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POLICY OBJECTIVE

The purpose of this Code is to establish the standards of business ethics and conduct expected of everyone who carries out work for or on behalf of Cairn India.

POLICY DETAILS

i) Scope & Applicability

The Code applies to all Employees and Service Providers of Cairn who should acknowledge that they have read, understood and agree to abide by the Code by signing and returning the attached declaration. The signed declaration needs to be returned to the Director ‐ Human Resources by the Employees and annually thereafter.

By Service Providers, the declaration needs to be returned to the Director – PSCM on tender submission or by signing the certificate of compliance by the Service Providers on a contract execution, as applicable.

ii) Policy Provisions

1.1. Definitions

Term Definition
Cairn or Company or Cairn India Cairn India Limited (CIL), its subsidiaries and affiliates
ExCo Cairn India Executive Committee
Employee(s) Employees, directors and officers of Cairn
Ethics Committee means a committee consisting of Ethics Counsellors to ensure compliance of obligations under the Code.
Ethics Counsellors means the Company Secretary, Chief Internal Auditor, Chief Financial Officer and a senior functional head.
Public Official includes anyone, whether elected or appointed, who performs public functions in any branch of national, local or municipal government anywhere in the world. It includes officials holding a legislative, administrative or judicial position of any kind. It also covers a person who exercises a public function, such as professionals working for public health agencies and officers in state owned enterprises.
Service Provider(s) Agents, intermediaries, consultants, freight forwarders, contractors, advisers, suppliers and other business partners who provide services or are associated with Cairn

2. Introduction

2.1 Endorsement - Chief Executive

Cairn's core values of Teamwork, Ownership, Pioneering Spirit and Respect for people underpins everything we do as a Company and Cairn demands and maintains the highest ethical standards in carrying out its business activities. This Code is a cornerstone of Company policy worldwide. It expresses the principles of our business ethics and is intended to assist all Employees and Service Providers in meeting the high standards of personal and professional integrity required of them. Strict adherence to the provisions of this Code is a condition of employment and compliance with this Code is a requirement from the Service Providers.


2.2 Explanation and scope

Cairn's vision of pioneering energy, enriching lives is reflected in our values which encompass Teamwork, Respect, Ownership and Pioneering Spirit.

This Code of Business Ethics supports these values and applies to all aspects and operations of Cairn. Heads of Departments throughout Cairn, all Employees and Service Providers are responsible for ensuring consistent compliance with Company policies, procedures and standards within their areas of responsibility.

The Ethics Committee will ensure an independent review of the compliance with the Code within Cairn. The Audits will be conducted at appropriate intervals to evaluate the extent to which this Code is complied with and to identify control deficiencies so that they may be promptly corrected.

If you need any advice, or have any questions on this Code, please speak to your Head of Department. Service Providers may contact any Ethics Counsellor should any further clarity be required.


2.3 Corporate policy

The Company observes both the letter and the spirit of the laws of India and of every country where it conducts business.

Employees and Service Providers should at no time be placed, or place themselves, in the position where they could be accused of illegal activity in the country in which they are operating or expose Cairn to criminal prosecution or otherwise as a result of their activities.

In any situation not governed by statute or explicit regulations, or where the law is ambiguous or conflicting, advice should be sought from the General Counsel of the Company. Cairn, operating internationally, may encounter laws and customs applicable in one country that conflict with the law of another. Such instances should be referred to the General Counsel of the Company for advice.

3. Business Ethics And Practices

3.1 Conflicts of interest

Business decisions should always be based on what is in the best interests of Cairn and not on personal considerations or relationships. Employees must avoid any actions or relationships which could conflict with, or appear to conflict with, the interests of Cairn. A conflict of interest would occur if a personal or business interest interferes with or influences an Employee's independent judgement and objectivity, or where an Employee uses his / her position within Cairn for personal gain.

