Anti-Corruption and Bribery Policy

HR-PO719, Version 1.2

Copyright © 2018, Tech Mahindra. All rights reserved.

Company-Confidential ANTI-CORRUPTION AND BRIBERY POLICY

Table of Contents

1. POLICY STATEMENT: WHY WE COMPLY ................................................................................ 3

2. WHO MUST COMPLY? ................................................................................................................ 3
3. DEFINITION: WHAT IS BRIBERY? .............................................................................................. 3
4. WHAT IS NOT ACCEPTABLE...................................................................................................... 4
5. GIFTS AND HOSPITALITY .......................................................................................................... 4
6. FACILITATION PAYMENTS AND KICKBACKS .......................................................................... 5
7. DONATIONS ................................................................................................................................. 5
8. THIRD PARTIES ........................................................................................................................... 5
9. RESPONSIBILITIES OF ASSOCIATES ....................................................................................... 5
10. RECORD KEEPING ..................................................................................................................... 6
11. RAISING A CONCERN OR COMPLAINT .................................................................................... 6
12. WHAT TO DO IF YOU ARE A VICTIM OF BRIBERY OR CORRUPTION .................................. 6
13. PROTECTION............................................................................................................................... 6
14. TRAINING AND COMMUNICATION ............................................................................................ 6
15. WHO IS RESPONSIBLE FOR THE POLICY? ............................................................................. 7
16. MONITORING AND REVIEW ....................................................................................................... 7
17. POTENTIAL RISK SCENARIOS – “RED FLAGS” ....................................................................... 7
18. EXAMPLES ................................................................................................................................... 8
19. DOCUMENT HISTORY ................................................................................................................ 8
20. ANNUAL REVIEW HISTORY ....................................................................................................... 8

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Company-Confidential ANTI-CORRUPTION AND BRIBERY POLICY

1. POLICY STATEMENT: WHY WE COMPLY

It is our policy to conduct all of our business in an honest and ethical manner. We take a zero-
tolerance approach to bribery and corruption and are committed to acting professionally, fairly and
with integrity in all our business dealings and relationships, wherever we operate, and to implementing
and enforcing effective systems to counter bribery. Our associates (as defined in Section 2 below)
are prohibited from engaging in any bribery or potential bribery. This includes a prohibition against
both direct bribery and indirect bribery, including payments through third parties. If any associate
suspects or becomes aware of any potential bribery involving the Company, it is the duty of that
associate to report their suspicion or awareness to the Company Corporate Ombudsman at
CORPORATEOMBUDSMAN@techmahindra.com.
Bribery is a serious criminal offence in countries in which the Company operates, including India, the
United Kingdom (UK Bribery Act 2010), the United States of America (Foreign Corrupt Practices Act)
and others. Bribery offences can result in the imposition of severe fines and/or custodial sentences
(imprisonment), exclusion from tendering for public contracts, and severe reputational damage.
We therefore take our legal responsibilities very seriously. We will uphold all laws relevant to
countering bribery and corruption.
The purpose of this policy is to:
a) set out our responsibilities to comply with laws against bribery and corruption; and

b) provide guidance on how to recognise and deal with bribery and corruption issues.
The Company will undertake a periodic bribery and corruption risk assessment across its business to
understand the bribery and corruption risks it faces and ensure that it has adequate procedures in
place to address those risks. The risk assessment will be documented and periodically reviewed and
the appropriate committee of the Board of Directors of the Company be updated on a half yearly basis
in accordance with applicable regulations.

2. WHO MUST COMPLY?

This policy applies to all individuals working for Tech Mahindra Limited or any of its subsidiaries and
affiliates anywhere in the world (collectively referred to as the "Company") and at all levels and
grades.

