Otsuka-people creating new products
for better health worldwide.
OTSUKA’S DNA
‘RYUKAN-GODO’
(BY SWEAT WE RECOGNIZE THE WAY)
The process of discovering the core
substance of something through hard
work and practice
‘JISSHO’
(ACTUALIZATION)
Self – actualization through achievement,
completion and the discovery of truth
‘SOZOSEI’
(CREATIVITY)
Pursuing that which only Otsuka is capable of delivering
To be "the Best Partner in Clinical Nutrition"
About OPI
Otsuka Pharmaceutical India Private Limited (OPI) – a fully-owned subsidiary of Japanese
company, Otsuka Pharmaceutical Factory, Inc. (OPF), Japan.
OPI has its roots in Japan and has flourished with its branches across India and in 60+
countries of the world. It has state-of-the-art manufacturing units, maintaining world-
class standards and Otsuka’s quality culture.
Vision
To be the most admired company in infusions and clinical nutrition by offering world class products to patients.
Mission
To continuously contribute to patients and healthcare professionals by providing them with useful information on nutrition therapy and creating new products. Our mission is the development of creative human resources who can break the mould.
To build the company on the values of Honesty, Initiative, and Growth.
Otsuka Group Global Code of Business Ethics
Introduction to the Code
The Otsuka Group consists of talented and dedicated individuals guided by the overarching corporate philosophy: Otsuka-people creating new products for better health worldwide. We continue to build on our proud legacy of innovation through integrity.
The Otsuka Group Global Code of Business Ethics (“this Code”) articulates our uncompromising commitment to the highest standards of ethical conduct. Embodying key guiding principles, this Code sets forth the minimum standards of conduct for all individuals of the Otsuka Group.
This Code is applied to directors, officers, employees (both permanent and contract) and temporary employees of Otsuka Holdings Co., Ltd. and subsidiaries1 of Otsuka Holdings Co., Ltd. In addition, we should continue to ensure that directors, officers, employees and temporary employees of affiliates of Otsuka Holdings Co., Ltd., and third parties (e.g., contractors, vendors, suppliers) conducting business on Otsuka’s2 behalf understand this Code and act in compliance with this Code.
This Code applies consistently to all our worldwide business operations. We recognize that our business activities are subject to the laws of numerous countries and that each country has its own unique set of laws and policies, let alone customs and traditions. For these reasons, it is unrealistic to implement a uniform set of rules governing all possible situations in each region. However, it is our intent for this Code to be universally applicable; it reflects the borderless corporate world and transcends geographical, cultural, and linguistic barriers.
Our professional conduct should be in conformance with all applicable laws and regulations of each country where we operate. You are personally responsible for understanding and upholding the relevant laws, public policies, and professional standards relevant to your role and responsibilities. Nothing in the Code should be construed to interfere with local, national and international laws. In the event of any conflict between the Code and separately prepared regional codes and policies, you should decide which sets forth higher standards of conduct. If one requires higher standards than the other, that code should guide your behavior. Simply put, we must consistently follow the most stringent rules.
In the end, no guide can replace your conscience and common sense. Err on the side of seeking guidance if something seems intuitively wrong to you or you are uncertain of the best path to follow. We encourage you to contact the Legal/Compliance Department or any other appropriately qualified department or personnel.
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1 For affiliates of which Otsuka Holdings Co., Ltd. (or a subsidiary) has an ownership interest of less than 50% and for joint ventures (50/50 ownership interest), these requirements do not apply unless Otsuka Holdings Co., Ltd. exercises significant control over the affiliates.
2 “Otsuka” (or the “Company”) refers to the Otsuka Group consisting of Otsuka Holdings Co., Ltd and subsidiaries of Otsuka Holdings Co., Ltd.
Conflicts of Interest
A conflict of interest arises when any personal activities or relationships (with customers, suppliers, competitors, family or friends) impair, or even appear to impair, your ability to make objective and fair business judgment for the Company. In other words, your personal interests potentially collide with the best interests of Otsuka, making it difficult for you to carry out job responsibilities impartially. We have a duty to work for the Company’s best interests and ensure that our personal interests do not intrude upon our responsibility to the Company. Accordingly, we must seek to avoid not only situations creating a personal conflict of interest but also those creating the appearance of one. In case of a possible conflict of interest, we encourage you to seek immediate guidance from the Legal/Compliance Department, which will determine what course of action is in the best interests of the Company.
