Letter from the Chief Executive Officer
Conflicts of Interest
Confidential Information and Information Security
Competition and Fair Dealing
Protection and Use of Company Assets
Gifts and Entertainment
Accuracy of Financial Reports and Other Public Communications
Compliance with Laws and Regulations
Compliance with Insider Trading Laws
Public Communication and Selective Disclosure
LETTER FROM THE CHIEF EXECUTIVE OFFICER
To all Directors, Officers and Employees of WNS (Holdings) Limited and its subsidiaries:
WNS (Holdings) Limited is dedicated to conducting its business consistent with the highest standards of business ethics. We have an obligation to our employees, shareholders, customers, suppliers, community representatives and other business contacts to be honest, fair and forthright in all of our business activities.
As a director, officer or employee of the Company or its subsidiaries, you are faced every day with a number of business decisions. It is your personal responsibility to uphold the Company’s high standards of business ethics in each and every one of these situations. It is not possible for our Code of Business Ethics and Conduct (the “Code”) to address every situation that you may face. If you use your good business judgment and conduct yourself in proper and fair manner, your business decisions or conduct at work are not likely to raise ethical issues. When you are faced with an ethical issue, we hope that this Code will serve as a guide to help you make the right choice.
We encourage you to take this opportunity to review our policies and to discuss any questions you may have with your supervisor or with Human Resource Department or the Legal Department directly. The guidelines set out in this Code are to be followed at all levels of this organization by our directors, officers and employees. We rely on you to uphold our core values and conduct our business honestly, fairly and with integrity and make our work environment free of any harassment or unlawful discrimination.
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This Code of Business Ethics and Conduct contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics and sets up the mechanism to address employee grievances, complaints of harassment, including sexual harassment, and unlawful discrimination. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, we adhere to these higher standards.
This Code applies to all directors, officers, and employees of the Company and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “Company” in this Code) on a global basis. We refer to all persons covered by this Code as “Company employees” or simply “employees.” We also refer to our Chief Executive Officer, our Chief Financial Officer and our principal accounting officers and controllers as our “principal financial officers.” References to “supervisor” in this Code are to an officer of the Company holding the position of Senior Vice President or above. To the extent possible the provisions of this Code would apply to all Company Vendors and their employees. While extending the provisions of this Code to vendors all reference of employees be substituted with that of Vendor or its employees working directly or indirectly with the employees of the Company.
Seeking Help and Information
This Code is not intended to be a comprehensive rulebook and cannot address every situation that you may face. If you feel uncomfortable about a situation or have any doubts about whether it is consistent with the Company’s ethical standards or if you observe any unlawful discrimination, harassment, financial impropriety or any violation of the Company’s policy and procedures, we encourage you to contact your supervisor for help first. If your supervisor cannot answer your question or if you do not feel comfortable contacting your supervisor, contact the Human Resource Department or the Legal Department. You may also seek help from or submit information to the Company by writing to the Company at the email address “email@example.com. ”
Reporting Violations of the Code
All employees have a duty to report any known or suspected violation of this Code, including any violation of the laws, rules, regulations or policies and procedures that apply to the Company. The Company’s policies and procedures apply to and are available to all employees of the Company. For more information, please log on to the intranet at http://wnsintranet/intranet02/codeofconduct/coc.asp (for India employees) or refer to your staff handbook or staff engagement agreement or appointment letter (for non-India employees) or contact your Human Resource or Legal Departments. If you know of or suspect a violation of this Code, immediately redressal forum as listed below which will work with you and your supervisor to investigate your concern. If you do not feel comfortable reporting the conduct to your supervisor or you do not get a satisfactory response, you may contact the Chief People Officer or General Counsel directly. You may also directly report known or suspected violations of the Code to the Company as follows:
- for violations of a financial nature, including accounting, internal
accounting controls, fraud or audit matters, email firstname.lastname@example.org;
- for discrimination or non-sexual harassment or any other grievance and/or
violations of the Code or the Company's policies and procedures, email
- for sexual harassment, email email@example.com; or
- in case you have any query or doubt regarding the applicability of this
Code, email firstname.lastname@example.org.