This includes senior managers, officers, directors, employees (whether regular, fixed-term or
temporary), consultants, contractors, trainees, seconded staff, home-workers, casual workers and
agency staff, volunteers, interns, agents, sponsors, or any other person associated with us, or any of
our subsidiaries or their employees, wherever located (collectively referred to as "associates” in this
policy).
In this policy, third party means any individual or organisation that an associate may come into
contact with during the course of his/her engagement with the Company, and includes actual and
potential clients, customers, suppliers, distributors, business contacts, agents, advisers, business
associates (including rainmakers etc.) and government and public bodies including their advisors,
representatives and officials, politicians and political parties.

3. DEFINITION: WHAT IS BRIBERY?

Bribery is:

a) The offer, promise or receipt of any gift, hospitality, loan, fee, reward or other advantage to induce
or reward behaviour which is dishonest, illegal or a breach of trust, duty, good faith or impartiality
in the performance of a person's functions or activities (including but not limited to, a person's
public functions, activities in their employment or otherwise in connection with a business); or

b) The offer or promise of any gift, hospitality, loan, fee, reward or other advantage to a public official
with the intention of influencing the public official in the performance of their public function, to
obtain a business advantage.

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Company-Confidential ANTI-CORRUPTION AND BRIBERY POLICY
Bribery includes not only direct payments, but also authorising or permitting an associate or third
party to commit any of the acts or take any part in the actions identified in (a) and (b) above.

A non-exhaustive list of examples of Bribery is set out in Section 18 Policy below, “Examples.”

4. WHAT IS NOT ACCEPTABLE

It is not acceptable to:

a) give, promise to give, or offer, a payment, gift or hospitality to secure or award an improper
business advantage;
b) give, promise to give, or offer, a payment, gift or hospitality to a government official, agent or
representative to facilitate, expedite, or reward any action or procedure;
c) accept payment from a third party knowing or suspecting it is offered with the expectation that
it will obtain a business advantage for them;
d) induce another individual or associate to indulge in any of the acts prohibited in this policy;
e) threaten or retaliate against another associate who has refused to commit a bribery offence or
who has raised concerns under this policy;
f) give or accept any gift where such gift is or could reasonably be perceived to be a
contravention of this policy and / or applicable law; or
g) engage in any activity that might lead to a breach of this policy.

5. GIFTS AND HOSPITALITY

This policy does not prohibit normal business hospitality, so long as it is reasonable, appropriate,
modest, and bona fide corporate hospitality, and if its purpose is to improve our company image,
present our products and services, or establish cordial relations.
Gifts and Hospitality:
• Must be duly approved. Normal business hospitality must always be approved at the
appropriate level of Company management.
• Must not be intended to improperly influence. Associates should always assess the
purpose behind any hospitality or entertainment. Hospitality or entertainment with the
intention of improperly influencing anyone's decision-making or objectivity, or making the
recipient feel unduly obligated in any way, should never be offered or received. Associates
should always consider how the recipient is likely to view the hospitality. Similarly associates
must also decline any invitation or offer of hospitality or entertainment when made with the
actual or apparent intent to influence their decisions.
• Must not have the appearance of improper influence. Gifts can in some cases influence,
or appear to influence, decision-making, for example by persuading the recipient to favour the
person who made the gift over his own employer. Associates should think very carefully
before making, or receiving, gifts. Gifts can occasionally be offered to celebrate special
occasions (for example religious holidays or festivals or the birth of a child) provided such
gifts do not exceed USD $40 (or local equivalent) in value, and are occasional, appropriate,
totally unconditional, and in-fitting with local business practices. No gift should be given or
accepted if it could reasonably be seen improperly to influence the decision-making of the
recipient.
• Certain gifts are always prohibited. Some types of gifts are never acceptable including gifts
that are illegal or unethical, or involve cash or cash equivalent (e.g. loans, stock options, etc).
Furthermore, by way of non-exhaustive example, an invitation to his/her family to join him on
a foreign business trip, or the extension of a trip at the customer's expense to include a
holiday, are at all times unacceptable, and associates should not participate in such practices.
• Modest promotional gifts are permitted. It is acceptable to offer modest promotional
materials to contacts e.g. branded pens. Use of one’s position with the Company to solicit a
gift of any kind is not acceptable. However, the Company allows associates occasionally to
receive unsolicited gifts of a very low intrinsic value from business contacts provided the gift is
given unconditionally and not in a manner that could influence any decision-making process.
• Personal payment does not cure. Associates may never pay on their personal account for
gifts or hospitality in order to avoid this policy.
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Company-Confidential ANTI-CORRUPTION AND BRIBERY POLICY
In some cultures / countries, it may be seen as an insult to reject a gift, and refusals may adversely
affect business relationships. In these circumstances, and if the gift is anything other than moderate,
the gift should be reported to the reporting manager who will decide whether such gift will be retained
or returned. If your reporting manager is uncertain how to treat the gift, s/he should seek clarification
from his/her relevant Human Resource (HR) contact.
Gifts and Hospitality can put the Company at risk if used to facilitate unethical business practices. The
Company will develop procedures for giving and receiving gifts and hospitality which will seek to
ensure that associates act ethically and otherwise comply with the Anti-Corruption and Bribery Policy
and Code of Ethical Business Code when giving and receiving gifts and / or hospitality. These
procedures must be followed by associates.