Bribery and Corruption
A bribe is any item of value or advantage to influence action. Giving a bribe means providing, promising to provide or offering a bribe. Taking a bribe means receiving, promising to receive or requesting a bribe. Giving or taking a bribe could instantly damage our business and reputation built through our collective dedication and hard work. It can also trigger civil and criminal charges resulting in penalties such as fines and imprisonment. We must avoid even creating the perception that the Company would give a bribe to obtain or retain any business advantage.
Our company’s cross-border expansion has the potential to expose us to increased legal liability. It is our duty, as a multinational enterprise, to follow the laws of the countries where our employees, affiliates and alliances operate. As a global corporate citizen acting with integrity, Otsuka condemns all forms of bribery and corruption. We will not provide payments, items of value or advantages to influence anyone improperly, be they in the public or private sector, directly or indirectly, locally or internationally. Our legal and professional commitments include full compliance with applicable anti-bribery and corruption laws regardless of where we operate.
Discrimination and Harassment
Employees reach their highest level of professional and personal success in a workplace where all participants feel included, respected and valued. We empower employees to achieve their full potential through a fair, open and collegial work environment, free from all forms of discrimination and harassment3.
We strive to attract, retain and develop the best talent from a multitude of backgrounds and experiences, reflecting the growing diversity of the communities we serve. All aspects of our employment practices (e.g., recruitment and hiring, work assignment, performance evaluations, promotions, transfers) embody our commitment to fair employment practices. To this end, we base all employment decisions on merit, qualifications and other job-related criteria, without regard to race, color, national origin, gender, religion, citizenship, marital status, pregnancy, disability, or any other basis protected by applicable laws. Encouraging respectful interactions among ourselves, we act with courtesy and sensitivity toward one another. We strictly prohibit, and will not tolerate, harassment of any kind.
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3 Workplace harassment includes, but is not limited to, the use of words or actions that unreasonably interfere with one’s work or create an intimidating, hostile, or offensive work environment. It is unwarranted and unwelcomed conduct based on race, gender, religion, disability, or any other characteristic or group protected by relevant law.
Diversity and Inclusion
Our pioneering spirit provides a solid foundation for who we are. As a company driven by innovation, we actively pursue creative solutions through our diverse and dynamic workforce sparking out-of-the-box thinking. Our employees bring to work their unique cultures, backgrounds, experiences and insights. We strive for an inclusive culture, embracing, celebrating, and integrating the uniqueness of each individual. In the increasingly competitive global business community, the success of Otsuka requires collaboration across various functional areas, integration of different skills and consideration of multiple perspectives. A homogeneous workplace can miss out on the fresh ideas a diversity of perspectives can bring into the organization. Our dedicated team with varied backgrounds enhances our ability, for instance, to develop products that resonate with consumers in diverse cultures. Our continued global success derives from our people’s creative minds and boundless energy.
Fair Competition
We commit ourselves to fair and open competition on the merits of our products and services. Accordingly, we abide by antitrust laws, which promote healthy competition on a level playing field by preventing interference with a competitive market system. The laws aim to protect consumers and competitors against unfair practices such as agreements among competitors to fix prices, divide markets, allocate customers or limit the quality or production of products. At the core of antitrust enforcement lays the notion that independent entities should make independent decisions about how to conduct their business activities. An antitrust violation could trigger severe consequences such as criminal penalties and imprisonment for the Company, employees, and management.
Environmental Protection
Our vision to be a world healthcare leader includes a commitment to lead the effort in environmental protection. We all have the ability to make a difference in the local, national and international communities we serve. The responsibility to shape a cleaner, healthier environment rests with each one of us. Recognizing how our business impacts the earth, we have embedded our ecological values and practices into all aspects of our business.
