IDBI Bank Ltd. is committed to creating long term economic value for all its stakeholders, including shareholders, depositors, customers, employees and the society as a whole. IDBI Bank Ltd. is committed to maintaining high standards of ethical and professional conduct in all its corporate activities

This Code of Conduct and Ethics outlines the overall standards that shall guide the actions of IDBI Bank Ltd. and its Directors, officers and employees. The code is indicative and not exhaustive in nature and hence the same has to be read in conjunction with the other policies/circulars issued from time to time by the Bank.

IDBI Bank Ltd. shall continue to be committed in all its actions to benefit the economic development of the nation and shall not engage in any activity that would adversely affect such objective.

IDBI Bank Ltd. shall continue to prepare and maintain its accounts fairly and accurately in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations of the country. Internal accounting and audit procedures shall fairly and accurately reflect all of IDBI Bank Ltd. business transactions and disposition of assets.

IDBI Bank Ltd. shall continue to abide by the corporate disclosure practices as specified by the appropriate external regulatory authorities.

IDBI Bank Ltd. shall market its products and services on its own merits.

IDBI Bank Ltd shall continue to provide equal opportunities to all its employees and all qualified applicants for employment without regard to their race, caste, religion, colour, ancestry, marital status, sex, age, nationality, disability etc. Applicable laws, rules, and guidelines of Government of India / any other Competent Authority in this regard shall also be observed for this purpose. Employees of IDBI Bank Ltd. shall be treated with dignity and in accordance with the IDBI Bank Ltd. policy to maintain a work environment free of sexual harassment, whether physical, verbal or psychological. Employee policies and practices shall be administered on a non-discriminatory basis in all matters relating to recruitment, training, compensation, benefits, promotion, transfers and all others terms and conditions of employment.

IDBI Bank Ltd. shall not enter into any kind of business with any company / organization / entity, of which any of its director is a proprietor, partner, director, a manager, employee or guarantor or in which one or more directors of IDBI Bank Ltd. together hold substantial interest.

For the purpose of this clause, the term “substantial interest” (i) in relation to a company means the holding of a beneficial interest by an individual or his spouse or minor child, whether singly or taken together, in the shares thereof, the amount paid up on which exceeds rupees five lakh or 10% of the paid up capital of the company whichever is less: and (ii) in relation to a firm/ organization/entity, the beneficial interest held therein by an individual or his spouse or minor child, whether singly or taken together, which represents more than 10% of the total capital subscribed by all the partners of the said firm/organization/entity

IDBI Bank Ltd. shall continue to be committed to creating new industry standards of excellence in customer service. IDBI Bank Ltd. shall provide innovative and superior quality customer service consistent with the requirements of the customers for their satisfaction. IDBI Bank Ltd shall strive to touch more people's lives with an expanding retail footprint and delight customers with excellent service and comprehensive suite of best-in-class financial solutions. IDBI Bank Ltd shall deploy world class technology, systems and processes to improve business efficiency and exceed customer’s expectations.

A Director / Officer / Employee must not deprive IDBI Bank Ltd. of an opportunity that belongs to IDBI Bank Ltd., for his/ her own/other's advantage, if he / she is in a position of diverting the corporate opportunity for own benefit or to others to the detriment of IDBI Bank Ltd. A Director / Officer / Employee must not compete with IDBI Bank Ltd. in respect of any business transaction.

IDBI Bank Ltd. shall strive to provide a safe and healthy working environment at its work places and comply, in the conduct of its business affairs, with all regulations regarding the preservation of the environment of the territories it operates in.

IDBI Bank Ltd. shall continue to be committed to be a good corporate citizen not only in compliance with all relevant regulating laws and regulations but also by actively assisting in the improvement of the quality of life of the people in the communities in which it operates with the objective of making them self-reliant. IDBI Bank shall relentlessly strive to become a greener bank and reduce the carbon foot print.

IDBI Bank Ltd. honours the information requirements of the public and its stakeholders. All its external communication will be only by officials / directors authorized for the purpose.

The information for the public constituents and stakeholders, duly approved by the Compliance Officer or other authorised official, as the case may be, shall be disseminated through any of the following media:

• The accredited newspaper publications;
• Web casting on the official web site;
• Press handouts and press releases;
• Audio and audio-visuals prepared for the specific purpose.
• Banks social media and digital platforms

Unless officials / directors are authorised to express their views on social media or digital platforms, it shall be made clear that the views expressed are of one’s own and not those of the Bank

A Director / Officer / Employee shall not use the name of IDBI Bank Ltd., its logo or trademark for personal benefit or for the benefit of persons / entities not forming part of the IDBI Group.

