Code of Conduct

1.0 Objective & Principles

“We engage in honest and straightforward communication with all stakeholders and adhere to the highest ethical standards in everything we do. Our reputation is paramount. We will act in the best interests of our clients but without compromising our values and principles.”

1.1 Objective

For the purpose of this document, ‘Bank’ or ’Company’ shall mean IDFC FIRST Bank and all its subsidiaries, associates or group companies.

We are committed to maintaining the highest standards of ethical conduct in line with our mission and values.In line with the principles of the UN Global Compact and our values, we aim to imbibe, assist and implement a set of core values in the areas of human rights, labour standards, environment andanti – corruption. Our Code of Conduct reflects the standards of behaviour we look for from allour stake- holders in the above areas. It strives to find affordances for all its stakeholders to liveby the Bank’s Values on an ongoing basis.

Through the Code of Conduct, the Bank aims to lay down guidelines for appropriate businessconduct and ethical behaviour so as to establish a fair and respectful work environment in IDFC FIRST Bank.

1.2 Principles

The 10 principles of the United Nations Global Compact are elucidated below:

• Human Rights

Principle 1

Businesses should support and respect the protection of internationally proclaimed human rights.

Principle 2

Make sure that they are not complicit in human rights abuses.

• Labour Standards

Principle 3

Businesses should uphold the freedom of association and the effective recognition of the right to collective bargaining.

Principle 4

The elimination of all forms of forced and compulsory labour

Principle 5

The effective abolition of child labour

Principle 6

The elimination of discrimination in respect of employment and occupation

• Environment

Principle 7

Businesses should support a precautionary approach to environmental challenges.

Principle 8

Undertake initiatives to promote greater environmental responsibility.

Principle 9

Encourage the development and diffusion of environmentally friendly technologies.

• Anti-Corruption

Principle 10

Businesses should work against corruption in all its forms, including extortion and bribery.

2.0 Scope

This policy applies to all permanent employees of IDFC FIRST Bank.

• This policy covers the framework and practices that guide our business conduct.

• It strives to provide answers for situations that you might encounter on the job and lists resources for help or further information.

• However, the Code cannot address every possible workplace situation or list all IDFC FIRST Bank’s corporate policies and procedures. Employeesshould use it for guidance about our ethical standards.

3.0 Code of Business Conduct Framework

Our Code of Business Conduct is based on 4 pillars.

1. Personal Values & Business Ethics

2. Handling conflicts of interest

3. Anti-corruption

4. Being an IDFC FIRST Bank citizen

3.1 Personal Values & Business Ethics

Employees should ensure that all activities, whether personal or professional, are fully compliant with IDFC FIRST Bank values.

3.1.1 Honouring Agreements

All agreements entered by employees with IDFC FIRST Bank should be honoured both in letter and spirit.

3.1.2 Furnishing of information

• At IDFC FIRST Bank, all employees are expected to furnish accurate information about themselves.Employees should ensure that personal information about themselves in the Bank records is complete and accurate.

• Employees are bound by the confidentiality agreement signed by them at the time of joining.

• Employees are required to go through the ‘IDFC FIRST Bank Code of Conduct for Prevention of Insider Trading’ that is part of the offer/ appointment letter (Annexure D).

• In the event a situation arises where a complaint is filed against an employee for an alleged criminal offence, he/ she must promptly inform the Bank of the same. This includes cases under the ‘The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act”.

• Employees need to communicate all changesto their personal recordsto their HR Business Partner within 15 days of the change.

• The relevant documentsshould be provided wherever required, by the employee for the changes to be made in the employee portal. Changes include:

• Name Change

• Change of Address, contact information.

• Dependent Status Change

• Marriage or Separation

• Birth or Adoption of child.

• Any other change that could affect Benefit Plan Eligibility

• Employees are required to furnish details of relatives working in IDFC FIRST Bank, its subsidiary companies or in organisations that are in the same or similar business as that of IDFC FIRST Bank.

Relatives, for the purpose of this policy include:

* Employee’s spouse, children or stepchildren

* Any other person related by blood or marriage, to employee or spouse

3.1.3 Claims for reimbursement

• Employees are expected to claim reimbursements in accordance with the respective policies.