We all need to familiarize ourselves with environmental practices applicable to our duties. Going beyond compliance with relevant laws and regulations, we also take a proactive approach, encouraging and pursuing environmentally sound behavior in our daily work. Every employee is personally responsible for mitigating harmful impacts of the Company’s operations on the environment. As we aim to strengthen our presence in the global marketplace, we continuously search for new and better ways to achieve sustainable development.
Privacy and Confidentiality
We have a duty to safeguard the confidentiality of the information entrusted to us not only by the Company but also by employees, contactors, suppliers, vendors, customers and others related to our business. Confidential or proprietary information obtained through employment by the Company or through providing services to the Company must be held in strict confidence and used only for legitimate business purposes. The obligation to preserve confidential information continues even after termination of employment or the end of any contractual agreement.
Confidential or proprietary information includes all information that is unavailable to the general public and gives the company certain competitive advantages. We must protect such information whether or not marked or otherwise designated as confidential. Never disclose any confidential matters to unauthorized persons internally or externally, even including your family members. Inadvertent disclosure of sensitive information in casual or social conversations could be just as harmful to our business. Use caution when disposing of documents with confidential or proprietary information.
We are equally responsible for respecting the confidentiality of other’s information. You must safeguard personal information and health information obtained in connection with your work with the Company in accordance with respective privacy laws and regulations. You must not acquire sensitive information related to other companies through improper means such as manipulation, misrepresentation, concealment, or breach of any non-disclosure agreement.
Insider Trading
Otsuka is subject to various laws and regulations governing trading in its securities. It is illegal to buy or sell securities (e.g., stocks, bonds, options, derivatives) of any public company, using non-public material information4 about the company. This is called “insider trading” and illegal. Because the information remains unavailable to other investors, a person taking advantage of such information ultimately gains an unfair advantage over the rest of the market. Insider trading can trigger extremely serious consequences, ranging from internal disciplinary action to significant civil and criminal liability.
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4 Material information is information which typically has an important influence on an investment decision of an investor.
Intellectual Property
Intended to reward the efforts of creators/inventors, intellectual property laws protects the work and allow the creator to prevent unauthorized use and misuse of their works. Intellectual property includes inventions, designs, images, symbols, literary and artistic works and is protected by law through patents5 , trademarks6 , copyrights7 , and trade secrets8 .
In the age of globalization, intellectual property rights are protected and enforced at the multinational level. Protecting our intellectual property helps the Company maintain its competitive edge in the global marketplace. We should limit access to our intellectual property to appropriate individuals within the Company and to authorized third parties. We should report any suspected misuse of our intellectual property to the Legal /Intellectual Property Department.
Equally important, we all have a duty to respect and protect the intellectual property rights of third parties. Improper use of others’ intellectual property may trigger fines, lawsuits, or criminal penalties for the Company and you.
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5 A patent is a grant for a limited duration of an exclusive right to exclude others from making, using, importing, offering for sale or selling an invention. Inventions or discoveries that are entitled to patent protection include any new and useful process, machine, manufacture or composition of matter.
6 A trademark is a protected character, figure, sign or three-dimensional shape, or any combination thereof that identifies and distinguishes the source of a good or service for the consumer.
7 A copyright is a form of protection granted for original works of authorship fixed in a tangible medium of expression, including literary, dramatic, musical, and artistic works such as poetry, novels, movies, songs, computer software, and architecture.
8 A trade secret is information that is useful for business activities, is kept secret, and is not publicly known. It can be a formula, pattern, compilation, program, device, method, technique, process, etc.
Maintaining Books and Records
The proper management of books and records can directly impact our business operations. We must create and maintain accurate company records through compliance with proper internal controls (e.g., accounting) and record-keeping procedures. Each business transaction, even if minor, must be reported accurately, honestly, and completely. Each one of us is individually responsible for understanding and practicing the reporting and documentation requirements applicable to our role.
We must ensure the accuracy of Company records, reflecting the true nature of the business transactions and activities being recorded. Under no circumstances may you falsify or manipulate our books and records.
