An Analysis of Five Different Companies

PGPBM 2007-09 Roll No. PB07235 SUNNY GUPTA Section D

MOTOROLA

VODAFONE
Code of Ethics
Introdu tion:
The Board of Directors of Vodafone Group Plc has adopted this code of ethics (the "Code"), which is applicable to all its Relevant Officers (as defined in paragraph 2 below), to
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promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; promote the full, fair, accurate, timely and understandable disclosure of the Company's financial results in accordance with applicable disclosure standards, including, where appropriate, standards of materiality; promote compliance with applicable governmental laws, rules and regulations; deter wrongdoing; and require prompt internal reporting of breaches of, and accountability for adherence to, the Code.

The Code may be amended only by resolution of the Board of Directors of Vodafone Group Plc. In the Code, "Company" means, in appropriate context, either Vodafone Group Plc or a subsidiary of Vodafone Group Plc.

Hon st and Ethi al Condu t:

Each Relevant Officer owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest and candid. Deceit, dishonesty and subordination of principle are inconsistent with integrity. Service to the Company should never be subordinated to personal gain and advantage. Specifically, each Relevant Officer must:
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Act with integrity, including being honest and candid while still maintaining the confidentiality of Company information where required or in the Company's interests. Observe, fully, applicable governmental laws, rules and regulations. Comply with the requirements of applicable accounting and auditing standards and Company policies in the maintenance of a high standard of accuracy and completeness in the Company's financial records. Adhere to a high standard of business ethics and not seek competitive advantage through unlawful or unethical business practices. Avoid conflicts of interest wherever possible. Anything that would be a conflict for a Relevant Officer will also be a conflict if it is related to a member of his or her family or a close relative. Examples of conflict of interest situations, if material, include the following: any significant ownership interest in any supplier or customer; any consulting or employment relationship with any customer, supplier or competitor;

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any outside business activity that detracts from an individual's ability to devote appropriate time and attention to his or her responsibilities with the Company; the receipt of any money, non-nominal gifts or excessive entertainment from any company with which the Company has current or prospective business dealings; being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any close relative; and selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers or directors are permitted to so purchase or sell.

Dis losur :
The Company strives to ensure that the contents of and the disclosures in the reports and documents that the Company files with the Securities and Exchange Commission (the "SEC") and other public communications shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality, where appropriate. Each Relevant Officer must;
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not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company's independent auditors, governmental regulators, self-regulating organisations and other governmental officials, as appropriate; in relation to his or her area of responsibility, properly review and critically analyse proposed disclosure for accuracy and completeness.

In addition, the Chief Executive, the Chief Financial Officer and the Director of Financial Reporting must familiarise himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.

Complian :
It is the Company's policy to comply with all applicable governmental laws, rules and regulations. It is the personal responsibility of each Relevant Officer to, and each Relevant Officer must, adhere to the standards and restrictions imposed by those laws, rules and regulations, including those relating to accounting and auditing matters.

TOYOTA
What is the Toyota Code of Conduct? {Our daily business operations are built on and supported by the corporate philosophy and its values and methods that have developed through years of diligent effort and passed down from generation to generation throughout TOYOTA MOTOR CORPORATION and its subsidiaries (TOYOTA).} The present Toyota Code of Conduct (originally issued in 1998, revised in 2006) seeks to provide a basic code of conduct and to serve as a model and compass. It also provides detailed explanations and examples of the actions and issues that we must be aware of when carrying out actual business activities (including in our jobs and daily business operations) and living in our global society.
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Creating a Harmonious and Lively Work Environment - Acting with integrity with sound social norms and in line TOYOTA will use its best efforts to comply with all labor and employment laws and regulations of the countries where it is active, as well as the spirit thereof. TOYOTA encourages and supports the personal growth of all people working for TOYOTA.

Compliance with Laws and Regulations - With sound social norms in mind TOYOTA will comply with applicable laws , internal company policies and rules, abide by sound Social norms, and take appropriate action against any illegal or criminal acts or acts in violation of the companys policies and rules. TOYOTA will not make any exceptions to this commitment,regardless whether an unlawful act is motivated in the interests of the company or in theinterests of the customer, or carried out under the instructions of ones superior.

