Asian Paints Hr Strategy

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ASIAN PAINTS LIMITED
CODE OF CONDUCT FOR EMPLOYEES

Page 1 of 11

Asian Paints - Confidential

14 January 2011

1. INTRODUCTION
Asian Paints Limited (the Company) is committed to good corporate governance and has consistently maintained its organisational culture as a remarkable confluence of high standards of Professionalism, Growth, and Building Shareholder Equity with principles of Fairness, Ethics and Corporate Governance in spirit. 2. APPLICABILITY OF THIS CODE

Ethical business conduct is critical to our business. As an organisation, we have taken it upon us to lay down this Code of Conduct for all our employees to uphold our commitment to ethical conduct. All the employees of the Company and the employees of its subsidiaries are therefore, expected to read and understand this Code, uphold these standards in day-to-day activities, and comply with: all applicable laws; rules and regulations; and all applicable policies and procedures adopted by the Company that govern the conduct of its employees and to ensure that the various stakeholders of the Company are aware, understand and comply with these standards.

Nothing in this Code or in any related communications (verbal or written) thereto shall constitute or be construed to constitute a contract of employment for a definite term or a guarantee of confirmed employment.

All the employees of the Company shall affirm compliance with the code on an annual basis.

3. HONEST AND ETHICAL CONDUCT
The Company expects all the employees to act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct, whenever the Company’s business is being conducted or at any place where such employees are representing the Company.

The Company considers honest conduct to be conduct that is free from fraud or deception. The Company considers ethical conduct to be conduct conforming to the accepted professional standards of conduct. Ethical conduct includes ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

Page 2 of 11

Asian Paints - Confidential

14 January 2011

4. RELATIONSHIP WITH THE COMPANY
Conflict of Interest
The employees of the Company shall not generally engage in any business, relationship or activity which might detrimentally conflict with the interest of the Company or any of its subsidiaries.
The main areas of actual or potential conflicts of interest would include the following: •

Financial interest of employees or his relatives, including the holding of an investment in the subscribed share capital of any company or a share in any firm which is an actual or potential competitor, supplier, customer, distributor, joint venture or other alliance partner of the Company. (The ownership of up to 1 per cent of the subscribed share capital of a publicly held company shall not ordinarily constitute a financial interest for this purpose.)



A employee of the Company conducting business on behalf of his or her company, or being in a position to influence a decision with regard to his or her company's business with a supplier or customer of which his or her relative is a principal, officer or representative, resulting in a benefit to him/her or his/her relative.

Notwithstanding that such or other instances of conflict of interest exist due to any historical reasons, adequate and full disclosure by the interested employees should be made to the Vice President – Human Resources before any business amounting to an actual or potential conflict of interest is conducted. It is also incumbent upon every employee to make a full disclosure of any interest which the employees or his/her immediate family relatives, (which would include parents, spouse and dependent children) may have in a company or firm which is a supplier, customer, distributor or has other business dealings with the Company before any business is conducted with such a supplier,...
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