Business Integrity
Our values of integrity and transparency guide us in all aspects of our business operations. We uphold both the spirit and letter of applicable laws and regulations as well as industry codes of ethics governing research, marketing and promotion. We prevent unfair, deceptive or misleading practices. To earn and maintain the trust of patients, consumers, the community and society at large, we consistently conduct business with integrity and transparency.
Reporting Concerns
At Otsuka, we foster and sustain a workplace culture that promotes open and honest communication.
By providing reporting procedures and channels, we encourage each person to ask questions or express concerns. When in doubt about the best course of action, err on the side of seeking guidance. You should initially consult your immediate supervisor. If your question remains unresolved, we encourage you to contact your local Legal/Compliance/Human Resources Department or any other subject matter experts.
We also urge you to report it immediately if you suspect or know of any violation of law, this Code, or internal Company policies and procedures. We will promptly investigate the matter and take corrective action if necessary.
We prohibit retaliation of any kind. As long as you are raising your concern in good faith, we take all reasonable steps to ensure that you have a right to pursue your claim without fear of retaliation. Employees who engage in retaliatory conduct will face disciplinary actions.
Issuance and Implementation
The Internal Control Department of Otsuka Holdings Co., Ltd. is responsible for the issuance and implementation of this Policy.
Modifications
Modifications of this Code require authorization by the Board of Directors of Otsuka Holdings Co., Ltd.
Established on July 1, 2014.
Vigil Mechanism Policy
OTSUKA PHARMACEUTICAL INDIA PRIVATE LIMITED CIN: U24230GJ2012PTC072692
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Applicability
This policy applies to all employees of Otsuka Pharmaceutical India Private Limited (OPI). All employees are expected to familiarise themselves with the policy and act in accordance therewith at all times.
Policy Contents
• Amendment
• Preamble
• Objective
• Approval by Board
• Definitions
• Eligibility
• Applicability
• Policy
• Reporting Procedure
• Investigation
• Decision & Reporting
• Confidentiality
• Protection
• Disqualification
• Access to Chairman of the Board of Directors
• Communications
• Retention of Documents
Amendment
Subject to the legal provisions and approval of the Board, Company, reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever.
Preamble
Extant regulation requires OPI to frame and establish VIGIL MECHANISM/ WHISTLE BLOWER POLICY.
Approval By The Board
Accordingly, Company has established a Whistle Blower/ Vigil Mechanism and formulated a policy in order to provide a framework for responsible and secure Whistle Blowing/ Vigil Mechanism approved by the Board and it may be periodically reviewed by the Board.
Objective
The Vigil Mechanism (Whistle Blower Policy) aims to provide a channel to the stakeholders to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct, Global Code of Business Ethics or any notified policy of the Company. The Company is committed to provide a platform/ framework under which stakeholders of the company can report their genuine concerns and grievances.
Reporting under this policy neither releases stakeholders from their duty of confidentiality in the course of their engagement with Company nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.
The mechanism provides for adequate safeguards against victimization of stakeholders and also provides for direct access to members of top management of the Company, in exceptional cases.
This Policy applies to stakeholders, regardless of their location. Violation will result in appropriate disciplinary actions. The stakeholders are required to familiarize themselves with this policy and in case of any question, employees are advised to seek guidance from the Human Resource Department of Company and other if stakeholders are required to seek guidance from Legal Department of Company.
Definitions
- ‘Board’ means The Board of Directors of the Company.
- ‘Company’ means “OTSUKA PHARMACEUTICAL INDIA PRIVATE LIMITED”
- ‘Complainant’ means a Stakeholder of the Company who makes a Protected Disclosure under this Policy.
- ‘Fact Finding Body’ means such person(s) of Vigilance and Ethics Officer(s) who have received the protected disclosure and includes any consultant appointed by such officers under the provisions of this policy, on case to case basis.
- ‘Protected Disclosure’ means any communication made by a complainant in good faith that reports, discloses or demonstrates her/his genuine concerns or grievances. The concerns or grievances may be relating to practices, work environment/ conditions, fraud, misappropriation of monies/ assets, malpractices, misuse or abuse of authority, violation of company/statutory rules, gross negligence, and other such activities of reasonably negative nature which may be considered as tarnishing the image of the organization, its products, employee morale and employee’s/ stakeholder’s safety at the workplace.