A conflict of interest would also arise where an Employee, or his / her relatives or close friends, holds investments in, or a position or relationship with, a person or company that competes with or does business with Cairn. Employees should not enter into any joint venture, partnership or other business arrangement without the prior consent of one of the Ethics Counsellors. Employees must disclose all apparent or potential conflicts of interest to their line managers.

In situations other than those described above, while there is no objection to the employment of close relatives of Employees as such, inappropriate job relationships must be avoided. To that end, managers who have authority to engage Employees must not recruit relatives or close friends into their own department or location.

New members of the Board are required to declare to the Chairman of the Board any directorships of other companies and provide assurance that there will be no conflict of interest. Executive directors of Cairn should obtain permission from the Board of Directors of Cairn India Limited before joining the board of directors of another company.


3.2 Bribery and corruption

Bribery is the offer, promise, giving, asking or acceptance of an advantage as an inducement for doing something improper in your work or in carrying out a public function. Corruption is the misuse of public office or a business position for private gain. Bribery of Public Officials or agents, whether public or private, is prohibited and individuals who engage in bribery face a real risk of imprisonment. Bribery of Public Officials or agents, whether public or private is prohibited under the Prevention of Corruption Act, 1988.

The Foreign Corrupt Practices Act (the “FCPA”) prohibits the Company, its Employees and Service Providers from offering or giving money or any other item of value to win or retain business or to influence any act or decision of any Public Official, political party, candidate for political office or official of a public international organization. FCPA prohibits the payment of bribes, kickback or other inducements to foreign officials. This prohibition also extends to payments to a Service Provider if there is reason to believe that the payment will be used indirectly for a prohibited payment to foreign officials. Violation of the FCPA is a crime that can result in severe fines and criminal penalties, as well as disciplinary action by the Company, up to and including termination of employment.

The UK Bribery Act ("UKBA") also prohibits company and its associated persons from offering, promising or giving any financial or other advantage to bring about the improper performance by another person of a relevant function or activity, to influence a Public Official in performance of his or her official functions with an intention to obtain or retain business or an advantage in the conduct of business. Further, receipt of bribe is also covered by the act and is an offence under it. The UKBA prohibits payment and receipt of bribes directly or indirectly through associated person.

The term “associated person(s)” above has the same meaning as the defined term “Service Provider(s)” used in this document.

"Facilitation Payments” are small or minor payments made to secure or speed up routine legal government actions. Facilitation Payments are bribes and prohibited under the UK Bribery Act.

We do not tolerate, permit, or engage in bribery, corruption, or improper payments of any kind in our business dealings with both Public Officials and the private sector. Employees and Service Providers must not give or receive bribes or other payments, gifts or inducements or other undue advantages (of whatever kind) to any person or persons, including Public Officials, Service Providers, or any Employees in violation of laws and the officials’ legal duties which are intended to influence a business decision or compromise independent judgement; nor must any Employees or Service Providers give money, hospitality or gifts in order to obtain business for the Company, nor receive money, gifts or inducements for having given Company business to an outside agency. Also, they must not use subcontracts, purchase orders, consulting agreements, etc., as means of channelling payments to Public Officials, to employees of business partners or to their relatives / business associates or others.

Bribery could expose the Company and / or its Employees to prosecution regardless of where such bribery took place in the world. We make no distinction between bribery and Facilitation Payments. Employees and Service Providers are therefore prohibited from making Facilitation Payments of any kind.


3.3 Gifts and hospitality

The Company's relations and dealings with Public Officials and Service Providers should at all times be such that the Company's integrity and its reputation would not be damaged if details of the relationship or dealings were to become public knowledge. It is the individual responsibility of each Employee and Service Provider to exercise good judgement so as to act in a manner that will reflect favourably upon the Company and the individual. Governments in some parts of the world may have strict legislation regarding gifts and entertainment. When dealing with Public Officials, Employees and Service Providers, on behalf of Cairn, should make sure that they are aware of the rules which apply in that country.

