CORPORATE POLICY MANUAL ON

CONFLICT OF INTEREST, CONDUCT,

CONFIDENTIAL & PROPRIETARY
INFORMATION AND STAFF
ACCOUNTABILITY

Kotak Mahindra Bank Ltd.

27BKC, Plot No. C - 27, G Block, Bandra Kurla Complex, Bandra East, Mumbai – 400051, India

Corporate Policy Manual. Amended Version, April 2020 Page 1

 CORPORATE POLICY MANUAL ON CONFLICT OF INTEREST, CONDUCT,
CONFIDENTIAL & PROPRIETARY INFORMATION AND STAFF ACCOUNTABILITY

Need for a Policy

Kotak Mahindra Bank Limited “the Company” and its subsidiaries and affiliate companies have an
obligation to investors as well as to the public at large to make certain that their actions are above
reproach and suspicion.

Since these actions are those of the individual or the officers of the Company, it is incumbent that
these individuals act in the best interest of the Company.

Every employee of the Company owes a sense of loyalty to the Company by the fact that he/she has
voluntarily accepted employment with the Company. This duty carries obligation that the employee
refrains from placing himself/herself in a position that could produce a conflict between his self
interest and the interest of the Company.

Scope
The policy applies to all employees of the Company, its subsidiaries & affiliate Companies.

Objectives
The objective of this policy is to outline certain broad, ethically sound principles and avenues of
conduct that are to be used for guidance in situations where there may be a question of conflict of
interest.

Definition
Definition of term used in the document:

I. “Relative” with reference to any person, means anyone who is related to another, if –
i. they are members of a Hindu Undivided Family;
ii. they are husband and wife; or
iii. in any of the following manner
a. Father (includes step-father)
b. Mother (includes step-mother)
c. Son (includes step-son)
d. Son’s Wife
e. Daughter
f. Daughter’s husband
g. Brother (includes step-brother)
h. Sister (includes step-sister)

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Responsibility
Employees must comply with all applicable laws, rules, regulations and guidelines prescribed by any
statutory and regulatory authorities as well as the internal policies and directives of the Company.
Division Heads, Unit Heads and designated persons are responsible for implementing, maintaining and
enforcing these policies and procedures in their respective Divisions and Units. Head HR/Head ER will
be responsible for interpretation of all provisions enunciated in the document.

Conflict of Interest

A “Conflict of interest” can better be defined as “Outside Interest”. Such outside interest can be of
two broad types: (a) Financial e.g. of self or Relative as owner, stockholder or creditor or, (b) personal
e.g. of self or Relative as officer, director, consultant, agent or employee of an entity with which the
Company does business.

A conflict of interest arises when an employee of the Company has a financial or personal interest in
the entity with which the Company does business, or is party to a transaction involving such entity,
that might affect the judgment he/she exercises on behalf of the Company.

All employees are required to declare any such financial or personal interest through designated portal
of the Company. The declaration should be updated by the employee on the portal either annually or
whenever there is a change in circumstances which gives arise to a conflict of interest whichever is
earlier.
Examples
Although it is not feasible in a policy statement to describe all the circumstances and conditions that
might be considered as conflicts of interest, the following general statements suggest the type of
possible outside relationships that may result in conflicts of interest or raise questions as to the
personal integrity and ethical discharge of the functional responsibilities of any employee of the
Company.
 Investment in supplier or customer organisation.
 Acceptance of substantial gifts or excessive entertainment from vendors/customers
 Outside employment or any part time occupation..
 Holding of outside directorships in competing companies.
 Participation in civic or professional organizations which might involve divulging Company data.
 Use of Company position for personal gain.
 Borrowing from suppliers or from others with whom the Company does business.
 Appointment of a Relative of an employee or an acquaintance as brokers/intermediaries to do the
Company’s business.
 Accepting gratification for Company work.
 Cash dealings with suppliers and clients.
 Trading on personal / acquaintance account with insider or proprietary information.

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 Contributing to professional / trade journals, magazines, newspapers.

The Company does not intend to interfere with the right of an employee to engage in outside business
activities of his/her own check, which do not conflict with the Company’s interest, nor interfere with
effective performance of his/her duties.