- ‘Stakeholders’ means any person is directly related to the Company, which includes Customers/ Employees/ Vendors/ Agents/ Statutory Authorities/ Directors or any other persons having any direct tangible interest in the Company.
- ‘Vigilance and Ethics Officer(s)’ are the person(s) nominated/ appointed to receive protected disclosure from complainant, maintaining records thereof, placing the same before the Board of Directors (Through the Chairman or by the persons mentioned in the escalation matrix below) for its disposal and informing the Whistle Blower the result thereof.
Eligibility
All Stakeholders of the company are eligible to make Protected Disclosures under the policy in relation to matters concerning the company. Such person shall be Stakeholder at the time of making ’Protected Disclosures’ under the Policy.
Applicability
This policy will remain current until withdrawn or modified.
Policy
- Reporting Procedure
A complainant before making a complaint under this Policy ought to have a reasonable belief that an issue exists, and s/he has acted in good faith. Further, Complainant or Fact-finding body assisting in the investigation shall also be protected to the same extent as the Complainant. Any complaint not made in good faith shall be viewed seriously and the complainant shall be subject to disciplinary action as per the rules/ certified standing orders of the Company.
All Protected Disclosures should be reported in English language in writing (either typewritten or handwritten) under a covering letter and signed by the complainant as soon as the Complainant sure of the unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct, Global Code of Business Ethics or any notified policy of the Company.
The envelope should be super scribed as ‘Protected disclosure under the Vigil Mechanism/ Whistle Blower Policy’ or sent through email (to: VigilMechanism@Otsukapharma.in) with the subject ‘Protected disclosure under the Vigil Mechanism/ Whistle Blower policy’. If the complaint is not super scribed and closed as mentioned above, the protected disclosure will be dealt with as if a normal disclosure.
The Company has established the following Escalation Matrix for Reporting & Investigation by Vigilance and Ethics Officer(s) of the complaints received under the Vigil Mechanism/Whistle Blower Policy, which shall report to the Board about all the outcome of the Investigation.
- Head-HR / Head Corporate Planning
- Executive Committee of the Company
- The Board
The complaint shall be submitted to the lowest escalation matrix, i.e. first to Head HR.
- However, if the complaint is against Head HR, it shall be submitted to Head Corporate Planning.
- However, if the complaint is against both – Head HR and Head Corporate Planning, the complaint shall be submitted to Executive Committee of the Company.
- However, if the complaint is against all – Head HR, Head Corporate Planning and any/all member(s) of Executive Committee, the complaint shall be submitted to Board through suitable means.
On receipt of the protected disclosure the Vigilance and Ethics Officer(s) shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.
Anonymous/ Pseudonymous disclosure shall not be entertained by the Vigilance and Ethics Officer(s).
The complaint shall be addressed by the recipient of the complaint (direct receipt of complaint from complainant or by escalation), preferably within 45 working days, in best possible means, keeping a justified view and considering long term interest. If the complaint is not addressed within stipulated time, the recipient of the complaint shall submit the complaint and all workings and/or findings to the next level in the escalation matrix and shall assist in addressing the complaint.
- Investigation
All Protected Disclosures under this policy shall be recorded and thoroughly investigated. The Fact-Finding Body shall carry out an investigation. The result of the investigation shall be informed to the Board.
The Board, if deems fit, may call for further information or particulars from the complainant and at its discretion, consider involving any other/ additional Officer of the Company and/ or Committee and/ or an outside agency for the purpose of any further investigation, if required.
The investigation by itself would not tantamount to an accusation and is to be treated as a neutral fact-finding process.
All information disclosed during the course of the investigation shall remain confidential and shall not be shared to complainant or any other employee,
except as necessary to conduct the investigation and/or to take any remedial action, in accordance with this policy and applicable law. However, the Vigilance and Ethics Officer(s) shall disclose all the relevant facts to the top management, of the Company for the Complaint, wherever the Vigilance and Ethics Officer(s) feels necessary.