The Guidelines on Gifts and Entertainment Policy are applicable to Employees and Service Providers. From time to time Employees may be presented with gifts from other business organisations or they may present gifts to others including to the Public Officials. Any such gift that is offered, or is possibly offered, in the expectation of, or to solicit, favourable consideration of any nature must be refused and the fact of its having been offered reported immediately to the relevant Director, or, in absence of such, the line ExCo Director.

Employees must not accept money, loans, services, goods, entertainment, favours or any form of recompense from any supplier, contractor, sub‐contractor, customer or competitor (or potential supplier, contractor, sub‐contractor, etc.). Similarly Service Providers must not accept money, loans, services, goods, entertainment, favours or any form of recompense from any Employees.

However gifts which are of a ‘nominal value’ or hospitality which is of a ‘reasonable value’ may be accepted/ given provided no ulterior motive can be attached to their provision and which have been approved by the relevant Director, or, in absence of such, the line ExCo Director. If in doubt you should consult your relevant Director, or, in absence of such, the line ExCo Director. The nominal and reasonable value is as defined under the Gifts and Entertainment Policy, please refer to the same for further information and detail.

Examples of key questions which should be considered by Employees/Service Providers while giving or accepting any gifts/hospitality are:

  • Does the action contravene local law or convention?
  • Does the action comply with the laws of India or those of the country of operations?
  • Could the action be damaging to the Company if it were publicly known?
  • Are any costs/payments, or equivalent, excessive in proportion to the benefits/services to be received?

If the proposed action of giving or accepting any gifts/hospitality appears to fail any one of these tests, it should not be progressed without upward reference and approval by the ExCo.

Compliance may sometimes confront an Employee with difficult decisions or uncertainty as to the proper course of action to adopt. In these circumstances, Employees should always refer the matter to the relevant Director, or, in absence of such, the line ExCo Director or any one of the Ethics Counsellors.

Failure to comply with the laws in this area could result in heavy penalties. Compliance with the Code is mandatory and violations will result in disciplinary action, including dismissal where warranted.


3.4 Confidentiality and Insider Trading

During the course of work, an Employee may have access to confidential information about the Company, a supplier or customer. Information which Employees gain during the course of their employment should not be disclosed to anyone not employed by the Company, or to an Employee who does not require the information for his/her normal work activities.

If this information pertains to the Company or any other publicly traded company, is not generally available and would be likely to have an effect on a person's decision to invest or sell shares in that company then the disclosure of this information and any subsequent dealing could amount to insider trading. It is a criminal offence should you disclose insider information which results in dealing as well as a breach of your contract of employment. If in doubt, reference should be made to Cairn's Insider Trading Code.


3.5 Employee Contributions to Outside Organisations

An Employee may contribute lectures and articles to technical institutions and journals as long as he/she has appropriate approval from his/her manager and does not contravene the Confidentiality Section of the employee handbook or place himself/herself in a situation where there might be a conflict between his/her interests and the Company. Subject to these conditions, prior authorisation from anyone of the ExCo members in writing and proper disclosure of sums received, and provided that the work is undertaken in his/her own time, an Employee may retain any payments for outside activities which may be connected with his/her position in the Company, or made possible by the knowledge and experience acquired in the Company's service.


3.6 Donations, contributions and sponsorships

No donations, contributions or sponsorships can be made by the Company except where such a contribution is permitted by applicable law and has been authorised, as per the limit of such contribution, by ExCo and the Board of Directors of CIL. Such contributions must be declared in the Annual Report.

Whilst, as individuals, Employees have the right to participate in the political process, it should always be made clear that they do so in a personal capacity and are not in any way representing Cairn.

The donations and sponsorship payment policy establishes a policy framework for any donations and sponsorships, please refer to the same for details.


3.7 Health, safety and the environment

We are committed to maintaining the health and safety of those working for us, to minimising our impact on the environment and to having a positive impact on the communities in which we operate. Cairn has Health, Safety and Environment (HSE), Security and Corporate Social Responsibility (CSR) Policies and Corporate Responsibility (CR) Guiding Principles which define Cairn's commitments and approach to HSE, security and CSR. There is also a CR Management System which defines responsibilities and provides guidance on how these possible HSE, security and CSR impacts are identified, assessed and mitigated.

