CORPORATE GOVERNANCE – CODE OF CONDUCT
|I. Need and objective of the Code
Clause 49 of the Listing Agreement entered into with the Stock Exchange, requires, as part of Corporate Governance the listed entities to lay down a Code of Conduct for Directors on the Board of an entity and its Senior Management. Senior Management has been defined to include personnel who are members of its Core Management and functional heads excluding the Board of Directors.
Accordingly the Bank has laid down this code for its Directors on the Central Board and its Core Management (Core Management means top executives of the Bank at the level of General Managers).
|II.Banks belief System
This Code of Conduct attempts to set forth the guiding principles on which the Bank shall operate and conduct its daily business with its multitudinous stakeholders, government and regulatory agencies, media, and anyone else with whom it is connected. It recognises that the Bank is a trustee & custodian of public money and in order to fulfill its fiduciary obligations and responsibilities. It has to maintain and continue to enjoy the trust and confidence of public at large.
The Bank acknowledges the need to uphold the integrity of every transaction it enters into and believes that honesty and integrity in its internal conduct would be judged by its external behaviour. The Bank shall be committed in all its actions to the interest of the countries in which it operates. The Bank is conscious of the reputation it carries amongst its customers and public at large and shall endeavour to do all it can to sustain and improve upon the same in its discharge of obligations. The Bank shall continue to initiate policies, which are customer-centric and which promote financial prudence.
|III. Philosophy of the Code
The code envisages and expects –
a. 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.
b. full, fair and accurate disclosures in the periodic reports required to be filed by the Bank with government and regulatory agencies.
c. compliance with applicable laws rules and regulations.
d. to address misuse or misapplication of the Bank’s assets and resources.
e. the highest level of confidentiality and fair dealing within and outside the Bank.
|A. General Standards of Conduct
The Bank expects all Directors and members of the Core Management to exercise good judgement, to ensure the interests, safety and welfare of customers, employees, and other stakeholders and to maintain a cooperative, efficient, positive, harmonious and productive work environment and business organisation. 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. These standards need to be applied while working in the premises of the Bank, at offsite locations where the business is being conducted whether in India or abroad, at Bank-sponsored business and social events, or at any other place where they act as representatives of the Bank.
|B. Conflict of Interest
A “conflict of interest” occurs when personal interest of any member of the Board of Directors and of the Core Management interferes or appears to interfere in any way with the interests of the Bank. Every member of the Board of Directors and Core Management has a responsibility to the Bank, its stakeholders and to each other. Although this duty does not prevent them from engaging in personal transactions and investments, it does demand that they avoid situations where a conflict of interest might occur or appear to occur. They are expected to perform their duties in a way that they do not conflict with the Bank’s interest such as –
|Ø Employment/Outside employment - The members of the Core Management are expected to devote their total attention to the business interests of the Bank. They are prohibited from engaging in any activity that interferes with their performance or responsibilities to the Bank or otherwise is in conflict with or prejudicial to the Bank.
Ø Business Interests - If any member of the Board of Directors and Core Management considers investing in securities issued by the Bank’s customer, supplier or competitor, they should ensure that these investments do not compromise their responsibilities to the Bank. Many factors including the size and nature of the investment; their ability to influence the Bank’s decisions, their access to confidential information of the Bank, or of the other entity, and the nature of the relationship between the Bank and the customer, supplier or competitor should be considered in determining whether a conflict exists. Additionally, they should disclose to the Bank any interest that they have which may conflict with the business of the Bank.
Ø Related Parties - As a general rule, the Directors and members of the Core Management should avoid conducting Bank’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. Relatives shall include:
|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.
In the case of any other transaction or situation giving rise to conflicts of interests the appropriate authority should after due deliberations decide on its impact.
|C. Applicable Laws
The Directors of the Bank and Core Management must comply with applicable laws, regulations, rules and regulatory orders. They should report any inadvertent non-compliance, if detected subsequently, to the concerned authorities.
|D. Disclosure Standards
The Bank shall make full, fair and accurate disclosures in the periodic reports required to be filed with Government and regulatory agencies. The members of Core Management of the Bank shall initiate all actions deemed necessary for proper dissemination of relevant information to the Board of Directors, Auditors and other Statutory Agencies, as may be required by applicable laws, rules and regulations.
|E. Use of Bank’s Assets and Resources:
Each member of the Board of Directors and the Core Management has a duty to the Bank to advance its legitimate interest while dealing with the Bank’s assets and resources. Members of the Board of Directors and Core Management are prohibited from:
|F. Confidentiality and Fair Dealings
1. Bank’s Confidential Information
|2. Other Confidential Information –
The Bank has many kinds of business relationships with many companies and individuals. Sometimes, they will volunteer confidential information about their products or business plans to induce the Bank to enter into a business relationship. At other times, the Bank may request that a third party provide confidential information to permit the Bank to evaluate a potential business relationship with that party. Therefore, special care must be taken by the Board of Directors and members of the Core Management to handle the confidential information of others responsibly. Such confidential information should be handled in accordance with the agreements with such third parties.
|IV Good Corporate Governance Practices
Each member of the Board of directors and Core Management of the Bank should adhere to the following so as to ensure compliance with good Corporate Governance practices.