MONSANTO INDIA LIMITED MONSANTO SPEAK-UP PROTOCOL FOR INDIA 1. BACKGROUND 1.1 Monsanto India Limited (hereinafter referred to as Monsanto India or the Company ) is committed to conducting business with the highest standard of honesty and integrity and expect all their employees to maintain high standards. Monsanto India, maintains a global Code of Business Conduct and Anti-Corruption Program applicable to all subsidiaries, this Protocol supplements and enhances those Policies. 1.2 Monsanto India institutes this protocol effective October 1, 2014 to provide its employees specific guidance on reporting allegations of misconduct ( whistleblowing ). 1.3 This protocol applies to all Monsanto India employees, including contractors, service providers, selfemployed and temporary workers who represent Monsanto India (collectively referred to as employees in this protocol). 1.4 All employees are expected to familiarize themselves with this protocol and seek guidance when uncertain on the appropriate course of action or when faced with ethical decision-making. Monsanto India managers have even greater responsibility for setting an example of proper conduct and regularly communicating with employees about their responsibilities to create an open environment where employees feel comfortable sharing their concerns. 1.5 The aims of this protocol are: to inform employees of their obligation to report serious wrongdoing within Monsanto India; to provide employees with guidance on how to raise concerns; to reassure employees that they should be able to raise genuine concerns in good faith without fear of retaliation; and to provide specific direction on how to contact the Chairperson of the Audit Committee 1 of Board of Directors of Monsanto India Limited( Audit Committee ) in exceptional circumstances; 1.6 The requirements of this protocol are in addition to, not in substitution for, any other requirements under applicable laws and regulations and/or the Monsanto Code of Business Conduct. In case of conflict between the applicable laws and regulations and the provisions of this protocol, the applicable laws and regulations shall prevail. 2. EMPLOYEES MUST REPORT Employees are required to report to the Company any suspected violation of any law that applies to the Company and any suspected violation of the Company s Code of Business Conduct. It is important that they report all suspected violations (Hereafter termed a concern ). This includes (but is not limited to) : 1 Audit Committee means the Audit Committee constituted by the Board of Directors of Monsanto India Limited in accordance with Section 292A of the Companies Act, 1956 or any re-enactments thereof and read with Clause 49 of the Listing Agreement with the Stock Exchanges. 1
crime, fraud, mismanagement, misappropriation, theft (including theft of proprietary information); corruption; accounting or audit irregularities; conflicts of interests; breach of Monsanto s policies or procedures (e.g. relating to health and safety, discrimination, the misuse of IT tools and social media); other serious wrongdoing that threatens the employees, customers (or customer relations), colleagues, the public or Monsanto India s reputation; and Employees may report concerns in Exceptional Circumstances directly to the Chairperson of the Audit Committee of the Board of Directors of Monsanto India Limited. While Indian law does not define an Exceptional Circumstance, these circumstances could include: a) Concerns implicating wrong-doing by any executives of Monsanto India Limited; b) Concerns involving material fraud or misstatement in financial reporting or accounting; c) Serious criminal violations by any Monsanto India Limited employee; d) If employees believe that any of the offices mentioned under 3.1, are involved in the suspected violation, their report may be made directly to the Audit Committee. If the facts of any concern are of an exceptional nature, and an employee wishes to reach the Chairperson of the Audit Committee, he may do so by sending his report in a sealed envelope to : Chairperson, Audit Committee Board of Directors Monsanto India Limited Ahura Centre, B Block, 5 Floor, 93 Mahakali Caves Road Mumbai 400 093. Reports made directly to the Chairperson of the Audit Committee shall be opened only by the Chairperson acting in official capacity and the Chairperson may commission an independent investigation of the allegation or, in the event the Chairperson makes an informed assessment and conclusion that the report is not of an exceptional nature, may direct that the matter be investigated by the Business Conduct Office ( the BCO ) or the India Core Response Team ( CRT ), as appropriate. Any employee, other than Chairperson of the Audit Committee, who receives mail addressed to the Chairman of the Audit Committee of Monsanto India Limited must forwarded that mail, without opening it, to the Chairperson of the Audit Committee or the Company Secretary at the Registered Office of the Company. 3. EMPLOYEE RESPONSIBILITIES 3.1 Employees must report concerns immediately to their People Leader or other Monsanto India representative as outlined below. People Leader People Leader s Manager; 2
Regional Compliance Team; Human Resources Generalist; Law Department; the BCO. Managers and People Leaders have a greater responsibility to assure that complaints and concerns are appropriately addressed and looked into. They should also seek help and guidance from a number of resources including but not limited to their HR representative, regional compliance team, Monsanto Law Department or the Business Conduct Office (BCO). If they have questions or concerns about how to manage the issue (information about how to contact your regional compliance team or the Monsanto BCO, the same can be found in section 6.2. 3.2 Employees should always consider contacting their People Leader first, in case they need to report concerns about matters such as (but not limited to) the following circumstances : (g) any potential violation of anti-corruption laws, including, but not limited to, the Foreign Corrupt Practices Act (FCPA); any potential violation of Monsanto s policies; any potential regulatory violation; any potential violation of a law that could expose Monsanto India to legal liability or financial damage; any issue that could harm Monsanto India s reputation or generate negative publicity impacting our customers, employees, shareholders or stakeholders; any fraud or theft in excess of INR 30,000, including those matters related to expense reports; any similar issue that you deem to be important enough to merit notification to Monsanto India s senior management. 3.3 When employees report a concern, they are expected to ensure to properly label it as Confidential when the complaint is handed over along with the relevant notes and any evidence that the employee may have. The report should contain sufficient information to enable the investigation process. The employee should keep all interaction and interview information confidential. 3.4 Employees should not : contact the suspected perpetrator in an effort to determine facts; discuss the case facts, suspicions or allegations with anyone outside Monsanto India or within Monsanto India other than those listed under section 3.1, except where they have a legal or regulatory right or obligation to do so (e.g. with a relevant external authority, such as the police, or a regulator);; nor attempt to conduct investigations or interviews personally or question anyone unless asked to do so by the person(s) in charge of the investigation. 3
