Code of Conduct

At B & G Group, meaning B & G Infrastructure Company Pvt. Ltd., and all of its subsidiaries, we recognize the importance of maintaining the trust and confidence of our customers, our employees, our shareholders, our regulators and other stakeholders. We achieve this by acting fairly, reasonably and honestly with all of these groups and with the required levels of skill, professionalism and integrity. This forms the basis for the continued success of our business and the protection of our reputation which is one of our most valuable assets.a

The Code of Conduct and Ethics which outlines the standards of behavior expected of all staff, irrespective of the jurisdiction in which they operate. Each member of staff is expected to act in accordance with the standards and values as set out in this Code. The activities of the Group and its entire staff are governed by this Code together with the other internal policies and procedures which support and compliment this Code.

We expect all staff to follow the spirit as well as the letter of this Code. For the avoidance of doubt, the word ‘Staff’ includes, members of the Board of Directors, all senior management, officers and employees of B & G Group companies.

The regulations, policies and standards outlined in this Code are to be interpreted as the minimum standards to be applied to all Group entities and subsidiaries. Should additional or more stringent standards or regulations apply in any of the Group’s subsidiaries or branches then these will be applied locally.

The Board of Directors of B & G Group will regularly review this Code to ensure its effectiveness and continued relevance. The Board is committed to ensuring a strong best practice environment.

Code of conduct

Compliance with Regulation Codes / Legislation / Codes of Practice

INTERNAL CODE OF CONDUCT

All members of staff are required to abide by all relevant legislation, regulatory standards and codes of practice which affect B & G Group companies in the different jurisdictions in which they operate. B&G Group is committed to dealing in an open and transparent manner with its regulators and ensures timely, full and fair disclosure of all its reporting obligations.

B&G Group expects all members of staff to act with honesty, integrity and in good faith at all times. A quick check list may help guide employees when making decisions in circumstances not covered by existing policy, procedures or precedents:

  • Are my actions fair and honest?
  • Are my actions legal and within the regulatory framework?
  • Will my actions conflict with the interest of any of the B & G Group companies or their customers?
  • Will any of my actions result in adversely affecting the environment safety or life?
Sustainability

RESPONSIBILITY FOR THE ENVIRONMENT

B & G Group is committed to doing business in an environmentally responsible manner and identifying environmental risks that may arise out of the Group’s operations. The Group recognizes that certain resources are finite and must be used responsibly. We are aware that sustainable, responsible business practice does not only have a positive impact on the environment, but it also provides economic benefits. It is our declared aim to minimize our consumption of energy and raw materials in all business segments and locations. Responsibility for environmental concerns lies with the senior management. The task is actively carried out by a responsible officer in the Group’s HR department.

SOCIAL RESPONSIBILITY

The social responsibility we have as a commercial enterprise plays an important part at B & G Group. A major emphasis is placed on sustainable business. Our conduct with staff members as well as the conduct of staff members should comply with ethical values. Our employees can rely – in particular with regard to our high demands – on our support for their occupational, professional and personal development.

We take seriously our role as part of the community we form part of.

Customer / Owner / Investor Relations

CUSTOMER RELATIONS

Our customers are the bedrock of our business. All members of staff must act with integrity and honesty at all times when dealing with our customers and all other parties with whom our company interacts. We are committed to dealing openly and professionally and providing a superior level of service for our customers. We continuously review our levels of service to our customers and upgrade the benchmarks for servicing them on an ongoing basis.

We understand that we must protect the interests of our customers and ensure that we maintain customer confidentiality by safeguarding information on the customer themselves, their accounts and business.

We treat our customers fairly in all aspects of our business transactions, including a high level of service and remedies for any complaints raised. We have a complaints procedure/ process in place to ensure that any complaints are dealt with in an efficient, helpful and timely manner.

The list of illegal activities includes the following:

  • Money laundering;
  • Terrorist financing;
  • Drug trafficking;
  • Illegal arms trading;
  • Illegal movement of people/ people trafficking;
  • Smuggling, i.e. illegal movement of goods;
  • All forms of organized crime;
  • Pollution of the environment, includes excessive emissions, illegal dumping of waste materials and falsifying any records thereon;
  • Illegal use of labour which includes forced and/or tied labour.

The above list is not exhaustive and B & G Group will disassociate itself from any illegal practices.

