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Vigil Mechanism Policy

 

INTRODUCTION

JCDecaux Advertising India Private Limited (hereinafter referred to as “JCDecaux” or “Company”) believes promoting a fair, transparent, ethical and professional work environment. While the JCDecaux Code of Ethics defines the expectations from employees in terms of their integrity and professional conduct, the vigil mechanism defines the mechanism for reporting deviations from the standards defined in the code.

The Vigil mechanism is implemented not only as a safeguard to unethical practices. This mechanism is intended to provide mechanism for reporting genuine concerns or grievance and ensure that deviations from the Company’s Business Conduct Manual and Values are dealt with in a fair and unbiased manner.

In compliance with Section 177 of the Companies Act, 2013 the Board of Directors of the Company at its meeting held on May 9, 2014 adopted a ‘Vigil Mechanism Policy’ to facilitate employees to report concerns of any unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy.

DEFINITIONS

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

“Code of Conduct” means the JCDecaux’s Code of Conduct / ethics policy applicable to all employees of the organization.

 

“Director” means a director appointed to the Board of the Company.

 

“Employee” means every employee including workers of the Company and Directors in the employment of the Company.


“Compliance Officer “-
Compliance Officer means “Company Secretary” of the Company.

 

“Unethical & Improper Practices” – Shall mean and include:

  • An act, which does not confirm to approved standard of social and professional behavior;
  • An act, which leads to unethical business practices;
  • Improper refers to unethical conduct;
  • Breach of etiquette or morally offensive behavior, etc.

“Disciplinary Action” - means any action that can be taken on the completion of /during the investigation proceedings including but not limiting to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.

 

“Good Faith” - An employee shall be deemed to communicating in `good faith` if there is a reasonable basis for communication of unethical & improper practices or any other alleged wrongful conduct. Good faith shall be deemed lacking when the employee does not have personnel knowledge of a factual basis for the communication or where the employee knew or reasonably should have known the communication about unethical & improper practices or alleged wrongful conduct is malicious, false or frivolous.

 

“Protected Disclosure” - means a concern raised by a written communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.

 

“Subject” - means a person against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.

 

“Reported Incident” means a subject matter including against any person or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.

 

“Whistleblower” means an Employee or Director making a Protected Disclosure under this Policy and also referred to as Complainant in this Policy.
Terms that have not been defined in this policy shall have the same meaning assigned to them in the Companies Act, 2013 as amended from time to time.

 

POLICY

This Policy is a means:

  • To encourage and create an environment where every employee feels free and secure to report specific incidents of any unethical behavior, actual or suspected incidents of fraud or violation of the Company’s Code;

 

  • To investigate such reported incidents in a fair manner; 
  • To take appropriate disciplinary action against the delinquent employee(s);
  • To ensure that no whistleblower is victimized or harassed for bringing such incidents to the attention of the Company.

 

A complainant must act in good faith and have reasonable grounds of forming a belief that his or her compliant constitutes a violation under Clause 6 below and this Policy must not be used as a tool for raising malicious or unfounded allegations against people in authority and/or colleagues in general.  

 

No Whistleblower who reports a violation shall suffer any harassment, retaliation or adverse employment condition(s) as a consequence of such reporting. While it will be ensured that genuine Whistleblowers are accorded complete protection from any kind of unfair treatment, any abuse of this protection will warrant disciplinary action. Protection under this Policy would not mean protection from any disciplinary action arising out of false or bogus allegations made by any Whistleblower knowing it to be false or bogus or with a mala fide intention.


COVERAGE

All employees and directors of JCDecaux can raise concerns regarding malpractices and events which may negatively impact the company.

a. Inaccuracy in maintaining the Company’s books of account and financial records
b. Financial misappropriation and fraud
c. Procurement fraud
d. Conflict of interest
e. False expense reimbursements
f. Misuse of company assets & resources
g. Inappropriate sharing of company sensitive information
h. Corruption & bribery
j. Unfair trade practices & anti-competitive behaviour
k. Non-adherence to safety guidelines
l. Sexual harassment
m. Child labour
n. Discrimination in any form
o. Violation of human rights

All matters not covered under this mechanism can be reported directly to your one over manager or the Compliance Officer of the Company.

