Code of Conduct

ESDS Code of Conduct

ESDS Code of Conduct

Introduction

ESDS's business success is directly linked to its integrity in dealing with customers, suppliers, employees and governments. In order to be valued, we must be trusted. The highest order of ethical conduct has and continues to be the very foundation of our enterprise. The following statement of business philosophy and objectives applies to all facets of ESDS's business. This Code of Business Conduct

Adherence to this Code is the responsibility of each member of the Management (the "Mgmt"), offic er and employee (individually, a "ESDS Person"; collectively, "ESDS Personnel") and is a condition of continued service or employment. Every director, officer and employee is to comply with this Code, to raise questions when in doubt about the best course of action, and to report possible misconduct promptly after becoming aware of it. Unless a particular provision of this Code directs otherwise, employees are to raise questions with their supervisor, the Human Resources Department, or the Management Team.

Information about how to report possible misconduct is set forth under “Compliance” below.

In addition to the principles discussed here, there are specific policies and procedures that apply when dealing with financial matters, proprietary information, and employment and other issues. ESDS Personnel are to familiarize themselves with these policies and guidelines as well, all of which are explained in ESDS's Policies & Procedures Manual. When we refer to "ESDS" below, we are referring to ESDS and its subs idiaries collectively.

Compliance with Laws

It is ESDS’s policy to conduct its business in accordance with all applicable laws, rules and regulations wherever ESDS does business. ESDS expects all ESDS Personnel to carry out their responsibilities on beha lf of ESDS in accordance with the law and to refrain from illegal conduct. No individual is expected to know the details of all applicable laws, but individuals have an obligation to be knowledgeable about specific laws, rules and regulations that apply to their areas of responsibility. To the extent that provisions of local law are more restrictive than this Code, ESDS Personnel are to follow the more restrictive provisions. To the extent any provision of this Code is expressly prohibited by the laws of a particular jurisdiction in which ESDS does business, the laws of that jurisdiction will prevail within that jurisdiction. Individuals who have questions about whether particular circumstances may involve illegal conduct, or about specific laws that may apply to their activities, are to contact the HR Department.

Integrity and Confidentiality of Assets and Information

Confidential Information -

ESDS assets are more than physical assets and equipment. They include technology and concepts, valuable ideas, trade secrets, and business and product plans, as well as other information about our businesses. ESDS Personnel have a responsibility to protect the confidentiality of all information they receive, from whatever source, while employees or Management team of ESDS. This includes information received from or relating to third parties with which ESDS has or is contemplating a relationship, such as suppliers, customers or affiliates. All ESDS Personnel must protect the confidentiality of confidential information, use this information only for business purposes, and limit the dissemination of confidential information to those (both inside and outside ESDS) who have a need to know the information for business purposes. Confidential information received from third parties is to be used only for the specific purpose for which it was disclosed and handled consistent with the terms of any applicable non -disclosure agreement.

Protection and Proper Use of Company Assets -

ESDS Personnel have a responsibility to protect ESDS's assets from damage, destruction, theft or unauthorized use.

  • Accurate Reporting and Public Disclosure - Our integrity as a company depends upon the integrity of each ESDS Person. As a result, it is imperative that all reports of any kind (including customer billing, time reported, expense reports, hours worked, sales reports, etc.) be completed accurately and honestly. Dishonesty or intentional inaccuracy in reporting expenses or hours worked is not only a violation of ESDS policy, it is illegal. Additional information about the responsibility to keep accurate books and records is set forth under “Business and “Accounting Practices” below.
  • ESDS Personnel are responsible for the accurate and complete reporting of financial information within their respective areas of responsibility and for the timely notification to the Manager responsible for their organization of significant transactions, trends and other financial or non-financial information that may be material to ESDS. Reports and documents that ESDS files with or furnishes to any statutory body, and other public communications, should contain full, fair, accurate, timely and understandable disclosure.
  • Projections of future performance are to be provided only by senior management. All inquiries from securities or financial analysts or brokers involving requests for specific or detailed company information are to be directed to the Chief Executive Officer.
  • Employee Information - ESDS only collects, uses and maintains employee information that is required for business or legal reasons. ESDS provides employees access to their personnel files. ESDS does not release employee information without the approval of the employee affected except to verify employment or to satisfy legitimate investigatory or legal requirements.