• When making claims for reimbursement, employees should certify that the amounts have been properly incurred and paid for and attach all original/ supporting vouchers with the claim statement.

3.1.4 Use of Bank property

• Employees are expected to use any of the Bank’s property in their possession only for business purposes as per the Terms and Conditions of the agreement. Bank property includes company provided accommodation, Company car, business tools, etc.

3.1.5 Information Security Compliance

All employees are expected to be aware of their responsibility relating to protection of Information Assets of IDFC FIRST Bank. Accordingly, you are required to familiarize yourself with the Information Security Policies and Procedures at IDFC FIRST Bank and abide by it in spirit and practice.

Employees are not permitted to use their official mail id on public domain (on internet) for any purpose other than Bank approved purposes. Examples include use of bank mail id to register for conferences, subscriptions, social media etc.

3.1.6 Disclosure or use of confidential information

• On joining the Bank, employees are required to sign and abide by a confidentiality agreement, which is legally-binding. This agreement also binds employees to uphold all ethical practices espoused by the Bank.

• All non-public information gathered during the course of business about IDFC FIRST Bank and/or any other Company should be considered confidential information. Employees are not permitted to use or share confidential information they have access to for stock-trading purposes or for other purpose except the conduct of the Bank’s business. To use non-public information for personal financial benefit or to ‘tip’ others to make investment decisions on the basis of this information is not only unethical but also illegal.

• Additionally, employees may be privy to certain confidential information. At no time should they divulge, except in furtherance of IDFC FIRST Bank's business interests, any business or technical information which may come to their knowledge in the course of their employment with IDFC FIRST Bank or its associates or sister companies. This shall apply both during and post their period of employment.

• The Bank has a separate Insider Trading Policy (employees may refer to this policy on the Employee portal).

• Employees should avoid retaining in their possession, any papers, documents, specifications, records, etc., relating to IDFC FIRST Bank's business. All such materials must be returned to IDFC FIRST Bank once their work is completed and on their separation from IDFC FIRST Bank.

• Any process development or improvement as a result of research or development activity by IDFC FIRST Bank employees will be considered the property of IDFC FIRST Bank. Employees may not acquire any patent rights in relation to any product that IDFC FIRST Bank or its associate or sister companies make or may make in the course of their employment.

• Employees are required to adhere to the above-mentioned guidelines on confidentiality at all times.

Questions:

1. I recently learned that our bank would announce great/ disappointing financial results for this quarter. Is this insider information?

Yes. This kind of financial news can have a positive/ negative effect on a company’s stock price and would certainly be considered material non-public information, or insider information.

2. I accidentally saw a copy of a confidential memo describing a large contract that our bank will soon sign with another company. If I buy some of the other company’s stock on the basis of this information or share this information with someone else for them to buy, before news of the contract is made public, am I engaging in insider trading?

Yes. Assuming that the news of this contract is material non-public information, or insider information, if you purchase securities of the other company on the basis of this information before it becomes public, you are engaging in insider-trading.

3. I just received some confidential information about a competitor bank. I didn’t ask for it, but this kind of information could be very useful to me. What should I do?

Before you read or copy this information, call the Legal Department to discuss how the information was acquired. That will determine whether or not you may use it. If you are allowed to use it, follow the Legal Department’s instruction for documenting the source of the information.

4. A friend who works for another company asked me to provide the names of some of my business contacts. My friend’s company is not our competitor. Is it OK to share this information?

No

3.1.7 Compliance with laws

• IDFC FIRST Bank attaches a high degree of importance to all statutory compliances. Employees should ensure compliance with various laws in their areas of operation.

• Employees are required to uphold all ethical practices espoused by the Bank.

• Employees are mandatorily expected to cooperate and provide all necessary information/explanation/evidence as may be required during any internal or external investigation. Any non-cooperation will be considered a breach and appropriate action shall be taken as per the Disciplinary Action Guidelines of the Bank.

