Schedule - III - Code of conduct for participants - Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018

THIRD SCHEDULE Part-A Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 [See regulation 36] CODE OF CONDUCT FOR PARTICIPANTS 1. A participant shall make all efforts to protect the interests of investors. 2. A participant shall always endeavour to- (a) render the best possible advice to the clients having regard to the clients needs and the environments and his own professional skills; (b) ensure that all professional dealings are effected in a prompt, effective and efficient manner; (c) inquiries from investors are adequately dealt with; (d) grievances of investors are redressed without any delay. 3. A participant shall maintain high standards of integrity in all its dealings with its clients and other intermediaries, in the conduct of its business. 4. A participant shall be prompt and diligent in opening of a beneficial owner account, dispatch of the dematerialisation request form, rematerialisation request 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 disclose the information under the requirements of any Act, Rules or Regulations. 10. A participant shall co-operate with the Board as and when required. 11. A participant shall maintain the required level of knowledge and competency and abide by the provisions of the Act, Rules, Regulations and circulars and directions issued by the Board. The participant shall also comply with the award of the Ombudsman passed under the Securities and Exchange Board of India (Ombudsman) Regulations, 2003 . 12. A participant shall not make any untrue statement or suppress any material fact in any documents, reports, papers or information furnished to the Board. 13. A participant shall not neglect or fail or refuse to submit to the Board or other agencies with which it is registered, such books, documents, correspondence, and papers or any part thereof as may be demanded/requested from time to time. 14. A participant shall ensure that the Board is promptly informed about any action, legal proceedings, etc., initiated against it in respect of material breach or non-compliance by it, of any law, Rules, regulations, directions of the Board or of any other regulatory body. 15. A participant shall maintain proper inward system for all types of mail received in all forms. 16. A participant shall follow the maker-Checker concept in all of its activities to ensure the accuracy of the data and as a mechanism to check unauthorised transaction. 17. A participant shall take adequate and necessary steps to ensure that continuity in data and record keeping is maintained and that the data or records are not lost or destroyed. It shall also ensure that for electronic records and data, up-to-date back up is always available with it. 18. A participant shall provide adequate freedom and powers to its compliance officer for the effective discharge of his duties. 19. A participant shall ensure that it has satisfactory internal control procedures in place as well as adequate financial and operational capabilities which can be reasonably expected to take care of any losses arising due to theft, fraud and other dishonest acts, professional misconduct or omissions. 20. A participant shall be responsible for the acts or omissions of its employees and agents in respect of the conduct of its business. 21. A participant shall ensure that the senior management, particularly 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 framework, covering risk appetite or risk tolerance policy of the depository and ensure that the policy contains the following. i. role of risk appetite in key processes ii. clear quantitative metrics and thresholds to monitor performance of the depository s risk appetite iii. acceptability of breaches and trigger response(s), if any. iv. zero tolerance for areas such as cyber security, system stability, surveillance, fair access, fraud or corruption, compliance, etc. (g) make key stakeholders (executive and non-executive) aware of the use and value of risk appetite across the organization (including implications of breaches) and review and approve risk appetite metrics and thresholds periodically. (h) ensure adequate independence of key functions such as regulatory and control functions (risk management, compliance and audit functions) such that; i. regulatory and control functions have sufficient stature to perform their tasks effectively. ii. regulatory and control functions operate independently and have appropriate direct access to the governing board of the depository and senior management. iii. control functions are proactively involved in all relevant decisions and activities. (i) Provide for three lines of defense construct where: i. the first line of defense incorporates business units and support functions as it has the responsibility to own and manage risks associated with day to day operational activities. ii. the second line of defense comprises various oversight functions, i.e., regulatory, risk management and compliance teams, and iii. the third line of defense comprises the internal audit function. (j) ensure that the roles and responsibilities of management in relation to three lines of defense are clearly specified and understood and that all employees are responsible for the regulatory, risk management and compliance outcomes. (k) ensure a culture of effective communication and challenge (i.e., encourage alternate views or questions from individuals and groups) and value and respect it. (l) ensure that any new product, service, revenue stream is examined by the concerned department of the depository from the compliance and risk management perspectives in addition to normal viability issues before approving 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, actions and effective communication. (t) communicate the guiding principles for institution s target regulatory, compliance, risk and conduct culture. (u) endeavor that the depository put in place key elements related to culture such as: i. adequate