Conflicts of Interest

A conflict of interest is any activity or interest that is inconsistent with or opposed to, or appears to be inconsistent with or opposed to, the best interests of ESDS. This may include an activity or interest of a family member or an organization with which a ESDS Person has a significant relationship.

The following are examples of conflicts of interest to be avoided:

  • Interests in Other Businesses – Circumstances in which ESDS Personnel have a direct or indirect financial interest in a transaction to which ESDS is a party or any present customer, competitor or supplier that could cause divided loyalty or the appearance of divided loyalty.
  • Independent Associations - ESDS expects employees to devote their full business time and attention to ESDS. Therefore, employees are not to engage in outside work either for their own account (e.g., as a consultant) or for any third party without prior written approval from the Human Resources Department or the Office of the CEO. Under no circumstances is outside employment by any employee to lessen his or her interest in, or efficiency, alertness or productivity with respect to, ESDS.
  • Gifts and Other Gratuities - No ESDS Person or family member of a ESDS Person is to accept material gifts or gratuities or other favoured treatment from any person associated with a present or prospective customer, competitor or supplier of ESDS. Good judgement is to be exercised in the acceptance of business gifts, lunches, dinners and entertainment. These activities must be consistent with company policies and for the express purpose of enhancing a business relationship. Similarly, no ESDS Person is to give money or gifts of material value to a customer, prospective customer, competitor or supplier if it reasonably could be viewed as being done to gain an unfair business advantage. If you are uncertain whether a gift is questionable or improper, consult with the Office of the General Counsel or your supervisor.
  • Family - No ESDS Person is to conduct business involving ESDS with a person to whom he or she is related by blood or marriage, or a business organization in which an individual to whom such ESDS Person is related by blood or marriage has a significant or controlling interest.
  • Loans - ESDS is not to extend credit to any of its executive officers or directors if the extension of credit would violate applicable law or regulations. A conflict of interest or potential conflict of interest may be resolved or avoided if it is appropriately disclosed and approved. In some instances, disclosure may not be sufficient and ESDS may require that the conduct in question be stopped or that actions taken be reversed where possible. Any situation, transaction or relationship that may give rise to an actual or potential conflict of interest must be disclosed to the Office of the CEO. Employees are to report actual or potential conflicts to the CEO and members of the Management Team who would take an action as appropriate.

Corporate Opportunities

ESDS Personnel are not to:

  • take for themselves personally business opportunities that are discovered through the use of ESDS property or information or their position with ESDS;
  • use ESDS property, information or their position with ESDS for personal gain; or
  • compete with ESDS for business opportunities; provided, however, that if, after disclosure of all material facts, a determination is made that it will not be adverse to the interests of ESDS for an individual to pursue a business opportunity, the individual may do so.

This determination is to be made:

(i)   in the case of directors and executive officers, by the disinterested members of ESDS’s Management Team or another body of disinterested directors to whom the determination is delegated;

(ii)   in the case of all other employees, by, and upon the written consent of, the Chief Executive Officer or the Management Team.

We prohibit any trading (purchase or sale) of securities by a person while in possession of material, non-public information (i.e., information not publicly announced that could reasonably be expected to be important to a person making a decision to trade in such securities). Communicating non-public information to another person who then bases a trade on such information, or suggesting that another person trade in a company’s securities at a time when you have material, non-public information about the company, are also prohibited under the insider trading laws. Individuals who violate the insider trading laws are potentially liable for civil damages, as well as criminal fines and imprisonment, and companies may face civil penalties for insider trading violations by their employees and other agents.

To avoid serious civil and criminal liability, all ESDS Personnel are to comply with the following rules:

  • In all cases in which a ESDS Person is in possession of material, non-public information regarding ESDS or any other publicly traded company (such as customers), that ESDS Person must refrain from trading or recommending a purchase or sale of ESDS stock or other securities (or any derivative security) or the stock or other securities of the other publicly traded company until such information has been p ublicly disclosed and adequately disseminated.
  • All ESDS Personnel are to keep confidential all non-public information they possess regarding ESDS or any other publicly traded company prior to its public disclosure.
  • Any ESDS Person who is considering a transaction involving ESDS or any other publicly traded securities and who feels that he or she may have possession of material, non-public information is to consult with the CEO.
  • One cannot apply to any open position in ESDS till the time his/her contract is over.