Employees should ensure that they understand the Company’s HSE, Security and CSR Policies and CR Guiding Principles and apply the Company CR Management System in their work activities in order to minimise potential health and safety, environmental, security and social impacts.


3.8 Fair employment practice

We strive for a working environment where the opportunity exists for all individuals to play their full part in adding value to the business and to make the most of their potential. We are committed to diversity of our staff and fair employment practices. This includes providing a work place which is free of discrimination and harassment. Cairn will not tolerate harassment of Employees or any other form of discrimination prohibited by law, including sexual harassment. Employees must comply with Company policies on anti‐harassment as may be implemented or amended from time to time.

We also uphold and protect human rights in alignment to the UN Guiding principle on business and human rights. All Employees have a duty to ensure that Cairn's business is conducted in compliance with applicable regulations and strive to uphold all labour rights, including equal pay for equal work, reasonable limitations of working hours and ban on child and forced labour.


3.9 Anti‐trust compliance

All Employees have a duty to ensure that Company’s business is conducted in a fair and competitive manner. In carrying out its business, the Company shall ensure compliance of The Competition Act, 2002, as amended from time to time, and other applicable provisions, which has been enacted to eliminate practices that may have an adverse effect on competition and thereby promoting competition, protecting consumer interest and ensuring freedom of trade. The Competition Act inter alia specifically mandates companies to not abuse their position, by directly or indirectly imposing discriminatory conditions amongst others, for the purchase or sale of goods or service or in setting prices in the purchase or sale of goods or services.

Employees are required to refer to the Antitrust Guidance Notes issued by the Company in this regard. In case of any ambiguity about the said compliance, advice should be sought from General Counsel of the Company.

4. Duties Of Independent Directors

The independent directors of the Company have the same duties and responsibilities as other directors and the Board together is collectively responsible for the management of the organization. In addition, they are also bound by the mandatory “code for independent directors” provided under Schedule IV of Companies Act, 2013, as amended from time to time. Some of the important duties and functions stipulated under the code include:

  • safeguarding the interest of all stakeholders particularly minority shareholders
  • balancing conflict of interest of stakeholders
  • assisting the company in implementing the best corporate governance practices
  • satisfying themselves on the integrity of financial information and that financial controls and the systems of risk management are robust
  • ensuring adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company
  • ensuring that there is an adequate and functional vigil mechanism in the company
  • conducting at least one exclusive meeting without presence of Management or its representatives
  • bringing an objective view in the evaluating the performance of board and management
  • undertaking appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
  • seeking external advice in appropriate matters.

5. Legal and Regulatory Compliance

5.1 Regulatory Compliance

Our operations are subject to laws, rules and regulations in India as also the laws of the countries of our operations. It is the responsibility of all Employees to understand the laws applicable to their areas of operation and ensure compliance with the same. Employees having questions on how to proceed or on interpretation should consult with the General Counsel of the Company.


5.2 Agreements with Agents, Advisors or Consultants

Agreements with agents, advisors or consultants or other Service Providers should state clearly the services to be performed for the Company, the amount to be paid and all other relevant terms and conditions. All such agreements must be approved in advance by the General Counsel of the Company in accordance with the Company's contracts and procurement policies and procedures and must reflect the value of the services rendered. All payments and transactions must be supported by documentary evidence.


5.3 Import and export controls

In dealing with other countries, Employees should at all times comply with all applicable import and export controls and sanctions relating to those countries. Failure to adhere to such controls and sanctions can severely impact upon the Company and also those individuals involved. Potential penalties for non‐compliance include the withdrawal of operating permits, the imposition of criminal and civil fines and imprisonment.

