CODE OF BUSINESS ETHICS INTRODUCTION Business ethics is a form of applied ethics or professional ethics that examines ethical principles and moral or ethical problems that arise in a business environment. It applies to all aspects of business conduct and is relevant to the conduct of individuals and entire organizations. MEANING Code of Business Ethics is rooted in the core Spectris values. It takes our first value of Honesty and Integrity and seeks to expand this into a fuller set of guiding principles grouped into three subject headings: Working with Business Partners, Collaborating with Colleagues and Protecting the Business. Prescriptive rules cannot be formulated for every business circumstance, but our values and the spirit of the Code should guide you toward the appropriate and ethical course of action. Business Ethics Form The Code of Business Ethics Form is used by companies to communicate policies and practices that govern a company’s dealings with other businesses. The Code of Business Ethics Form provides a way to hold employees accountable for the company’s standards of integrity and quality. This code form is used when first establishing or revising your business’s ethical standards. KEY POINTS FOR DEVELOPING CODE OF ETHICS 1. Having a code of ethics is considered to be good corporate governance. Codes should not be developed merely as a reaction to a reputation crisis. Staff at all levels and in all jurisdictions should be involved in both the content and implementation of a code. 2. Pressures on UK boards of directors to take corporate conduct seriously have grown in recent years. They range from new legislation and increased employee requirements to media reports of corporate misconduct and the growth of socially responsible investment (SRI).

3. Corporate values and ethics have to come from the top. Board involvement is vital to the effectiveness of an ethics policy. The code should be endorsed by the chairman and/or CEO and board members should require regular reports on how the code is operating. 4. One size never fits all. Each company needs to develop its own unique code of ethics, based on the core values of the business. 5. Having a code is not enough to ensure ethical behaviour. The code needs to be understood, used, taught, monitored and regularly re-evaluated and revised. RULES FOR BUSINESS ETHICS The important rules or principles of business ethics are as follows:1. Avoid exploitation of consumers : Don't cheat and exploit consumers by using bad business practices such as artificial price rise and adulteration. 2. Avoid profiteering : Don't indulge in unscrupulous activities like hoarding, black-marketing, sale and use of banned or harmful goods, etc., for the sake of greed to earn exorbitant profits. 3. Encourage healthy competition : Don't destroy a healthy competitive atmosphere in the market which offers certain benefits to the consumers. Do not engage in a cut-throat competition. Avoid making attempts to malign and spoil the image of competitors by unfair means. 4. Ensure accuracy : Always check and verify the accuracy in weighing, packaging and quality while supplying goods to the consumers. 5. Pay taxes regularly : Pay taxes and other charges or duties to the government honestly and regularly. Avoid bribing government officials and lobbying for special favours. 6. Get accounts audited : Maintain accurate business records, accounts and make them available to all authorised persons and authorities. 7. Fair treatment to employees : Pay fair wages or salaries, provide facilities and incentives and give humane treatment to employees. 8. Keep investors informed : Supply reliable information to shareholders and investors about the financial position and important decisions of the company.

9. Avoid injustice and discrimination : Avoid injustice and partiality to employees in transfers and promotions. Avoid discrimination among them based on gender, race, religion, language, nationality, etc. 10.No bribe and corruption : Don't give expensive gifts, secret commissions, kickbacks, payoffs to politicians, bureaucrats, government officials and suppliers. Say no to bribe and avoid corruption. 11.Discourage secret agreement : Do not make a secret agreement with other businessmen for controlling production, distribution, pricing or for any other activity, which is harmful to the consumers. 12.Keep service before profit : Accept the principle of "service first and profit next." The customer or consumer is the most important part of any business. All business activities are done for meeting his needs and for increasing his satisfaction and welfare. 13.Practice fair business : Make your business fair, humane, efficient and dynamic. Give the benefits of these qualities to the consumers. 14.Avoid monopoly : Avoid forming private monopolies and concentration of economic power. Monopolies are bad for consumers. 15.Fulfil customers expectations : Adjust your business activities as per the demands, needs and expectations of the customers. 16.Respect consumers rights : Give full respect and honour to the basic rights of the consumers. 17.Accept social responsibilities : Honour responsibilities towards different social groups. 18.Satisfy consumers wants : Find out and satisfy the wants of the consumers. Use the available resources to produce good quality goods and services. Supply these goods and services regularly to the consumers. Charge reasonable prices for the goods and services. Give proper aftersales services. Do not produce goods and services, which are harmful to the health and life of the consumers. Remember, the main objective of the business is to satisfy the consumers wants. 19.Service motive : Give more importance to service and consumer's satisfaction and less importance to profit-maximization. Make profits by providing services to the consumers. Do not make profits by exploiting the consumers. 20.Protect group interests : Protect the interest of the group i.e give employees better wages and good working conditions, give shareholders