Employees submitting the query or complaint will need to submit such information as may be required under our Policy of Prevention of Unlawful Discrimination and Harassment, our Policy on Grievance Redressal, or our Whistleblower Policy, as applicable, which are available on the intranet at http://wnsintranet/intranet02/codeofconduct/coc.asp. You may also contact the Legal Department for a copy of these policies. All reports of known or suspected violations of the law or this Code will be handled sensitively and with discretion. The Company will use reasonable efforts to conduct the investigation in a manner that protects the confidential and anonymous reporting of your concerns pursuant to this Code, consistent with law and the Company’s need to investigate your concern.
It is Company policy that any employee who violates this Code or any policy or procedure made pursuant to this Code will be subject to appropriate discipline, which may include termination of employment. This determination will be based upon the facts and circumstances of each particular situation. An employee accused of violating this Code will be given an opportunity to present his or her version of the events at issue prior to any determination of appropriate discipline Employees who violate the law or this Code may expose themselves to substantial civil damages, criminal fines and prison terms in accordance with applicable laws, as well as face disciplinary action by the Company, including termination of their employment. The Company may also face substantial fines and penalties and many incur damage to its reputation and standing in the community. Your conduct as a representative of the Company, if it does not comply with the law or with this Code, can result in serious consequences for both you and the Company.
Policy Against Retaliation
The Company prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. Any reprisal or retaliation against an employee because the employee, in good faith, sought help or filed a report will amount to gross misconduct which is subject to disciplinary action, including potential termination of employment.
Waivers of the Code
Waivers of this Code for employees may be made only by an executive officer of the Company. Any waiver of this Code for our directors, executive officers or other principal financial officers may be made only by our Board of Directors and will be reported to our Audit Committee at its quarterly meetings. In addition, any such waiver will be disclosed to the public as required by law or the rules of the New York Stock Exchange (NYSE).
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CONFLICTS OF INTEREST
Identifying Potential Conflicts of Interest
A conflict of interest can occur when an employee’s private interest interferes, or appears to interfere, with the interests of the Company as a whole. You should avoid any private interest that influences your ability to act in the interests of the Company or that makes it difficult to perform your work objectively and effectively.
Identifying potential conflicts of interest may not always be clear-cut. The following situations are examples of conflicts of interest:
Disclosure of Conflicts of Interest
- Outside Employment. No employee should be employed by, serve as a
director of, or provide any services to a company that is a customer,
supplier or competitor of the Company.
- Improper Personal Benefits. No employee should obtain any material (as to him or her) personal benefits or favors because of his or her
position with the Company. Please see "Competition and Fair Dealing" and "Gifts and Entertainment" below for additional guidelines in this area.
- Financial Interests. No employee should have any financial interest (ownership or otherwise) in any company that is a customer, supplier or competitor of the Company.
- Loans or Other Financial Transactions. No employee should obtain loans or guarantees of personal obligations from, or enter into any
other personal financial transaction with, any company that is a material customer, supplier or competitor of the Company. This guideline does not prohibit arms-length transactions with banks, brokerage firms or other transactions.
- Service on Boards and Committees. No employee should serve on a board of directors or trustees or on a committee of any entity (whether profit or not-for-profit) whose interests reasonably would be expected to conflict with those of the Company.
- Actions of Family Members. The actions of family members outside the workplace may also give rise to the conflicts of interest described above because they may influence an employee’s objectivity in making decisions on behalf of the Company. For purposes of this Code, “family members” include your spouse or life-partner, brothers, sisters and parents, in-laws and children whether such relationships are by blood or adoption and any person living in the same household, including friends and relatives.
The Company requires that employees disclose any situations that reasonably would be expected to give rise to a conflict of interest. If you suspect that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it to your supervisor or the Legal Department. Your supervisor and the Legal Department will work with you to determine whether you have a conflict of interest and, if so, how best to address it. Although conflicts of interest are not automatically prohibited, they are not desirable and may only be waived as described in “Waivers of the Code” above.
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As an employee of the Company, you have an obligation to advance the Company’s interests when the opportunity to do so arises. If you discover or are presented with a business opportunity through the use of corporate property, information or because of your position with the Company, you should first present the business opportunity to the Company before pursuing the opportunity in your individual capacity. No employee may use corporate property, information or his or her position with the Company for personal gain and no employee should compete with the Company.
