Governance

Code Of Conduct

General

DataTracks is committed to uphold the highest standards of conduct. The standards, improved from time to time, apply to DataTracks, its directors, officers and employees.

The standards are not exhaustive. The underlying principle of high standards applies to all issues even if they are not covered specifically in the standards. DataTracks CEO or directors can be contacted to get answers for any questions relating to these standards.

Directors, Officers and Employees are expected to bring all violations to the attention of any non executive member of the Board of Directors. Please send emails to CEO.

Corporate Citizenship

DataTracks shall be a good corporate citizen and shall comply with the letter and spirit of all laws governing its operations conduct its affairs in accordance with best moral, professional, legal and ethical standards.

Fair Dealing

DataTracks shall deal with customers, suppliers, government, employees, competitors and community in a fair manner with honesty, integrity and ethics. DataTracks shall not strive to take unfair advantage through any unfair practice.

Fair Behaviour in Market Place

DataTracks intends to be competitive in adding value to its customers in the market place. However, DataTracks shall be lawful and fair while being competitive. DataTracks shall not indulge in violating laws applicable to competitive behaviour. DataTracks shall not indulge in securing competitive advantage through illegal or unlawful means. Collection of intelligence about competition shall be through lawful means alone.

DataTracks respects the intellectual property rights of its customers, suppliers and competitors fully. DataTracks behaviour in respecting intellectual property rights shall strive to comply with laws that apply to its principal market, the United Kingdom in addition to the laws that apply to its operations.

Equal Opportunity Employer

DataTracks is an equal opportunity employer. DataTracks shall not discriminate on the basis of gender, nationality, race, colour, religion, marital status or age. DataTracks believes diversity of people in the company adds value to the business. Hiring, promotion and compensation decisions shall be entirely based on fitment, appropriateness to work demands and market conditions alone.

Health and Safety

DataTracks shall strive to provide and maintain a safe and healthy work environment. Compliance with all health and safety related law and regulation is a minimum commitment. DataTracks expects its directors; officers and employees to be aware of the health and safety policies and practices and help all customers, contractors, and visitors comply with these policies and practices while in DataTracks premises or while working on behalf of DataTracks. DataTracks directors, officers, employees and contractors designated to work in customer or supplier environments shall comply with the health and safety policies and practices in force in such environments. All accidents, however minor, are reportable to HR.

Environment

DataTracks cherishes the need to keep our environment sustained for the future. DataTracks shall comply with all laws and regulations relating to protection of Environment. DataTracks shall be prompt in responding to any threats to environment. DataTracks shall co-operate to the maximum extent with the Community in protecting the environment. DataTracks shall comply with all record keeping and reporting obligations.

Financial Integrity and Reporting

DataTracks shall maintain its accounts and report financial results in a true and fair manner consistent with applicable financial standards. DataTracks shall maintain sufficient business and reporting controls consistent with its size to protect stockholders’ interest. DataTracks will not falsify records or reports.

Improper or Questionable Payments

DataTracks shall not make improper or questionable payments of company funds to anyone for obtaining or retaining business or securing any improper advantage.

Political and Charitable Contributions

DataTracks shall not fund or support any specific political party or candidate for political office. DataTracks assets shall not be used for any political campaigns. DataTracks will not interfere with the employees’ right to have their own views on politics. Use of DataTracks name to endorse a charitable organization or event is not permitted without the prior approval of the Board.

Government Inquiries

DataTracks is committed to fairness, honesty and integrity in dealing with the government and regulatory agencies with which we interact.

DataTracks and its employees, agents and contractors must cooperate with appropriate government inquiries and investigations. However, it is important to protect the legal rights of DataTracks with respect to its confidential information. No financial information may be disclosed without the prior approval of the Chief Executive Officer.

Conflicts of Interest

DataTracks expects its directors, officers and employees to have no conflict of interest in their dealings on behalf of DataTracks, in their dealings in the market place or in their dealings with each other. In the unfortunate event of a conflict of interest arising, directors, officers and employees are expected to disclose such a conflict immediately to the CEO and an independent director.