These general policies shall be practiced by all concerned employees. Since these policies may not
cover all situations wherein a conflict of interest may arise, it is incumbent upon the employee to bring
such outside activities of this nature to the attention of the immediate superior (Not below M-8 Level),
who will obtain a confirmation/ the Company’s view on the matter from the Vigilance Department.

Conflict of Interest can also arise out of a Personal Relationship with a colleague at Work. Employees
are expected to avoid situations or activities that could interfere with their unencumbered exercise of
judgment in the best interests of the organization.

A conflict of interest also exists when an employee manages someone with whom s/he has a family,
romantic or dating relationship. Even if s/he are acting properly, the relationship will likely be seen as
influencing judgment and may be viewed as bias and favouritism. This can damage and disrupt
workplace productivity. It is considered a breach of professional protocol to directly or indirectly
supervise any family members or any employee with whom you have a close personal relationship,
date or are romantically involved. This includes situations in which you may be able to influence the
employees’ employment or that employee may be able to influence your employment. No employee
should directly or indirectly supervise any colleague if you develop any personal, intimate, romantic
or physical relationship with such colleague - even if it is brief or casual. This requirement shall be
applicable even when someone is NOT in a position to influence such colleague’s work profile.

In addition, it is considered inappropriate for employees to make use of company property or other
resources, including time, official communication channels, etc. to advance personal interests or
activities during the course of their employment. It is essential that employees perform their duties in
a manner that will ensure no conflict, or any appearance of conflict, between their personal interests
and those of the organization.

Any such workplace relationships which may jeopardize efficiency, security, morale or supervisory
frameworks are accordingly strongly discouraged by the Company.

The Corporate Code of Conduct to be adhered by employees is mentioned as under:

1. Conduct in Business Relationships with Suppliers and Customers

I. Gift or Favour Prohibited

Gift is any benefit (financial or not) provided to an employee or his/her Relatives by an external
person or provided by an Employee to an external person or his/her Relatives. Gifts shall also
include all kinds of services and the procurement of goods at a price below market value.

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 i. No employee may solicit, directly or indirectly, for such employee’s benefit or for the benefit
of any relative or friend, any gift or favour exceeding Rs.2000/- from any person/entity with
which the Company does business (including business done in the past 2 years) or that seeks
to do business with such person/entity. The cumulative value of such gifts received by any
employee shall not exceed Rs. 5,000/- in a financial year.

ii. No employee may accept, directly or indirectly, from an organization with which the Company
does business, or that seeks to do business with the Company, for such employee’s benefit or
for the benefit of any relative or friend, any gift or favour, other than:
a. One of nominal value and involving normal sales promotion, advertising or publicity, or

b. One involving an appropriate social amenity provided there is not even the appearance of
a compromise of sound business principles in the relationship.

iii. No employee may make or grant, directly or indirectly, to an owner, employee or other
representative (including any relative or friend on such person’s behalf) of an organization
with which the Company does business or seeks to do business, any gift or favour, other than:
a. One involving Company-approved sales promotion, advertising or publicity and (1)
directly related to the sale or service of product sold by the Company, or (2) of normal
value; or
b. One involving an appropriate social amenity provided there is not even the appearance of
a compromise of sound business principles in the relationship.

iv. An employee who solicits donations on behalf of a charitable or other outside organisation
should avoid creating any implication of influence or pressure by the Company.

v. Employees accepting /becoming aware of gifts received by Employees in value exceeding Rs.
2000/- are required to inform/disclose the details to the Head of Compliance with a copy to
HRD.

II. Certain Financial Interests of Employees Prohibited

No employee to whom this portion of the policy applies may acquire or retain, either directly or
indirectly, any one of the following financial interests in an organization with which the Company
does business:
i. Any interest as a proprietor or partner in such an organization that is not a corporation; or
ii. The ownership of or right to acquire stock or bonds in an amount in excess of 1% of the total
stock or bonds of the same class of such an organization that is a corporation (whether or not
publicly owned); or

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 iii. Any interest in the form of a loan, advance or other financial arrangement in an amount
greater than 1% of the combined capital and debt of such an organization that is a corporation
(whether or not publicly owned)

Exceptions may be granted only with the written approval of the Vice Chairman or, in the case of
employees who are members of the Board of Director, the approval of the Board of Directors If
an exception shall have been granted, the employee involved nevertheless may not transact
business on behalf of the Company with such organization.

