Presented To : Vikrant Joshi

ITM ~ SIA BUSINESS SCHOOL

CODE OF ETHICS & CORPORATE GOVERNANCE

SUZLON

Presented To : Prof. Sameer Karna

Presented By : Sagar Upasani - 03

Preeti Yadav - 19

Siddharth Babar - 26

ITM – SIA BUSINESS SCHOOL

ABOUT SUZLON ENERGY LTD.

FOREWORD

STRUCTURE OF SUZLON & ORGANISATIONAL STRUCTURE

SUZLON CODE OF ETHICS

MANAGEMENT CODE OF ETHICS

OMBUDSMAN POLICY

CSR

CONTENT

Suzlon Energy is a leading company in the world of energy.

Company - 14,000 employees - 21 countries

Company Operations - Americas, Asia, Australia and Europe.

Company has fully integrated supply chain with manufacturing facilities inthree continents.

R&D Capabilities - Denmark, Germany, India and the Netherlands.

Suzlon is market leader in Asia.

Suzlon 3rd largest wind turbine manufacturing in the world.

Suzlon market share rose to 12.3%

ABOUT SUZLON ENERGY

Creativity-Suzlon believes in applying creativity and innovation, to work, to build amore efficient, more competitive and more responsive organization.

Adding ValueSuzlon endeavors to add value to all matters related with work, makecontributions towards the teams and other stakeholders

VALUES

• Committed -Suzlon commits its energies to partnering with all

stakeholders internal and external, to achieve the Suzlon corporateobjectives.

• Integrity -It encourages employees to strive to uphold the highest

standards of ethics and uphold all laws that apply to the business.

VALUES

At Suzlon, we consider that this should take into account the company’s

1. Specificities,

2. Its history,

3. Its background,

Its geographical spread and cultural diversity and all factors that make Suzlon

what it is today

“ A young dynamic company that grew in less than 15 years tobecome one of the leading companies in the wind business, acompany that powers a greener tomorrow”.

The key words that we need to focus on are:

– Renewable

– Respect

– Refreshing

FOREWORD

STRUCTURE OF SUZLON ENERGY LTD. INDIA

ORGANISATIONAL HEIRARCY

Each Region (country) has a Regional Ethics Officer (REO) who reports toGlobal Ethics Officer (GEO).

The REO investigates the concern either himself/herself or through anappointed committee.

The Regional Ethics Committee (REC) comprising the Business Unit Head,Business Unit Chief.

Financial Officer, and the Business Unit Chief Legal Officer, will formulatethe decision which the REO will communicate to the GEO.

SUZLON CODE OF ETHICS

However, there will be four separate REOs and RECs for India.

These REOs will report to the GEO.

The Global Ethics Officer (GEO) reports to the Central Ethics Committee(CEC) and Audit Committee.

The Central Ethics Committee composed of

Chief Operating Officer (COO)

Chief Finance Officer(CFO)

Chief Human Resource Officer (CHRO)

Chief Legal Officer (CLO)

SUZLON CODE OF ETHICS Contd…

• Do consider compliance as a personal responsibility.

• Do ask questions.

• Do report cases of (suspected) non-compliance

If you notice a situation that appears to conflict with the law, the Code or with any other regulation, you can submit it to your immediate supervisor or manager, to your Regional Business Unit Head or to the Regional Ethics Officer at your location.

COMPLIANCE WITH CODE OF ETHICS

• Employees who fail to comply with the Code, including supervisors who fail to detect or report wrongdoing, may be subject to disciplinary action up to and including termination of employment.

• Actions that violate the code.

Requesting others – directly or indirectly - to violate the code.

Failure to promptly raise a known or suspected violation of the code.

Failure to cooperate in company investigations of possible violations of thecode.

SANCTIONS

Examples of actual or potential conflicts of interests include:

Besides your working relationship with Suzlon, you are working for anyother company or have a position in any company (e.g. as a consultant ordirector) or you are providing free-lance services to anyone.

