Code of Conduct

This Code of Conduct attempts to set forth the guiding principles on which the Company shall operate and conduct its daily business with its multitudinous stakeholders, government and regulatory agencies, media, and anyone else with whom it is connected.

The Code envisages and expects –

1. adherence to the highest standards of honest and ethical conduct, including proper and ethical procedures in dealing with actual or apparent conflicts of interest between personal and professional relationships.
2. full, fair and accurate disclosures in the periodic reports required to be filed by the Company with government and regulatory agencies.
3. compliance with applicable laws, rules and regulations.
4. to address misuse or misapplication of the Company’s assets and resources.
5. the highest level of confidentiality and fair dealing within and outside the Company.

General Standards of object:
The Directors and members of the Core Management while discharging duties of their office must act honestly and with due diligence. They are expected to act with that amount of utmost care and prudence, which an ordinary person is expected to take in his/her own business.

Conflict of Interest:
Every member of the Board of Directors and Core Management is expected to perform his/her duties in a way that they do not conflict with the Company’s interest in regard to –

• Employment – The member of the Core Management are expected to devote his/her total attention to the business interests of the Company and prohibited from engaging in any activity that interferes with their performance or responsibilities.
• Business Interests – Every member of the Board of Directors and Core Management shall disclose to the Company any interest that they have which may conflict with the business of the Company.
• Related Parties – The Directors and members of the Core Management shall avoid conducting Company’s business with a relative or any other person or any firm, Company, Association in which the relative or other person is associated in any significant role. If such a related party transaction is unavoidable, they must fully disclose the nature of the related party transaction to the appropriate authority. Any dealings with a related party must be conducted in such a way that no preferential treatment is given to that party.

Applicable Laws:
The Company requires that every Director and member of Core Management should be fully compliant with laws, statutes, rules and regulations that have the objective of preventing unlawful gains of any nature whatsoever.
The Directors of the Company and Core Management shall comply with applicable laws, regulations, rules and regulatory orders and shall report any inadvertent non-compliance, if detected subsequently, to the concerned authorities.

Disclosure Standards:
The Company shall make full, fair and accurate disclosures in the periodic reports required to be filed with Government and Regulatory agencies.

Use of Company’s Assets and Resources:
Each member of the Board of Directors and the Core Management has a duty to advance the legitimate interests of the Company while dealing with the Company’s assets and resources.

Confidentiality and Fair Dealings:
Company’s Confidential Information
All confidential information including that relating to trade secrets, strategies, administration, employee related information etc., must be used for Company’s business purposes only.

Each member of the Board of Directors and Core Management of the Company shall adhere to the following so as to ensure compliance with good Corporate Governance practices.

Dos

• Attend Board meetings regularly and participate in the deliberations and discussions effectively. Study the Board papers thoroughly and enquire about follow-up reports on definite time schedule.
• Involve actively in the matter of formulation of general policies.
• Be familiar with the broad objectives of the Company and the policies laid down by the Government and the various laws and legislations.
• Ensure confidentiality of the Company’s agenda papers, notes and Minutes.

Don’ts

• Not interfere in the day to day functioning of the Company. (This stipulation does not apply to the Managing Director and the Core Management).
• Not reveal any information relating to any constituent of the Company to anyone.
• Not display the logo/distinctive design of the Company on their personal visiting cards/letter heads. (This does not prevent the Managing Director and the Core Management from using Letterheads or visiting cards with SBI’s / SBI DFHI’s logo thereon).
• Not sponsor any proposal relating to loans, investments, buildings or sites for Company’s premises, enlistment or empanelment of contractors, architects, auditors, doctors, lawyers and other professionals etc.
• Not do anything, which will interfere with and/or be subversive of maintenance of discipline, good conduct and integrity of the staff.

Any waiver of any provision of this Code of Conduct for a member of the Company’s Board of Directors or a member of the Core Management, is required to be approved in writing by the Board of Directors of the Company.