III. Reporting of Certain Financial and Other Interests of Employees and Relatives in an Organisation
with Which Company Does Business
Many employees occupy positions of trust and confidence in the Company and significant
“financial interests” held by any of them or by their Relative in organizations with which the
Company does business could involve possible conflicts of interest. The Company does business
with suppliers of goods and services that are “publicly owned” corporations with shares that are
traded actively on securities exchanges. Investment in stocks and bonds of such corporations by
employees and their Relative would not to be expected to create a conflict of interest, unless the
investment is significant, in which case the Company should be informed. Further, the Company
should be informed about financial interests in all non-publicly owned organizations with which
the Company does business regardless of the amount involved. Except to the extent covered by
the provisions of the paragraph II above, those interests are not prohibited, but disclosure will
serve both to protect the reputation of the employee against unwarranted suspicion or doubt,
and enable the Company to make an appropriate determination in any situation that seems to
involve as risk of misunderstanding.
Therefore, in addition to the interests mentioned in paragraph II above, each employee to whom
this portion of the policy applies, shall report on the portal of the Company, for information
purposes, the details of any of the following interests (financial or otherwise), directly or indirectly
held currently or hereafter acquired by such employee, or to the extent known by any such
employee, by any Relative, or by both, in an organization with which the Company does business:
i. With respect to a financial interest held by an Employee in an organisation:
a. As a proprietor or partner in such an organization that is not a corporation; or
b. The ownership of or right to acquire stock or bonds in an amount in excess of 1% (held
singly or jointly with relatives) of the total stock or bonds of the same class of such an
organization that is a corporation (whether or not publicly owned); or

c. In the form of a loan, advance or other financial arrangement in an amount greater than
1% (held singly or jointly with relatives) of the combined capital and debt of such an
organization that is a corporation (whether or not publicly owned)

ii. With respect to following interest held by a Relative (to the extent known) in an organization:

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 a. As a proprietor or partner in such an organization that is not a corporation; or
b. The ownership of or right to acquire stock or bonds in an amount in excess of 1% (singly
or jointly with the concerned employee) of the total stock or bonds of the same class of
such an organization that is a corporation (whether or not publicly owned); or
c. In the form of a loan, advance or other financial arrangement in an amount greater than
1% (singly or jointly with the concerned employee) of the combined capital and debt of
such an organization that is a corporation (whether or not publicly owned)
d. Interest as an employee

IV. Reporting of Financial and Other Interests of Employee in any Organisation

Employees shall not engage directly or indirectly in any trade, business, vocation or occupation or
in advisory capacity or accept compensation in any form from any third parties without the
express written permission of the Company. Therefore each employee to whom this portion of
the policy applies, shall report on the portal of the Company the details of his/her association with
any outside enterprise/ organization by way of:

i. As a proprietor or partner in such an organization that is not a corporation; or

ii. The ownership of or right to acquire stock or bonds in an organization that is a corporation
which is not publicly owned; or

iii. In the form of a loan, advance or other financial arrangement in an amount greater than 1%
of the combined capital and debt of such an organization that is a corporation which is not
publicly owned

iv. Any type of interest (Financial or otherwise) or position of responsibility (as an employee,
officer, director, partner, consultant, representative, agent, or advisor etc.) or providing
freelance service in any organization (whether or not publicly owned)
v. Any passive investment/ interest in an organization that is not a corporation

V. Other Interests
In addition, each such employee shall report the details of any interest (other than one arising
from a financial interest) having monetary value in any business transaction or transactions to
which the Company is, or is about to become, a party, directly or indirectly held, or hereafter
acquired, by such employee, or the extent known by such employee by any Relative, or by both.
A financial interest or interest in a business transaction of the type required to be reported for
information purpose pursuant to this paragraph III above (unless prohibited by paragraph II) may
be retained by employee or by a Relative, unless the employee is notified that, in the judgement
of the Vice Chairman, the retention of such interest might influence, or reasonably might be
thought by others to influence, the judgment or conduct of the employee in the position occupied

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 within the Company. In that event, the most feasible course of corrective action will be discussed
with the employee, taking into account such factors as the nature of the interest, the
circumstances under which was acquired and, when appropriate, the employee’s personal and
Relative interests as well as the Company’s interest in the particular situation.

