HINDUSTAN PETROLEUM CORPORATION LIMITED
WHISTLE BLOWER POLICY
1.Preface:
• The Corporation believes in conducting its business in a fair and transparent
manner by adopting highest standards of professionalism, honesty, integrity and
ethical behavior. As such the Corporation endeavors to work against corruption
in all its forms including demand and acceptance of illegal gratification and abuse
of official position with a view to obtain pecuniary advantage for self or any other
person.
• Towards this end, the Corporation has framed and adopted Conduct, Discipline
and Appeal rules and Standing Orders which govern the conduct of Management
employees and workmen. The Vigilance dept. of the Corporation is also
empowered to initiate investigations on its own and act on complaints received
from public / employees, with regard to violation of Corporation’s rules and
procedures in the conduct of business.
• Any actual or potential violation of the Corporation’s rules, regulations and policy
governing the conduct of business is a matter of serious concern for the
Corporation. The Corporation is therefore committed to developing a culture
where it is safe for employees - officers and workmen to raise concerns about
instances if any, where such rules, regulations and policy are not being followed
in furtherance of business.
• Clause 49 of the Listing Agreement between listed companies and the Stock
Exchanges, inter-alia, provides as a non mandatory requirement for all listed
companies to establish a mechanism called “whistle blower policy” for employees
to report to the management concerns about unethical behavior, actual or
suspected fraud or violation of the company’s code of conduct or ethics policy.
This mechanism is also required to provide for adequate safeguards against
victimization of employees, who avail of the mechanism and for direct access to
the Chairman of the Audit Committee.
• The objective of this policy is to build and strengthen a culture of transparency
and trust in the organization and to provide employees – officers and workmen
with a framework / procedure for responsible and secure reporting of improper
activities (whistle blowing) and to protect employees wishing to raise a concern
about improper activity / serious irregularities within the Corporation.
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• The policy does not absolve employees - officers / workmen from their duty of
confidentiality in the course of their work. It is also not a route for taking up
personal grievance.
2.Definitions:
1. “Corporation” means Hindustan Petroleum Corporation Limited.
2. “Audit Committee” means the Audit Committee constituted by the Board of
Directors of the Company in accordance with Section 292A of the Companies
Act, 1956 and read with Clause 49 of the Listing Agreement with the Stock
Exchanges.
3. “Competent Authority” means the Chairman & Managing Director of the
Corporation and will include any person(s) to whom he may delegate any of his
powers as the Competent Authority under this policy from time to time.
4. “Employee” means a Management employee (officer) as defined in the
Conduct, Discipline and Appeal rules applicable to Management employees and
permanent workmen as defined in the applicable Standing Orders for Marketing
establishments / Mumbai Refinery and Visakh Refinery of the Corporation. and
includes a person on deputation to the Corporation.
5. “Improper Activity” means any activity by an employee of the Corporation that
is undertaken in performance of his or her official duty, whether or not that act is
within the scope of his or her employment, and that is in violation of any law or
the rules of conduct applicable to the employee, including but not limited to
abuse of authority, breach of contract, manipulation of company data, pilferage of
confidential / proprietary information, criminal offence, corruption, bribery, theft,
conversion or misuse of the Corporation’s property, fraudulent claim, fraud or
willful omission to perform the duty, or that is economically wasteful or involving
gross misconduct, incompetence or gross inefficiency and any other unethical
biased favoured or imprudent act.
Activities which have no nexus to the working of the Corporation and are purely
of personal nature are specifically excluded from the definition of Improper
Activity.
6. “Investigators” mean those persons authorized, appointed, consulted or
approached by the Chairman & Managing Director / Competent Authority in
connection with conducting investigation into a protected disclosure and includes
the Auditors of the Corporation.
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7. “Protected Disclosure” means any communication made in good faith that
discloses or demonstrates information that may evidence unethical or “Improper
Activity”.
8. “Service Rules” means the Conduct, Discipline and Appeal rules in case of
Management employees and the applicable Standing Orders in case of
employees other than Management employees.