training programs to help employees better understand expectations of behavior (for example, trainings on dilemmas); ii. mechanisms to measure and track indicators related to culture at regular intervals; iii. accountability mechanisms; and iv. performance management mechanisms which take into account adherence to culture, conduct and behavior related dimensions. II. Code of Conduct for Directors, Committee Members and key management personnel A. Applicable to directors, committee members and key management personnel of Depository: 1. General Responsibility. Every director, committee members and key management personnel of the depository shall (a) analyse and administer the depositories issues with professional competence, fairness, impartiality, efficiency and effectiveness; (b) submit the necessary disclosures or statement of holdings or dealings in securities as required by the depository from time to time as per their Rules, Bye-laws or Articles of Association; (c) unless otherwise required by law, maintain confidentiality and not divulge or disclose any information obtained in the discharge of their duty and no such information is used for personal gains; (d) maintain the highest standards of personal integrity, truthfulness, honesty and fortitude in discharge of their duties in order to inspire public confidence and not engage in acts discreditable to their responsibilities; (e) 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; (f) perform their duties with a positive attitude and constructively support open communication, creativity, dedication, and compassion; (g) not engage in any act involving moral turpitude, dishonesty, fraud, deceit, or misrepresentation or any other act prejudicial to the administration of the depository; (h) promote greater awareness and understanding of ethical responsibilities; (i) in the conduct of their business, 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, directions or any other instructions issued by the Board from time to time; (b) ensure compliance at all levels so that the regulatory system does not suffer any breaches; (c) ensure that the depository takes steps commensurate to honour the time limit stipulated by Board for corrective action. 3. Disclosures of Beneficial Interest. All directors, committee members and key management personnel shall disclose to the governing board of depository, upon assuming office and during their tenure in office, whenever the following arises: (a) any fiduciary relationship of self and family members and directorship/ partnership of self and family members in any trading member or clearing member or depository participant or registrar and transfer agent; (b) shareholding, in cases where the shareholding of the director/ key management personnel, directly or through his family exceeds 5 percent in any listed company or in other entities related to the securities markets; (c) any other business interests. 4. Access to Information. (a) There shall be prescribed channels through which information shall move and further there shall be audit trail of the same. Any retrieval of confidential documents or information shall be properly recorded. (b) All such information, especially which is non-public and price sensitive, shall be kept confidential and not be used for any personal consideration or gain. (c) Any information relating to the business or operations of the depository, which may come to the knowledge of directors or committee members or key management personnel during performance of their duties shall be held in strict confidence, shall not be divulged to any third party and shall not be used in any manner except for the performance of their duties. (d) Directors shall call for information only as part of specific committees or as may be authorised by the governing board of depository. 5. Misuse of Position. Directors or committee members or key management personnel shall not use their position to obtain business or any pecuniary benefit in the organization for themselves or family members. B. Applicable to the Directors and Committee Members 1. Meetings and Minutes. The directors and committee members of the depository 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) 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 any such decision to the Board. 2. Role of the directors and committee members in the day to day functioning of the depository. (a) The directors and committee members shall not interfere in the day to day functioning of the depositories and shall limit their role to decision making on policy issues and to issues as the governing board of depository may decide. (b) The directors and committee members shall abstain from influencing the employees of the depositories in conducting their day to day activities. (c) The directors and committee members shall not be directly involved in the function of appointment and promotion of employees unless specifically so decided by the governing board of depository. 3. Avoidance of Conflict of Interest. (a) No Director or committee member of the depository shall participate in any decision making/adjudication in respect of any person/ matter in which he or she is in any way, directly or indirectly, concerned or interested. (b) Conflict of interest in a matter, if any, shall be decided by the governing board of the depository. 4. Strategic Planning. Every director and committee member of the depository shall (a) participate in the formulation and execution of strategies in the best interest of the depository and contribute towards pro-active decision making at the governing board level; (b) give benefit of their experience and expertise to the depository and provide assistance in strategic planning and execution of decisions; (c) place priority for redressing investor grievances and encouraging fair trade practice so that the depository becomes an engine for the growth of the securities market. 