You should disclose to your supervisor the terms and conditions of each business opportunity covered by this Code that you wish to pursue. Your supervisor will contact the Legal Department and the appropriate management personnel to determine whether the Company wishes to pursue the business opportunity. If the Company waives its right to pursue the business opportunity, you may pursue the business opportunity on the same terms and conditions as originally proposed and consistent with the other ethical guidelines set forth in this Code.
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CONFIDENTIAL INFORMATION AND INFORMATION SECURITY
Employees have access to a variety of confidential information while employed at the Company. Confidential information includes all information that is internally generated by the Company concerning the business of the Company. It may also include information obtained from sources outside the Company, including information about other companies or their securities. Confidential information includes all non-public information that might be of use to competitors, or, if disclosed, harmful to the Company or its customers, including, but not limited to information, financial, technical or otherwise, ideas, concepts, know-how, data, reports, methodologies, procedures, intellectual property information, trade secrets, compilations, studies, projections, forecasts, records, information pertaining to employees, vendors and customers, and other materials (in whatever form maintained, whether documentary, computerized, electronic, oral or otherwise) that contain or otherwise reflect information concerning the Company. In order to protect and maintain the confidential nature of such information, the Company has implemented information security policies and procedures which are available on the intranet at http://wnsintranet.
Safeguarding Confidential Information
Employees have a duty to safeguard all confidential information of the Company or third parties with which the Company conducts business, except when disclosure is authorized or legally mandated, and must abide by the information security policies and procedures adopted by the Company. An employee’s obligation to protect confidential information continues after her or she leaves the Company. Unauthorized disclosure of confidential information could cause competitive harm to the Company or its customers and could result in legal liability to you and the Company. You should consider all information, from whatever source, to be confidential until it has been made available to the general public for a reasonable period of time.
Employees should not discuss confidential information with anyone outside the Company. In addition, confidential information should not be discussed with other employees of the Company except on a “need-to-know” basis. Any questions or concerns regarding whether disclosure of Company information is legally mandated should be promptly referred to the Legal Department.
Care must be taken to safeguard confidential information. Accordingly, the following measures should be adhered to:
- The Company's employees should conduct their business and social activities so as not to risk inadvertent disclosure of confidential
information. For example, when not in use, confidential information should be secretly stored. Also, review of confidential documents or
discussion of confidential subjects in public places (e.g., airplanes, trains, taxis, etc.) should be conducted so as to prevent overhearing or
other access by unauthorized persons.
- Within the Company's offices, confidential matters should not be discussed within hearing range of visitors or others not working on such matters.
- Confidential matters should not be discussed with other employees not working on such matters or with friends or relatives including those
living in the same household as a Company employee.
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COMPETITION AND FAIR DEALING
All employees are obligated to deal fairly with fellow employees and with the Company's customers, suppliers, competitors and other third parties. Employees should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation or any other unfair-dealing practice.
Relationships with Customers
Our business success depends upon our ability to foster lasting customer relationships. The Company is committed to dealing with customers fairly, honestly and with integrity. Specifically, you should keep the following guidelines in mind when dealing with customers:
Relationships with Suppliers
- Information we supply to customers should be accurate and complete to the best of our knowledge. Employees should not deliberately misrepresent information to customers.
- Employees should not refuse to sell, service, or maintain products the Company has produced simply because a customer is buying products
from another supplier.
- Customer entertainment should not exceed reasonable and customary business practice. Employees should not provide entertainment or other benefits that could be viewed as an inducement to or a reward for, customer purchase decisions. Please see "Gifts and Entertainment" below for additional guidelines in this area.
The Company deals fairly and honestly with its suppliers. This means that our relationships with suppliers are based on price, quality, service and reputation, among other factors. Employees dealing with suppliers should carefully guard their objectivity. Specifically, no employee should accept or solicit any personal benefit from a supplier or potential supplier that might compromise, or appear to compromise, their objective assessment of the supplier's products and prices. Employees can give or accept promotional items of nominal value or moderately
scaled entertainment within the limits of responsible and customary business practice. Please see "Gifts and Entertainment" below for additional guidelines in this area.
Relationships with Competitors
The Company is committed to free and open competition in the marketplace. Employees should avoid actions that would be contrary to laws governing competitive practices in the marketplace, including federal and state antitrust laws. Such actions include misappropriation and/or misuse of a competitor's confidential information or making false statements about the competitor's business and business practices. Any such actions will amount to gross misconduct and subject to disciplinary action, including dismissal.
