TaxTMI 
TaxTMI 
Code of conduct for participants
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.... form and execution of debit instruction slip and in all the other activities undertaken by him on behalf of the beneficial owners. 5. A participant shall endeavour to resolve all the complaints against it or in respect of the activities carried out by it as quickly as possible, and not later than one month of receipt. 6. A participant shall not increase charges/fees for the services rendered without proper advance notice to the beneficial owners. 7. A participant shall not indulge in any unfair competition, which is likely to harm the interests of other participants or investors or is likely to place such other participants in a disadvantageous position while competing for or executing any assignment. 8. A participant shall not make any exaggerated statement whether oral or written to the clients either about its qualifications or capability to render certain services or about its achievements in regard to services rendered to other clients. 9. A participant shall not divulge to other clients, press or any other person any information about its clients which has come to its knowledge except with the approval/authorisation of the clients or when it is required to dis....
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....y decision makers have access to all relevant information about the business on a timely basis. 22. A participant shall ensure that good corporate policies and corporate governance are in place. ^1[PART-B Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 [SEE REGULATION 27] Code of Conduct for governing board, directors, committee members and key management personnel I. Governing Board The governing board of the depository shall - (a) evaluate profitability margins of the depositories. (b) ensure adequacy of resource allocation (both financial and human) towards regulatory compliances. (c) focus on strategy, policy level issues and important matters and may review the day-to-day operational matters only in exceptional cases. (d) oversee the critical operations including technology as well as the regulatory, risk management, compliance and investor grievance redressal functions of the depository. (e) take the lead in succession planning for managing director and other key positions. (f) play an active role in defining, establishing and documenting risk management framewo....
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....ng the same. (m) review periodically all existing products, services, revenue streams. (n) shall meet, without the presence of the managing director and any other executive director, chief regulatory officer or compliance officer, the chief risk officer, the chief information security officer, the statutory auditor of the depository and any other person as determined by the public interest directors and non-independent directors to discuss important issues concerning the depository, on a periodic basis as specified by the Board. (o) periodically review the frequency of meetings and agenda items of the governing board to ensure that the number of meetings is rationalized and all important issues are discussed. (p) ensure that the agenda papers are approved by the chairman of the governing board. (q) ensure that members of the governing board can place agenda item during their meeting. (r) be responsible for monitoring compliance with the code of conduct by the members of the governing board of the depository. (s) uphold a strong culture in the depository and promote the target culture from the top through behavior, actio....
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...., observe high standards of commercial honour and; just and equitable principles of trade; (j) in their conduct in business life be exemplary which may set a standard for others; (k) not use their position to give or get favours to or from the executive or administrative staff of the depository, technology or service providers and vendors or suppliers of the depository; (l) not commit any act which will put the reputation of the depository in jeopardy; (m) comply with the provisions of all applicable laws to the securities market; (n) directors and key management personnel shall at all point of time comply with all the internal policies of the depository including their code of conduct. If there is a conflict between the code of conduct policy of the depository with those provided by the Board, then the policy issued by the Board shall prevail. 2. Regulatory Compliances. Every director, committee member and key management personnel of the depository shall- (a) ensure that the depository abides by all the applicable provisions of the Act, the Depositories Act, 1996, rules and regulations framed thereunder and the circulars,....
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....sions on any subject matter in which any conflict of interest exists or arises, whether pecuniary or otherwise, and in such cases the same shall be disclosed and recorded in the minutes of the meeting; (b) not encourage the circulation of agenda papers during the meeting, unless circumstances so require; (c) ensure that minutes are recorded to capture all points of opinion comprehensively; (d) offer their comments on the draft minutes and ensure that the same are incorporated in the final minutes; (e) insist on the minutes of the previous meeting being placed for approval in subsequent meeting; (f) endeavor to have the date of next meeting fixed at each governing board meeting and committee meetings respectively in consultation with other respective members of the governing board and committees; (g) ensure that all important agendas placed before the governing board of depository and committees are deliberated in a timely manner; (h) not support any decision in the meeting of the governing board of depository and the committees respectively which may adversely affect the interest of investors and shall report forthwith ....
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....e depository, provided that the time period for disclosure shall not be later than fifteen days of the transaction/ dealing. (d) Directors who are nominees of Government of India, its statutory bodies or Public Financial Institutions and are governed by their own codes shall be exempt from this requirement. C. Applicable to public interest directors (a) Public interest directors of the depositories shall endeavor to attend all the governing board meetings and they shall be liable to vacate office if they remain absent for three consecutive meetings of the governing board or do not attend seventy-five percent of the total meetings of the governing board in a calendar year. (b) Public interest directors shall meet separately, at least once in six months to exchange views on critical issues. Public interest directors shall submit a report of such meeting to the Board and to the governing board of the depository within the time and manner as may be specified by the Board from time to time. (c) Public interest directors shall identify important issues which may involve conflict of interest for the depository, or may have significant impact on the f....