You or a member of your household or immediate family, have a financial orother interest in a person or company that competes with Suzlon.

A member of your household or immediate family competes with Suzlon oris employed by a person or company that competes with Suzlon.

A member of your household or immediate family is a supplier or customerof Suzlon, or an employee of a supplier or customer.

CONFLICT OF INTEREST

Examples of non-compliant behavior or practices include:

In order to speed up revenue recognition, you arrange to advance shipgoods, without an explicit request from the customer.

You are requested to report certain data, or the conformity of a givenactivity or the achievement of certain quality or production levels.

In order to be in line with your budget, you prepay future costs andcharge it to the current accounting period, or the reverse: you deferrecognizing an expense and push it forward to the next reporting periodso as not to exceed the budget.

ACCURACY OF COMPANY BOOKS AND RECORDS

The Suzlon approach:

If you are responsible for recording transactions or eventsinto Suzlon records:

Don’t intentionally delay them

Or intentionally record incorrect

Incomplete or misleading information.

Do provide timely, accurate and complete information tothose colleagues who report the same.

SUZLON APPROACH

Company Assets

Suzlon’s assets are to be used only by authorized employees and only forlegitimate business purposes.

You will protect Suzlon assets against loss, theft, or improper use.

Improper use occurs when you use Suzlon property or information forpersonal gain or advantage, or for the advantage of others outside thecompany, such as friends or family members.

Other factors include:

General

Physical Access Control

Company Funds.

Computers and Other Equipment

Software

Electronic Usage

COMPANY ASSETS

You should neither accept nor offer gifts (including entertainment) fromor to any internal or external party.

The Suzlon Approach:

Except token gifts (e.g. One bottle of wine, a book, an agenda, a pen,…)

Never give or accept gifts.

In case it would be embarrassing or impolite to refuse, you may ask aspecial authorization from your regional ethics officer. In such case, thegift will be accepted on behalf of the company and turned over forcompany use (through the Regional Ethics Officer).

GIFTS AND ENTERTAINMENT

Corruption and bribery

Corruption or bribery is defined as the receiving or the offering of anundue reward -financial, in kind or of any other nature- to any internal orexternal party, regardless of the actual motivation.

The Suzlon Approach:

Suzlon applies a zero tolerance policy to bribery and corruptionpractices.

You can submit any question you may have in this regard to yourRegional Ethics Officer for advice and/or clearance.

CORRUPTION & BRIBERY

Workplace Practices Suzlon is committed to being an Equal Opportunities Employer, ensuring

a workplace free of discrimination and harassment.

FOLLOWING ARE EQUAL OPPORTUNITIES AREAS:

Equality of Age

Sex and Sexual Orientation

Equality of Religion, Faith or Belief

Relations with Race, Color, Creed, Ethnic or National Origin

Disability , impairment or medical condition of HIV/AIDS

Gender Equality

WORKPLACE PRACTICES

Environment, Health and Safety

The Suzlon approach:

Do ensure that safety considerations and appropriate legal analysis arepart of any product development effort in which you are involved.

Do not intentionally place yourself or a fellow employee, contractor orconsultant in a situation that poses significant risks to your/his/herphysical health or safety.

ENVIRONMENT , SAFETY & HEALTH

Competition

Suzlon welcomes open and fair competition which, ultimately, benefitsthe customers.

Examples of non-compliant behavior or practices include:

You try to coordinate with one or more competitors to agree price levelsand/or price changes through a so-called ‘gentleman’s agreement’.

You pressure a customer to disclose non-public information about acompetitor.

COMPETITON

The Company's confidential information is a valuable asset.

You are also responsible for mentioning the following notationswherever appropriate:

“Private, Privileged and Confidential” on the first page of the informationSuper-scribe every envelope in which the Confidential Information isdispatched with the notation “Confidential Information – Envelope to beopened by addressee only”.