Policies on Prevention of Unlawful Discrimination and Harassment and Policy on Grievance Redressal
The Company is committed to providing equal opportunity and fair treatment to all individuals on the basis of merit, without discrimination because of race, color, religious belief, national origin, sex (including pregnancy), sexual orientation, age, disability, or other characteristic protected by law. Every employee has the right to be treated with respect and dignity and is entitled to work in an environment free from harassment, victimization and bullying. The Company prohibits harassment in any form, whether physical or verbal and whether committed by supervisors, nonsupervisory personnel or non-employees. Harassment can be any unwanted or offensive conduct which makes another person uncomfortable. This may include, but is not limited to:
- Unwanted Physical Conduct such as unnecessary touching, patting, pinching, brushing against another person's body, insulting or abusive
behaviour or gestures, physical threats, assault, coerced sexual intercourse or rape.
- Unwanted Verbal Conduct such as unwelcome advances or propositions, sexual flirtations patronizing titles or nicknames,
propositions or remarks, innuendo, lewd comments, jokes, banter or abusive language, which refer to a person or a group's gender, color,
race, religion, ethnic or national origins, disability or sexual preference, etc., or repeated suggestions for unwanted social activities
inside or outside the workplace. This "verbal" conduct includes conduct either in printed format or via email or other electronic means.
- Unwanted Non-verbal Conduct such as racially or sexually based messages or graffiti (including where it refers to an individual's
characteristics or private life), abusive or offensive gestures, leering, whistling, creation or distribution of suggestive or offensive pictures or videos including distribution of such pictures on any media including via email or on display units (VDU's or network systems).
- Bullying including persistent criticism and personal abuse, either in public or private, which humiliates or demeans the individual involved.
Employees should avoid actions that would amount to harassment or discriminatory practices, including:
- employment decisions based on stereotypes or assumptions about the abilities, traits, or performance of individuals of a certain sex, race,Nonsexual orientation age, religious belief, or ethnic group, or individuals with disabilities;
- denying employment opportunities to a person because of marriage to, or association with, an individual of a particular race, religion, national origin, or an individual with a disability;
- harassment on the basis of race, color, religious belief, sex, national origin, disability, or age; and
- retaliation against an individual for filing a charge of discrimination, participating in an investigation, or opposing discriminatory practices.
The behavior referred to above may be directed toward an individual or group. It should be noted that it is the impact of the behaviour which is relevant and not the nature or intent behind it.
discrimination or harassment including sexual harassment. A copy of these policies and procedures is available on the Company's intranet at
http://wnsintranet/Hrpolicy_files (for India employees), and in your respective staff handbook (for non-India employees) You may also obtain copy of the same from the Legal Department or Human Resource Department.
Harassment at work in any form is unacceptable behavior and will not be permitted or condoned. Everyone must comply with this policy and employees should ensure that their behavior to colleagues and customers does not cause offence or constitute harassment. Sexual and racial harassment as well as harassing a person on account of gender, sexual orientation, age religious beliefs or disability, constitute discrimination and are unlawful. Harassment may also be a civil offence and a criminal offence and it may contravene health and safety legislation.
If you have any complaints about unlawful discrimination or harassment including sexual harassment, report such conduct to your supervisor or the Human Resource Department or the respective redressal forum. All complaints will be treated with sensitivity and discretion. The Company will protect your confidentiality to the extent possible, consistent with law and the Company's need to investigate your concern. Where our investigation uncovers harassment or unlawful discrimination, we will take prompt corrective action, which may include disciplinary action by the Company, up to and including, termination of employment. The Company strictly prohibits retaliation against an employee who, in good faith, files a compliant. Single offences that amount to a serious breach of this policy, or repeated offences, may result in dismissal or summary dismissal.
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PROTECTION AND USE OF COMPANY ASSETS
Employees should protect the Company's assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company's profitability. The use of Company funds or assets, whether or not for personal gain, for any unlawful or improper purpose is prohibited.
To ensure the protection and proper use of the Company's assets, each employee should:
- Exercise reasonable care to prevent theft, damage or misuse of Company property.