6. FACILITATION PAYMENTS AND KICKBACKS

The Company prohibits making or accepting, facilitation payments or "kickbacks" of any kind.
Facilitation payments are typically small, unofficial payments made to secure or expedite a routine
action by an official. Kickbacks are typically payments made in return for a business favour or
advantage. All associates must avoid any activity that might lead to a facilitation payment or kickback
being made or accepted.
If you are asked to make a payment on behalf of the Company, you must consider the purpose of the
payment and whether the amount requested is proportionate to the goods or services provided. Any
request for a facilitation payment should be refused unless you feel you are at risk of injury, of
detention, or for your life, if you refuse. If one of these exceptions applies, a receipt should be
obtained and the matter reported, as soon as possible, to the Company Corporate Ombudsman at
CORPORATEOMBUDSMAN@techmahindra.com.

7. DONATIONS

The Company may make donations but only if they are ethical and in compliance with this policy, local
applicable laws, the UK Bribery Act and the US FCPA. No donation should be made which may, or
may be perceived to breach applicable law, or any other section of this policy. All donations must be
approved by the Company Corporate Ombudsman and the Company shall keep accurate records of
all donations made by the Company.

8. THIRD PARTIES

Third parties can put the Company at risk if they do not follow ethical business practices. For that
reason, the Company will develop procedures for conducting appropriate risk-based due diligence on
third parties, and the implementation of appropriate steps to address any identified risks, to ensure
compliance with applicable anti-corruption laws. Associates must carefully follow the procedures that
are established under this policy.

9. RESPONSIBILITIES OF ASSOCIATES
Associates must ensure that they have read and understood this policy and, must at all times comply
with the terms and conditions of this policy.
Prevention, detection and reporting of corruption are the responsibility of all those working for us or
under our control. All associates are required to avoid any activity that might lead to, or suggest, a
breach of this policy.
Associates must notify their reporting manager or consult an appropriate member of the Human
Resource (HR) team as soon as possible if they believe or suspect, or have a reason to believe or
suspect, that a breach of this policy has occurred, or may occur in the future - for example, if a
customer or potential customer offers an associate something to gain a business advantage with Tech
Mahindra or indicates to an associate that a gift or payment is required to secure their business.
Some examples of "red flags" that may indicate corruption are set out in Section 17 of this policy
below. Please note that a failure to report an actual or suspected breach of this policy is itself a
breach of this policy.
Any associate who breaches any of the terms of this policy will face disciplinary action, which could
result in dismissal for gross misconduct. The Company reserves its right to terminate a contractual
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Company-Confidential ANTI-CORRUPTION AND BRIBERY POLICY
relationship with other associates and other associated persons, as the case may be if they breach
any of the terms and conditions of this policy.