3.2 Handling conflicts of interests

3.2.1 Employment of relatives

IDFC FIRST Bank policy does not allow employment of relatives. Hiring of relatives might induce actual or perceived subjectivity in daily activities, raise conflict of interest or lead to undue influence in their operations. Any exception will be reviewed on a case-by-case basis by Human Resources.

• At the time of hiring, employees are required to disclose if any of their relatives is employed in any of the IDFC FIRST Bank associates or sister companies.

• In the event of marriage between two employees within the organization, one of the employees could be required to leave IDFC FIRST Bank based on assessment by Human Resources.

• In case an employee has any relationship with any member of the board of the bank, the same needs to be disclosed to HR.

3.2.2 Dual Employment

Full time employees should, at no time, get engaged either directly or indirectly, part-time or fulltime, in any business or undertake any other employment or consultancy during the course of their employment. This includes any activity that may or may not be considered as conflicting with the business of the Bank and interfering with the performance of duties. Also, employees (are not allowed to take up Board membership of any other company. Employees should not receive any remuneration of any kind for such activity. Membership of any forum will require approval from HR.
When in doubt, please contact the CHRO.

3.2.3 Betting/ Gambling

IDFC FIRST Bank employees should at no time get engaged in any activity which is speculative in nature, and which can be construed as any form of betting, or gambling. Any earnings/bonus/rewards received from such activities will be considered as income from dual employment and disciplinary action may be initiated, as deemed appropriate by HR.

3.2.4 Interest in Any Other Organisation

For Investment purpose employees are allowed to hold stake only in listed companies upto a maximum of 1% of the paid-up capital of the Company. It is further made explicitly clear that employees are not permitted to be involved in any other business, other than the employment with the Bank.

3.2.5 Trading in securities of listed companies and Unfair Trade Practices

• IDFC FIRST Bank securities are listed on the major Stock Exchanges. IDFC FIRST Bank is committed to comply with securities laws in all jurisdictions in which its securities are listed.

• Employees shall follow a minimum holding period of thirty (30) days from the date of purchase while trading in securities of any listed company (including IDFC Limited and IDFC FIRST Bank Limited). Employees shall refrain from entering into any opposite transaction i.e. buy or sell during a period of thirty (30) days following a transaction. However, please note Designated Persons as defined under the Bank’s Code of Conduct for Prohibition of Insider Trading shall not enter into contra trade for a period of six months in securities of IDFC Limited and IDFC FIRST Bank Limited.

• All the Employees of the Bank including Designated Persons and Insiders are expected to strictly adhere in both letter and spirit to the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 as may be amended from time to time. Accordingly, they are expected to refrain from intentionally publishing misleading information on digital media, front running, mis-selling of securities and services related to securities, misutilisation of client account and diversion of client funds, manipulating bench-mark price of securities, dealing in securities whilst in possession of UPSI or with an intent to manipulate price and volume of any securities.

• The employees shall not derive benefit or assist others to derive benefit by giving investment advice from the access to and possession of any price sensitive information, not in public domain. Employees will comply with SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Code of Conduct of prevention of Insider Trading of the Bank as amended from time to time.

3.2.6 Conflict of Interest with Clients

Employees need to take reasonable steps to ensure that conflict of interest in their dealings with clients and dealings between one client and another is identified and thereafter prevented or managed or disclosed in such a way to ensure that the interests of a client and the Bank are not adversely affected.

3.2.7 Conflict of Interest for employees in IFSC Banking Unit (IBU)

Employees posted at an IFSC Banking Unit (IBU) need to ensure adherence to this Code of Conduct and all other HR policies of the Bank. The guidelines in the IFSCA handbook Code of Business Directions need to be adhered to.

Questions:

1. My cousin owns a controlling interest in a company that is a supplier to IDFC FIRST Bank for many years. I have been recently hired, and in my position, I have authority to contract with the same supplier. Am I faced with a potential conflict of interest?

Even though the supplier is a long-time vendor of the Bank, a conflict has now been created because you are involved in the decision-making process. In this case, the problem may be resolved if an independent decision maker acts instead of you. The important action for you to take is to formally dis- close the potential conflict to your manager and HR so that it may be resolved.