- Decision & Reporting
If an investigation leads to a conclusion, that an improper or unethical act has been committed, the Vigilance and Ethics Officer(s) shall recommend to the Board of Directors of the Company to take such disciplinary and/or corrective action as it may deem fit. Nothing in this policy shall prevent the Executive Director(s) of the Company to take appropriate actions in good faith, in critical matters even prior to specific report to and/or approval of the Board.
Any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.
If an investigation leads to a conclusion that a false allegation of unethical & improper practices is made by any complainant, subject to the opinion of the Vigilance Officer or the Board of Director, the complainant shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.
- Confidentiality
The Complainant, Fact Finding Body, or any person who has access to the information related to the Complaint received under this policy shall maintain confidentiality of all matters under this Policy, discuss only to the extent or with those persons as required under this policy for completing the process of investigations and keep the papers in safe custody.
- Protection
No unfair treatment will be meted out to a Complainant by virtue of her/him having reported a Protected Disclosure under this Policy. The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair practice being adopted against a Complainant. Complete protection will, therefore, be given to the Complainant 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 Complainant’s
right to continue to perform her/his duties/ functions including making further Protected Disclosure. The Company will take steps to minimize difficulties, which the Complainant may experience as a result of making the Protected Disclosure. Thus if the Complainant is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Complainant to receive advice about the procedure, etc.
- Disqualifications
While it will be ensured that genuine Complainants are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.
Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Complainant knowing it to be false or bogus or with a mala fide intention.
Complainants, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious, shall be liable to be strictly prosecuted.
- Access to the Board
The Complainant shall have right to access of the Board directly in exceptional cases and the Board is authorized to prescribe suitable directions in this regard.
- Communication
This Policy cannot be effective unless it is properly communicated to the Stakeholders. Stakeholders shall be informed through by publishing on the intranet and the website of the Company or any other common platform.
- Retention of Documents
All Protected Disclosures in writing or documented along with the results of investigation relating thereto shall be retained by the Company for a period of 7 (seven) years or such other period as specified by the relevant law in force, whichever is more.
Corporate Social Responsibility (CSR) Policy
About
Besides mandatory compliance regime, the Company has always acknowledged the importance of good corporate governance and CSR. Since beginning the Company had tied itself with various kinds of social commitments.
Thus, we also appreciate initiative taken by the Governments in introducing CSR framework and CSR Policy has been developed in accordance with section 135 of the Companies Act 2013 (referred to as the Companies Act in this policy) on CSR and in accordance with the CSR rules (here by referred to as the Rules in this policy) notified by the Ministry of Corporate Affairs.
The Company strongly believes that Corporate Social Responsibility (CSR) is connected with the principles of sustainability and recognizes that its business activities have wide impact on the society in which it operates.
We believe that our Corporate Responsibility lies in embracing through commitment to grow in a socially and environmentally responsible way and meet with interests of all relevant stakeholders. Consequently, the Company also makes decisions taking into consideration the social and environmental factors while doing business along with financial parameters.
Mission & Objectives
Our Company is running on Philosophy Called “Otsuka People creating new products for better health worldwide” and The policy aims at enabling and facilitating accomplishment of Company’s CSR Objectives’ outlined as follows:
a) We are committed to the common good through responsible business practices and adopting high value on good corporate governance parameters; b) We are committed to actively support the national development initiatives to ensure sustainable change;
c) We are committed to engender a sense of empathy and equity among employees of the company to motivate them to give back to the society.
d) We are committed to developing socially relevant innovative solutions.
e) We are committed to promoting education in and around our areas of operations as a long term Investment in society’s future viability. f) We are committed to balancing economic growth with ecological and social responsibility.
VALIDITY OF CSR POLICY
The Company’s CSR Policy has been approved by the Board of Directors on May 29, 2017. The CSR Policy may be amended as required by the Board time to time.
Applicability
This CSR Policy shall apply to all CSR projects/ programs undertaken by the Company in India as per Schedule VII of the Act. This CSR Policy shall be applicable to all the plants and office locations of Otsuka Pharmaceutical India Private Limited.
GENERAL PROVISIONS
- The projects undertaken as CSR Activities through an implementing agency should be in co-relation and compliance to the said Act and Rules
- CSR Projects with area of operation within India shall only be taken into consideration.
