class Service company.
Interested in learning more? Contact us or Call RHR,
Corporate & Cummunicatios: (+91-033-2530-0226 ext. 23,24)
(+91-033-2360 6819 / +91-033-2351 8528 / +91-033-2360 8074 ext. 25,21).