2. My neighborhood has an underprivileged school and I have been invited many times to coach the students on subjects like math and accountancy over the weekend. And they have agreed to pay a nominal amount of INR 500 per month. Can I help?

Employees are not permitted to avail any monetary benefit received from undertaking charitable, educational, social, artistic work or any business activity. This ensures that there is no conflict of interest toward the secondary activity. Do reach out to your HR Business Partner via email with the details of the school and your involvement. If at any course of time in the future, the teaching evolves into handling other activities for the school, then this would be in direct violation to the Code of Conduct. Also, the bank holds all rights to withdraw the permission provided to its employees to participate/volunteer in other activities like the above.

3.3 Anti-Corruption

Anti–Corruption practices define the standards to be followed while dealing with internal and external stakeholders. It strives to ensure a culture that enables employees to handle instances of corruption in a manner compliant with the IDFC FIRST Bank’s Values.

3.3.1 Gifts or Favours

IDFC FIRST Bank follows a no gift policy for its employees.

• As a matter of principle and general guidance gifts and hospitality, of any nature, form or value,received from or offered to customers, suppliers and other business contacts (actual and potential) are to be strictly avoided.

• Employees should not accept any inducements or favours in any form to improperly influence an official transaction/contract/relationship.

• All our employees are required to abide by this No Gift Policy at all times, no matter the value of the gift, big or small, and irrespective of the fact that it is on or off work premises.

• In case any gifts are dispatched to employees by any external stakeholder, it will not be accepted at the dispatch desk itself. In case the dispatch desk is unable to identify the package as a gift it will be sent to the individuals who they are addressed to, and it should be returned to the sender.

In case of any clarification please connect with HR.

3.3.2 Bribery

• Employees should never offer or accept any bribe or inducement. Nor should employees misuse their position or the information they gather during the course of their duties to further their or anyone else’s private interests. In case of doubt of what constitutes a bribe or an instance of corruption, employees should speak to the Compliance Department or their respective HR Business Partner.

3.3.3 Charitable donations

IDFC FIRST Bank may donate, as an organisation, only to recognised Charitable Funds that are registered under the Companies Act 2013The Bank will screen the receiving body or individual for authenticity and linkage to IDFC FIRST Bank vendors before any disbursement is made.

3.3.4 Third party vendors

• All third-party vendors are bound by IDFC FIRST Bank’s Code of Conduct.

• No third-party vendor can enter into an agreement with an external party on IDFC FIRST Bank’s behalf. Any instance of a third-party employee being asked to act as a principal for any dealing will be considered as a misconduct and will call for disciplinary action.

• Payments to third party vendors will be made in accordance with their terms of contract.

3.3.5 Financial Investment & Dealings

Employees are barred from investments in unregulated instruments such as lending in the informal market, participating in ‘dabba trading’, trading in shares without the official broker process. Investments in products of the Bank, Mutual Funds, Equity market are considered as regulated instruments.

Questions:

1. I observed a situation that I suspect is a violation of our guidelines. Should I report this situation even if I am not completely certain that there is a problem?

All employees are responsible for immediately reporting possible violations to their Reporting Manager or any other manager/ leader/ HR Business Partner. Your report will be taken seriously and investigated as appropriate. It is better to report a suspicion that turns out not to be an issue than to ignore a possible violation of the law or IDFC FIRST Bank’s policy.

2. While sharing the details of a product at the bank, my customer revealed that he can get me a lifetime discount for all travel expenses that the bank would incur in the future, in exchange for a reduction in interest rate on the product. This would benefit my bank. What should I do?

Employees should never offer or accept any bribe or inducement, which may influence or appear to influence their actions. Nor should employees misuse their position or the information they gather during the course of their duties to further their private interests or of anyone else. You should state to the customer that this would be against the Code of Conduct as well as inform the details of this conversation to your Reporting Manager.

3.4 Being an IDFC FIRST Bank Citizen

3.4.1 Dealing with team members

The Bank is committed to:

• Promoting diversity in all areas and activities

• Meritocracy in the organization.