10. RECORD KEEPING

The Company will keep financial records and have appropriate internal controls in place which will
evidence the business reason for making payments to, and receiving payments from, third parties.
Associates must declare and keep a written record of all hospitality or gifts accepted or offered, which
will be subject to managerial review and/or a review from the appropriate member of the Company's
Human Resource (HR) team.
Associates must ensure that all expense claims relating to hospitality, gifts or expenses incurred to
third parties are submitted in accordance with the Company’s applicable policy and specifically record
the reason for such expenditure. Associates shall further ensure that all expense claims shall comply
with the terms and conditions of this policy.
All accounts, invoices, memoranda and other documents and records relating to dealings with third
parties, such as clients, suppliers and business contacts, should be prepared and maintained with
strict accuracy and completeness.
No records shall ever be kept "off-book" to facilitate or conceal improper payments.

11. RAISING A CONCERN OR COMPLAINT

Associates are encouraged to raise concerns about any issue or suspicion of malpractice at the
earliest possible stage. If you are unsure whether a particular act constitutes bribery or corruption, you
should raise the matter with your reporting manager or consult an appropriate member of the
Human Resource (HR) team. Concerns should be reported by following the procedure set out in the
Whistleblower Policy, which is available on BMS.

12. WHAT TO DO IF YOU ARE A VICTIM OF BRIBERY OR CORRUPTION

If you are offered a bribe by a third party, or if you are asked to make a bribe, or if you suspect that
you may be asked to commit such a violation, or if you believe that you or anyone else is a victim of
any form of unlawful activity, you must comply with this policy.

13. PROTECTION
Associates who refuse to accept or offer a bribe, or those who raise concerns or report another's
wrongdoing, are sometimes worried about possible repercussions. The Company encourages
openness and will support anyone who raises genuine concerns in good faith under this policy, even if
they turn out to be mistaken.
The Company is committed to ensuring that no one suffers any detrimental treatment as a result of
refusing to take part in corruption, or because of reporting concerns under this policy in good faith.
Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment
connected with raising a concern.
If you believe that you have suffered any detrimental treatment as a result of refusing to take part in
corruption, or because of reporting concerns under this policy in good faith, you should inform your
reporting manager or a member of the Human Resources team of the Company immediately. If the
matter is not remedied, and if you are an associate, you should raise the matter by following the
procedure laid out in the Whistle Blower policy, which is available on BMS.

14. TRAINING AND COMMUNICATION

Dissemination of this policy for new joinees shall be carried out at the time of induction. This policy will
also be shared with all existing associates. If you have any query about this policy, you should
contact your reporting manager.
The Company’s zero-tolerance approach to bribery and corruption should be communicated to all
agents, suppliers, contractors and business partners at the outset of the Company’s business
relationship with them and as appropriate thereafter. Wherever possible, all third parties should be
sent a copy of this policy at the outset of the business relationship.

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Company-Confidential ANTI-CORRUPTION AND BRIBERY POLICY
15. WHO IS RESPONSIBLE FOR THE POLICY?
The board of directors has overall responsibility for ensuring this policy complies with our legal and
ethical obligations, and that all those under our control comply with it.
The head of the Human Resources Department of the region has primary day-to-day responsibility for
implementing this policy. Management at all levels are responsible for ensuring that those reporting to
them are made aware of and understand this policy and, if necessary and appropriate, are given
adequate and regular training on it.

16. MONITORING AND REVIEW

The head of the Human Resources Department of the region will monitor the effectiveness and review
the implementation of this policy, regularly considering its suitability, adequacy and effectiveness.
Any improvement identified will be made and incorporated as soon as possible. Internal control
systems and procedures will be subject to regular audits to provide assurance that they are effective
in countering bribery and corruption.
All associates are responsible for the success of this policy and should ensure they use it to disclose
any suspected danger or wrongdoing.
Associates are invited to comment on this policy and suggest ways in which it might be improved.
Comments, suggestions and queries should be addressed to the Head –HR Operations. This policy
does not form part of the associate’s contract of employment and it may be amended at any time by
the Company.