- Report the actual or suspected theft, damage or misuse of Company property to a supervisor.
- Use the Company's telephone system, other electronic communication services, written materials and other property primarily for business related purposes.
- Safeguard all electronic programs, data, communications and written materials from inadvertent access by others.
- Use Company property only for legitimate business purposes, as authorized in connection with your job responsibilities.
Employees should be aware that Company property includes all data and communications transmitted or received to or by, or contained in, the Company's electronic or telephonic systems. Company property also includes all written communications. Employees and other users of this property should have no expectation of privacy with respect to these communications and data. To the extent permitted by law, the Company has the ability, and reserves the right, to monitor all electronic and telephonic communication. These communications may also be subject to disclosure to law enforcement or government officials.
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GIFTS AND ENTERTAINMENT
The giving and receiving of gifts is a common business practice. Appropriate business gifts and entertainment are welcome courtesies designed to build relationships and understanding among business partners. However, gifts and entertainment should not compromise, or appear to compromise, your ability to make objective and fair business decisions.
- General Rule: As a general rule, you may give or receive gifts or entertainment to or from customers or suppliers only if the gift or
entertainment would not be viewed as an inducement to or reward for any particular business decision. You may accept or give personal
gifts of reasonable value that are related to recognized special occasions such as a graduation, promotion, new job, wedding,
retirement or a holiday. A gift is also acceptable if it is based on a family or personal relationship and unrelated to the business involved
between the individuals.
- Value of Gifts: Gifts with a value not exceeding Rs. 5,000 (US$100 or GBP50) may be accepted or given with the approval of your supervisor. If the value of the gift exceeds Rs. 5,000 (US$100 or GBP50), the approval of the Company's compliance officer is required. All purchases of gift shall be made in accordance with the Company's procurement procedure.
- Deposit your Gifts with the Company:Subject to paragraphs 4 and 5 below, you should deposit all gifts received by you with the location administration department. The location administration may donate such gifts or, if practicable, distribute the same among fellow employees.
- Personal Gifts: Gifts with a value not exceeding Rs. 5,000 (US$100 or GBP50) provided such gift bears the logo or trademark of the person or company giving the gift and the employee has informed his or her immediate supervisor of the gift.
- Gifts Rewarding Service or Accomplishment: You may accept a gift from a civic, charitable or religious organization specifically related to your service or accomplishment. Such gifts need not be deposited with the Company, however, you must inform your supervisor of the gift, including details such as the value and nature of gift so received and retained.
- Meals and Entertainment: You may occasionally accept or give meals, refreshments or other entertainment if:
- The items are of reasonable value;
- The purpose of the meeting or attendance at the event is business related; and
- The expenses would be paid by the Company as a reasonable business expense if not paid for by another party.
Entertainment of reasonable value may include food and tickets for sporting and cultural events if they are generally offered to other customers, suppliers or vendors.
While going out for meals or entertainment with your staff, the most senior member of the group shall pay for the bill and seek
authorization for reimbursement of such expenses from his or her supervisors in terms of the authority matrix.
Entertainment of reasonable value may include food and tickets for sporting and cultural events if they are generally offered to other
customers, suppliers or vendors.
While going out for meals or entertainment with your staff, the most senior member of the group shall pay for the bill and seek
authorization for reimbursement of such expenses from his or her supervisors in terms of the authority matrix.
You must also be particularly careful that gifts and entertainment are not construed as bribes, kickbacks or other improper payments under the specific laws of the jurisdictions of the countries in which you conduct business internationally. Please see "Compliance with Laws and Regulations" for additional guidelines in this area.
You should make every effort to refuse or return a gift that is beyond these permissible guidelines. If it would be inappropriate to refuse a gift or you are unable to return a gift, you should promptly report the gift to your supervisor. Your supervisor will bring the gift to the attention of the Legal Department, which may require you to donate the gift to an appropriate community organization. If you have any questions about whether it is permissible to accept or give a gift or something else of value, contact your supervisor or the Legal Department for additional guidance via email.
Note: Gifts and entertainment may not be offered or exchanged under anycircumstances to or with any employees of the U.S., state or local governments. If you have any questions about this policy, contact your supervisor or the Legal Department for additional guidance.