5. Disclosure of dealings in securities by Directors of the Depositories. (a) All transactions or dealings in securities by the directors and their immediate relatives (as defined in Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ) shall be disclosed to the governing board of the depository. (b) All directors shall also disclose the trading conducted by firms or corporate entities in which they hold twenty percent or more beneficial interest or hold a controlling interest, to the depository. (c) The details including time period for disclosures stated above shall be provided by the 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 functioning of the depository, or may not be in the interest of securities market. The same shall be reported to the Board in a time bound manner as may be decided by the depository. (d) Public interest directors shall have regular oversight on regulatory requirements and observations of Board s inspection particularly on issues of governance standards, technology and cyber security and system audit and cyber security audit observations. (e) Public interest directors should be proactive in identifying any issues concerning functioning of the depository and report the same to the Board. Public interest directors should ensure all regulatory communication or letter from the Board are placed before governing board with comments/report of managing director. (f) Public interest directors shall put in place an evaluation mechanism to assess the performance of managing directors on a continuing basis in line with evaluation guidelines for public interest directors. (g) Public interest directors shall ensure that appointments of managing director be held within specified timelines. Identification of key management personnel be closely scrutinized as per the laid down procedure and exceptions should be brought to the notice of the Board. (h) Public interest directors should take proactive part in deliberations of different committees and steer their functioning. (i) Adequacy of resource allocations (both financial human) towards regulatory compliances to be ensured. D. Applicable to Independent External Professionals (a) Independent External Professionals shall not use or act on any sensitive information received in capacity as a member of the statutory committee for obtaining any undue benefit. E. Applicable to key management personnel (a) Managing director of the depository shall meet employees without the presence of other key management personnel (the heads of departments) to discuss important issues pertaining to depository (b) Key management personnel of the depository shall disclose on a periodic basis as determined by the depository (which could be monthly), all their dealings in securities, directly or indirectly, to the governing board or regulatory oversight committee or Compliance Officer of depository. (c) All transactions must be of an investment nature and 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 provisions of the Act, the Depositories Act, 1996 , rules, regulations, circulars, guidelines or any other directions by any of its issuer or issuer s agent. (g) take a proactive and responsible attitude towards safeguarding the interests of investors, integrity of depository s systems and the securities market. (h) endeavor for introduction of best business practices amongst itself and its members. (i) act in utmost good faith and shall avoid conflict of interest in the conduct of its functions. (j) not indulge in unfair competition, which is likely to harm the interests of any other Depository, their participants or investors or is likely to place them in a disadvantageous position while competing for or executing any assignment. (k) segregate roles and responsibilities of key management personnel within the depository including a. Clearly mapping legal and regulatory duties to the concerned position b. Defining delegation of powers to each position c. Assigning regulatory, risk management and compliance aspects to business and support teams (l) be responsible for the acts or omissions of its employees in respect of the conduct of its business. (m) monitor the compliance of the rules and regulations by the participants and shall further ensure that their conduct is in a manner that will safeguard the interest of investors and the securities market. ] ************** NOTES:- 1. 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-B Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 [See regulation 27] CODE OF CONDUCT FOR DIRECTORS i. Meetings and minutes Every director of the depository 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) 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 best interest of the depository and contribute towards pro-active decision making at the governing board level; b) give benefit of their experience and expertise to the depository and provide assistance in strategic planning and execution of decisions. iv. Regulatory compliances Every director of the depository shall: a) endeavour to ensure that the depository abides by all the provisions of the Securities and Exchange Board of India Act, 1992, Depositories Act, 1996, rules and regulations framed thereunder and the circulars, directions issued by the Board from time to time; b) endeavour compliance at all levels so that the regulatory system does not suffer any breaches; c) endeavour to ensure that the depository takes commensurate steps to honour the time limit prescribed by Board 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 Board. v. General responsibility Every director of the depository shall: a) place priority for redressing investor grievances; b) endeavour to analyze and administer the depository issues with professional competence, fairness, impartiality, efficiency and effectiveness; c) submit the necessary disclosures/statement of holdings/dealings in securities as required by the depository from time to time as per their bye-laws 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 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 dealing with matters relating to the depository and the investors. Compliance with all