better rate of dividend, give consumers good quality goods and services at low prices, etc. 21.Optimum utilisation of resources : Ensure better and optimum utilisation of natural and human resources and minimise wastage of these resources. Use the resources to remove poverty and to increase the standard of living of people. 22.Intentions of business : Use pure, legal and sacred means to do business. Do not use illegal, unscrupulous and evil means to do business. 23.Follow Woodrow Wilson's rules : According to the late American President Sir Thomas Woodrow Wilson, there are four important principles of business ethics. These four rules are as follows:a. Rule of publicity : According to this principle, the business must tell the people what it is going to do. It must not create doubts, misunderstanding, suspicion, secrets, etc. b. Rule of equivalent price : According to this principle, the customer must be given proper value for their money. So the business must not sell below standard, outdated and inferior (poor) goods for high prices. c. Rule of conscience in business : If the business is conducted properly, then it is beneficial to the society. Otherwise, it is harmful to the society. Therefore, the businessman must have a conscience, i.e. a morale sense of judging what is right and what is wrong. He must be very careful while taking business decisions because these decisions affect the entire society. d. Rule of spirit of service : The business must give importance to the service motive. That is, priority must be given to render service to human beings over profit. Purpose e. A code of ethics guides all managerial decisions, creating a common framework upon which all decisions are founded. This can help to create a cohesive understanding of the boundaries within an organization and the standards set for interacting with external stakeholders. A formal, well-communicated code of ethics can also help to protect a company's reputation and legal standing in the event of a breach of ethics by an individual employee. f. Scope g. Codes of ethics can cover any scope, from the corporate level to the workgroup level. Corporate level ethics standards speak in

grand, idealistic terms, communicating the entire ethical vision of the organization in a single document. Ethical standards for business units or geographical divisions can be a bit more specific, applying to the particular industry or region in question. Codes of ethics at the departmental level often deal with highly specific issues, which are often related to experiences and trends within the department. h. Process i. Codes of ethics are simple for an executive to create in the privacy of his own office, but an individually dictated set of standards can often fail to achieve its purpose. Involving a wide range of employees from all levels of an organization in the process of drafting and formalizing a code of ethics can help to ensure that all employees are on board with and committed to the standards. Revising your code of ethics from time to time in response to changes in the industry or legal environment can help to ensure that your company's ethical reputation remains impeccable. Purpose A code of ethics guides all managerial decisions, creating a common framework upon which all decisions are founded. This can help to create a cohesive understanding of the boundaries within an organization and the standards set for interacting with external stakeholders. A formal, wellcommunicated code of ethics can also help to protect a company's reputation and legal standing in the event of a breach of ethics by an individual employee. Scope Codes of ethics can cover any scope, from the corporate level to the workgroup level. Corporate level ethics standards speak in grand, idealistic terms, communicating the entire ethical vision of the organization in a single document. Ethical standards for business units or geographical divisions can be a bit more specific, applying to the particular industry or region in question. Codes of ethics at the departmental level often deal with highly specific issues, which are often related to experiences and trends within the department. Process Codes of ethics are simple for an executive to create in the privacy of his own office, but an individually dictated set of standards can often fail to achieve its purpose. Involving a wide range of employees from all levels of an organization in the process of drafting and formalizing a code of ethics can help to ensure that all employees are on board with and committed to the standards. Revising your code of ethics from time to time in response to changes in the

industry or legal environment can help to ensure that your company's ethical reputation remains impecable. IMPORTANCE OF CODE OF BUSINESS ETHICS  There are three main factors that need to consider when creating an ethical code for your business. First, should have open communication with members of management and also the employees. In order to promote confidence in each other and the company, and also to have a level of comfort and trust, communication must be open so that employees at all levels can discuss any issues that make come up regarding the code of ethics.  Second, there should be a team designed strictly for the purpose of watching the ethical actions of all the employees within the company. They should have specific procedures to identify incidences of unethical behaviors. They should also have specific procedures that are designed to deal with the issues of ethical misconduct.  Finally, when creating business' ethical code, should have a vision that is clearly explained. All aspects of the ethical rules should be detailed. This is the foundation for the entire ethical code that you design for your business. It is vital to the ultimate success and implementation of the entire set of ethical principles for your business. Code of business ethics in india Understanding the significance of cultural, economic, regulatory and ecological issues while establishing a business in a foreign country is of the utmost importance.The business culture of India is a reflection of the various norms and standards followed by its people. It is important that a person wanting to start a business in India has an idea of the business culture, ethics and customs followed there.

Some examples are: In India guests are treated with the utmost respect and courtesy. Indians have difficulty in saying no; this could be a stumbling block in negotiations and in closing contracts. 