PROTECTING THE COMPANY’S CONFIDENTIAL INFORMATION

a) Customer Relationships

b) Payments or Gifts from Others

c) Handling the Confidential Information of Others

d) Selecting Suppliers

RESPONSIBILITY TOWARDS OUR CUSTOMERS & SUPPLIERS

CODE OF ETHICS FOR DIRECTORS AND SENIOR MANAGEMENT

• Honest and Ethical Conduct

• Conflict of Interest

A conflict of interest exists where the interests or benefits of one personor entity conflict with the interests or benefits of the Company. Examplesinclude:

1. Employment/ Outside Employment

2. Outside Directorships

3. Business Interests

4. Related Parties

• Insider Trading

• Corporate Opportunities

CODE OF ETHICS FOR DIRECTORS & SENIOR MANAGEMENT

No Officer may,

– directly or indirectly,

– sell any equity security,

– including derivatives, of the Company in violation of the SEBI (Prohibition of Fraudulent and Unfair Trade

Practices Relating to Securities Market) Regulations, 2003.

PROHIBITION AGAINST SHORT SELLING OF COMPANY STOCK

SUZLON OMBUDSMAN POLICY

The term ombudsman usually refers to an official, appointed by the government or by parliament but with a significant degree of independence.

Who is charged with representing the interests of the public by investigating and addressing complaints of maladministration or violation of rights by an official body.

Many private companies, universities, non-profit organizations andgovernment agencies also have an ombudsman (or an ombuds office) toserve internal employees, and managers and/or other constituencies.

These ombudsman roles are structured to function independently, byreporting to the CEO or board of directors, and according to InternationalOmbudsman Association (IOA) Standards of Practice they do not haveany other role in the organization.

SUZLON OMBUDSMAN POLICY

SPIRIT & SCOPE OF THE POLICY

This policy has been introduced by the Company to enableany person dealing with the Company to raise their concernsabout any malpractice, impropriety, abuse or wrongdoing atan early stage and in the right way, without fear ofvictimization, subsequent discrimination or disadvantage.

This policy is intended to deal with concerns which are atleast initially to be investigated separately but might thenlead to the invocation of other procedures e.g. disciplinary.

SPIRIT & SCOPE OF THE POLICY

Any unlawful act, whether criminal (e.g. theft) or a breach of the civil law (e.g. slander or libel).

Health and safety risks, employees (e.g. faulty electrical equipment).

Abuse of children and vulnerable adults (e.g. through physical, sexual, psychological or financial abuse, exploitation or neglect).

Damage to the environment (e.g. pollution).

Fraud and corruption (e.g. to solicit or receive any gift/reward as a bribe).

Any instance of any sort of financial malpractice

Abuse of power (e.g. bullying/harassment).

SPIRIT & SCOPE OF THE POLICY

PEOPLE INVOLVED & ACTION TAKEN The Central Ethics Committee (CEC) shall in consultation with

the Audit Committee consisting of the

Chief Operating Officer (COO),

Chief Financial Officer (CFO),

Chief Legal Officer (CLO),

Chief Human Resources Officer (CHRO)

Prepare a detailed written report and submit the same to Regional Ethics

Committee, as the case may be, not later than 30 days from the date of disclosure of Concern.

PEOPLE INVOLVED & ACTION TAKEN

• Implications for Civil Society and Women‟s Empowerment inIndia

• A CASE STUDY BY-

Helena Hede Skagerlind & Moa Westman FROM STOCKHOLMUNIVERSITY

SUZLON’S CSR THROUGH PPP

OUTCOME OF FIELD WORK

The studied outcomes of Suzlon’s CSR projects, implementedthrough PPPs, showed that the projects that specificallyhave aimed to address women’s empowerment through theformation of SHGs significantly have contributed to theenhancement of women’s „power to‟, „power with‟ and„power from within‟ through women’s increased self-confidence.

OUTCOME OF FIELD WORK

THANKYOU