VI. Other Business Relationships

i. An employee whose duties result in direct or indirect relationship with an organization in

which such employee or a Relative has any financial interest whatever, or which employs a
relative or close friend, should take appropriate precautions, in such relationships and, if a
business transaction is involved, should not act on behalf of the Company if any suspicion of
preferential treatment reasonably might be attached to the employee’s action.

ii. No employee shall disclose information to any outside organization or individual, at any time
of prior to the authorized release of such information to all interested parties.

iii. During the course of performing their activities, the Company employees frequently acquire
information about the Company, its business or the business of other organizations that has
not yet been made available to the general public. Employees may not use such information
for their own financial gain or other personal advantage, nor they may they disclose such
information to enable other persons to profit from it. Opportunities to use such inside
information are most frequently found in securities transactions. If an employee learns of a
significant fact which might reasonably be expected to affect the price of a stock or influence
a person’s decision whether to invest in it, the employee should not buy or sell any of that
stock unless the information has been published or otherwise released to the public. So long
as the information remains nonpublic, its use by an employee or anyone else to whom the
employee relays the information gives that the person an unfair advantage over the general
investing public, and could result the liability for both the employee and the other person
involved.

iv. No employee may perform work or render services for an organization with which the
Company does business, or that seeks to do business with the Company, outside the normal
course of the employment with the Company, without written approval of the Vice Chairman
or the CEO or, in the case of any employee who is the member of the Board of Directors by
the Board of the Directors. Without written approval as aforesaid, no employee may be a
director or the office holder of or consultant to any business organization, whether or not
such organization conducts business or seeks to do business with the Company, nor shall such
employee permit the employee’s name to be used in any fashion that would tent to indicate
a business connection with such organization, outside the normal course of employment with
the Company, without such written approval.

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 v. It is and always has been the policy of the Company to treats its clients and the public
courteously and fairly. Accordingly, employees should refrain from any action that reasonably
might be expected to prejudice or embarrass them or the Company or that might give, or
reasonably appear to give to any organization an unfair competitive advantage over others
similarly situated.

vi. Employees should not place themselves in a situation where they, rather than the Company,
profit from a business transaction in which the circumstances indicate that the business
opportunity and the related profit rightfully should have been made available to the Company.
In general business opportunities which might reasonably be expected to be of interest to the
Company, should be brought to management’s attention for a determination as to whether
the Company wishes to pursue them or not.

Head HR/Head ER is responsible for interpretation of this portion of the policy.

VII. Disclosing Personal Relationship with a Colleague.

If an employee has/develops any personal, intimate, romantic or physical relationship at the
workplace, or has/develops a family relationship with a colleague, s/he shall immediately disclose
such relationships to the HR RM and also declare on the portal. It is the responsibility of both
parties in the relationship to disclose the same to HR as it is the responsibility of every employee
to make aware or discuss with HR any activity that might result in a conflict of interest or conflict
of commitment. Company may find Resolution which may include, separating the parties at work,
or any other action as deemed fit in the interest of the organization.

All disclosures and their resolutions will be documented and copies of the documentation will
remain confidential in HR records. Failure to disclose possible conflict of interest or commitment
or refusal to cease activities that are determined to be in conflict with the organization's best
interests may be grounds for disciplinary action and may lead to termination.

This clause strictly cautions personal relationships that interfere with work performance or which
may constitute harassment.