laws / rules / regulations laid down by regulatory agencies / depositories. Exercising due diligence in the performance of duties. Avoidance of conflict of interest between self-interest of directors/ key management personnel and interests of depository and investors. ii. Regulatory Oversight Committee For overseeing implementation of this Code, a regulatory oversight committee shall be constituted by every depository under the governing board. iii. General standards a) Directors and key management personnel shall endeavour 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. d) Directors and key management personnel shall not use their position to give/get favours to/from the executive or administrative staff of the depository, suppliers of the depository, or any issuer company admitted to the depository. e) Directors and key management personnel shall not commit any act which will put the reputation of the depository, in jeopardy. f) Directors, committee members and key management personnel of the depository, shall comply with the provisions of all applicable law to the securities market. iv. Disclosure of dealings in securities by key management personnel of the depository a) Key management personnel of the depository shall disclose on a periodic basis as determined by the depository (which could be monthly), all their dealings in securities, directly or indirectly, to the governing board/regulatory oversight committee/ Compliance Officer. b) The dealings in securities shall also be subject to trading restrictions for securities about which key management personnel in the depository may have non-public price sensitive information. Requirement laid down under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 may be referred in this regard. c) All transactions must be of an investment nature and not speculative in nature. Towards this end, all securities purchased must be 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 any person /matter in which he is in any way, directly or indirectly, concerned or interested. b) Whether there is any conflict of interest or not in a matter, shall be decided by the governing board. vii. Disclosures of beneficial interest All directors and key management personnel shall disclose to the governing board, upon assuming office and during their tenure in office, whenever the following arises:- a) any fiduciary relationship of self and family members and directorship/partnership of self and family members in any depository participant or registrar and transfer agent; b) shareholding, in cases where the shareholding of the director key management personnel, directly or through his family exceeds five percent in any listed company or in other entities related to the securities markets; c) any other business interests. viii. Role of the Chairman and directors in the day to day functioning of the depository a) The Chairman and directors shall not interfere in the day to day functioning of the depository and shall limit their role to decision making on policy issues and to issues as the governing board may decide. b) The Chairman and directors shall abstain from influencing the employees of the depository in conducting their day to day activities. c) The Chairman and directors shall not be directly involved in the function of appointment and promotion of employees unless specifically so decided by the governing board. ix. Access to information a) Directors shall call for information only as part of specific committees or as may be authorised by the governing board. b) There shall be prescribed channels through which information shall move and further there shall be audit trail of the same. Any retrieval of confidential documents/ information shall be properly recorded. c) All such information, especially which is non-public and price sensitive, shall be kept confidential and not be used for any personal consideration/ gain. d) Any information relating to the business/operations of the depository, which may come to the knowledge of directors/ key management personnel during performance of their duties shall be held in strict confidence, shall not be divulged to any third party and shall not be used in any manner except for the performance of their duties. x. Misuse of position Directors/committee members 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 Participants) Regulations, 2018 [See regulation 17] CODE OF CONDUCT FOR DEPOSITORIES 1. A depository shall always abide by the provisions of the Act, Depositories Act, 1996, Rules, Regulations, circulars, guidelines and any other directions issued by the Board. 2. A depository shall take appropriate measures towards investor protection and education of investors. 3. A depository shall treat all its applicants/participants in a fair and transparent manner. 4. A depository shall promptly inform the Board of violations of the provisions of the Act, Depositories Act, the rules, the regulations, circulars, guidelines or any other directions by any of its participants, issuer or issuer s agent. 5. A depository shall take a proactive and responsible attitude towards safeguarding the interests of investors, integrity of the depository system and the securities market. 6. A depository shall make endeavors for introduction of best business practices amongst itself and its participants. 7. A depository shall act in utmost good faith and shall avoid conflict of interest in the conduct of its functions. 8. A depository shall not indulge in unfair competition, which is likely to harm the interests of any other depository, participants or investors or is likely to place them in a disadvantageous position while competing for or executing any assignment. 9. A depository shall be responsible for the acts or omissions of its employees in respect of the conduct of its business. 10. A depository shall monitor the compliance of the rules and regulations by the participants and shall further ensure that their conduct is in a manner that will safeguard the interest of investors and the securities market.