The notion of time management and punctuality is still an anathema in India. It would not be surprising if meetings are postponed, re scheduled, cancelled or organized at a very short notice.

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Bureaucratic hurdles and a laidback approach to work in government circles could result in delays in processing, overload of paperwork and a general lack of confidence in the system. Therefore, immense patience is required for any business transactions in India.

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Indian business culture puts emphasis on favours, friendship and clanship. Friendship is highly valued. The Western concept of conflict of interest does not always mesh well with the Indian value of loyalty.

Using the Code This Code of Business Ethics is not intended to address every situation that you may encounter. Rather, it provides overall standards for many common issues and resources to use so you can resolve other ethics and compliance issues. If in doubt about what is the proper action, ask yourself the following questions about the issue:  To which stakeholders does the company have responsibilities or commitments?  What are my specific responsibilities in my job?  What laws, regulations, industry standards or company policies address the issue?  What person can help me to effectively resolve the issue?  What options should I consider to determine the best response? Never hesitate to seek additional guidance from your manager, a senior executive or member of the legal team.

Dealing with Competitors Do not enter the company into any agreement or understanding with a prospective or current competitor that is intended or likely to suggest unfair competition. Do not even discuss these agreements or understandings or exchange related information with a competitor. If any of the improper topics listed below arise in a meeting involving competitors, state that you believe the discussion is improper, immediately excuse yourself and report the matter to your company’s legal counsel. Such situations can risk the company’s reputation and continuing ability to market its products and services. Improper topics include: – “Price fixing,” or setting prices with competitors, or even exchanging pricing information with competitors. – Allocation of markets, customers or territories among competitors. – “Bid rigging”, or arranging bids with competitors (for example, an arrangement to ensure that a competitor wins onebid while another will win another bid). – Boycotts with competitors of an individual or group of customers or suppliers or refusals with competitors to deal with a certain customer or supplier. – Restrictions with competitors on production levels or distribution channels.  Before beginning any discussions or other communications with a competitor about a partnering arrangement, such as a joint venture or teaming, first seek advice from the Spectris plc company secretary or your company’s legal counsel. Trade Controls Support the company’s responsibilities for cross-border trade and follow the export, re-export, import and embargo requirements set by the countries in which we do business.Most countries in which we conduct business regulate the movement of products, services and data across their borders. If your work

involves moving products, services or information across country borders, ensure that you know the company’s policies and procedures and related regulatory requirements. It is important that all employees know in advance the required steps regarding exports or imports to avoid problems during the actual movement of materials. Exports Many countries require that certain materials receive approval for exports, such as those that involve certain intellectual property or are intended for or could have military use. Exports often require documentation and an indication of whether the material is intended for re-export. In some situations, individuals may be restricted in providing information or technology to a noncitizen of that country or sending or taking this information out of the country. Imports Many countries require certain documentation, declarations, fees, permits and labeling for imported products. Embargoes Certain countries restrict or prohibit exporting products, services, information, or knowledge to certain countries, companies or individuals. Know the rules in the country where you work or the country of origin if you are reexporting products.Company requirements also pertain to agents or other representatives doing business for the company or acting on its behalf. Working with Third Parties Protect the company’s reputation: ensure that third parties’ work for the company holds to our values and standards.We use various third parties – agents, contractors, consultants and other representatives – to serve and sometimes represent the company. Because these parties help us to form relationships with other partners and in some cases represent the company, it is imperative that they understand our approach for conducting business and our standards of conduct. Specifically:

 Properly review potential third parties before engaging them to ensure that they have a record of responsible business practices and that their business approach is aligned with that of the company.  Clarify for third parties the company’s expectations regarding how they conduct business for the company, as identified in any agreement or contract; provide them with the company’s Code of Business Ethics with the expectation that they follow all applicable topics (certain conflicts of interest will not apply to third parties, though we expect them to inform the company of any potentialsituations that could conflict with their identified duty to the company).  Do not use third parties to conduct improper business activities. Business Information The business information that we work with is vital to our success. It provides theimportant knowledge to help us serve our customers and effectively compete. At times, others entrust us with their information. We must use all of this information wisely and carefully to get the best value from it. Information Technology Systems Maintain the integrity of our information technology resources: use them with care and according to company procedure, and protect them from improper use and harm.Information technology systems, software and data are important tools for managing the business. Their physical integrity and security are critical to our operations and help us to most effectively serve our customers. Information technology includes all networks, computers, software, telephones, personal digital devices, data and system and Internet access.  Use safeguards all information technology systems from improper access or use, including desktop and laptop computers.  Use safeguards to access company information technology systems, such as passwords and proper logins.  Prevent others from accessing our information technology systems without authorization.  Not introduce unapproved, unlicensed or potentially malicious software onto the systems.

