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Ethics Code of Conduct

1.1 Scope : a) This policy is laid out in order to help understand our company's commitment to ethical and legal standards in doing business and to help us in recognizing and doing the right thing. This section summarizes the requirements that all people working in the procurement department must follow.



1.2 Process :
a) Gifts from Suppliers All employees are prohibited from accepting gratuities such as gifts, entertainment or travel from vendors and suppliers to avoid even the appearance of bias or favoritism in purchasing goods and services. Gifts of cash are absolutely prohibited Therefore in accordance with this stated policy the following should be noted: Gifts of any nature irrespective of value should be refused and suppliers / their representatives should be totally discouraged from bringing gifts to the factory/office or to the residence of our employees. Employees must refuse / return any improper gratuity received by them It is advisable to inform suppliers in advance about the strict enforcement of the above policy so as to avoid embarrassment later
b) Conflict of Interests All employees working in the Procurement function are expected to act in the best interests of the company. Therefore all officials in the function are expected to be free from any influence of personal or outside business interests that may appear to, or actually, interfere with working in the interests of Bayer. Officials in the procurement function must not place themselves in any situation where they have a direct or indirect interest in or in connection with outside business activities that relate to any of Bayer's businesses. The following are instances where an employee (Procurement Official) of Bayer could have a conflict of interest: Directly, or indirectly through family, friends, relatives or agents holding a significant interest in a company that is or intends to become a Bayer supplier or contractor or sub-contractor for supply of goods and services Serving in any capacity with such a company as a director, employee, consultant or distributor or directly or indirectly accepting payments, services, loans or anything else of more than nominal value from such a company. Passing on or selling inside information or acting on inside information to personally take advantage of a business opportunity or transaction As soon as an employee discovers a potential conflict of interest he or she must report the facts of the situation to the Head of Procurement. All such instances brought to the notice of the management will be fully and objectively reviewed, taking into account that the employee has endeavored to make full disclosure of the facts and shall not act in a partisan / prejudiced manner against such employees. However it should be kept in mind that reporting a violation in which an employee has participated does not exempt him / her from penalties. Every employee in the Procurement function will be always accountable for his / her own actions and behaviour.



1.3 Exceptions : The following exceptions shall be allowed: Infrequent gifts of nominal value such as calendars / diaries / logo pens, etc. In deference to community / religious / individual sentiments sweet packets may, however, be accepted during festivals but it should be ensured that the monetary value of the sweets does not exceed Rs.250/- Infrequent entertainment personally hosted by a vendor representative (such as a restaurant meal) in conjunction with business discussions. This should preferably be reciprocated by the official concerned.