Use and Management of Assets and Confidential Matters - Ensuring asset maintenance and confidentiality management TOYOTA possesses a wide variety of tangible 1 and intangible 2 assets that are indispensable and invaluable to its successful business operations. In order for TOYOTA to use such assets effectively and at any time during the course of its business activities, TOYOTA manages such assets with a firm hand in order to prevent such assets from being lost, stolen or used illegally or wrongfully.

Insider Trading - Act as an investor with sound common sense TOYOTA possesses a large amount of valuable internal (confidential) information and does not allow people working for it to engage in insider trading, such as using confidential information to buy and/or sell stocks.

Activities Promoting Safety - Enhancing vehicle safety For an automotive manufacturing company such as TOYOTA, the pursuit of safer vehicles is always one of its main challenges and mission. TOYOTA endeavors as a group, in cooperation with our suppliers and dealers, to engage in research and development, design, production, quality control and after-sales services in order to deliver its customers Toyota and/or Lexus vehicles that display sophisticated safety levels under various conditions and that provide a comfortable experience for drivers. TOYOTA will also be actively involved with People Education (i.e.,Driver Education) and with improving the Traffic Environment.

Environmental Preservation Activities - Building environmentally and people friendly vehicles TOYOTA has a deep understanding of the necessity of environmental conservation on a global scale. Therefore, TOYOTA has decided to dedicate ourselves to providing clean and safe products and to enhancing the quality of life everywhere through all our activities (Guiding Principles 3). Furthermore, TOYOTA has developed a proactive policy and plans to assure continual improvements in environmental performance in the Toyota Earth Charter and Toyota Environmental Action Plan.

Research and Development Activities - Developing vehicles from the standpoint of our customers In order to provide innovative, safe and outstanding high-quality products and services that meet the needs of customers through research and innovation, TOYOTA has established research and development centers around the world. These centers are well-staffed with leading Innovators and actively cooperate with other TOYOTA group companies, as well as universities and research institutes, in order to strongly promote research and development of advanced technologies in various fields.

Procurement Activities - Reasonable and sincere transactions (a) Fair competition based on an open-door policy (b) Mutual growth based on mutual trust (c) Promoting localization in view of good corporate citizenship

Production and Distribution Activities - Building vehicles that win customer trust and faith TOYOTA endeavors to produce high-quality Toyota and Lexus vehicles and parts and deliver them in an efficient manner in order to meet customers expectations. In

order to realize such production and supply goals, TOYOTA endeavors to build the worlds optimum production network and a global distribution network.
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Sales Activities - Winning the trust of customers and dealers (a) Philosophy of Customer First (b) Mutual growth based on mutual trust (c) Importance of fair market competition

Overseas Business Activities - To become a global company trusted worldwide TOYOTA engages in business worldwide and many of its activities are conducted outside Japan, including not only manufacturing activities, but also research and development. TOYOTA recognizes the ever-changing environment surrounding its business operations, global diversity, the specificity of each local area in terms of its own rules and customs, etc., and the rapid changes in world political and economic climate. TOYOTA respects international rules and laws, as well as the culture, customs and history of local societies. Thus, TOYOTA promotes its business activities from both a global and local standpoint so as to contribute to the development of local economies and society.

Profitability Enhancement Activities - Building a stronger profit foundation -

In order to respond to the expectations of investors and society, TOYOTA endeavors to perform various measures to improve business management efficiency, achieve sustainable increases in profit and strengthen the foundation of its management and profit.
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Corporate Communication Activities - Communicating facts in an accurate and timely fashion - Being Open and Fair In order to become an open company and win the trust of society, TOYOTA strives to communicate accurate and timely information to its stakeholders through active public relations and public dialogue, so as to enhance its corporate image and transparency. TOYOTA listens to and respects its stakeholders criticisms and suggestions, and incorporates these as appropriate into its business.

Philanthropy and Community Relations - Becoming a corporate citizen trusted by international society Towards attaining an enriched society and sustainable development, TOYOTA, in cooperation with society, strives to effectively use its resources and to engage in activities contributing to society. Such activities are aimed at alleviating societal

problems or issues and include initiatives with respect to the nurturing of personnel, the environment, and traffic safety.
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Shareholder Relations - Respect for shareholders benefit In order to respond to the expectations of shareholders and investors worldwide, TOYOTA strives to operate its business globally and to enhance corporate value, while achieving stable and long term growth. TOYOTA considers relationships with investors to be important, and through timely and fair investor relationship activities, endeavors to promote understanding of its corporate management and business activities. As for corporate governance, TOYOTA strives to enhance the transparency of its management and actively incorporates management checks conducted by independent parties.