6. Financial Integrity and Asset Protection

6.1 Public Disclosure

As a company whose shares are quoted on the National Stock Exchange and Bombay Stock Exchange, Cairn has a duty to disclose in a timely manner, accurate and complete information that is required to be so disclosed to enable investors to make informed market decisions. Public disclosures must only be made by designated office bearers of the Company. The Company has in place procedures, systems and controls to ensure that it complies with these obligations and these must be strictly adhered to. Any queries regarding disclosure should be addressed to the Company Secretary.


6.2 Financial Reporting

All funds, accounts, assets, receipts and disbursements must be properly recorded in the books and records of the Company in accordance with the Company's normal standards and procedures and in compliance with relevant legislation and regulatory requirements.

In particular:

  • No funds or accounts must be established or maintained for purposes which are not fully and accurately reflected in the books and records of the Company.
  • Funds and assets received or disbursed must be fully and accurately reflected in the books and records of the Company.
  • No false or fictitious entries may be made or misleading reports pertaining to the Company or its operations or its financial affairs shall be issued.
  • No action should be taken, directly or indirectly, to influence, coerce, manipulate or mislead anyone engaged in the performance of an audit or review of the financial statements of the Company.

Authorised Employees must report all expenditures as above.


6.3 Money Laundering

”Money laundering” refers to the conversion or transfer of property derived from a criminal offence for the purpose of concealing, or disguising, the illicit origin of that property. Cairn cannot be used as a vehicle for such money laundering activities.

Money laundering offences include: disclosing to the perpetrator of the offence information which may prejudice an investigation (“tipping off”); falsifying or failing to disclose relevant documents and failing to report a reasonably‐held suspicion that money laundering has taken place.

All Employees have a duty to report any suspicions of money laundering to the Chief Financial officer.


6.4 Protection of Company Assets

All Employees have a duty to ensure that Cairn's assets are not misused or misappropriated. Assets include the physical property of the Company such as buildings, equipment, funds, accounts, technology, documents as well as less tangible assets such as intellectual property (patents, copyrights and trademarks) and Employee time. Employees also have a responsibility to safeguard the assets of third parties where those are entrusted to Employees of the Company.

7. Information Management

7.1 Personal data

Employees need to be alert to the fact that business‐held information can contain personal data. Personal data is subject to specific legislation governing how it can be kept, handled and processed particularly if the content of that data is deemed to be ”sensitive”. Reasonable safeguards should be in place to protect such data against loss, theft, unauthorised access or inappropriate use. Further detailed information can be found in the Corporate IT Policy and procedure documents.


7.2 Use and security of digital information

Increasingly, Cairn relies upon information which is stored and processed on digital systems and networks such information is critical to the operation of the business and is, accordingly, a valuable company asset. All Employees must ensure that data is accessed in accordance with current IT security policies and processes and that confidential information relating to the Company, its Employees or customers is not downloaded or transmitted without appropriate authorisation.

Where an Employee identifies that data has been lost, misused, intercepted or otherwise misappropriated, this should be immediately reported to their line manager.


7.3 Dealing with the media

Any communications with the press or media are restricted to the Company's Corporate Communications Department, ExCo and others as permitted by ExCo from time to time. All Employees who receive a direct enquiry from the press or media have a duty immediately to forward any such enquiries to the Corporate Communications Department.

8. Reporting Misconduct

8.1 Introduction

This section deals with the reporting of suspicions or instances of misconduct and outlines Cairn's commitments in terms of such reporting. Reference should also be made to the Company's HR and Grievance procedures.


8.2 Duty to report

Where any Employee identifies a concern, or has a suspicion, in respect of any of the matters outlined in this Code, there is a duty to report that matter to the Company Secretary, Chief Internal Auditor, Chief Financial Officer and a senior functional head at ethicscounsellors@cairnindia.com.


8.3 Cairn’s commitment

Cairn does not tolerate fraud and misconduct.

Cairn is committed to the prevention, detection, investigation, and reporting of all matters of misconduct covered in this Code. Wherever possible, steps will be taken by the Company to recover losses arising from such incidents and to take appropriate action against the perpetrators of such actions.