9. “Subject” means an employee - officer / workmen against or in relation to whom
a Protected Disclosure has been made or evidence gathered during the course
of an investigation.
10. “Whistle Blower” means and Employee making a Protected Disclosure under
this policy.
3.Eligibility:
All employees of the Corporation are eligible to make “Protected Disclosures”.
4.Guiding Principles:
1. Protected disclosures are acted upon in a time bound manner.
2. Complete confidentiality of the Whistle Blower is maintained
3. The Whistle Blower and / or the person(s) processing the Protected
Disclosure are not subjected to victimization.
4. Evidence of the Protected Disclosure is not concealed and appropriate action
including disciplinary action is taken in case of attempts to conceal or destroy
evidence.
5. Subject of the Protected Disclosure i.e person against or in relation to whom a
protected disclosure has been made, is provided an opportunity of being
heard.
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5.Whistle Blower – Role & Disqualifications:
A) Role
1. The Whistle Blower’s role is that of a reporting party with reliable information.
2. The Whistle Blower is not required or expected to conduct any investigations
on his own.
3. The Whistle Blower does not have any right to participate in investigations.
4. Protected Disclosure will be appropriately dealt with by the Competent
Authority.
5. The Whistle Blower shall have a right to be informed of the disposition of his
disclosure except for overriding legal or other reasons.
B) Disqualifications:
1. Genuine Whistle Blowers will be accorded protection from any kind of unfair
treatment / victimization. However, any abuse of this protection will warrant
disciplinary action.
2. Whistle Blowers, who make any Protected Disclosures, which have been
subsequently found to be motivated or malafide or malicious or frivolous,
baseless or reported otherwise than in good faith, will be liable for disciplinary
action as per the applicable Service Rules.
3. Whistle Blowers, who make three Protected Disclosures, which have been
subsequently found to be malafied, frivolous, baseless, malicious or reported
otherwise than in good faith, will be disqualified from reporting further
Protected Disclosure under this policy.
6. Procedures - Essentials and handling of Protected Disclosure:
1. The Protected Disclosure / Complaint should be attached to a letter bearing the
identity of the whistle blower / complainant i.e. his/her Name, Employee Number
and Location, and should be in a closed / secured / sealed envelope
addressed to the Competent Authority which should be superscribed
“Protected Disclosure”. (If the envelope is not superscribed and closed /
sealed / secured, it will not be possible to provide protection to the whistle blower
as specified under this policy).
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2. If the Whistle Blower believes that there is a conflict of interest between the
Competent Authority and the whistle blower, he may send his protected
disclosure directly to the Audit Committee of the Board of Directors of the
Corporation c/o the Company Secretary.
3. Anonymous or pseudonymous protected disclosure shall not be entertained.
4. Protected Disclosure should either be typed or written in legible hand writing in
English, Hindi or Regional language of the place of employment of the whistle
blower and should provide a clear understanding of the Improper Activity
involved or issue / concern raised. The reporting should be factual and not
speculative in nature. It must contain as much relevant information as possible
and should help in initial assessment and investigation.
5. Protected Disclosures should be factual and not speculative or in the nature of a
conclusion, and should contain as much specific information as possible to allow
for proper assessment of the nature and extent of the concern.
6. Investigations into any improper activity which is the subject matter of an inquiry
or order under the Public Servants’ Inquiries Act, 1850 or under the Commissions
of Inquiry Act, 1952 will not come under the purview of this policy.
7. Investigations and Role of Investigators:
On receipt of Protected Disclosure, the Competent Authority shall detach the covering
letter and verify / confirm the authenticity of the Whistle Blower. On receipt of
confirmation, the protected disclosure may be forwarded to the investigators for
investigation.
A)Investigation:
1. Investigations will be launched only after a preliminary review by the Competent
Authority which establishes that;
i) The alleged act constitutes an improper or unethical activity or
conduct, and
ii) The allegation is supported by information specific enough to be
investigated or in cases where the allegation is not supported by
specific information, it is felt that the concerned matter deserves
review.
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2. If the Competent Authority determines that an investigation is not warranted,
reason(s) for such determination shall be recorded in writing.