Government Relations - Maintaining proper and transparent relations TOYOTA strives to build transparent and fair relationships with political parties or administrative bodies (government agencies and public officials) and takes appropriate actions to comply with applicable laws and regulations.

Political and Religious Activities - Moderate participation In the absence of any circumstances of concern (e.g., such as the possibility that the activity will hinder the conduct of business), TOYOTA respects participation in politics by people working for TOYOTA and does not, in any way, interfere with individuals religious activities. However, these are private activities and, in principle, they cannot be conducted on company premises or in company time.

Traffic Safety Education Activities - Improve traffic safety awareness of society as a whole In order to help create a safe and comfortable society, in addition to pursuit of safer vehicles, TOYOTA actively promotes traffic safety education activities designed for todays realities. TOYOTA strives to enhance traffic safety awareness not only among people working for TOYOTA, but within society as a whole. Disaster Prevention and Crime Prevention Activities - Creation of a safe society TOYOTA, in cooperation with the local community, engages in disaster prevention activities and Contributes to the recovery of local communities in the event of an actual disaster. TOYOTA Actively engages in crime prevention activities and the promotion of a safe society.

DABUR
Preamble:
Commitment to ethical professional conduct is a MUST for every employee at Dabur- in all of its businesses/ units/ subsidiaries. This code, consisting of imperatives formulated as statements of personal responsibility, identifies the elements of such a commitment. It contains many, but not all, issues employees are likely to face. Section 1 of this code outlines fundamental ethical considerations, while Section 2 addresses additional, more specific considerations of professional conduct. The code is intended to serve as a basis for ethical decision-making in the conduct of professional work. It may also serve as a basis for judging the merit of a formal complaint pertaining to violation of professional ethical standards. It is understood that some words and phrases in a code of ethics and conduct document are subject to varying interpretations and that any ethical principle may conflict with other ethical principles in specific situations. Questions related to ethical conflicts can best be answered by thoughtful consideration of fundamental principles rather than reliance on detailed regulations. In case of conflict, the decision of the Board shall be final.

Applicability:
This code is applicable to the Board Members, members of the Management Committee and all employees in and above Officers level (hereinafter collectively referred to as Employee(s)). All employees must read and understand this code and ensure to abide by it in their day to day activities. The employees may please contact Mr. A. Sudhakar, Vice President Human Resources or Mr. A.K. Jain, Addl. General Manager Finance & Company Secretary, should they have any questions relating to compliance of this code.

Contribute to society and human well-being This principle concerning the quality of life of all people affirms an obligation to protect fundamental human rights and to respect the diversity of all cultures. We must attempt to ensure that the products of our efforts will be used in socially responsible ways, will meet social needs and will avoid harmful effects to health and welfare of others. In addition to a safe social environment, human well-being includes a safe natural environment. Therefore, all of us who are accountable for the design, development, manufacture and promotion of DABUR products, must be alert to, and make others aware of, any potential damage to the local or global environment. Avoid harm to others
"Harm" means injury or negative consequences, such as loss of property, property damage or unwanted health and environmental impacts. This principle prohibits use of men, material and technology in ways that result in harm to our consumers, employees and the general public. Well-intended actions, including those that accomplish assigned duties, may lead to harm unexpectedly. In such an event, the responsible person or persons are obligated to undo or mitigate the negative consequences as much as possible.

Be honest and trustworthy

Honesty is an essential component of trust. Without trust an organization cannot function effectively. All of us are expected not to make deliberately false or deceptive claims about our products/ systems, but instead provide full disclosure of all pertinent limitations and problems.

Be fair and take action not to discriminate

The values of equality, tolerance, respect for others, and the principles of equal justice govern this imperative. Discrimination on the basis of race, sex, religion, age, disability, national origin, or other such factors is an explicit violation of this code.

Practice integrity in our inter-personal relationships In our relationships with colleagues, we should treat them with respect and in good faith; in the same way we ourselves would expect them to treat us. The principle to be adopted to guard against loose talk or in its worst form- character assassination- is not to say anything behind ones back and never utter something, which cannot be put in writing. Honor confidentiality
The principle of honesty extends to issues of confidentiality of information. The ethical concern is to respect all obligations of confidentiality to all stakeholders unless discharged from such obligations by requirements of the law or other principles of this code. We, therefore, will maintain the confidentiality of all material non- public information about Daburs business and affairs.

