A.1 Introduction
Canon India Private Ltd (hereafter referred to as “Company” in this document) believes in promoting a fair, transparent, ethical and professional work environment. While the company code of conduct defines the expectations from employees in terms of their integrity and professional conduct, the vigil mechanism defines the mechanism for reporting deviations from the standards defined in the code.The Vigil mechanism is implemented not only as a safeguard to unethical practices. This mechanism is intended to provide mechanism for reporting genuine concerns or grievance and ensure that deviations from the company’s Code of Conduct and Values are dealt with in a fair and unbiased manner as provided in Section 177 (9) and (10) of the Companies Act, 2013 and the Companies Rules, 2014.
A.2 Definitions
Definitions of some of the key terms used in this mechanism are given below:
a) Protected disclosure: Any communication made in good faith that discloses or demonstrates evidence of any fraud or unethical activity within the company.
b) Whistleblower: An individual who makes a protected disclosure under this mechanism. This could be an Employee, Director, Vendor, Partner and Consultant, including Auditors and Advocates of company.
c) Board of Directors: As defined in Companies Act 2013
d) Nominated Director: Director nominated by board of directors for the purpose of addressing the complaints / protected disclosures made under Vigil Mechanism
e) Code of Conduct: A set of rule outlining the responsibilities of or proper practices applicable to all executives and employees of Canon
f) Vigilance Officer: means an officer appointed to receive protected disclosures from whistle blowers, maintaining records thereof, placing the same before the nominated director for its disposal and informing the whistleblower the result thereof.
g) Investigators: Selected employees or third parties assigned with conducting investigations to ascertain the creditability of such whistleblower complaints.
h) Subject: means a person against whom, or in relation to whom a Protected Disclosure is made.
i) Disciplinary committee: Committee consisting employees appointed by nominated director to take disciplinary or corrective action against the Subject as per the company’s disciplinary procedures.
A.3 Guiding principles of the vigil mechanism
To ensure effective implementation of vigil mechanism, the company shall:
a) Ensure protection of the whistleblower against victimization for the disclosures made by him/her.
b) Ensure complete confidentiality of the whistleblower identity and the information provided by him/her.
c) Ensure that the protected disclosure is acted upon and no evidence is concealed or destroyed.
d) Ensure that the investigation is conducted honestly, neutrally and in an unbiased manner.
e) Ensure whistleblower would not get involved in conducting any investigative activities other than as instructed or requested by investigator or by nominated director.
f) Ensure the subject or other involved persons in relation with the protected disclosure be given a fair and without any presumption of guilt, opportunity to be heard.
g) Ensure disciplinary actions are taken against anyone who conceals or destroys evidences related to protected disclosures made under this mechanism.
h) Ensure that suitable action be taken against the person (where identity is disclosed by the whistle blower) making frivolous protected disclosures with an intention to wrongly defame and tarnish the image of subject as well as to settle his/her personal grudge.
A.4 Protection for whistleblower
a) A whistleblower would be given the option to keep his/ her identity anonymous while reporting an incident on Ethics Helpline. The company will make no attempt to discover the identity of an anonymous whistleblower. If the whistleblower’s identity becomes known during the course of the investigation, company will ensure that the identity of the whistleblower will be kept anonymous and confidential to the extent possible, unless required by law or in legal proceedings.
b) A whistleblower reporting issues related to Discrimination or Harassment (eg. sexual harassment, child labour, discrimination, violation of human rights) would necessarily need to disclose their identity to enable effective investigation.
c) Any other employee serving as witness or assisting in the said investigation would also be protected to the same extent as the whistleblower.
d) The Nominated Director would safeguard the whistleblower from any adverse action. This includes discrimination, victimization, retaliation, demotion or adoption of any unfair employment practices.
e) Protection under this mechanism would not mean protection from disciplinary action arising out of false allegations made by a whistleblower.
f) A whistleblower may not be granted protection under this mechanism if he/she is subject of a separate complaint or allegations related to any misconduct.
A.5 Coverage of the vigil mechanism
All employees, directors, vendors, Vendor, Partner and consultants, including auditors and advocates who are associated with company can raise concerns regarding malpractices and events which may negatively impact the company.
a) Accounting, Auditing and Internal Financial Matters
b) Conflict of Interest
c) Disclosure of Confidential Information
d) Discrimination or Harassment
e) Embezzlement
f) Falsification of Contracts, Reports or Records
g) Gifts and Entertainment
h) Improper Supplier or Contractor Activity
i) Theft
j) Time Abuse
k) Violation of Policy
l) Other
A.6 Reporting mechanism
The whistleblowers are expected to speak up and bring forward the concerns or complaints about issues listed under Section A.5 Coverage of the vigil mechanism. To ensure this Canon has established an Ethics helpline service.