OWNER / INVESTOR RELATIONS

B & G Group honours the trust our investors/owners place in us. Therefore, we have responsibility to: Apply professional and diligent management in order to secure a fair and competitive return on our owners’ investment;

  • Disclose relevant information to owners/investors subject to legal requirements and competitive constraints;
  • Conserve, protect and increase the owners/investors assets; and
  • Respect owners/investors’ requests, suggestions, complaints and formal resolutions.
Conflicts of Interest

Conflicts of Interest B & G Group endeavours to ensure that conflicts of interest are avoided or managed appropriately. Conflicts of interest take many forms. Should any conflicts of interest arise, staff must report these to the compliance officer immediately, who will investigate such conflicts and determine any remedial action, if necessary involving the appropriate line managers. The staff involved may be asked to disassociate themselves from any involvement in a Group decision. Alternatively, it may be determined that it is sufficient, based on the facts of the situation, that staff can prove that any transactions or contact were on an arms length basis.

PERSONAL OR PRIVATE INTERESTS OF EMPLOYEES

If a staff member wishes to engage in outside business activities or wish to make a public address or write a publication on behalf of the Group, they must obtain permission from the line manager of their department.

Whilst staff are encouraged to participate actively in the communities in which they live and work, any involvement by members of staff in an outside activity or any external position held must not give rise to any real or apparent conflict with a customer’s interests, must not adversely reflect on B & G Group and must not interfere with the staff members’ job performance. The primary business duty of loyalty of all staff is to B & G Group. For this reason employment contracts include a clause on exclusivity of services.

While employees may, over time, develop good business relations with customers, they must always remember that the interest of the Group and its customers take priority over the interest of the employees.

PERSONAL FINANCES

Consistent with professional banking practice it is very important that all staff keep their personal finances in good order at all times. Each employee of the Group must be aware of and comply with any additional specific regulations as they apply to their company/business unit.

Each member of the Group must comply with the regulations of the local jurisdiction.

GIFTS AND ENTERTAINMENT POLICY

Any gifts received in the course of business, with a monetary value in excess of the locally agreed set limits, must be reported to the staff members’ line manager and compliance officer. All employees must seek prior approval from their local authorizing officer (entertainment), before they may accept any invitation which is above the locally set limits. It is the responsibility of each employee in the Group to be aware of and comply with any additional specific regulations as they apply to their company / business unit.

In general staff members must not solicit or accepts gifts, sponsorships, hospitality or service which could compromise, or give the appearance of compromising, their position or any business decision taken by or on behalf of the Group. Gifts may not be accepted unless they are given in an open and transparent manner.

INDUCEMENTS AND BENEFITS

Staff must not solicit or accept from any person or offer or give to any person any benefit or inducement which is likely to conflict with their duty to the Group or any of its customers, suppliers or stakeholders. Benefit or inducement includes :

  • credit or any other financial advantage,
  • any opportunity to make, receive or increase any gain or revenue,
  • any opportunity to avoid or reduce any loss or expense, or
  • money, other property or gift, any service, facility, system or information.

Any activities which are not transparent or which are an attempt at circumventing rules and regulations, or providing hidden inducements or benefits, are strictly prohibited. In particular, staff must not accept or solicit any inducement or benefit for relatives or other third parties. This includes any benefits and inducements which are offered by a third party at the insistence of a customer of the Group.

Should any employee be unsure about a situation which may possibly involve benefits or inducements, they should contact their line manager or the compliance officer to discuss the facts of the situation. In this way any suspicion of improper behavior can be avoided.

DISCLOSURE OF BUSINESS INTERESTS

If the spouse/ partner or a relative of the employee holds an interest in or is partner in a company which is a customer of the Group, the employee must disclose this relationship to their line manager and the compliance officer to ensure that any lending/credit or other business decisions made by the Group will not be made by/ involve that particular employee.

Market Abuse ( Insider Dealing and Market Manipulation )

It is strictly against the Group’s policies for any member of staff to engage in market abuse activities. Should this occur, the member of staff will be subject to immediate disciplinary action which may result in dismissal.

Confidentiality and Secrecy

At no time, whether during or after termination of employment must employees reveal to anyone outside B & G Group any confidential information concerning the business of the Group or its clients or customers which may have come to their knowledge in connection with or in pursuance of employment with the Group, or seek to exploit directly or indirectly any such secrets or confidential information gained during the course of employment with the Group. Employees are prohibited from entering into any business arrangements/transactions with customers either directly or through third parties, i.e. spouse/partner, friends, insurance agencies, brokers, etc., if they are doing so with the benefit of confidential information about the customer, and if they are using that information as a bargaining tool or to take commercial advantage of the confidential information. Within legal, regulatory and internal limitations we openly communicate and share information between departments and business units.