Know and respect existing laws.

We must obey existing local, state, national, and international laws unless there is a compelling ethical basis not to do so. We should also obey the policies, procedures, rules and regulations of the company. Violation of a law or regulation may be ethical when that law or rule has inadequate moral basis or when it conflicts with another law judged to be more important. If one decides to violate a law or rule because it is viewed as unethical, or for any other reason, one must fully accept responsibility for one's actions and for the consequences.

Accept and provide appropriate professional review.

Quality professional work depends on professional reviewing and critiquing. Whenever appropriate, individual members should seek and utilize peer review as well as provide critical review of the work of others.

Manage personnel and resources to enhance the quality of working life.

Organizational leaders are responsible for ensuring that a conducive environment is created for fellow employees to enable them delivering their best. We all, therefore, are responsible for ensuring human dignity of all our colleagues, ensuring their personal & professional development and enhancing the quality of working life.

Deal with the Media tactfully

We should guard against being misquoted and finding ourselves compromised. The window for the media is the office of the Group Director, CEO or Corporate Communications Cell. Press statements are to be handled by the Group Director, CEO,

Corporate Communications Cell or those specifically authorized in this regard, because they have the wider awareness of the companys business and policies. Our role as individuals is always to be tactful and to avoid comment and to pass enquiries to those who are authorized to respond to them. We undertake to comply with Companys Code of Corporate Disclosure Practices.

Be upright and avoid any inducements:

Neither directly nor through family and other connections indirectly, should we solicit any personal fee, commission or other form of remuneration arising out of transactions involving Dabur. This includes gifts or other benefits of significant value, which might be extended at times, to influence business- especially during bulk purchase of commodities for the Organization or awarding a contract to an agency etc, we are likely to be offered various gifts by vendors / parties/ agencies and people associated with Dabur under different wraps or generally on personal celebrations or functions or religious festivals etc. We should avoid such inducements. This will go a long way in building our credibility. The Companys policy is to select significant suppliers and award contracts on the basis of competitive bids under free market regime and we abide to follow that.

Observe Corporate Discipline.

Our flow of communication is not rigid and people are free to express themselves at all levels. However, this informality should not be misunderstood. What it means is that though there is a free exchange of opinions in the process of arriving at a decision, but after the debate is over and a policy consensus has been established, all are expected to adhere and abide by it, even when in certain instances we may not agree with it individually. In some cases policies act as a guide to action, in others they are designed to put a constraint on action. We all must learn to recognize the difference and appreciate why we need to observe them.

Conduct ourselves in a manner that reflects credit to the Company.

All of us are expected to conduct ourselves, both on and off-duty, in a manner that reflects credit to the company. The sum total of our personal attitude and behavior has a bearing on the standing of DABUR and the way in which it is perceived within the organization and by the public at large. Each of us is a part of the human entity we call DABUR and it behooves on us to do it proud.

Be accountable to our stakeholders.

All of those whom we serve, be it our customers, without whom we will not be in business, our shareholders, who have an important stake in our business and the employees, who have a vested interest in making it all happen- are our stakeholders. And we must keep in mind at all times that we are accountable to our stakeholders. Inside information gained from the Company or otherwise must not be used for personal gains. We undertake to comply with the Companys Code of Conduct for Prevention of Insider Trading.

Identify, mitigate and manage business risks.

Dabur recognizes that, in the normal course of operations, its activities are routinely exposed to the whole continuum of risks that a Fast Moving Consumer Goods (FMCG) company faces today. Further, being in the Herbal/ Ayurvedic segment, Dabur is also aware that certain risks it faces are somewhat peculiar and greater than those that generally exist in the FMCG business. All these risks could prevent it from achieving its business objectives. Some

of these risks could lead to personal injury, damage or loss to human, physical and financial resources that make up the business. These risks could also result in harm to consumers or damage to the community. These business objectives, assets and the community represent the underlying value of Dabur, and therefore they merit protection against possible loss, through the identification, analysis and control of the various risks that exist from time to time. Thus, it is our responsibility to follow our institutionalized Dabur Risk Management Framework to identify the business risks that surround our function or area of operation and to assist in the company-wide process of managing such risks, so that Dabur may achieve its wider business objectives. All of us should continuously ask ourselves "What can go wrong and what am I doing to prevent it from going wrong."