When investigating incidents or suspicions of fraud or misconduct, Cairn will operate an investigatory process which is fair and impartial and respects the rights of the individual. That process may involve the precautionary suspension of an individual who is under suspicion pending the outcome of the investigation. Where an allegation is proven, the matter will be dealt with in terms of the Company disciplinary procedures.


8.4 Whistle Blower Policy

Cairn’s Whistle Blower Policy is designed to enable employees, consultants and contractors (“Individual“) to raise concerns internally at a sufficiently senior level and to disclose information which the Individual believes shows malpractice or wrongdoing which could affect the business or reputation of Cairn. No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a 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.

Concerns under the policy are to be raised to any of the Ethics Counsellors, namely the Company Secretary, Chief Internal Auditor, Chief Financial Officer and a senior functional head of Cairn. Any individual may also approach the CEO or Chairman of the Audit Committee of Cairn directly who has the right to refer the concern to the Ethics Counsellors or any other person. In the event that any of the Ethics Counsellors are the individual against whom the concern is raised, then the concern will be passed on to the CFO. For any concerns against the CEO or Chairman of Audit Committee of Cairn, the same will be passed on to the Chairman of the Board of Directors of Cairn, who will appoint an appropriate person to look into the concern.

All allegations which fall within the scope of fraud, financial malpractice, improper conduct or unethical behaviour, criminal activity, breach of company policy, health and safety and attempts to conceal any of these activities, will always be seriously considered and investigated. Reference should be made to Cairn's Whistle Blower Policy.


8.5 Confidentiality of information

Cairn and its professional advisors will treat all information received in relation to an allegation of suspected or actual fraud or misconduct in the strictest confidence. Details will not be disclosed to any other party unless there is a legitimate reason for doing so. Reference should be made to Cairn's Whistle Blower Policy.


8.6 Prosecution and reporting to third parties

Any decision to refer a matter to the appropriate authorities for prosecution, or to report to the relevant regulatory or professional body, will be made in conjunction with legal counsel and other internal and external advisors on a case‐by‐case basis.

iii) Responsibility

It is the responsibility of every Employee and Service Provider to abide by this Code both in substance and spirit.

iv) Exclusions

There are no exclusions to this Code. As stated above, the Code applies to all Employees and Service Providers of Cairn.

v) References

This Policy has to be referred to in conjunction, amongst others, with the following Polices of the Cairn:

  • Corporate Governance Policy
  • Whistle Blower Policy
  • Code for prevention of Insider Trading

vi) Date of next review of the Policy

This policy will be reviewed on or before – N/A

BREACH OF POLICY

Non‐compliance with the Code or non‐compliance with the Company's policies, procedures and standards may result in disciplinary action being taken in accordance with Cairn’s disciplinary procedure. With respect to Service Providers, it will be up to their employing organisation to take action in accordance with their own internal policies and procedures. Cairn expects such employing organisation to take effective disciplinary action and will not continue to work with organisations that fail to do so.

POLICY ADMINISTRATOR(S)

Name & designation of Administrator(s) Ethic Counsellors
e-mail address ethicscounsellors@cairnindia.com

FAQs

N/A

ANNEXURES

Appendix 1
Acknowledgment and Understanding of Code of Business Ethics

I acknowledge reviewing and understanding the standards and policies contained in this Code of Business Ethics. I also understand that there may be additional policies or laws specific to my job. I further agree to comply with the Code of Business Ethics in addition to any additional policies or laws specific to my job.

If I have any questions concerning the meaning or application of the Code of Business Ethics, any of the Company policies, or the legal and regulatory requirements applicable to my job, I am aware that I can consult my head of department or the Human Resources Department or the General Counsel of the Company or Company Secretary, with the belief that my questions or reports to these sources shall be maintained in confidence.

Further, I affirm the compliance of 'Code of Business Ethics' of Cairn India Group

Name

Designation

Signature

Date