Corporate
governance has succeeded in attracting a good deal of
public interest because of its apparent importance for
the economic health of corporations and society in general.
The recent series of high-profile controversies in the
corporate community have underscored the critical importance
of these issues to the health and vitality of the economic
system, and to the well-being of the society. Quintegra
looks upon corporate governance as a subject, as an
objective, as a regime to be followed for the good of
shareholders, employees, customers, bankers and indeed
for the reputation and standing of our economy. Quintegra
believes that corporate governance is about promoting
corporate fairness, transparency, and accountability.
Quintegra
has a deep heritage of operating at the highest level
of integrity. Our strong commitment to responsible business
practices is reflects in everything we do - from the
transparency of our communications with shareholders
to the unparalleled benefits that we offer to our employees
and our clients. Conducting business in an ethical and
responsible manner is a key reason why Quintegra has
been among the most admired IT services companies. Quintegra
follows valuable, industry-best corporate governance
practices with regard to accounting & auditing,
board of directors committee, board composition, board
meetings, executive compensation, code of ethics for
executives & senior financial officers, management
responsibilities and policies & regulations for
operations.
Quintegra
believes that sound corporate governance is critical
to enhance and retain investor trust. Accordingly, we
always seek to ensure that we attain our performance
rules with integrity. Our Board fully exercises its
fiduciary responsibilities and our disclosures always
seek to attain the best practices in international corporate
governance. We always endeavor to enhance long-term
shareholder value.
Quintegra’s
corporate governance philosophy is based on the following
principles:
Quintegra
takes its fiduciary responsibility to its shareholders
seriously and believes that its commitment to its fiduciary
responsibility is critical to its goal of driving sustained
shareholder value. We promote a strong ethical climate
throughout our organization, supported by appropriate
internal controls and accounting processes to support
the integrity of our operations. Recent initiatives
to formalize our accounting controls and procedures
and corporate governance are consistent with our history
of driving sustained shareholder value. Our core values
of integrity, honesty, and respect define our corporate
culture throughout the organization. We believe our
corporate governance guidelines meet all requirements
and reflect high standards. Our corporate governance
policies are not only are consistent with the law and
the rules of the regulatory bodies, they also underscore
our commitment to operating in the best interest of
Quintegra’s shareholders.
Quintegra
Solutions Limited - Code of Conduct
Quintegra’s goal
towards ethical and lawful business conduct warrants
the Board of Directors, the senior management and all
other employees of the Company committed towards building
an entity with a strong corporate governance base.
Quintegra has formulated the following Code of Conduct
based on its Values and Beliefs. The Code is only a
guide and does not attempt to be exhaustive or cover
all possible situations. The Company expects all its
Directors to implement the Code in its true spirit and
in case of any doubt, to consult his/her immediate superior,
the HR Head or the COO as relevant.
In performing
their functions, the Directors and all employees of
Quintegra should comply with the following:
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Dont's |
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Treat
quality and customer satisfaction as top priority
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Do
not use any confidential information obtained
during the course of official duty, whether from
the Company or otherwise, for personal gain, or
use/ allow the use of such information for the
financial benefit for any other person |
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Act
honestly, diligently and in good faith with integrity |
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Do
not engage in any business, relationship or activity,
which might detrimentally conflict with the interest
of the Company |
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Treat
co-employees with respect and dignity and build
success on team work |
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Do
not use the status to seek or accept any personal
gains or favours from those doing or seeking to
do business with the Company or from employees
of the Company |
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Take
pride in work, get committed, be enthusiastic,
motivated and proactive |
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Do not share any information regarding the Company, its business and/or affairs with media without the prior approval of the Board or person authorized by it |
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Promote
healthy corporate practice, transparency in operations
and accountability for actions and results |
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Do not accept gifts in cash/kind which may lead to improper influence of good business practice. By exercising good judgment, gifts of minimal value (up to a maximum limit of Rs.2000/- only) may be accepted and retained. Gifts shall not be received on a regular or frequent basis from the same source. In the event of the gift value exceeding the above limit, the same must be reported within 24 hrs to the superior, who will advice on appropriate action |
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Abide
by all applicable laws and regulations in force
in our place of business wherever we operate including
the Prevention of Insider Trading Code framed
for the Company pursuant to SEBI Regulations |
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Do not use messaging services to publish, post, distribute or disseminate defamatory, infringing, obscene, or other unlawful material or discussion or for the purpose of linking to external sites that violate this code of conduct. |
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Maintain
the principle of need to know and also confidentiality
of all material non-public information about the
Company, its business and affairs |
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Do not upload files or post messages that contain materials protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights thereto or have received all necessary consents in writing |
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Recognize
the legitimate interests of stakeholders, customers,
suppliers, investors and all those associated
with the Company |
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Do
not post or promote any materials that could damage
or dislocate another user's computer or would
allow others to wrongly access software or web
sites |
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Follow safety measures to prevent health and safety hazards of individuals and properties |
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Do not misuse Company’s properties for personal gains |
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| Additional
requirement for Directors |
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Inform
the Chairman of changes in their interests that
may interfere with the ability to perform the
duties and in the case of independent directors,
impact on the independence as a Board member |
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Do
not hold position of Director/Advisor with a competitor
Company |
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This Code embodies
the belief that "acting always with the Company's legitimate
interest in mind and being aware of the Company's responsibility
towards its stakeholders, is an essential element of
the Company's long term excellence".