Protect Companys properties

We all are perceived as Trustees of Companys properties, funds and other assets. We owe fiduciary duty to each stakeholder, as their agent, for protecting the Companys assets. We, therefore, must safeguard and protect the Companys assets against any misappropriation, loss, damage, theft, etc. by putting in place proper internal control systems and procedures and effectively insuring the same against any probable fire, burglary, fidelity and any other risk.

TATA STEEL
Preamble:
The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Towards this end, the Company has adopted the Tata Code of Conduct ("the Code"), which lays down the principles and standards that should govern the actions of the Company and their employees. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the Code cannot be undermined. There is a provision under the Code requiring employees to report violations, which states: "25. Reporting Concerns Every employee of a Tata Company shall promptly report to the management any actual or possible violation of the Code or an event he becomes aware of that could affect the business or reputation of his or any other Tata Company." b. Clause 49 of the Listing Agreement between listed companies and the Stock Exchanges has been recently amended which inter alia, provides for a non-mandatory requirement for all listed companies to establish a mechanism called 'Whistle Blower Policy' for employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. c. Accordingly, this Whistle Blower Policy ("the Policy") has been formulated with a view to provide a mechanism for employees of the Company to approach the Ethics Counsellor / Chairman of the Audit Committee of the Company.

Scope:
a. This Policy is an extension of the Tata Code of Conduct. The Whistle Blower's role is that of a reporting party with reliable information. They are not required or expected to act as investigators or finders of facts, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case. Whistle Blowers provide initial information related to a reasonable belief that an improper or unethical practice has occurred. Whistle Blowers should not act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by the Ethics Counsellor or the Audit Committee or the Investigators. Protected Disclosure will be appropriately dealt with by the Management / Ethics Counsellor / Audit Committee, as the case may be.

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Disqualification:
a. While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action. Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention. Whistle Blowers, who make three or more Protected Disclosures, which have been subsequently found to be mala fide, frivolous, baseless, malicious, or reported otherwise than in good faith, will be disqualified from reporting further Protected Disclosures under this Policy. In respect of such Whistle Blowers, the Company/Audit Committee would reserve its right to take/recommend appropriate disciplinary action.

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Protection:
a. No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a Protected Disclosure under this Policy. The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against the Whistle Blowers. Complete protection will be given to the Whistle Blowers against any unfair practice. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. Thus, if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive advice about the procedure, etc. The Whistle Blower shall be protected from any retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion, or the like including any direct or indirect use of authority to obstruct the Whistle Blower's right to continue to perform his duties/functions including making further Protected Disclosure. The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. Whistle Blowers are cautioned that their identity may become known for reasons outside the control of the Ethics Counsellor /Audit Committee (e.g. during investigations carried out by Investigators). Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

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Decision:
If an investigation leads the Ethics Counsellor/ Audit Committee to conclude that an improper or unethical act has been committed, the Ethics Counsellor/Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as they deem fit. It is clarified that any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.

Reporting:
The Ethics Counsellor shall submit a report on a quarterly basis to the Audit Committee regarding total number of disclosures received in previous quarter, nature of complaint, outcome of investigation, actions recommended by the Ethics Counsellor/Audit Committee and implementation of the same. The EC should also report to the AC the concern raised for victimization for employment related matters by the Whistle Blower and action taken by the Whistle Blower Protection Committee. Such Reports on the above shall be reviewed and recorded by the Audit Committee.

ANALYSIS
Business ethics are likely as old as business itself, but only recently has the implementation of ethical codes of conduct in businesses become of major importance on many companies agendas. The term code of ethics is defined as written standards that are reasonably designed to deter wrongdoing and to promote: Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant; Compliance with applicable governmental laws, rules, and regulations; The prompt internal report to an appropriate person or person identified in the code of violations of the code; and Accountability for adherence to the code.

