| Code
of Conduct For Members of the Board of Directors
This Code of Conduct (the “Code”)
has been adopted by DCB's Board of Directors and
summarizes the standards that must guide their
actions. While covering a wide range of business
practices and procedures, these standards cannot
and do not cover every issue that may arise, or
every situation where ethical decisions must be
made, but rather set forth key guiding principles
that represent the DCB's policies, regulators
intent and Clause 49 requirements in this regard.
Reference to the Code set forth below and reliance
on common sense and good judgment will help resolve
issues not specifically dealt with in the Code.
However, for interpretation / understanding the
wider meaning or scope of the terms “Clause
49”, “Confidential Information”,
Insider Trading” and “Conflict of
Interest”, a reference may be made to the
Chairman who may consult his advisors / Head Legal
and Compliance or seek any general advice. In
particular, following should be observed as a
code;
- Board members should observe the highest
standards of ethical conduct and abide by all
applicable laws and regulations (including on
insider trading) to which they are subject.
- When exercising the powers and carrying out
the tasks and duties conferred upon them, Board
members are expected to act in the interests
of DCB to the best of their ability and judgement,
consistent with their responsibilities to the
regulators.
- As a part of good corporate governance practices,
the members of the Board are expected to attend
the Board meetings regularly and participate
in the deliberations and discussion effectively.
- As Directors on the Board be providing broad
directions to the management team and would
undertake such steps as necessary for good corporate
governance and compliance of all regulatory
requirements. They will monitor the performance
of the bank on a periodic basis and provide
guidance to the Management on key aspects relating
to key policy matters.
- Board Members are expected to maintain the
Confidentiality of non-public information about
the DCB or its activities or operation to which
they have access by virtue of their functions
as Board Members (Confidential Information).
If Board members are required to disclose “Confidential
Information” by reason of legal requirements,
they should inform the Chairman of any such
requirement, if practicable in advance, who
may, if appropriate, raise the matter with the
Board.
- When making public statements on DCB related
matters, Board members will refrain from making
any statements on behalf of the Bank and in
case there is a need, they will consult the
Chairman
- If a conflict of interest or appearance of
a conflict of interest, with the DCB arises,
the Board members are expected to take action,
as appropriate, to address the conflict. The
Board member should inform the Chairman, who
may, if appropriate raise the matter with the
Board.
- The members of the Board of Directors may
seek information in the interest of the Bank
from the CEO directly and from the members of
the management committee of the Bank if necessary.
- It is expected from the members of the Board
of Directors that they would not involve themselves
in general or personal administration or day
to day functioning of the Bank, in conformance
with Clause 49 of the Listing Agreement entered
into with the stock exchanges.
- The obligations set out in paragraph 6 of
this Code shall continue after the Board member
steps down or ceases to be on the Board.
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