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Accurate and reliable records are crucial to our business. Our records are the basis of our earnings statements, financial reports and other disclosures to the public and guide our business decision-making and strategic planning. Company records include booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.
All Company records must be complete, accurate and reliable in all material respects. Undisclosed or unrecorded funds, payments or receipts are inconsistent with our business practices and are prohibited. You are responsible for understanding and complying with our record keeping policy. Please ask your supervisor if you have any questions.
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ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS
Accuracy of Information
As a public company we are subject to various securities laws, regulations and reporting obligations. Both federal law and our policies require the disclosure of accurate and complete information regarding the Company's business, financial condition and results of operations. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and result in legal liability.
The Company's principal financial officers and other employees working in the finance and accounting departments have a special responsibility to ensure that all of our financial disclosures are full, fair, accurate, timely and understandable. These
employees must understand and strictly comply with generally accepted accounting principles and all standards, laws and regulations for accounting and financial reporting of transactions, estimates and forecasts.
In addition, U.S. federal securities law requires the Company to maintain proper internal books and records and to devise and maintain an adequate system of internal accounting controls. The Securities and Exchange Commission ("SEC") has supplemented the statutory requirements by adopting rules that prohibit (1) any person from falsifying records or accounts subject to the above requirements and (2) officers or directors from making any materially false, misleading, or incomplete statement to an accountant in connection with an audit or any filing with the SEC.
These provisions reflect the SEC's intent to discourage officers, directors, and other persons with access to the Company's books and records from taking action that might result in the communication of materially misleading financial information to the investing public.
The Company has adopted specific "whistleblowing" policies and procedures relating to the complaint and investigation procedures for accounting, internal accounting controls, fraud or accounting matters.
The whistleblower policy sets out the procedures adopted by the Company to govern the receipt, retention, and treatment of complaints regarding the Company's accounting, internal accounting controls, or auditing matters, and to protect the confidential, anonymous reporting of employees concerns regarding questionable accounting or auditing matters. These policies and procedures apply to and are available to all employees of the Company. For details, please refer to the policy which is posted on the Company's intranet at http://wnsintranet and its website at http://www.wns.com. You may also obtain a copy of the policy from the Legal Department.
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COMPLIANCE WITH LAWS AND REGULATIONS
Each employee has an obligation to comply with all laws, rules and regulations applicable to the Company. These include, without limitation, laws covering bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, illegal political contributions, antitrust prohibitions, foreign corrupt practices (including the Foreign Corrupt Practices Act, see below), offering or
receiving gratuities, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets. You are expected to understand and comply with all laws, rules and regulations that apply to your job position. If any doubt exists about whether a course of action is lawful, you should seek advice from your supervisor or the Legal Department.
U.S. Foreign Corrupt Practices Act
The Foreign Corrupt Practices Act (the "FCPA") prohibits the Company and its employees and agents 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 governmental official, political party, candidate for political office or official of a public international organization. Stated more concisely, the FCPA prohibits the payment of bribes,
kickback or other inducements to foreign officials. This prohibition also extends to payments to a sales representative or agent 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.
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COMPLIANCE WITH INSIDER TRADING LAWS
The Company has an insider trading policy which is available on the Company's intranet at http://wnsintranet and on the Company's website at
http://wns.com . You may also obtain a copy of the policy from the Legal Department. The following is a summary of some of the general principles relevant to insider trading, and should be read in conjunction with the aforementioned specific policy.
Company employees are prohibited from trading in the shares or other securities of Company while in possession of material, nonpublic information about Company. In addition, Company employees are prohibited from recommending, "tipping" or suggesting that anyone else buy or sell shares or other securities of Company on the basis of material, nonpublic information. Company employees who obtain material nonpublic information about another company in the course of their employment are prohibited from trading in the shares or securities of the other company while in possession of such information or "tipping" others to trade on the basis of such information. Violation of insider trading laws can result in severe fines and criminal penalties, as well as disciplinary action by the Company, up to and including termination of employment.