Conflicts of interest arise, among other instances, when a director, officer or employee competes with DataTracks business while being engaged with DataTracks directly or indirectly converts DataTracks business opportunity into a personal opportunity for him/her or relatives, uses privileged information received in the course of business for personal gain, uses business assets/property for personal purposes, uses business hours for unrelated purposes, receives improper personal benefits due to his/her position in DataTracks accepts gifts or value from anyone dealing with DataTracks or from a competitor, owns a material interest in any competitor, customer, supplier (<2% shareholding in a public company is not considered material) is unable to act in DataTracks best interest because of conflicts with private interests.

Confidentiality

All confidential or proprietary information received in the course of business from customers and suppliers are to be treated confidential and protected against disclosure and improper use.

Every director, officer and employee of DataTracks shall enter into a legally enforceable “covenant to not disclose confidential information”. This obligation shall survive the termination of the engagement with DataTracks.

DataTracks shall not forgive wilful disclosure of confidential information and shall pursue maximum legal remedy and punishment for wilful disclosure. DataTracks shall have in place systems and policies to prevent unauthorised access to premises, systems and data and to prevent unauthorised recording or copying of data.

Every director, officer and employee shall respect these policies to the fullest extent in letter and spirit. Information already available in public domain or known prior to disclosure by customer is not considered confidential or proprietary. Disclosure under compulsion from law is not a violation of this covenant.

Sexual Harassment

Sexual harassment includes deliberate or repeated unsolicited verbal comments, gestures or physical contact of a sexual nature including unwelcome sexual advances, requests for sexual favours and other verbal of physical contact of a sexual nature when submission to such conduct is expected explicitly or implicitly for hiring, promotion, compensation and other employment decisions or for a non hostile work environment. Every director, officer, employee shall ensure such a conduct is avoided. All complaints shall be handled in a timely, confidential and independent manner.

Use of Business Assets

Every director, officer, employee shall safeguard and protect all assets, including intangible assets, of DataTracks in their individual or collective custody. Such assets shall not be used for any unrelated purposes or any personal benefits/purposes. Funds taken from DataTracks shall be properly accounted for. Personal expenses or payments shall not be claimed as or treated as business expenses. DataTracks technology assets are to be used exclusively for the purposes of DataTracks business. Unauthorised access, use or extraction of data is prohibited. Access to internet is restricted to business purposes. All inward/outward communication through business assets, all data held in business assets are exclusively the property of DataTracks and are subject to being monitored for appropriateness.

DataTracks prohibits use of unauthorised or pirated software. All software installed on business assets should be legally usable by DataTracks. Unauthorised installation of software is prohibited.

Intellectual Property

DataTracks expects its directors, officers and employees to help develop and protect its intellectual property. All work/product employees created by directors, officers or employees while in employment are the exclusive property of DataTracks.

Personal Relationship and Activities

DataTracks cherishes professionalism and objectivity. Employees are discouraged from having personal relationship (other than simple friendship) with anyone who is:

• employed by DataTracks and reporting to them
• dealing with DataTracks as a customer or supplier through them

DataTracks employees, while free to pursue their views as citizens, are expected to not bring harm to DataTracks or its customers’ reputation or image through their non employment activity. DataTracks reserves the right to determine whether any act is likely to harm reputation or image.

Internet, Email and Voice Communication

DataTracks employees must exercise good judgment and act in a professional manner in communicating with outsiders (through letters, telephone conversations, voice mails, emails, chats, postings etc.) whenever they communicate on behalf of DataTracks or its customers or whenever they communicate using a legitimately provided address of DataTracks or its customers or whenever they communicate using the premises/technology assets of DataTracks or its customers. All communication from DataTracks premises/assets or on behalf of DataTracks (or its customers) is DataTracks property.

Drug and Alcohol Abuse

Substance abuse, including manufacture, sale or use of controlled substances in DataTracks premises or while on DataTracks business is prohibited.

Exclusivity of Employment

Employment as Whole time director, officer or employee with DataTracks is full time. Acceptance of other employments while with DataTracks is prohibited unless waived in writing a priority.

Transactions with Related Parties

Dealing with relatives or self on behalf of DataTracks is prohibited. Relatives include spouse, siblings, children, parents, grandparents, grandchildren, aunts, uncles, nieces, nephews, cousins, step relationships, and in-laws. If such a deal is unavoidable, in each such instance, prior written approval must be taken from the Board of Directors and the CFO.