2. Confidential Information

I. Means non-public information provided by an external source (such as a client, prospective client
or other third party) who may reasonably expect that the information will be kept confidential
and used solely for the business purposes for which it was provided; including material generated
by the Company that contains or is derived from such confidential information. While there may

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 be exceptions, information obtained in the course of a client assignment should generally be
considered confidential. However, in certain circumstances, confidential information would not
include information obtained by the Company acting as principal on an arm’s length basis (in the
absence of a confidentiality letter, agreement or understanding to keep such information
confidential). When in doubt, you should ask the Secretarial and Legal/Compliance Departmental
whether information is to be treated as confidential.

II. May be received from partners, officers or employees of, or bankers, lawyers, accountants or
other professionals involved with, a client, prospective client or other third party.

III. May include “tips” receive directly or indirectly from corporate insiders whether or not in the
context of a client relationship. Tips are especially liked to be considered confidential information
when the recipient knows, or should know, that the corporate insider has disclosed the
information improperly, in breach of the insider’s duty to his or her own company.

IV. Is “non-public” if it has not been effectively disseminated to the general public by way of a press
release, an article in a news publication, a public filing made with a regulatory agency, a mailing
such as a prospectus sent to share holders or potential through public disclosure services. In this
context, it is important to note that even following a public announcement of a major corporate
transaction, many aspects of the matter may remain non-public.

3. Proprietary Information

I. Means non-public information, analyses and plans that are created or obtained by the Company
for the Company’s business purposes, other than that which constitutes confidential information
entrusted to the Company or its personnel by an external source.

II. May include unpublished research information, opinions, estimates and recommendations;
finance industry’s information about the Company or its affiliates’ securities trading positions or
trading intentions; the Company’s or its affiliates’ investment, trading or financial strategies or
decisions; pending or contemplated customer orders; data collection and client bases; advice to
client; and analyses done by the Company in respect of Companies that are potential acquires of
other companies or their assets, or companies that are possible candidates for acquisition, merger
or sale of assets.

III. Is “non-public” until it has been effectively disseminated, such as by means of a research report
or publication materials, communicated to potential investors or customers, or materials available
from public disclosure services.

4. Material Information
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I. Means information likely to be viewed by a reasonable investor as important in deciding whether
to purchase, sell or hold a security; including trading or other information likely to have an effect
on the value of the security
II. May include, but is not limited to, information about changes in dividends, financial forecasts or
projections (especially estimates of future earnings or losses); changes in previously released
figures of earnings or earnings estimates; changes in dividend policy; changes in accounting
procedures; write down of assets; additions to reserves for bad debts; expansion or curtailment
of operations; increase or declines in orders; significant product developments; major litigation;
liquidity problems; repurchases programmes; changes in management; bids for corporate control;
anticipated public offerings of securities; short positions, proposed transactions such as
refinancing, refunding, tender or exchange offers, recapitalizations, leveraged buy-outs,
acquisitions, mergers, restructurings, or purchases or sale of assets; adoption of new accounting
rules, unreleased Government reports and statistics, and certain unannounced Government
actions

III. May relate to uncertain or contingent events

5. Use of Material Confidential or Proprietary Information

Material confidential information obtained directly or indirectly from a client shall be used only
for the specific purpose or transaction for which it was given. Any other use without the
permission of the client is a misuse
Proprietary information shall be used only for the business purposes for which the information
was created or obtained. Any other use without the express prior approval of the appropriate
Division Head is a misuse. Confidential or proprietary information shall not be used by an officer
or employee for the benefit of that person or any related person.
No one shall communicate confidential or proprietary information to any other person under
circumstances in which it is reasonably foreseeable that such communications is likely to result in
the misuse of the information.
Where the Company has issued a confidentiality letter, officers and employees must adhere
strictly to its provisions.

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6. General Procedures for safeguarding Confidential and Proprietary Information
To safeguard the confidentiality of non-public information, the Company uses the following
procedures as are appropriate to particular activities:

I. Guidelines

a. Password Usage
It is mandatory for every employee of the Company to follow the Company’s password policy
highlighted below:
 The password should have minimum length of 6 characters

 The password should be alpha numeric with -Min 2 characters alpha and Min 2 characters
numeric.