3. If the Competent Authority is prima facie satisfied that the Protected Disclosure
warrants investigation of the alleged improper activity, Competent Authority will
direct appropriate investigating machinery of the Corporation to investigate the
matter.
4. The decision to conduct an investigation taken by the Competent Authority is by
itself not to be construed as an accusation and is to be treated as a neutral fact-
finding process.
5. The identity of a Subject and the Whistle Blower will be kept confidential to the
extent possible given the legitimate needs of law and the investigation.
6. Subjects will normally be informed of the allegations at the outset of a formal
investigation and will be given opportunities for providing their inputs during the
investigation.
7. Subjects shall have a duty to co-operate with the Competent Authority or any of the
Investigators during investigation to the extent that such co-operation will not
compromise self-incrimination protections available under the applicable laws.
8. Subjects have a responsibility not to interfere with the investigation. Evidence shall
not be withheld, destroyed or tampered with, and witnesses shall not be influenced,
coached, threatened or intimidated by the Subjects.
9. Unless there are compelling reasons not to do so, Subjects will be given the
opportunity to respond to material findings contained in an investigation report. No
allegation of wrongdoing against a Subject shall be considered as maintainable
unless there is good evidence in support of the allegation.
10. Subjects have a right to be informed of the outcome of the investigation.
11. The investigation shall be completed normally within 45 days of the date of receipt
of the protected disclosure or such extended period as the Competent Authority
may permit for reasons to be recorded.
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B) Role of Investigators:
1. Investigators are required to conduct a process towards fact-finding and analysis.
Investigators shall derive their authority from Audit Committee / Competent
Authority when acting within the course and scope of their investigation.
2. All Investigators shall perform their role in an independent and unbiased manner.
Investigators have a duty of fairness, objectivity, thoroughness, ethical behavior and
observance of professional standards.
8.Protection:
The identity of the Whistle Blower shall be kept confidential
1. No unfair treatment will be meted out to a Whistle Blower by virtue of his/her
having reported a Protected Disclosure under this Policy.
2. Complete protection, will be given to Whistle Blowers against any unfair practice
like 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.
3. If the Whistle Blower is required to give evidence in criminal or disciplinary
proceedings, arrangements will be made for the Whistle Blower to receive
advice about the procedure. Expenses incurred by the Whistle Blower in
connection with the above, towards travel etc. will be reimbursed as per normal
entitlements.
4. A Whistle Blower may report any violation of the above clause to the Competent
Authority who shall investigate into the same and take corrective action as may
be required.
5. Any other Employee assisting in the said investigation shall also be protected to
the same extent as the Whistle Blower.
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9.Action:
1. If the Competent Authority is of the opinion that the investigation discloses the
existence of improper activity which is an offence punishable in law, the
Competent Authority may direct the concerned authority to take disciplinary
action under the provision of applicable Service Rules and / or initiate action
under applicable statutory provisions.
2. If the Competent Authority is of the opinion that the investigation discloses the
existence of improper activity which warrants disciplinary action against the
subject employee(s), the Competent Authority shall report the matter to the
concerned Disciplinary Authority for appropriate disciplinary action.
3. If the Competent Authority is satisfied that the protected disclosure is false,
motivated or vexatious, the Competent Authority may report the matter to the
concerned Disciplinary Authority for appropriate disciplinary action against the
whistle blower.
4. The Competent Authority shall take such other remedial action as deemed fit to
remedy the improper activity mentioned in the protected disclosure or to prevent
the re-occurrence of such improper activity.
5. If the Competent Authority is of opinion that the investigation discloses that no
further action on the protected disclosure is warranted, he shall so record in
writing.
10.Reporting and Review:
1. The Competent Authority shall submit a quarterly report of the protected disclosures,
received and of the investigation conducted, and of the action taken to the Audit
Committee of the Board of Directors of the Corporation.
2. The Audit Committee shall have power to review any action or decision taken by the
Competent Authority.
11.Amendments:
This policy can be modified or repealed at any time by the Board of Directors of the
Corporation.
05.08.09