To report a complaint, whistleblower needs to log in to www.ethicspoint.com and follow below mentioned steps
a) Enter the name of the organization for which whistleblower is submitting a report and select the correct option (Canon India Pvt. Ltd under Canon Asia Marketing Group CAMG)
b) Click on the Violation Category that best describes the issue being reported
c) Agree to the "Terms and Conditions" then complete the form
d) Before submitting report whistle blower should create a password to follow-up on report.
Through this portal whistle blower may opt not to disclose his identity and can log anonymous complaints.
Complaints related to Canon India Pvt. Ltd made through this portal will be accessible only by the vigilance officer and nominated director of Canon India Pvt. Ltd. For the purpose of monitoring by Group company, access to such complaint will also be available with concerned employees of regional and group headquarters of Canon.
Alternatively, whistleblower can send a mail directly to the vigilance officer and the nominated director at cipl.vigilance@canon.co.in
A.7 Investigation
The investigation would be carried out to determine the authenticity of the allegations and through fact- finding process.
a) If initial enquiries by the Vigilance Officer indicate that the concern has no basis, or it is not a matter to be investigation under this Policy, it may be dismissed at this stage with the approval of Nominated Director and the decision will be documented.
b) Where initial enquiries indicate that further investigation is necessary, this will be carried through either by The Vigilance Officer or by such other person as may be appointed by the Nominated director. The investigation would be conducted in a fair manner, as a neutral fact- finding process and without presumption of guilt. A written report of the findings will be made.
c) The investigation team should not consist of any member with possible involvement in the said allegation or from the same Department (as per company definition) from which the subject and aggrieved belongs.
d) During the course of the investigation:
i. Investigation team will be given authority to take decisions related to the investigation.
ii. Any required information related to the scope of the allegation would be made available to the investigators.
e) The findings of the investigation should be submitted to the Nominated director and Head of CAMG Strategic Internal Audit Division.
f) Confirmed cases will be submitted to the Disciplinary Committee by the investigator with –its report and findings along with required supporting documents, for confirmation of disciplinary actions
A.8 Role of investigator
a) A structured approach should be followed to ascertain the creditability of the charge.
b) Ensure the confidentiality and secrecy of the issue reported and subject is maintained.
c) Provide timely update to the nominated director on the progress of the investigation.
d) Ensure investigation is carried out in an independent and unbiased manner, without any presumption of guilt.
e) Document the entire approach of the investigation.
f) Investigation Report including the approach of investigation should be submitted to the nominated director and head of CAMG SIA division
g) Submit investigation report of all confirmed cases to the disciplinary committee.
A.9 Maintaining secrecy and confidentiality
Company expects individuals involved in the review or investigation to maintain complete confidentiality. Disciplinary action may be initiated against anyone found not complying with the below:
a. Maintain complete confidentiality and secrecy of the matter.
b. The matter should not be discussed in social gatherings or with individuals who are not involved in the review or investigation of the matter.
c. The matter should only be discussed only to the extent or with the persons required for the purpose of completing the investigation.
d. Ensure confidentiality of documents reviewed during the investigation should be maintained.
e. Ensure secrecy of the whistleblower, subject, protected disclosure, investigation team and witnesses assisting in the investigation should be maintained.
A.10 Disqualifications
a) Issues other than those listed under Section A.5 “Coverage of the vigil mechanism”.
b) The complainant is not able to provide specific information that covers at least some of the following points:
c) In case the complainant is unable to provide adequate information, the Vigilance officer reserves the right to not investigate the reported matter with the permission of nominated director .
A.11 Management decision
a) Disciplinary committee will take disciplinary or corrective action against the Subject as per theCompany’s disciplinary procedures and can also take legal action, if required.
b) The decision of Disciplinary committee should be considered as final and no challenge against the decision would be entertained, unless additional information becomes available.
c) In case of frivolous or false complaints, action may be taken against the complainant.
A.12 Retention of records
Records relevant to the investigation/complaint will be retained for 7 years from the date of closure of Investigation.
A.13 Right to amendment
The company holds the right to amend or modify the policy. The updated Vigil mechanism would be shared on company website.
