Corporate Governance

1. OBJECTIVES
 

1.1. Aster DM Healthcare believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

1.2. Accordingly, this Whistle Blower Policy (“the Policy”) has been formulated with a view to provide a mechanism for employees of Aster DM and its subsidiaries to approach the Vigilance & Ethics Officer / Chairman of the Audit Committee of the Company with genuine concerns which affect the Company.

2. SCOPE

2.1. All employees can report the Protected Disclosures under the policy.

2.2. The Whistle Blower’s role is that of a reporting party with reliable information. They are not required or expected to act as investigators or finders of facts, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case.

2.3. WhistleBlowers should not act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by the Investigator or the Audit Committee or the Investigators.

2.4. Protected Disclosure will be appropriately dealt with by the Audit Committee.

3. COVERAGE

3.1 Employees of Aster DM Healthcare and its subsidiaries, located in different geographies.

4. DEFINITIONS

4.1.1. The definitions of some of the key terms used in this Policy are given below. Capitalized terms not defined herein shall have the meaning assigned to them under the Code.

4.1.2. “Audit Committee” means the Audit Committee constituted by the Board of Directors of the Company 

Aster DM Healthcare: Code of Conduct (CoC)

The Asterian Ethos is guided by the simple truth: "how we treat others defines who we are". Our commitment is anchored in our brand promise: "We’ll Treat You Well". 

Our Code of Conduct establishes the ethical and professional standards that ensure integrity, transparency, and accountability in all our business operations and interactions. 

1. Core Philosophy 

   Vision: "A Caring Mission with a Global Vision to serve the world with Accessible and Affordable Quality Healthcare". 

2. The Asterian Ethos – Our Values: 

   We operate with six core values, which form the foundation of our culture and decision-making: 

   • Excellence: Constantly challenging ourselves to surpass current benchmarks and take the organization to greater heights. 
   • Respect: Treating all people with the utmost dignity, valuing their contributions, and fostering an inclusive culture.
   • Compassion: Going beyond boundaries with empathy and care.
   • Integrity: Doing the right thing without compromise and embracing a higher standard of conduct.
   • Passion: Going the extra mile willingly, with a complete sense of belongingness and purpose.
   • Unity: Harnessing the power of synergy and engaging people for exponential performance. 

3. Key Ethical and Compliance Pointers 

   3.1. Compliance and Governance

   • Legal Compliance: We are committed to obeying all laws and regulations in the countries where we operate and adhering to organizational rules and policies in all situations.
   • Scope: The Code applies to all individuals associated with Aster DM Healthcare, including employees and senior leadership, and we expect our customers, contractors, and partners to follow similar principles. 
4. Financial Integrity and Anti-Corruption
   • Anti-Bribery & Corruption: We maintain a zero-tolerance policy towards bribery and corruption, promising to follow all applicable laws that prohibit corruption in every country of business.
   • Fraud and Financial Reporting: We have a zero-tolerance policy towards fraudulent or dishonest conduct. All financial records must be accurate and comply with Aster DM Healthcare’s accounting standards, including Generally Accepted Accounting Principles (GAAP) or relevant standards.
5. Data Protection and Confidentiality
   • Privacy: We are deeply committed to protecting personal data, including Protected Health Information, and safeguarding the privacy of all individuals—patients, employees, and stakeholders—at all times.
   • Confidential Information: We strictly protect all confidential and proprietary information (trade secrets, financials, business plans, etc.). This obligation remains in force even after employment is terminated. 
6. Workplace and Stakeholder Relations
   • Equality, Diversity & Inclusion (EDI): We are committed to fostering an inclusive workplace where all individuals are treated fairly and respected, with zero tolerance for discrimination or harassment of any kind.
   • Conflict of Interest (CoI): Employees must conduct business with integrity, avoiding any personal or financial interests that could compromise the company’s objectives. Actual or potential CoI must be fully disclosed and managed. 
7. Whistleblower and Speaking Up Culture
   • Ethics Reporting: We encourage all employees and vendors to 'speak up' and report genuine concerns affecting the company.
   • Non-Retaliation: A confidential ethics line is provided for reporting, and employees who file complaints in good faith are guaranteed protection from retaliation. 
8. Social and Environmental Responsibility
   • Community Connect: We are committed to building a healthy community through Corporate Social Responsibility (CSR) initiatives.
   • Sustainability: We comply with all applicable environmental laws and regulations and monitor the environmental impact of our business activities. 
9. Digital and Social Media Integrity
   • Accuracy and Authority: Only appointed spokespersons can communicate officially. Employees must use a mandatory disclaimer when referencing Aster on personal accounts: “My views are my own and do not reflect the views of my employer.”
   • Confidentiality, Misrepresentation, and Enforcement: We trust all Asterians to maintain the highest standards of professional representation online. Employees must use their correct, officially designated job title and are forbidden from exaggerating or misstating their role or position on any social platform. Compliance is monitored, and violations of this policy are subject to disciplinary action. 

10. Standards of Conduct for Vendors, Suppliers and Business Partners

    Aster DM Healthcare expects all vendors, suppliers, contractors and business partners to conduct business in a manner consistent with the principles set out in the Asterian Ethos and this Code of Conduct. Our partners are expected to: 

    • Uphold the highest standards of ethical conduct, integrity, and transparency
    • Comply with all applicable laws, regulations, and industry standards in the countries where they operate
    • Maintain zero tolerance for bribery, corruption, fraud, facilitation payments, or unethical business practices
    • Respect human rights, fair labour practices, workplace safety, and non-discrimination principles
    • Protect confidential, proprietary, and personal data shared in the course of the business relationship 
    • Avoid actual or perceived conflicts of interest and disclose any potential conflicts promptly
    • Vendors and business partners may raise ethical concerns through Aster DM Healthcare’s Ethics and Whistleblower channels, as outlined in the Code of Conduct, by contacting Ethics Aster DM Healthcare at [email protected] or [email protected].