• Professional behavior and respectful treatment of all employees

• An open-door policy where employees are encouraged to discuss their concerns with any manager or leader.

• Prevention of harassment of any kind at the workplace and encourages employees to report any harassment concerns.

3.4.2 Dealing with the Press and media

• Dealing with the press or the media is highly sensitive and has a high impact on organization image, stakeholders, goodwill, business and operations and it requires trained, nuanced, skilled and sensitive handling.

• The following officials of IDFC FIRST Bank are authorized to address press and media queries:

• Managing Director & CEO

• Managers specifically designated by Managing Director & CEO

• Authorized spokespersons are expected to maintain discretion while communicating with any outside party.

• Employees should refrain from any direct or indirect references to IDFC FIRST Bank or identify themselves as an employee of IDFC FIRST Bank in any form of communication in the public domain.

• Employees should not publish or pass on any documents or information that may come in their possession or is within their knowledge about IDFC FIRST Bank or its stakeholders.

3.4.3 Dealing with other media – Internet, blogs, social media

The following guidelines need to be followed to protect the privacy, confidentiality, and interests of IDFC FIRST Bank and its employees, partners, customers, competitors, and other stakeholders while interacting on the internet.

• Employees are not authorized to share any sensitive information about the Bank on any social media platform. Such sensitive information may include projects of the bank, an internal event, certificates, awards received and other initiatives the employee is involved with. It could also be any such information that can be used by competition considering that the bank is operating in a competitive environment. This includes, but is not limited to information about trademarks, upcoming product releases, sales, finances, employee numbers, company strategy and any other information that has or has not been publicly released by IDFC FIRST Bank in its latest Corporate Presentation available on the official website. The Bank reserves the right to share information as and when deemed fit.

• IDFC FIRST Bank logo and trademarks may not be used without explicit permission in writing from the Bank.

• If an employee shares any unauthorized information related to IDFC FIRST Bank or its stakeholders, it will be taken as a breach of confidentiality and could invite disciplinary action.

• All concerns and grievances need to be raised and redressed internally through the various channels available or by reaching out to the concerned HR Business Partner. The defined Escalation Matrix needs to be followed. Raising internal Organization matters on social media, in the public domain or with external individuals will be considered a breach of conduct and may lead to termination.

• Any behavior by the employee on social media that could potentially bring disrepute to the bank and is contrary to the basic adopted principles of the bank may invite suitable punitive action against the employee. This includes posting/ commenting on social media about other institutions/ individuals while being in employment with IDFC FIRST Bank

• Employees shall not create groups/ forums/ communities related (implicit or explicit) to IDFC FIRST Bank on social media indicating IDFC FIRST Bank approval, ownership, logo or sponsorship in any way. 

3.4.4 Conferences, Awards & Public Events

• Employees are restricted from participating as a panelist/ speaker at conferences/ seminars/ award functions/ public events without seeking prior permission from CHRO.All employees are required to familiarize themselves with the ‘IDFC FIRST Bank Corporate Communication Policy’ which is available on the intranet portal.

3.4.5 Dealing with political parties

Employees are expected to refrain from:

• Engaging in any political activity while in employment with the bank

• Seeking contributions for political purposes 

• Using company supplies or equipment for political purposes.

• Taking active part in politics, political demonstrations, or contest for election as member of a Municipal Council, District Board or any legislative body. 

• Bringing any political or outside influence to bear on colleagues to further their individual interests with respect to their service in the Bank.

• Expressing political views in any forum.

3.4.6 Dealing with Bank’s suppliers, vendors or partners

It is explicitly made clear, there should be no financial transaction whatsoever between the employee and any entity or person or company, who has any relationship with the bank in whatsoever capacity. When dealing with vendors, dealers and all other such business relationships, an appropriate distance is to be maintained with them. Appropriate distance represents for example, not staying over at each other’s residences, or going on a family vacation, or accepting sponsorship for conferences in India or overseas or any other benefit from vendor / official relationship. Close familial relationship, such as spending time out with family, having dinner together are to be avoided in order to avoid conflict of interest and required to maintain appropriate distance

While employed at IDFC FIRST Bank, employees should not, either directly or through any other person

• Be associated with any suppliers of goods, materials, or services to IDFC FIRST Bank

• Have any business arrangement outside the limits of IDFC FIRST Bank's dealings.