Health, Safety, and Environmental Policy

  • External Environment - ESDS is committed to conducting its business activities and operations in a manner that promotes protection of people and the environment. ESDS maintains an environmental compliance program to foster compliance with all environmental laws and regulations, as well as corporate policies and operating instructions.
  • Internal Environment - ESDS endeavours to provide its employees a workplace free from recognized chemical and physical hazards that are reasonably likely to cause harm, and complies with the laws and regulations governing safety in those jurisdictions in which its sites are located.
  • Fair Dealing - ESDS aims to succeed through fair and honest competition. ESDS seeks superior performance, but never through unethical or illegal business practices. ESDS Personnel are to deal fairly with ESDS's customers, suppliers, competitors and employees.

Employment Practices

  • Discrimination - In keeping with our commitment to the communities in which we do business, ESDS is an equal opportunity employer. ESDS does not discriminate against qualified applicants or employees with respect to any terms or conditions of employment based on race, colour, national origin, ancestry, sex, sexual orientation, age, religion, creed, physical or mental disability, medical condition, marital status, military service status, or any other characteristic protected by state or federal law or local ordinance. Further, when necessary, ESDS attempts to reasonably accommodate employees and applicants with disabilities if the individual is otherwise qualified to safely perform all of the essential functions of the position. Any employee who witnesses discrimination or believes he or she has been discriminated against is to notify his/her Human Resources representative immediately. Any employee who is found to have discriminated against another employee as described above is subject to discipline up to and including termination.
  • Harassment - ESDS is committed to providing a work environment free of harassment. Harassment of any kind is prohibited, including harassment on the basis of sex, race, colour, religion, gender, age, mental or physical disability, medical condition, national origin, marital status, veteran status, sexual orientation, or any other characteristic protected under state law or local ordinance.

No individual will suffer any reprisals or retaliation for reporting any incidents of harassment, or perceived harassment, for making any complaints of harassment or for participating in any investigation of incidents of harassment or perceived harassment. If you believe you have witnessed some form of harassment in a job -related activity, or believe you have been the victim of harassment, notify your supervisor or Human Resources representative immediately or email at [email protected]

Payment Practices

In order to comply with the The Prevention Of Corruption Act, 1988, ESDS Personnel are to observe the following rules:

  • Business and Accounting Practices - ESDS Personnel must adhere to the legal requirements of each country in which ESDS conducts business and employ the highest ethical standards. No undisclosed or unrecorded ESDS fund or asset is to be established for any purpose, and no false or misleading entries are to be made in ESDS's books or records. No payment on ESDS's behalf is to be made without adequate supporting documentation, or made for any purpose other than as described in such documents. ESDS Personnel are to comply with ESDS's internal control policies at all times.
  • Questionable Payments - With the exception of certain regulatory fees set by the government and "facilitating payments", all payments, promises to pay, or offers of payment for any thing of value to any foreign official, political party or official thereof from either ESDS or private funds in furtherance of ESDS business are prohibited. Where, in accordance with the practice and custom of a particular jurisdiction, the payment of a nominal sum ("facilitating payments") must be made in order to induce an official of a foreign government to perform an act which the official would be required to perform in any event, such payment is not prohibited. These facilitating payments must be properly documented and recorded in ESDS's financial records.
  • Political Contributions - ESDS does not make any contributions or payments to political parties, candidates, or initiative or referendum campaigns, unless such payments are permitted by law and approved by the Chief Executive Officer. This restriction is not intended to discourage ESDS Personnel from making individual contributions to, or being involved with candidates, parties, initiative referenda or political committees of their choice as private individuals. Such involvement, however, is to be on a ESD S Person’s own time and at his or her own expense and can in no way indicate ESDS's approval or endorsement of such activity.
  • Fraud and False Statements - ESDS Personnel must not engage in embezzlement, bribery, misappropriation or conversion of property, false statements to the government, or any fraudulent, deceptive or corrupt conduct, with respect to ESDS, its customers, suppliers, contractors, or anyone else with whom ESDS has business associations.