IDBI Bank Ltd. is committed to enhance shareholder value and shall comply with all regulations and laws that govern shareholders' rights. The Board of Directors' of IDBI Bank Ltd. shall duly and fairly inform its shareholders about all relevant aspects of the organisation business and disclose such information in accordance with the respective regulations and agreements. Every employee shall also be responsible for implementation of and compliance with this code.

A Director / Officer / Employee of IDBI Bank Ltd. shall conduct all the dealings on behalf of IDBI Bank Ltd. with professionalism, honesty, integrity and high moral and ethical standards. Every Director / Officer / Employee of IDBI Bank Ltd. shall be responsible for the implementation of and compliance with the Code in his / her professional environment, be fair and take action not to discriminate, honour confidentiality and strive to achieve more specific professional responsibilities.

Insider Trading involves the improper use of non - public price sensitive information when dealing in securities. Specified employees are prohibited from engaging in insider trading as detailed in the Code of Conduct for Prevention of Insider Trading. This clause may be read in conjunction with the the Board approved policy “Code of Fair Disclosure” and “Conduct for Prevention of Insider Trading” hosted on the intranet webpage of Board Department

Directors and Key Managerial Personnels (KMPs) are deemed to be related parties of the Bank hence they will ensure to abide by the Policy on Related Party Transactions of the Bank which is notified on Bank’s website and intranet.

To uphold the image and dignity of the institution, it is desirable that every director / officer / employee of IDBI Bank Ltd. should demonstrate a high degree of standards in their conduct and discharge duties with integrity, professionalism and dedication in the best interest of the organisation, as under:

• a sense of fair play promoting the principles of merit, impartiality and promptness in discharging of duties/tasks assigned and show courtesy, responsiveness and consideration in public dealings;
• keeping in mind the objective of IDBI Bank Ltd. commit oneself, to contribute one’s might through integrity, dedication and competence;
• restrain from participating or assisting in any activity, which is detrimental to the interest of IDBI Bank Ltd. or is adversely affecting the competitive interest of IDBI Bank Ltd;
• not use or influence by virtue of the position held in the bank for obtaining favours of any kind for himself / herself or any members of family or friends or equivalent person with any constituent / borrower / client / customer;
• be cost conscious and use resources efficiently, effectively and economically to plug all wastes and leakages, to remain competitive;
• use Discretionary Powers judiciously and with proper justification ensuring that powers are not exceeded (Financial and Operational);
• not to be negligent or show lack of devotion to duty any time and
• not to show any favouritism or commit any irregularity in inviting tenders an awarding contracts or cultivate too much friendship with the Bank's contractors / suppliers.

A Director / officer / employee shall, in his business conduct, comply with all applicable laws and regulations Submission of regulatory information should be completed accurately and within the stipulated timeframe as per the policy/regulatory guidelines and delays, if any, should be strictly avoided.

Directors / Officers / Employees must cooperate with the requirements of any internal or external audit or investigation. There shall be no purposeful concealment of information from the Bank’s internal or external auditors, or the Bank’s lawyers whose specific enquiries should be answered to the best of the Directors / Officers / Employees knowledge.

Further, if at any time, a Director / Officer / Employee is involved in any legal proceedings, he / she should immediately bring these aspects to the notice of the Bank through his / her supervisor and to the HRD. Senior Management / HRD must be informed at all times on matters which might be considered sensitive in preserving the Bank’s reputation.

Non-cooperation or concealment of material aspects as above shall be considered as misconduct.

Any attempt to withhold information, sabotage or otherwise interfere with an investigation shall be construed as misconduct. All investigations are confidential matters and Directors / Officers / Employees are not allowed to disclose any aspect of an investigation to any other person (other than to the supervisor / HRD), even the fact that an investigation is being conducted

A Director / officer / employee of IDBI Bank Ltd. and their family members shall not derive any benefit or assist others to derive any benefit from the access to and possession of information about IDBI Bank Ltd. which is not in the public domain and thus constitutes insider information. Confidential information about the bank or its customers and other materially significant information acquired through the course of employment, is to be used for official purposes only. Unless provided for by the law or statutory/regulatory authorities, all employees shall endeavour to prevent unauthorised disclosure of such information. The Director / officer / employee of IDBI Bank Ltd. shall maintain confidentiality of all price sensitive information. Unpublished price sensitive information would be disclosed only to those within the company who need the information to discharge their duty.

Directors / Officers / Employees should not encourage or circulate rumors or unverified information on IDBI Bank obtained/received from any client or any other sources without verification. Directors / Officers / Employees should bear in mind that any price sensitive news received by them either in their official mail / personal mail / blog / social media or in any other manner, should be shared / forwarded to third persons only after the same has been seen and approved by the Compliance Officer / competent authority. If an employee fails to do so, he / she shall be deemed to have violated the various provisions of the Service Rules of the Bank and shall be liable for penal action.