It is the duty of every
employee to report any incident of violation to this
Code of Conduct to the HR Head or to the COO and the
information passed on will be treated confidential.
Whistle Blower Policy
Background
Pursuant to amended Clause 49 relating to Corporate Governance under the Listing Agreement, the Board of Directors of Quintegra Solutions Limited have framed the ‘Whistle Blower Policy’ to report to the management about unethical behaviour, actual or suspected fraud or violation of Company’s Code of Conduct or Ethics Policy. Quintegra strongly believes that “The good of the people is the Chief Law.”
General
The Qunitegra Solutions Limited Code of Conduct requires directors, officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of Quintegra, honesty and integrity must be practiced in fulfilling our responsibilities and comply with all applicable laws and regulations.
Reporting Responsibility
It is the responsibility of all directors, officers and employees of Quintegra to comply with the Code and to report violations or suspected violations in accordance with this Whistleblower Policy.
Responsibility of the Whistle Blower
The Whistle Blower shall use good judgment and factual information in reporting suspected acts of wrongdoing in order to avoid unnecessary and damaging allegations. Should the Whistle Blower wish to remain anonymous, the onus is on the whistle blower to take necessary precautions, and to clearly state this intention to the reporting authority. Anonymous mails will not be entertained.
No Retaliation
No director, officer or employee who in good faith reports a violation of the Code shall suffer harassment, retaliation or adverse employment consequence. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. This Whistle Blower Policy is intended to encourage and enable employees to report the unethical behaviour free from fear or intimidation.
Reporting Violations
This Code addresses Company’s open door policy and suggests that employees share their concerns, or complaints with someone who can address them properly. Accordingly in conjunction with the Company’s Code of Conduct, the employees shall approach the HR Head or COO to address the area of concern. For suspected fraud or securities law violations he may contact the Compliance Officer directly.
Compliance Officer
Quintegra's Compliance Officer is responsible for investigating and resolving all reported complaints and allegations concerning violations of the Code and shall advise the senior management and/or the Audit Committee accordingly. He has direct access to the Audit Committee of the Board of Directors and is required to report to the Committee at least annually on his compliance activity. The Company Secretary, Mr P S Nagasubramaniam, is the Company’s Compliance Officer and his telephone number is 044 4391 7100 (Extn. 204). In case of urgent necessity the whistle blower may also directly contact the Chairman of the Audit Committee, Mr R Krishnan whose telephone number is 044-24342321. Should the Audit Committee/Board deem it necessary, outside legal counsel will be consulted.
Accounting and Auditing Matters
The Audit Committee of the Board shall address all reported concerns or complaints regarding corporate accounting practices, internal controls or auditing. The Compliance Officer shall notify the Audit Committee of any such complaint within a week from the date of receipt of complaint and work with the committee until the matter is resolved.
Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.
Confidentiality
Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations will be kept confidential consistent with the need to conduct an adequate investigation.
Handling of Reported Violations
The Compliance Officer will notify the sender and acknowledge receipt (as applicable) of the reported violation or suspected violation within 4 working days. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.
Corporate Governance Report
 Quintegra
Corporate Governance Report 2005 - 06
For
more information on corporate governance practices, mail us at investors@quintegrasolutions.com.
Additionally, you can contact:
P.
S. Nagasubramaniam
Company Secretary
Quintegra Solutions Limited
168, Eldams Road,
Teynampet,
Chennai - INDIA
PIN : 600 018
Tel : +91 44 4391 7100
Fax : +91 44 2432 8399
E-Mail: nagu.sundaram@quintegrasolutions.com
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