Circular for the Code of Conduct and Code of Ethics for the Directors and Key Managerial Personnel of the MIIs GIFT-IFSC

Page 1 of 10 CIRCULAR F. No. 286/IFSCA/ CMD-DMIIT/PM/2021 September 13, 2021 To, All Market Infrastructure Institutions in GIFT-IFSC including Bullion Exchange, Bullion Clearing Corporation and Bullion Depository Dear Sir/Madam, Sub: Code of Conduct and Code of Ethics for the Directors and Key Management Personnel (KMP) of recognized Market Infrastructure Institutions (MIIs) in GIFT- IFSC 1. This has reference to the Regulation 25 (1) of the IFSCA (Market Infrastructure Institutions) Regulations, 2021 [MIIs Regulations] and Regulation 21 (1) of the IFSCA (Bullion Exchange) Regulations, 2020 [Bullion Exchange Regulations]. As per the said regulations, every Director and KMP of the recognized MIIs [Recognized Stock Exchange, Recognized Clearing Corporation, Recognized Depository, Recognized Bullion Exchange, Recognized Bullion Clearing Corporation, Recognized Bullion Depository] in GIFT-IFSC has to abide by the Code of Ethics and Code of Conduct specified by the Authority. 2. In this regard, the Code of Conduct and Code of Ethics for the Directors on the governing board and Key Management Personnel of the recognized Market Infrastructure Institutions (MIIs) in GIFT-IFSC is as under: Page 2 of 10 Part A: CODE OF CONDUCT FOR DIRECTORS 1. Meetings and minutes Every Director of the recognized MIIs shall— a) not participate in discussions 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) offer their comments on the draft minutes and ensure that the same are incorporated in the final minutes; d) insist on the minutes of the previous meeting being placed for approval in subsequent meeting; e) endeavor to have the date of next meeting fixed at each governing board meeting in consultation with other members of the governing board; f) endeavor to ensure 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. 2. Code of Conduct for the Public Interest Directors (PID) a) In addition to the conditions stated in Para (1) above, PIDs of the recognized MIIs 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 per cent of the total meetings of the governing board in a calendar year. b) The PIDs shall meet separately, at least once in six months to exchange views on critical issues. Page 3 of 10 c) The PIDs shall identify important issues which may involve conflict of interest for the MIIs or may have significant impact on the functioning of recognized MIIs or may not be in the interest of securities/bullion market. The same shall be reported to the Authority. 3. Strategic planning Every Director of the recognized MII shall— a) participate in the formulation and execution of strategies in the best interest of the recognized MII and contribute towards pro-active decision making at the governing board level; b) give benefit of their experience and expertise to the recognized MII and provide assistance in strategic planning and execution of decisions. 4. Regulatory compliances Every Director of the recognized MII shall— a) ensure that the recognized MII abides by all the applicable provisions of International Financial Services Centres Authority Act, 2019, MIIs Regulations, Bullion Exchange Regulations, rules and regulations framed thereunder and the circulars, directions issued by the Authority from time to time; b) ensure compliance at all levels so that the regulatory system does not suffer any breaches; c) ensure that the recognized MII takes steps commensurate to honour the time limit stipulated by Authority for corrective action; d) not support any decision in the meeting of the governing board which may adversely affect the interest of investors and shall report forthwith any such decision to the Authority. Page 4 of 10 5. General responsibility Every Director of the recognized MII shall— a) place priority for redressing investor grievances and encouraging fair trade practice so that the recognized MII becomes an engine for the growth of the securities/bullion market; b) endeavor to analyze and administer the recognized MII issues with professional competence, fairness, impartiality, efficiency, and effectiveness; c) submit the necessary disclosures/statement of holdings/dealings in securities/bullion as required by the recognized MII from time to time as per their Rules or Articles of Association; d) unless otherwise required by law, maintain confidentiality and shall not divulge/disclose any information obtained in the discharge of their duty and no such information shall be used for personal gains; e) maintain the highest standards of personal integrity, truthfulness, honesty and fortitude in discharge of their duties in order to inspire public confidence and shall not engage in acts discreditable to their responsibilities; f) perform their duties in an independent and objective manner and avoid activities that may impair, or may appear to impair, their independence or objectivity or official duties; g) perform their duties with a positive attitude and constructively support open communication, creativity, dedication, and compassion; h) not engage in any act involving moral turpitude, dishonesty, fraud, deceit, or misrepresentation or any other act prejudicial to the administration of the recognized MII. Page 5 of 10 Part B: CODE OF ETHICS FOR DIRECTORS AND KEY MANAGEMENT PERSONNEL (KMP) The 'Code of Ethics' for Directors and Key Management Personnel of the recognized MIIs, is aimed at improving the professional and ethical standards in the functioning of recognized MIIs thereby creating better investor confidence in the integrity of the securities/bullion market. 6. Objectives and underlying principles: The Code of Ethics for Directors and Key Management Personnel of the recognized MII 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: a) Fairness and transparency in dealing with matters relating to the recognized MII and the investors. b) Compliance with all laws/ rules/ regulations laid down by regulatory agencies/ recognized MII. c) Exercising due diligence in the performance of duties. d) Avoidance of conflict of interest between self-interest of Directors/ Key Management Personnel and interests of recognized MII and investors. 7. Regulatory oversight committee For overseeing implementation of this Code, a regulatory oversight committee shall be constituted by every recognized MII under the respective governing board. Page 6 of 10 8. General standards a) Directors and Key Management Personnel shall endeavor to promote greater awareness and understanding of ethical responsibilities. b) Directors and Key Management Personnel, in the conduct of their business shall observe high standards of commercial honour and just and equitable principles of trade. c) The conduct of Directors and Key Management Personnel in business life should be exemplary which will set a standard for other members of the recognized MII. d) Directors and Key Management Personnel shall not use their position to give/get favours to/from the executive or administrative staff of the MII, technology or service providers and vendors of the recognized MII, or any listed company at the recognized stock exchange.