Conduct in Office

Following are some guidelines which all the employees of ESDS are bound to follow in ESDS Premises-

  • Office Timings: ESDS operates in following shifts and all the employees are bound to adhere to their shift timings -

    1.  1st Shift – 8:00 AM to 5 PM

    2.  2nd Shift – 12 PM to 9 PM

    3.  3rd Shift – 3 PM to 12: AM

    4.  4th Shift – 12 AM to 8 : AM

    All the employees are requested to confirm their shift timings and weekly off's from their supervisors at the start of the month. Employees who are often found to be late on their shifts are liable for a disciplinary acti on against them.
  • Workstation: Employees are responsible for maintaining the cleanliness of their workstations.

    1.  Each workstation is required to be kept neat and clean at all times. In case they have not been cleaned, the Housekeeping should be informed immediately. In case unsolicited material is lying around, it has to be immediately handed over to respective Manager

    2.  Employees are not permitted to eat on their workstations.

    3.  Employees are not allowed to borrow items from other workstations like headsets, keyboard, mouse etc.

  • Conference rooms, Meeting rooms : Conference rooms, meeting rooms, and any common area should also be very clean and orderly. For better utilization and avoidance of confusion against the guests, conference rooms should be booked in advance through the supervisor's or Admin Department. Please ensure that all material carried for meetings are removed immediately after the meeting is over.
  • Smoking : Smoking inside the office premises is strictly prohibited. Employees are requested to step out of the premises in-case they want to smoke. Anyone found to smoking on the premises of ESDS is liable for disciplinary action.
  • Visitors : Visitors are not allowed on the floors, without prior approval from the Supervisor/Management Team. You are requested to meet the visitors in the reception area or the areas specified for the same.
  • Personal Belongings : Employee’s personal belongings like – I pods, mp3 players, stereo, camera, CDs, floppies, laptops, USB drives, camera phones etc. being brought to the company premises are not allowed inside work floor. Company is not liable in-case of theft of personal belongings like mobile, jewellery, money, debit/credit cards, wallets etc. ESDS reserves the right to check the belongings of an employee before he/she leaves the premises.
  • Discipline: To work successfully with others in a productive atmosphere, it is advisable to conduct yourself in compliance with long-established conventions. This helps to generate confidence, respect and cooperation amongst those you work with or work for.
  • ID Cards: It is mandatory to wear ID cards visibly. In case of loss of ID card, employees should report the same to HR team.
  • Mobile Phones on the Floor: Employees are requested to restrict their personal calls during office hours. They are also discouraged to receive their calls on their workstations, they should move to common areas like reception, conference rooms etc as their calls may disturb people sitting around their workstations. Employees should put their mobiles on Silent Mode as soon as they enter the Work Floor.
  • Change in Personal Coordinates: It is essential that all employees keep HR Department informed of any changes in their personal coordinates like residential address, telephone numbers, changes in family status, etc.
  • Dress Code: As a member of ESDS family, it is essential that you dress in a manner befitting a professional. The dress code for office from Monday to Friday is Business Formals / Business Casuals. Business Casuals must be simple and sober colours without an embroidery designs on it. No T-Shirts and Denims will be allowed.

Antitrust

Competition laws and regulations throughout the world are designed to foster a competitive marketplace and prohibit activities that restrain trade. Generally, actions taken in combination with other companies that restrain competition may violate the antitrust laws. Certain antitrust violations involving agreements with competitors are crimes and can result in large fines and prison terms for the individuals involved. In addition, actions taken by an individual company in market segments in which it has a particularly strong position may violate competition laws if they have the effect of excluding competition through unfair means. ESDS's success depends on competing independently and fairly at all times. ESDS competes vigorously but within the bounds of fair competition. You are to be attentive to the following types of practices:

  • You are not to enter into any arrangements or understandings with competitors or potential competitors concerning prices, terms or conditions of sale or license, sales or marketing practices or plans, or R&D plans.
  • Participation in a standard-setting organization or similar organization is to be approved in advance by the CEO. When representing ESDS in a standard-setting organization or similar organization, you are to adhere to the rules and by-laws of the organization, including rules affecting intellectual property disclosure.
  • Participation in trade associations, seminars, standard-setting organizations, or other industry groups is not to be used as, or even appear to be used as, an occasion for any discussion of competitive policies or practices.
  • In connection with any collaborative activities with other Web Hosting or companies that otherwise may compete with ESDS in any part of its business, including strategic alliances or joint ventures, all discussions are to be limited to the specific projects in which the companies are collaborating and avoid any discussion of areas in which the other company is a competitor.
  • You are not to enter into any arrangements or understandings with a particular competitor to not deal with a particular customer or supplier.
  • You are not to enter into any arrangements or understandings with a supplier or customer to not deal with a ESDS competitor.
  • You are not to enter into agreements or understandings that control the prices charged by a distributor.
  • If you have any questions concerning the propriety of any business practice, consult with the CEO.

Procurement Policy

Restricting a supplier from selling its products or services (unless proprietary to ESDS) to ESDS's competitors or other third parties may be illegal under some circumstances. Requiring a supplier to buy ESDS products in return for ESDS's purchases may also be illegal under some circumstances, although ESDS may otherwise attempt to sell ESDS products to its suppliers Thus, restrictions on sales to competitors or requiring reciprocal purchases must first be cleared by the CEO.

Confidential or proprietary information is not to be accepted from or released to a supplier unless a written agreement regarding any restrictions on use of disclosure has been executed. Employees are not to discuss the problems or weaknesses of one supplier with another.

Other Unethical or Disreputable Activity

In addition to the above, ESDS Personnel are not to engage in any unethical or other conduct that could besmirch, whether directly or indirectly, the reputation of ESDS or any of its affiliates.

Compliance

Admittedly no summary of guidelines for ethical business conduct can cover every situation. The absence of a guideline covering a particular situation does not relieve ESDS Personnel from the responsibility to operate with the highest ethical standards of business conduct. Each of us is responsible for his or her actions.

  • Raising Questions - Do not hesitate to seek guidance and assistance regarding compliance with this Code. Unless a particular provision of this Code directs otherwise, employees are to raise questions with their supervisor, their Human Resources representative, or the CEO.
  • Reporting Possible Misconduct - Each ESDS Person has the responsibility to report possible misconduct, including unethical business practices, violations of this Code and apparent or suspected illegal activities. Employees are to report potential misconduct to the CEO or to any member of Management Team. In case a report concerns a Management Team member of the Company, the CEO should be notified immediately.
  • No Retaliation - No individual will suffer any reprisals or retaliation for reporting in good faith any possible misconduct or for participation in any investigation of possible misconduct. Management Team is responsible for overseeing compliance with this Code with respect to the employees within their organizations and for promptly referring possible misconduct to the CEO for investigation.
  • The HR Department is responsible for investigation of possible misconduct, and in-case a violation of this Code exists, appropriate corrective and disciplinary action is to be taken. Such action may include one or more of the following measures, as appropriate: (i) counseling; (ii) a warning; (iii) a reprimand noted in the ESDS Person's personnel file; (iv) probation; (v) change, including reassignment, in job responsibilities, compensation, authority and/or title; (vi) temporary suspension, with or without pay; (vii) termination of employment or other relationship with ESDS; (viii) reimbursement of losses or damages resulting from the violation; or (ix) referral for criminal prosecution or civil action.

Integrity is the foundation of our business. Each of us must insist that we as individuals, and ESDS as a comp any, attain the highest ethical standards of business conduct.

Waivers

ESDS does not expect to grant waivers of this Code except in very limited circumstances.Any waiver by ESDS of any provision of this Code with respect to any member of the Management Team is to be made only by CEO, after disclosure of all material facts by the individual seeking the waiver. ESDS shall disclose any such waiver with respect to a member of Management Team in accordance with applicable law. Any waivers for other individuals a re to be granted only by the Chief Executive Officer or any person nominated by the CEO.

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