Bank expects its Directors / officers / employees to maintain the highest levels of professional and personal integrity to avoid situations in which an individual’s personal interest may conflict or appear to conflict with either the interest of the Bank or its stakeholders. A conflict of interest may exist when an Director / Officer / Employee is involved in an activity or has a personal (direct or indirect, by himself or through any relative) interest that in the opinion of the Bank can interfere with the Director’s / Officer’s / Employee’s objectivity in performing Bank’s duties and responsibilities. For the purpose of this clause, the term ‘relative’ shall have the meaning ascribed to the said term in the Companies Act, 2014 read with Companies (Specification of Definitions Details) Rules, 2014

The Directors / officers / employees of IDBI Bank Ltd. shall always conduct themselves in an honest and ethical manner and in the best interest of the Bank. Towards this, the directors, officers and employees of IDBI Bank Ltd. shall endeavour to avoid situations that may lead to an actual or potential conflict between person's private interest and the interest of the Bank, including its affiliates and subsidiaries. While it may be difficult to list all the situations of conflict of interest, the following are illustrative examples of some of the situations, which may constitute a Conflict of interest:

• a Director/ officer/ employee engages in any business, relationship or activity which might detrimentally conflict with the business of IDBI Bank Ltd.
• a Director / officer / employee or their relative receives improper personal benefits as a result of his official position in IDBI Bank Ltd.
• a Director / officer / employee is in a position to make, influence or benefit from the decisions relating to the transaction.
• pursuing part time employment outside the Bank, except permitted by the Bank.

If such and other instances of conflict of interest exist due to any historical reasons, adequate disclosures by the interested employees should be made to the management. Any Director, officer or employee shall not represent the Bank in a transaction where he or she has material connection or financial interest. Bank will not give preferential treatment to any outside interest of our Directors/Officers or Employees.

The Director / officer / employee of IDBI Bank Ltd. shall not solicit or accept any gifts /donations hospitality/entertainment of more than modest value from a constituent of IDBI Bank Ltd. or from any subordinate employee or from existing / potential clients or third parties having business dealings with IDBI Bank Ltd that could potentially influence banks decisions.

Directors, Officers and employees shall make choices, take decisions and make recommendations on merit alone and shall refrain from doing anything which is or may be contrary to any law, rules, regulations and established practices

A Director/Officer or employee shall not place himself under any financial or other obligations to any individual or organisation which may influence him in the performance of his official duties.

A Director/Officer or employee of the bank may not accept a loan from Banks customer or supplier.

A Director/Officer or employee may not solicit or receive anything in value for making a loan. A Director/Officer or employee may not accept a fee for the performance of any act that the Bank could have performed without the sanction of the Competent Authority.

IDBI Bank Ltd shall strive to encourage a positive, dynamic and performance-driven work culture to nurture employees and build a passionate and committed work force As a good corporate citizen, IDBI Bank Ltd. is committed to a gender sensitive /friendly workplace. IDBI Bank Ltd. demands, demonstrates and promotes professional behaviour and respectful treatment of all employees. IDBI Bank will strive for the right to work with dignity and maintain an equal opportunity work environment that is free from sexual harassment. This may be read in conjunction with Bank’s Policy regarding Prevention & Prohibition of Sexual Harassment at Workplace.

No employee shall take an active part in politics or in any political demonstration, or stand for election as member of a Municipal Council, district Board or any other Local Body or any Legislative Body.

The assets of IDBI Bank Ltd. shall not be misused but employed for conducting the business for which they are duly authorized.

Directors, Officers and employees of the Bank are encouraged to promptly report fraudulent, dishonest or questionable conduct. Bank has put in place a policy on Vigil mechanism wherein, Directors, Officers or employees who observe/witness an unethical or improper practice (not necessarily a violation of law) shall approach the Designated Official/Central Vigilance Commission (CVC).

It is binding on all Directors, Officers and Employees that they read and understand the provisions of the code and conduct themselves accordingly. Bank shall be at liberty to take necessary action in case of willful violation, breach or non-compliance of the code.

The Ethics and Compliance Committee comprising MD & CEO, DMD in-charge of Human Resources, Executive Director in-charge of Human Resources, Chief Vigilance Officer of IDBI Bank Ltd. and the Compliance Officer and any other officer so nominated, will oversee the compliance of the Code of Conduct and Ethics.

The code shall be reviewed once every three years. Any variation in the code or any waivers from the provision of the Code shall be approved by the Board.