REPORTING MECHANISM

A Whistleblower complaint may be made by any Employee or Director (hereinafter referred to as the ‘Complainant’). Mr. Pramod Kumar Bhandula, Director of the Company is the Designated Authority to receive all reports/ complaints made under this Policy. A communication reporting of any event/ information of concern may be addressed to the:

Mr. Pramod Kumar Bhandula
Director

JCDecaux Advertising India Private Limited
231, Okhla Industrial Estate Phase III,
New Delhi-110021

 

Anonymous complaint will not be entertained.  Compliant shall be made in writing (or by secured email) and must include as much information about the suspected violation or Reported Incident and should describe:

 

  • Nature & details of alleged violation or irregularity
  • Period of commission;
  • Specific location where the wrongdoing occurred
  • Identity of person(s) suspected to be involved or committed the alleged violation or Reported Incident;
  • Description of documents that would prove or relate to the above.
  • Other witnesses (if any) to the alleged wrongdoing

 

One may or may not mention in this Note one’s name or any other particulars that may identify her/ him. In order to protect the identity of the complainant, the Director will not issue any acknowledgement to the complainants. Copies of documents that may help in establishing the veracity of the Report may preferably be attached to the Note. If one has any personal interest in the matter, it must be disclosed at the outset in the forwarding letter/ email message.

 

Whistleblower’s role is that of reporting party with reliable information and a Whistleblower is not required or expected to act as investigator or fact finders. 

 

INVESTIGATION

a) Upon receiving a complaint the Director will make an assessment thereof and on being satisfied as to the seriousness and credibility of the complaint. In case the Compliant does not merit any investigation, it shall be closed with the reasoned recommendation recorded by the Compliance Officer.
b) All employees have a duty to cooperate in the investigation.
c) During the course of an investigation all disclosed information including the identity of the complainant will be kept confidential except as necessary or appropriate to disclose for the purposes of the investigation or where required to be statutorily disclosed.

d) Every investigation shall be completed within reasonable time period and in any case within 90 days from date of receipt of the Complaint from the Whistleblower.

 

  • ACTION TAKEN

If an investigation leads the Director to conclude that an improper or unethical act has been committed, the Director shall recommend to the management of the Company to take such disciplinary or corrective action as the Director deems fit, which may include:


  • Recommend to Board to reprimand, take disciplinary action, impose penalty / punishment order recovery when any alleged unethical & improper practice or wrongful conduct of any employee is proved.
  • Recommend termination or suspension of any contract or arrangement or transaction vitiated by such unethical & improper practice or wrongful conduct.

It is clarified that any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.

The decision of Director shall be final and binding. Subject to any legal constraints, the person making a Report will normally be informed of the final outcome of any investigation.

 

  • PROTECTION TO WHISTLEBLOWER

  • The Identity of the Whistle Blower shall be kept confidential
  • No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a Protected Disclosure under this Policy.
  • Complete protection, will be given to Whistle Blowers against any unfair practice like retaliation, threat or intimidation of termination / suspension of service, disciplinary action, transfer, demotion, refusal of promotion, or the like including any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue to perform his duties / functions including making further Protected Disclosure.
  • If the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, arrangements will be made for the Whistle Blower to receive advice about the procedure. Expenses incurred by the Whistle Blower in connection with the above, towards travel etc. will be reimbursed as per normal entitlements.
  • A Whistle Blower may report any violation of the above clause to the Competent Authority who shall investigate into the same and take corrective action as may be required.
  • Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

AMENDMENT
The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the employees and directors unless the same is notified to the employees and directors in writing.