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....not speculative in nature. Towards this end, all securities purchased must be held for a minimum period of sixty days before they are sold. In specific/ exceptional circumstances, however, sale can be effected anytime by obtaining pre-clearance from the compliance officer to waive this condition after recording in writing his satisfaction in this regard. Explanation. - "securities" for the purpose of this code shall not include mutual fund units.] ^2[****] ^3[PART-D [See Regulation 17] Code of Conduct for Depositories A Depository shall: (a) always abide by the provisions of the Act, Depositories Act, 1996, any Rules or Regulations framed thereunder, circulars, guidelines and any other directions issued by the Board from time to time. (b) adopt appropriate due diligence measures. (c) take effective measures to ensure implementation of proper risk management framework and good governance practices. (d) take appropriate measures towards investor protection and education of investors. (e) treat all its applicants/members in a fair and transparent manner. (f) promptly inform the Board of violations of the pro....
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....incorporated in the final minutes; d) insist on the minutes of the previous meeting being placed for approval in subsequent meeting; e) endeavour to have the date of next meeting fixed at each governing board meeting in consultation with other members of the governing board; f) endeavour that in case all the items of the agenda of a meeting were not covered for want of time, the next meeting is held within fifteen days for considering the remaining items. ii. Code of Conduct for the public interest directors a) In addition to the conditions stated in Para (i) above, public interest directors of the depository shall, endeavour to attend all the governing board meetings and they shall be liable to vacate office if they remain absent for three consecutive meetings of the governing board or do not attend seventy five percent of the total meetings of the governing board in a calendar year. b) Public interest directors shall meet separately, at least once in six months to exchange views on critical issues. iii. Strategic planning Every director of the depository shall: a) participate in the formulation and execution of strategies in the ....
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....r misrepresentation or any other act prejudicial to the administration of the depository." 2. Omitted vide Notification No. SEBI/LAD-NRO/GN/2023/125 dated 28-02-2023 (shall come into force on the one hundred and eightieth day from the date of their publication in the Official Gazette) before it was read as, "Part-C Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 [See regulation 27] CODE OF ETHICS FOR DIRECTORS AND KEY MANAGEMENT PERSONNEL The 'Code of Ethics' for directors and key management personnel of the depository, is aimed at improving the professional and ethical standards in the functioning of depository thereby creating better investor confidence in the integrity of the securities market. i. Objectives and underlying principles The Code of Ethics for directors and key management personnel of the depository seeks to establish a minimum level of business/ professional ethics to be followed by these directors and key management personnel, towards establishing a fair and transparent marketplace. The Code of Ethics is based on the following fundamental principles: • Fairness and transparency in dea....
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....e held for a minimum period of 60 days before they are sold. However, in specific/exceptional circumstances, sale can be effected anytime by obtaining pre-clearance from the Compliance Officer to waive this condition after recording in writing his satisfaction in this regard. Explanation: 'securities' for the purpose of this Code shall not include units of mutual fund. v. Disclosure of dealings in securities by directors of the depository a) All transactions in securities by the directors and their relatives shall be disclosed to the governing board of the depository. b) All directors shall also disclose the trading conducted by firms/corporate entities in which they hold twenty percent or more beneficial interest or hold a controlling interest, to the regulatory oversight committee. c) Directors who are Govt. of India nominees or nominees of Govt. of India statutory bodies or financial institutions and are governed by their own codes shall be exempt from this requirement. vi. Avoidance of conflict of interest a) No director of the governing board or member of any committee of the depository shall participate in any decision making/adjudication in respect of an....
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....s shall not use their position to obtain business or any pecuniary benefit in the organization for themselves or family members. xi. Regulatory oversight committee to lay down procedures a) The regulatory oversight committee shall lay down procedures for the implementation of the Code and prescribe reporting formats for the disclosures required under the Code. b) The Compliance Officer shall execute the requirements laid down by the regulatory oversight committee. While the objective of this Code is to enhance the level of market integrity and investor confidence, it is emphasized that a written Code of ethics may not completely guarantee adherence to high ethical standards. This can be accomplished only if directors and key management personnel of the depository commit themselves to the task of enhancing the fairness and integrity of the system in letter and spirit." 3. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/125 dated 28-02-2023 (shall come into force on the one hundred and eightieth day from the date of their publication in the Official Gazette) before it was read as, "Part-D Securities and Exchange Board of India (Depositories and Particip....