17. POTENTIAL RISK SCENARIOS – “RED FLAGS”

This section contains a list of possible red flags that may arise during the course of business. The list
is not intended to be exhaustive and is for illustrative purposes only.

If you encounter any red flags you must report them promptly by following the procedure set out in the
Whistle Blower policy:
(a) Being aware that a third party engages in, or has been accused of engaging in, improper
business practices;
(b) Learning that a third party has a reputation for paying bribes, or requiring that bribes are paid to
them, or has a reputation for having a "special relationship" with foreign government officials;
(c) A third party insists on receiving a commission or fee payment before committing to sign up to a
contract with us, or carrying out a government function or process for us;
(d) A third party requests payment in cash and/or refuses to sign a formal commission or fee
agreement, or to provide an invoice or receipt for a payment made;
(e) A third party requests that payment is made to a country or geographic location different from
where the third party resides or conducts business;
(f) A third party requests an unexpected additional fee or commission to "facilitate" a service;
(g) A third party demands lavish entertainment or gifts before commencing or continuing
contractual negotiations or provision of services;
(h) A third party requests that a payment is made to "overlook" potential legal violations;
(i) A third party requests that you provide employment or some other advantage to a friend or
relative;
(j) You receive an invoice from a third party that appears to be non-standard or customised
(k) A third party insists on the use of side letters or refuses to put terms agreed in writing;
(l) You observe that the Company has been invoiced for a commission or fee payment that
appears large compared to the service stated to have been provided
(m) A third party requests or requires the use of an agent, intermediary, consultant, distributor or
supplier that is not typically used by or known to the Company; and/or
(n) You are offered an unusually generous gift or lavish hospitality by a third party.

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Company-Confidential ANTI-CORRUPTION AND BRIBERY POLICY
18. EXAMPLES
This section contains a list of examples of prohibited bribery. It is not intended to be exhaustive and is
for illustrative purposes only.
• Offering a bribe
You offer a potential customer tickets to a major sporting event, but only if they agree to do business
with us.
This would be an offence (by you) as you are making the offer to gain an improper commercial and
contractual advantage. The Company may also be found to have committed an offence because the
offer has been made improperly to obtain business for us. It may also be an offence for the potential
customer to accept your offer.
• Receiving a bribe
A supplier gives your nephew a job, but makes it clear that in return they expect you to use your
influence in our organisation to ensure we continue to do business with them.
It is an offence for a supplier to make such an offer. It would be an offence for you to accept the offer
as you would be doing so to gain an improper personal advantage.
• Bribing a foreign official
You arrange for the business to pay an additional payment to a foreign official to speed up an
administrative process, such as clearing computer hardware through customs.
The offence of bribing a foreign public official has been committed as soon as the offer is made. This
is because it is made to gain a business advantage for us. The Company may also be found to have
committed an offence.

19. DOCUMENT HISTORY

Version Date Author Reviewed Approved Nature of changes

(function) by by
Issue 22 Aug HR Function Function Tech Mahindra Board
1.0 2013 Head Head Approved. First Integrated
Issue.
Issue 22 Sep HR Function Function Updated clause no 11.
1.1 2014 Head Head
Issue 20 March Roshan Sucharita Board Updated clause no 5.
1.2 2017 Zameer, Palepu,
Sumaira Phanindra
Khan Kuruganty,
Atanu Sarkar
Issue 19th Dec Aditya Roshan Board Annual review No changes
1.2 2018 Chauhan Zameer

20. ANNUAL REVIEW HISTORY

Annual Review Version Reviewed Is Change Document Remarks
Conducted On Required (Y/N) Uploaded in
BMS (Date)

01-08-2016 1.1 N 01-Dec-2016 Annual review

conducted.
19-12-2018 1.2 N 20 –Dec-2018 Annual review
conducted.

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