In addition we must comply with the data protection and privacy legislation and policy of the Group. This concerns any personal information by which a private individual could be identified. We are in a position of trust when handling personal data and we ensure that such data is only used for the purpose for which it was collected. Our data protection procedures/policy dictates that no member of staff may ever disclose personal data to third parties who have no right to access it.

Staff may not release information to third parties other than in the following circumstances:

  • Where the party concerned has given permission to do so;
  • Where B & G Group is legally compelled to do so;
  • Where there is a duty to disclose, e.g. in court or in other circumstances of a related nature;
  • Where services are properly outsourced

Each staff member has a clause in their employment contract which covers this area of confidentiality and secrecy. Any breach of this policy will lead to immediate disciplinary action.

Employee Relations

The Group respects all people regardless of their age, gender, race, background, skills, orientation or religion. The Group respects their dignity, rights and their private lives. We ensure that staff are treated with fairness, dignity and respect at all times. We do not tolerate any forms of unjust treatment or discrimination of staff. All members of staff are encouraged to voice their genuine concerns about matters at work should the need arise, without any fear of recrimination or other adverse consequences for themselves. We foster a culture of openness with and involve staff in the decision making processes within the bounds of reasonableness and confidentiality.

No one may be subjected to any abuse or harassment by another employee because of his / her race, caste, colour, religion, national origin, sex or marital status. Any such behavior will be regarded as a breach of discipline and result in serious disciplinary action. Any act of sexual harassment shall lead to immediate dismissal.

Whistle-blowing

All organizations face the risk of staff perpetrating malpractice, fraud or some other illegal actions. Any behaviour of this nature is taken very seriously by the Group. Such wrongdoing includes, but is not confined to:

  • conduct likely to prejudice the standing of the Group,
  • breaches of the internal rules and regulations of the Group,
  • criminal offences or breaches of civil law (tort and breaches of contract),
  • endangerment of the health and safety of any person,
  • and the deliberate concealment of any wrongdoing

B & G Group actively encourages a culture of openness. In line with good practice it is the Group’s policy that any employee may make a notification, if this is done in good faith, having an honest and reasonable suspicion about the wrongdoing.

If an employee has a wrongdoing concern she/he should inform their immediate line manager, the Head of Department or executive Director, who will then inform the compliance officer immediately upon receipt of a notification. Alternatively, she / he may approach any compliance officer or the Group Compliance Officer directly.

The investigation will be conducted by the compliance officer with the objective of establishing whether wrongdoing has occurred. The compliance officer will communicate the findings of the investigation to the reporting person, the individual(s) under investigation, the Head of Internal Audit, the Chief Executive Officer, or the Managing Director(s) of the Business Unit and, if necessary, any external authorities who need to consider whether action should be taken on the basis of the findings.

As there could be disciplinary consequences for those involved, the Human Resources Department must be informed as soon as it has been determined that an investigation is to be conducted.

Any whistle blowing notifications will be treated in a confidential manner and the reporting employee’s identity will only be revealed if it is appropriate.However, it may not be possible to resolve the issue without the identity being revealed. The Group will not tolerate any victimization of whistleblowers.

The Internal Audit Department may test the provisions of this Code as part of their departmental/functional reviews. Any deviations from the Code will be reported to the appropriate management responsible.

Each member of staff is responsible for ensuring that they are familiar with the terms and contents of this Code and following the standards outlined therein.

Each employee of the Group must be aware of and comply with any additional specific regulations as they apply to their company/business unit.

Any deliberate infringement of the terms of this Code or failure to disclose an inadvertent breach will have serious consequences and will lead to disciplinary action, which may include a termination of contract. If a staff member becomes aware that they have inadvertently breached the standards outlined in this Code, he/she should immediately inform their line manager and the compliance officer. Each incident will be dealt with on a case by case basis.

Conclusion

Each member of staff is responsible for ensuring that they are familiar with the terms and contents of this Code and following the standards outlined therein.

Each employee of the Group must be aware of and comply with any additional specific regulations, as they apply to their company / business unit.

Any deliberate infringement of the terms of this Code or failure to disclose an inadvertent breach will have serious consequences and will lead to disciplinary action, which may include a termination of contract. If a staff member becomes aware that they have inadvertently breached the standards outlined in this Code, she / he should immediately inform her / his line manager and the compliance officer. Each incident will be dealt with on a case by case basis.