- Otsuka Pharmaceutical India may collaborate with other companies for undertaking CSR Projects, in such manner that the CSR Committees of respective companies are able to report separately on such projects and in accordance with the said Rules. Further each such collaborating company has to individually comply with requirements of the said act.
CSR Focus Areas
For purposes of focusing its CSR efforts in a continued and effective manner, the following areas have been identified:
i) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;
ii) Promotion of education, including special education and employment enhancing vocation skills especially among children, women, elderly, differently abled and livelihood enhancement projects;
iii) Promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;
iv) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air and water
v) Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of Art, setting up public libraries, promotion and development of traditional arts and handicrafts;
vi) Measures for the benefit of armed forces veterans, war widows and their dependents;
vii) Training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic sports;
viii) Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socio -economic development and relief and welfare of the Scheduled Castes, Scheduled Tribes, other backward classes, minorities and women;
ix) Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;
x) Rural Development Projects.
xi) Any other project / areas that may be specified by Ministry of Corporate Affairs from time to time.
The above focus areas are in line with the Schedules VII of the Companies Act, 2013. The CSR Projects that benefit only the employees of the Company and/ or their families shall not be considered as CSR Activities, within the purview of this Policy and Section 135 of the Companies Act, 2013 read with the CSR Rules
Implementation Process
a) Identify Projects:
Based on the study of the focus areas, need assessment will be done and the project shall be identified.
b) Identify Implementing Agencies:
It is the responsibility of the CSR Committee, while the implementation modality of a
CSR project / program is defined, to ensure that the external body who would execute the said project / program is clearly identified.
The external body shall meet the following criteria:-
i) NGO’s / Societies / Trusts / Professional Organizations / Academic Institutions / Hospitals / Section 8 Companies formed for Non-Profit, etc.
ii) Have a permanent office / address in India;
iii) Be a registered organization under relevant statute and bear such registration
Certificate in its name;
iv) Possess a valid Income ‐ tax Exemption Certificate;
v) Have verifiable antecedents, subject to confirmation;
vi) Have a track record of at least three financial years.
c) Recommendation to the Board and Approval:
The CSR Committee shall recommend to the Board of Directors, the CSR projects or programs which the Company plans to undertake specifying the modalities of execution of such projects or programs and implementation schedules for the same and also the monitoring process of such projects.
d) Sanction and Disbursement of Funds:
The Board of Directors upon approval may sanction CSR Funds to such Projects / Programs to be undertaken and disburse the funds to the Implementing Agency so appointed for undertaking the CSR Project.
Roles and Responsibilities
Board
The Board of Director will be responsible for:
i. Constituting the CSR committee through a Board resolution with the defined composition and tenure.
II. Approve the CSR policy as formulated by the CSR Committee through a Board resolution
III. Ensure that every financial year funds committed by the Company for CSR activities are utilized effectively and will monitor implementation regularly.
IV. Disclosure in its Annual Report names of CSR Committee members, the content of the CSR policy and ensure annual reporting of its CSR activities on the Company website.
V. Ensure annual reporting of CSR policy to the Ministry of Corpoarte Affairs, Government of India, as per the prescribed format.
CSR Committee
CSR Committee
i. Composition of the CSR committee: will consist of three directors or such number of directors as may be prescribed from time to time.
ii. Responsibility of the CSR committee:
- Identify CSR team for implmentation of CSR programmes and Projects
- Formulate the CSR policy and identify activties to be undertaken as per Schedule VII of the Companies Act 2013.
- Recommend the CSR expenditure to be incurred.
- Report back to the Board of Directors for approval of the CSR policy
- Regularly monitor the implemention of the CSR policy.
- Change/Modify the CSR policy as per requirment.
- The Company Monitoring and Reporting Framewor
In compliance with the Act and to ensure whether funds spent on CSR programmes are creating the desired impact on the ground, a comprehensive Monitoring and Reporting framework is being put in place. The monitoring and reporting mechanism is divided into three distinct areas:
I. Programme Monitoring
II. Evaluation
III. Documentation and Reporting