 Passwords should be changed at frequent periodicity, ideally every 30 days. In any case same
passwords should not be used for more than 60 days.

 Every time the password is changed, the new password should be different from the last 5
passwords.

 You may get logged out from the system on typing 3 wrong passwords.

 You need to ensure that you systems are password protected.

 Passwords should not be easily guessable words or standard dictionary terms.

 Ensure that you do not share your passwords with anyone.

 You should not write your passwords anywhere.

b. Workstation Usage

 Always lock your workstation while you are away from your desk.

 Ensure that you have enabled the screen saver with a password for automatic locking of your
computer / laptop when not in use (should be enabled for maximum of 5 minutes of inactivity and
should be less than that in case when more sensitive applications are used). You are responsible
for all activity carried out through your login and you would be held accountable for any
unauthorized activity carried out by anyone else using your login.

 Do not load any unapproved software / applications on your desktops.

 Regular users are not given administrative access to their machines.

 Floppy/CD drive access is given to users only if their work requires such access.

 Floppies/ CDs should be used with extreme caution, since they can spread viruses; external media
should be thoroughly checked.
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c. Data / Information Handling

 Data on network drives is regularly backed up. However backing up data on local drives is
individual responsibility of every user.

 If you have to destroy old papers that carry important / sensitive information, the papers should
not be just thrown in dustbins, but should be appropriately shred.

 When you take printouts or give papers for faxing, ensure you pick up your papers fast enough to
avoid important information found lying around.

 Ensure that you regularly clean – up your local computer drives and the network directories for
unused files and data.

 Do not share your local or network drives.

d. External Entities / Vendors

 Visitors / outsiders / vendors should be escorted in and out of our office.

 No external entity is allowed to connect their machines (desktops / laptops) into our network
without appropriate permission.

 Question any suspicious / unknown person seen moving around in our office.

e. Email Usage

 Do not open any email / attachments received through emails that have come from unknown
sources, since they may be virus – infected messages.

 Do not send any mass mails using the official mail id. All mass mail requests would be send
to Central Service Desk ([email protected]).

 Use the official mail id strictly for sending official communication only.

 Ensure that the mail size including attachments is minimal and not more than 1 MB.

 Ensure that you regularly archive your mail box to keep its size minimal.

 Do not use the official mail id to send personal emails or festival greetings internally within the
Company.

 Emails should be only functional mails and sending decorative emails should be avoided.

 Fancy Signatures attached to emails add to the email size and hence should be avoided.

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f. Internet Usage

 Internet is supposed to be used for official purpose and only work relevant sites should be visited.

 Access to indecent sites would be viewed seriously and strong action will be taken against such
usage.

 Users are prohibited from downloading any software, applications, games, ‘exe’ files, etc.

 Users are advised not to connect to Internet through dialup using modems from their desktops /
laptops, while their machine is connected to the Company network.

g. General

 Follow a CLEAR DESK POLICY and do not let important papers lie open on your table, in your
absence.

 Exercise caution in discussing important office matters while travelling in public places like buses
/ trains / elevators / staircases; etc.

 A user is responsible and accountable for all usage of resources / services / equipment made in
his / her name.

II. Disclosure

Officers and employees should not disclose confidential or proprietary information except to
other Company personnel or such persons outside the Company (such as the Company’s lawyers
or accountants or a client’s lawyers or accountants) who have valid business reason for receiving
such information in order to serve the business purposes of the Company or its clients. In addition,
an officer or employee shall not disclose confidential information obtained directly or indirectly
from a client or proprietary information prepared on the basis of such confidential to any person
who does not have a “need to know” without the consent of the client from whom the information
was obtained or for whom it was prepared. This policy does not prohibit disclosure of confidential
information regarding a client to a lender, participant, transferee, assignee, purchaser or other
person for the purpose of advancing the client’s interest and with the client’s explicit or implicit
permission.
Except as permitted by, and subject to the policies and procedures setforth in this Manual and in
applicable polices, rules or guidelines in force from time to time, confidential or proprietary
information should not be disclosed to another officer, employee or any other person, ever if
there is reason to believe that the other person will keep the information in confidence. This
means that:

i. Anyone working on a confidential matter should, in general, avoid discussing the matter with
officers or employees not assigned to the matter, except for supervisory personnel within the
individual Division or Business Unit, internal or outside legal counsel, or others having a need
Corporate Policy Manual. Amended Version, April 2020 Page 14
 to know, unless such discussion is conducted in accordance with any applicable policies, rules
or guidelines in force from time to time.
ii. No one should seek to obtain confidential or proprietary information from any person unless
he or she has a need to know the information in order to perform assigned tasks and unless
he or she observes procedures for obtaining such information described in this Manual and in
any applicable policies, rules or guidelines in force from time to time.

III. Discussions

Officers and employees should avoid discussions of sensitive information relating to the
Company’s or its client’s affairs with, or in the presence of, person who have no need to know the
information. They should use extreme caution when discussions take place in social gatherings or
public places. They should avoid using speakerphones in circumstances in which confidential
information may be over heard. Mobile telephones should be used with great care and
circumspection because they are not secure.

IV. Access

Officers and employees should limit access to office areas where confidential or proprietary
information may be discussed and only person with the business reason for being in such an area
should be permitted to enter or be present. Work on confidential projects should take place in
the area that is physically secure. Meetings with non-company personnel should be conducted in
conference rooms rather than at the office or work place of officers or employees.

V. Code Names

Code names should be used for sensitive projects and solicitations. Where code names have been
assigned to a project, all documents and information generated internally by the Company with
the respect to that project should refer to the relevant companies only by their code names.

VI. Press Inquiries

Only Vice Presidents are authorized to respond to press inquiries concerning a particular matter
should refer all calls relating to the matter to Corporate Communication Department.

VII. Control

The Company reserves the right to review such outside activities of an employee as may involve:
i. The utilization of proprietary Company information or

ii. The question of undue influence of his/her company job or

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 iii. Depriving the company of the full measure of his/her working time, attention to assigned
duties and loyalty.
It is the responsibility of the employee to review with his immediate superior any activities that
might result in a conflict of interest and, in turn, the immediate superior will review the case with
the Secretarial and Legal Function to assure a decision which protects both the employee and the
Company.

VIII. Reporting

It is the purpose of the section to establish the manner in which incidents of conflict of interest
will be reported.

IX. When to Report

Upon issuance of this policy, all employees are requested to submit a “Memorandum” for having
read and accepted the term and conditions mentioned in the Manual. All new hires will also
prepare a Memorandum at the time of hire to the “Head of Personnel”.

X. Penalty of Violation

Where a definite possibility of a conflict of interest is determined, even though no dereliction of

responsibility or undue influence has occurred, the employee will be given a reasonable time to
correct the conflict.

If an employee chooses not to bring his activities in this area to the attention of Management his
choice might subsequently work to his disadvantage.
The Company recognizes that are many borderline situations. It does not intend to be arbitrary in
considering these cases, but to approach each one with reason, giving full recognisation to the
attendant circumstances.
Violation of the foregoing policy shall make the employee subject to such action, including
dismissal, as may be deemed advisable by the Company.

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7. Political Involvement
I. No employee may devote any work time to any campaign for a candidate or political party, nor
may any employee permit any campaign or candidate to use any facility or property of the
Company, including Company’s trademark, without prior approval in writing from the Company.
II. From time to time, the Company identifies legislative issues that affect the Company’s business.
In certain instances, the Company may encourage employees to support or oppose such
legislation. In no instance, however, should an employee use his or her position of authority to
make another employee feel compelled or pressured to work for or on behalf of any legislation,
candidate, political party or committee, to make contributions for any political purpose or to cast
his or her vote one way or the other.

8. Borrowing

No employees or their immediate Relative shall be habitual borrowers. Further, they shall not borrow
disproportionate to their known sources of income; neither shall such borrowing be at terms other
than what may be reasonably considered normal; and nor will such borrowing be resorted to from
such sources as a pawn broker, money lenders or subordinate employees etc.