4. EMPLOYEES CAN RAISE CONCERNS IN CONFIDENCE 4.1 If the employees choose to share their identity but wish to keep it confidential, Monsanto India will honour their request to the extent permitted by law or as allowed by the investigation process and will strive to maintain the confidentiality of their identity, as well as any element allowing them to be identified at all stages of the process. 4.2 In particular and where allowed by law, their identity will not be disclosed to third parties, the incriminated person or other employees. Monsanto India may, however, be obliged to disclose their identity to the relevant people in the case of any subsequent judicial proceedings instigated as a result of the investigation. 5. EMPLOYEES CAN FILE A CONCERN ANONYMOUSLY 5.1 Employees concerns can be filed anonymously, although anonymous reports can make it more difficult for Monsanto India to fully investigate the concern and make it more difficult to protect callers against retaliation. It should be appreciated that it may not be possible to fully investigate anonymous complaints compared to complaints disclosing identity of the complainant. 6. REPORTING A CONCERN 6.1 As mentioned previously, employees should first consider reporting concerns to their direct People Leader as outlined in 3.1 above. Should an employee wish to report a concern directly to the BCO, he/she may do so through a third-party provider, The Network, which has hired to process telephone inquiries or web-based submissions of potential wrong-doing. Information about how to use this mechanism of reporting and other means of contacting the BCO is provided below. 6.2 All information submitted as part of a concern will be shared only with The Network, and Monsanto India representatives involved in the investigation. You may submit your concern: by using any of the global toll-free telephone numbers available on the Monsanto website at: http://portals.monsanto.com/enterprise/businessconduct/contact/pages/international-calling- Number.aspx; by using The Network s online reporting tool at www.contactbcoglobal.com. They may also contact the BCO at their email address at: business.conduct@monsanto.com. 7. WHAT TO EXPECT AFTER REPORTING A CONCERN: 7.1 All reports under this policy will be promptly and appropriately investigated, and all information disclosed during the course of the investigation will remain confidential, except as necessary to conduct the investigation, and take any remedial action, in accordance with applicable law. 7.1 In case a report is not anonymous, the employee may be asked to attend meetings, be interviewed or to provide additional information. 8. REPORTS MADE IN BAD FAITH 8.1 It is a serious matter to raise a concern which an employee knows or reasonably believes to be false or which is made in bad faith, maliciously, recklessly or which is made with a motivation of personal gain or harm against others. 8.2 In case of repeated frivolous complaints being filed by an employee or a Director, the Audit Committee may take suitable action against the concerned Director or employee, including, but not limited to reprimand and/or termination. 4
8.3 If the investigation concludes that such action has occurred, disciplinary action up to and including termination of employment, civil action or criminal prosecution may be taken against such employee(s) in accordance with Monsanto relevant policy and applicable laws. 9. SAFEGUARDS FOR SECURING THE INFORMATION EMPLOYEES MAY PROVIDE 9.1 Monsanto India maintains a firm commitment to non-retaliation. This means that Monsanto India will not tolerate reprisals against someone who has raised a concern in good faith. Making a report in good faith means that the employee has provided all of the information he has and believes it to be true when it is provided, and timely corrects anything he later learns to be inaccurate. 9.2 No unfair treatment will be meted out to an employee by virtue of his/her having reported a concern under this protocol. The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against employees. Complete protection will, therefore, be given to employees against any unfair practice like retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion, negative impact to financial incentives or the like including any direct or indirect use of authority to obstruct the employees right to continue to perform his duties/functions including raising further concerns. The Company will take steps to minimize difficulties, which the employees may experience as a result of raising the concern(s). 9.2 Any other employee assisting in the investigation of a concern shall also be protected to the same extent as the employee who has raised such concern. 9.3 Where it is determined that an employee has suffered, or been threatened with, such treatment as a result of having raised a concern, a further investigation may take place and disciplinary action may be taken in accordance with Monsanto relevant policy. 10. SANCTIONS 10.1 Anyone found to have retaliated against another employee for making a report in good faith is subject to disciplinary action up to and including a termination of employment, civil action or criminal prosecution in accordance with our relevant policies and applicable laws. 12.2 Breach of this protocol, and especially the disclosure of false allegations in bad faith, could lead to disciplinary action in accordance with Monsanto India s relevant policy, and/or termination of the employment relationship. If you have any questions or would like further guidance, please speak to your line manager, human resource representative, law and/or compliance team, any other Monsanto manager, or the BCO. 5