Information is "non-public" if it has not been made generally available to the public by means of a press release or other means of widespread distribution. Information is "material" if a reasonable investor would consider it important in a decision to buy, hold or sell shares or other securities. As a rule of thumb, any information that would affect the value of shares or other securities should be considered material. Examples of information that is generally considered "material" include:
- Financial results or forecasts, or any information that indicates a company's financial results may exceed or fall short of forecasts or
- Important new products or services;
- Pending or contemplated acquisitions or dispositions, including mergers, tender offers or joint venture proposals;
- Possible management changes or changes of control;
- Pending or contemplated public or private sales of debt or equity securities;
- Acquisition or loss of a significant customer or contract;
- Significant write-offs;
- Initiation or settlement of significant litigation; and
- Changes in the Company's auditors or a notification from its auditors that the Company may no longer rely on the auditor's report.
- Information should be considered non-public if it has not been made
generally available to the public for a reasonable period of time. Whenever there is any doubt whether information concerning a
company is material or non-public, do not trade in the securities of such company.
- Questionable trading by members of your immediate family or by members of your personal household can, additionally, be your responsibility and give rise to legal and Company-imposed sanctions.
It is very important for you to familiarize yourself with the relevant parts of regulations and understand the implications of failure to comply with them. In particular, employees should familiarize themselves with the restrictions which apply when in possession of inside information and be aware that breach of the relevant rules can lead to civil and/or criminal prosecution.
The laws against insider trading are specific and complex. Any questions about information you may possess or about any dealings you have had in the Company's shares or other securities should be promptly brought to the attention of the Legal Department.
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PUBLIC COMMUNICATION AND SELECTIVE DISCLOSURE
Public Communications Generally
The Company places a high value on its credibility and reputation in the community. What is written or said about the Company in the news media and investment community directly impacts our reputation, positively or negatively. Our policy is to provide timely, accurate and complete information in response to public requests (media, analysts, etc.), consistent with our obligations to maintain the confidentiality of competitive and proprietary information and to prevent selective disclosure of market-sensitive financial data. To ensure compliance with this policy, all news media or other public requests for information related to and meant for investors should be directed to the Company's investor relations department and all other communication including its customers, vendors, general public should be directed to the Company's marketing department. The investor relations or the marketing department will work with you and the appropriate personnel to evaluate and coordinate a response to the request.
Prevention of Selective Disclosure
Preventing selective disclosure is necessary to comply with United States securities laws and to preserve the reputation and integrity of the Company as well as that of all persons affiliated with it. "Selective disclosure" occurs when any person provides potentially market-moving information to selected persons before the news is available to the investing public generally. Selective disclosure is a crime under United States law and the penalties for violating the law are severe.
The following guidelines have been established to avoid improper selective disclosure. Every officer, director and employee is required to follow these procedures:
- All contact by the Company with investment analysts, the press and/or members of the media shall be made through the Chief Executive
Officer, Chief Financial Officer or persons designated by them (collectively, the "Media Contacts").
- Other than the Media Contacts, no officer, director or employee shall provide any information regarding the Company or its business to any
investment analyst or member of the press or media.
- All inquiries from third parties, such as industry analysts or members of the media, about the Company or its business should be directed to
the Chief Executive Officer, Chief Financial Officer or other appropriate person designated by them. All presentations to the investment community regarding the Company will be made under the direction of a Media Contact.
- Other than the Media Contacts, any officer, director or employee who is asked a question regarding the Company or its business by a member
of the press or media shall respond with "No comment" and forward the inquiry to a Media Contact.
Any inquiry by the SEC or the NYSE could substantially damage the Company's reputation. Selective disclosure is currently a topic of intense focus with the SEC following the release of SEC Regulation FD (selective disclosure). Although foreign private issuers such as the Company are exempt from Regulation FD, the Company remains liable for selective disclosure.
Please contact the Legal Department if you have any questions about the scope or application of the Company's policies regarding selective disclosure.
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This Code of Business Conduct and Ethics contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. If you have any questions about these guidelines, please contact your supervisor or the Legal Department or submit your questions to the Company at the email address "email@example.com." We expect all Company employees, to adhere to these standards.
The sections of this Code of Business Ethics and Conduct titled "Introduction," "Conflicts of Interest," "Company Records," "Accuracy of Financial Reports and Other Public Communications" and "Compliance with Laws and Regulations," as applied to the Company's principal financial officers, shall be our "code of ethics" within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.
This Code and the matters contained herein are neither a contract of employment nor a guarantee of continuing Company policy. We reserve the right to amend, supplement or discontinue this Code and the matters addressed herein, without prior notice, at any time.
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