Staff Accountability

9. Objective
We are in the business of Banking and financial services, which operates on the foundation of “TRUST”.
Our customers trust us with their financial transactions & portfolios and we are expected to operate
and maintain the highest standards of openness and transparency in all our dealings.
Management expects high degree of ethics, compliance, honesty, integrity and diligence from each
employee of the Company and violation of the same will be viewed seriously. Each employee should
adhere to the manuals, guidelines, policies, integrity capsules etc. issued by the Management from
time to time. We have zero tolerance to any violation of the above and any such violation will attract
stern action including dismissal/termination from the services of the Company.

10. Applicability
This will be applicable to all employees

11. Punishments
The following punishments can be imposed by the competent authority for the proven acts of
misconduct committed by the employee:
I. Minor Penalty
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 i. Warning

II. Major Penalties

i. Forfeiture of annual increase in compensation and/or variable pay

ii. Malus and clawback of variable compensation given in the past
iii. Termination from the services.

III. Recovery of Financial Loss

Apart from above, the competent authority can order for recovery of financial loss caused to the
Company by the employee due to proven acts of misconduct committed by him/her. The financial
loss caused to the Company can also be recovered from the terminal benefits of employee.

12. Suspension of Employee

An employee involved in alleged acts of misconduct may be placed under suspension by the
competent authority under the following circumstances:

I. Reported irregularities such as fraud, misappropriation etc., which is under investigation or prima
facie irregularities committed by employee directly or by colluding with an outsider.

II. If in the opinion of the Management, there exists a reasonable apprehension that an employee,
whose involvement in any reported irregularity is prima facie established and continuation of such
employee in the Branch/ office may result in destruction of evidences/ documents and at the same
time, immediate disengagement of the said employee is likely to cause hindrance to the
completion of investigation and recovery of the financial loss likely to be caused to the Company.

13. Competent Authority to Issue Suspension Order

The competent authority can suspend an employee after getting a recommendation from the Business
Head/ RCU/ Vigilance Dept.
Disciplinary Authority will be the competent authority to issue a suspension order.

14. Subsistence allowance and other allowances during the suspension period

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 I. An employee, who is placed under suspension, shall, during the period of suspension, be entitled
for 1\3 of his existing basic pay and special allowance calculated on the reduced basic pay, for the
first three months of the suspension.

II. For the subsequent period of suspension, after three months, the employee shall be entitled to
1\2 of the reduced basic pay (i.e. 1/6 of the original) and special allowance calculated on such
reduced basic pay.

III. If the suspended employee is fully exonerated from the charges, then he/she shall be granted for
the period of suspension, the full pay with allowances to which he/she would be entitled, had
he/she not been suspended.

15. Closure of the suspension of the employee

The suspension of an employee shall come to an end only after issuance of an order to that effect
from the competent authority:
I. Upholding the allegations of misconduct and for termination of the services of the suspended
employee; or

II. Upholding the allegations of misconduct with punishment other than termination, depending
upon gravity of the irregularities committed by the employee; or

III. Exoneration of the employee from the allegations.

16. Imposition of penalty by competent authority

After the conduct of an enquiry into the acts of misconduct, the competent authority will issue an
order indicating the penalty being imposed, if the act of misconduct is upheld. The employee would
be bound by that order and necessary administrative actions will be taken accordingly.

17. Declaration of Assets & Liabilities

Specified employees shall make a declaration of assets and liabilities held as at 31 March every year
by self; spouse; and dependants; either singly or jointly (Assets in joint name indicating the extent of
joint ownership will also have to be given) with others in the prescribed mode. Details to be declared
are as follows:
I. Moveable Assets
i. Cash in hand
ii. Deposits (with Banks Including all deposits)
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iii. Shares & Securities
iv. Insurance Policies
v. Loans and advances given
vi. Motor Vehicles, Yachts, boats and aircrafts
vii. Jewellery, bullion, silver, precious stones and other such valuable thing(s)
viii. Archaeological collections, drawings, paintings, sculptures or any work of art

II. Immoveable assets - Land/House/ Flat/Shop/Industrial Plot, Building, etc.

III. Liabilities in form of loans and advances (secured and unsecured)

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