The covering letter that accompanies Vodafones fourth corporate social responsibility report explains that the company believes in being concise and only focusing on the issues that matter. This approach is completely valid but leads to a number of challenges. First, what are the issues that really matter and then how much detail should be in hard copy or left to be expanded upon on the website, and how much do you expect people to have retained from the last report if they read it at all? The risks are either a report thats too thin, or a near clone of the preceding one. For example, as Vodafone has done, is it wise to assume that readers know what the company values are or that they have access to the internet to find out? Its hard to criticise Vodafone on the corporate responsibility orthodoxy front. It is a member of everything it ought to belong to (Business in the Community, World Business Council for Sustainable Development, International Business Leaders Forum etc); it is listening to the sort of people it ought to be listening to (for direction on corporate responsibility issues it has a socioeconomic impact advisory panel with seven heavyweight experts from academia and elsewhere); it measures quite a few of things it ought to and in a systematic and committed way (though not using the Global Reporting Initiative as a benchmark); and it has got various forms of assurance (on the report, its management system and adoption of the London Benchmarking Group model) from not one, not two, but three assurers. Unfortunately, one unsavoury aspect of corporate responsibility orthodoxy to which Vodafone complies is its attitude to supply chain issues, best summed up as one-way traffic or kicking responsibility down the line. The chosen measures and targets are all about improving its

assessment of suppliers compliance to its social criteria no mention is made of Vodafones role in assisting such compliance or to look at its own treatment of suppliers and aspects of the relationship which could be improved. This is a common approach by multinationals and an important one to keep mentioning until the one-way traffic becomes a little more two-way. Motorola is the top contender in the area of product quality and innovation and has top ranking for employee relations. Motorolas Key Beliefs of Uncompromising Integrity and Constant Respect for People guide the Companys activities in every aspect of doing business. Motorolas employees, including those who also serve as members of the Board, are subject to the provisions of the Motorola Code of Business Conduct , as well as numerous explanatory policies and procedures. As one of their primary responsibilities, the Board is responsible for overseeing that the activities of Motorola as a whole are guided by the Key Beliefs and comply with the Code of Business Conduct. The present Toyota Code of Conduct seeks to provide a basic code of conduct and to serve as a model and compass. It also provides detailed explanations and examples of the actions and issues that we must be aware of when carrying out actual business activities (including in our jobs and daily business operations) and living in our global society. For an automotive manufacturing company such as TOYOTA, the pursuit of safer vehicles is always one of its main challenges and mission. TOYOTA endeavours as a group, in cooperation with our suppliers and dealers, to engage in research and development, design, production, quality control and after-sales services in order to deliver its customers Toyota and/or Lexus vehicles that display sophisticated safety levels under various conditions and that provide a comfortable experience for drivers. TOYOTA has a deep understanding of the necessity of environmental conservation on a global scale. Furthermore, TOYOTA has developed a proactive policy and plans to assure continual improvements in environmental performance in the Toyota Earth Charter and Toyota Environmental Action Plan. Dabur Strive to achieve the highest quality, effectiveness and dignity in both the processes and products of professional work. Excellence depends on individuals who take responsibility for acquiring and maintaining professional competence. Dabur must participate in setting standards for appropriate levels of competence, and strive to achieve those standards. Dabur recognizes that, in the normal course of operations, its activities are routinely exposed to the whole continuum of risks that a Fast Moving Consumer Goods (FMCG) company faces today. Further, being in the Herbal/ Ayurvedic segment, Dabur is also aware that certain risks it faces are somewhat peculiar and greater than those that generally exist in the FMCG business. All these risks could prevent it from achieving its business objectives. These business objectives, assets and the community represent the underlying value of Dabur.

The Company, TATA STEEL believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

Tata Steel recognises that exchange of gifts with people with whom we do business with is not unusual and is considered acceptable. The receipt and giving of gifts is part of normal social exchange. Such exchange is neither irregular nor is it unusual. However, the need is recognised for a stated policy setting caps on the value of such gifts and for defining circumstances under which it would be acceptable or not acceptable to retain gifts. The cardinal principle would be that gifts should not be given or received either to obtain favours / preferential treatment or in return for favours/ preferential treatment. Non-Executive Directors of a company will always act in the interest of the company and ensure that any other business or personal association which they may have, does not involve any conflict of interest with the operations of the company and his role therein. Until the day comes when companies combine their entire annual report with their corporate social responsibility reports, it will be hard to grasp where the movement is really taking them whether it is a real contributor and informer of the strategic direction and approach of a company or just a delicacy on todays government-approved menu.