 Use these systems only for approved business purposes. Minor personal use may be permitted if this does not involve an outside business activity and does not violate any of the above standards. Conflicts of Interest Avoid any personal interests or activities that may conflict with the company’s interests or your company duties.At times, a personal interest may differ with our responsibility to the company. As part of our job, we have responsibility to ensure that personal activities do not conflict with our work duties or loyalty to the company. Many times, these conflicts can be resolved with minor adjustments. All employees have a duty to review any potential conflicts of interest with their manager to ensure that any actual conflicts are addressed. Outside activities Do not engage in any personal business activities with the company’s customers, suppliers and competitors, including any employment, board service, consulting or other advisory work. Ensure that any non-business personal activities or other interests, such as work for non-profit or community organizations, also do not conflict with your work. Financial interests Do not hold any personal financial interests in a competitor, customer or supplier. Also,inform your manager if your partner or other family member living with you holds such an investment. This restriction does not include ownership through an investment fund where you do not control purchase or sale of individual securities or minor investments in a publicly-listed company. If you are unsure of whether an investment is minor, consult with a member of the legal team. Corporate opportunities Inform your manager of any innovations, ideas or other potential intellectual property that you or others develop in company work so the company can seek to protect and benefit from them.

Working with family members Disclose to a senior executive situations where you may conduct company business directly with a family member or close friend who works for a potential or current customer or supplier. Also, disclose situations where you may report to or supervise a family member or close friend within the company.

Human Rights Display the company’s commitment to human rights. Ensure that company operations adhere to these important standards.The company supports human rights standards and requires responsible conduct regarding:      

Employment rights and opportunities. Workplace non-harassment. support for disabled individuals. Non-use of forced or child labor. Environmental practices and safe working conditions. Freedom of association and collective bargaining.

ADVANTAGES 1. Guide employees in situations where the ethical course of action is not immediately obvious. 2. Help the company reinforce – and acquaint new employees with – its culture and values. A code can help create a climate of integrity and excellence. 3. Help the company communicate its expectations to the staff to suppliers, vendors and customers. Also, by soliciting feedback and questions, a company can use the code to encourage frequent, open and honest communication among employees. 4. Minimize subjective and inconsistent management standards. A code explicitly outlines the rights and responsibilities of staff members and helps guard against capricious and preferential treatment of employees. 5. Help a company remain in compliance with complex government regulations.

6. Build public trust and enhance business reputations. Also, a code helps demonstrate the company’s values to socially responsible investors. 7. Offer protection in preempting or defending against lawsuits. 8. Enhance morale, employee pride, loyalty and the recruiting of outstanding employees. 9. Help promote constructive social change by raising awareness of the community’s needs and encouraging employees and other stakeholders to help. 10.Promote market efficiency – especially in areas where laws are weak or inefficient – by rewarding the best and most ethical producers of goods and services. DISADVANTAGES Smaller Profits A professional code of ethics restricts a businessman from going after maximum profit in favor of "what's best for the client." This may mean a businessman's sales figures under-perform for a given quarter because he's only selling people what they "need" versus what he can convince them they need. If the businessman works on a commission, not only is he returning smaller profits for his business but he's also taking home less money. According to SRA International, a professional code of ethics teaches an employee to put the client first and always be honest with him. In the competitive business world where results matter more than politeness, this strategy could cost someone a job. Wasted Time A professional code of ethics requires you to invest your time in inefficient ways. Taking the time to establish good rapport with clients and other sales people takes time away from the business of making money. For example, while you're off somewhere at a charity golf event raising your presence in the community as an upstanding, ethical businessman, your competition is closing a deal and maneuvering you out of contention. Losing a big sale to more tenacious competition can severely damage your career. Performance and Unattainable Goals A professional code of ethics places value on treating all employees with respect as opposed to respecting performance. Implementing a professional code of ethics may cause employee production to slip as the focus is taken away from results and work standards, and turned toward creating a happy work environment. A code of ethics may also raise the public's expectations for

company standards to unattainable levels, according to the business information website Goliath. This creates a more stressful workplace as employees struggle to maintain performance standards while learning a new rules set. PRACTICAL APPLICATION OF DELL: Business Ethics is a very important part of having and running a successful business. Your business ethics consist of the behavior that a business adheres to in daily dealings within the world. There are a few key components that are covered under the business ethical umbrella within the Dell Computer Corporation they are as follows: Corporate Social Responsibility, Corporate Governance, Environmental Responsibility and Corporate Accountability. These key components are what make Dell Inc. a successful company within the computer industry. CONCLUSION From that we concluded,Having a code of ethics is considered to be good corporate governance. Codes should not be developed merely as a reaction to a reputation crisis. s