• Use their position for any personal benefit or for any benefit to any friend or relation, with or from any of IDFC FIRST Bank's partners or vendors or suppliers. Concealment of such information will be construed as misconduct.

• Employees cannot be an Executive or a Non-Executive Board member of any supplier or vendor establishment for a period of six months after exiting the Bank.

3.4.7 Prohibition of unauthorized Recording

Employees are strictly prohibited from recording, in any form (audio, video, or any other means), any official meetings, events, or seminars, one-on-one discussions whether conducted online or in person, using personal or company provided devices, including but not limited to mobile phones, tablets, laptops, smartwatches, voice recorders, or any other electronic or digital recording equipment, without the prior explicit permission of the organizer. Such recording may only be used for official purposes.This policy is implemented to safeguard confidentiality, protect sensitive information, and maintain professional decorum in the workplace. Any unauthorized recording and / or publishing shall be deemed as violation of office decorum and may lead to appropriate disciplinary action as per Bank policy.

3.4.8 Others

• Employees shall abide by the laws of the land and conduct themselves so as not to violate any accepted norms of public decency or morals or bring disrepute to IDFC FIRST Bank.

• Employees are not permitted to engage into any financial transactions with each other excepting. micro-transactions like going dutch for a meal or sharing rent, where employees are sharing an accommodation /staying together as paying guests and other such micro transactions.

• Employees are not permitted to receive promotional calls, visitors, sales representatives of any other organization in the office premises and are also not permitted to engage in receiving, making personal calls on company premises or during working hours.

• Employees are required to keep their personal leverage and borrowing within reasonable limits. Reasonable limits represent an amount that can be comfortably serviced from their monthly earnings or savings.

• Employees are expected to maintain financial discipline. Employees should not have any dishonour of cheques, ECS and NACH from their accounts.

• Employees shall avoid habitual indebtedness and report to the Management if they have applied for insolvency or have been declared insolvent.

• Employees cannot give instructions for a direct debit to their payroll with IDFC FIRST Bank for repayment of any loan availed by them elsewhere.

• IDFC FIRST Bank is an equal opportunity employer and does not discriminate based on sex, caste, creed or religion. No employee should be pressurized for hiring any particular individual or candidate.

• In the event of a criminal case being filed against an employee in his/her personal capacity, the Bank may, at its discretion, ask the employee to proceed on leave or temporarily suspend employment till the issue is sorted out and the employee is acquitted. This includes cases under the ‘The Sexual Harassment of Women at Workplace Act’. In such a situation, the employee will automatically cease to be a member of all Boards and nominations to any internal/external Committees will be revoked with immediate effect. All delegated powers and responsibilities given to the employee will be null and void with immediate effect till resolution of the issue.

• Any employee convicted by the Court of Law or arrested on any charge, shall, at once report the facts to the HR. The Bank reserves the right to terminate employment immediately if an employee is found guilty and convicted for criminal and moral offences by a competent Court of Law. In such cases, the Bank will not be liable to give any notice or payment in lieu thereof.Any dispute between IDFC FIRST Bank and an employee will be settled in a court within the jurisdiction of Mumbai only.

Questions:

1. A co-worker solicits votes for his sister who is participating in a national talent competition on TV / social media for singing / dancing / beauty contest or any other artistic activities. Is this acceptable?

No

4.0 Procedure

4.1 Dispensation

IDFC FIRST Bank will not encourage deviation from the Code of Conduct. In case where dispensation is essential, it will require the approval of the Executive Committee member and the CHRO.

4.2 Administration details

• This policy is administered by the HR function of IDFC FIRST Bank.

• Any changes or additions need to be approved by the Executive Committee.

• This document is subject to be updated from time to time and employees would need to be aware of and adhere to the latest version.

5.0 Document Owner

HUMAN RESOURCES