ICICI LOMBARD GENERAL INSURANCE COMPANY LIMITED

EMPLOYEES CODE OF CONDUCT

Introduction to the Code of Conduct

ICICI Lombard General Insurance Company Limited (‘the Company’) is committed to
conducting its business with highest standards of compliance and ethical conduct. This
Code of Conduct (‘Code’) has been adopted to summarize the standards of business
conduct that must guide the actions of the Employee(s).
The Company expects all its Employees to observe highest standards of integrity, honesty,
fairness, discipline, decorum and ethical conduct while working for the Company as well as
while representing the Company. These are fundamental pillars of the Code and every
Employee is expected to follow the same during their employment with the Company.
For the purpose of the Code, the term ‘Employee(s)’ refers to and includes all employee(s),
including all Directors, working on the rolls of the Company, whether permanently and/or on
probation, either full-time or part-time, irrespective of the fact that the employee is working
remotely in a virtual manner or working physically from the designated office(s).

This Code presents broad guidelines for conduct to be followed for better understanding of
the Company's expectations towards them and their obligations towards the Company.
The reputation of any organization depends on the honest and ethical conduct
demonstrated by its Employees. Compliance with this Code of Conduct and applicable laws
is imperative to maintain the company’s reputation of following the highest standards of
Corporate Governance.
The key guiding principles that represent this policy are as follows:

1. Conflict of Interest
All Employees have an obligation to conduct themselves in an honest and ethical
manner and act in the best interest of the Company. As action, behavior and conduct
of any Employee has a direct reflection on the Company, It is therefore imperative that
all Employees should avoid entering in to any situations that might lead to potential or
perceived conflict of interest as prescribed under the ‘Framework on Managing Conflict
of Interest’ of the Company. Employees must also abide by specific “Dos and Don’t’s”
if any, issued by business group Employee(s) are part of, or those issued by other
groups such as Compliance Group, Finance Group or Human Resources Group.
Conflict of Interest includes, but is not limited to, a director or an Employee who is a
party to, or who is a director or an Employee of, or who has a material interest in, any

Version 2.4 – January 17, 2023

 person who is a party to a material contract or proposed material contract with the
ICICI Group. It also means any situation that could reasonably be expected to impair
their ability to render unbiased and objective advice/decision/recommendation or that
could reasonably be expected to adversely affect that person’s duty to the ICICI
Group.
The Chairman/Managing Director/ other directors or any Employee who is directly or
indirectly concerned or interested in any proposal would disclose the nature of his
interest to the Board/Committee when any such proposal is being discussed. This
disclosure can be provided before or during the meeting. The Chairman/Managing
Director/ other directors or any Employee may recuse himself/herself from attending
the meeting unless his/her presence is required by the other directors/members for the
purpose of eliciting information and the Chairman/Director or the Employee so
required to be present would abstain from voting on any such proposal. The decision
on presence or recusal of interested persons will rest with the chairman/approving
authority of the committee/meeting.

2. Compliance with Applicable Laws and Regulations

The Company is committed to conduct its business with honesty, integrity and in
compliance with all applicable laws, rules and regulations. All Employee(s) are
required to comply with applicable laws, rules and regulations strictly and should not
do anything or direct others to do anything that is in violation thereof.
Violation of the law must be avoided under any circumstances, especially violations
that attract punishment of imprisonment, monetary penalties, or fines. Notwithstanding
the legal consequences of such violation, any Employee found guilty will be
additionally liable to disciplinary actions, initiated by the company for violating the
Code.
Particular care should be taken to act legally in those areas where the law is evolving
rapidly or is being extended to cover activities that have not been covered by legal
requirements in the past. When in doubt, the Compliance Group should be consulted.
Independent Directors of the Company shall adhere to the duties as provided in Code
for Independent Directors under Schedule IV of the Companies Act, 2013 as well as
duties for Directors as prescribed in the Companies Act, 2013 (Annexure) as amended
from time to time which shall also form an integral part of the Code and all Directors
and other Employees shall ensure compliance with applicable laws, rules and
regulations applicable to them from time to time.

Version 2.4 – January 17, 2023

3. Corporate Opportunities
Employee(s) are prohibited from taking for themselves business opportunities that
arise through the use of corporate property, information or position. No Employee
should use corporate property, information or position for personal gain.
4. Use of Company Assets and Resources
The Company's assets and resources are dedicated to achieving its business
objectives. All Employee(s) are required to safeguard company assets and resources
against any loss, damage, theft or misuse, and should not use them for any unlawful
or unethical purpose. Company equipment and assets are to be used for Company’s
business purposes only in accordance with Company guidelines.
5. Confidentiality
The Company’s confidential information is a valuable asset. Employees must maintain
the confidentiality of sensitive information (i.e., information that is not in public domain)
relating to the Company which comes to them in the course of the discharge of their
duties or in any other manner. However, disclosures may be made if such disclosure is
authorized by the Company or is legally mandated.
Confidential information includes information that is not in public domain that might be
useful to competitors or that could be harmful to the Company or its customers if
disclosed. It includes intellectual property such as trade secrets, patents, trademarks
and copyrights, as well as business, research and new product plans, objectives and
strategies, records, databases, salary and benefits data, Employee medical
information, customer, Employee and suppliers lists and any unpublished financial or
pricing information.
Proprietary and confidential information include any system, information or process
that gives the Company an opportunity to obtain an advantage over competitors; non
public information about the Company businesses, its customers and its Employees,
any other non public information received.
Proprietary and confidential information about the Company, a customer, a supplier or
a distributor, should not be disclosed (even with best of intentions) to anyone
(including other Employees) not authorized to receive it or has no need to know the
information, unless such disclosure is authorized by such customer, supplier or
distributor, or by law, appropriate legal process or appropriate internal authorities.
Unauthorized use or distribution of proprietary information violates the Company’s
policy and could be illegal. Such use or distribution could result in negative
consequences both for the Company and the individuals involved. This could result in
potential legal and disciplinary actions. The Company is committed to respecting the
rights of customers and their proprietary information and the Employees are also
required to maintain such confidentiality and abide by the Information Security Policy
of the Company

Version 2.4 – January 17, 2023

Acts of ignorance that could lead to leakage of such proprietary information, especially
through or electronic means – like e-mails, web uploads, removable media (e.g.
CD/DVD/pen drive) etc., may lead to investigation and probe against the Employees.

It is the mandatory for all the Employees to protect proprietary and confidential
information (sensitive in nature), pertaining to the Company or its customer in a
manner commensurate with its classification as per the principles enunciated in the
Information Security Policy, Standards & Procedures (whether, from office premisesf
physically or through digital/virtual mode) of Company. The Company expects
Employees not only to own the active responsibility but also passive responsibility of
protecting confidential data of the Company. The Employees shall not in terms of their
Employment Contract, during the course of their employment/service with the
Company and/or ICICI Group and thereafter also post their employment, without prior
authorization from the Company and/or ICICI Group, engage in, publish, disclose,
divulge or disseminate any confidential and/or sensitive information in relation to the
Company and/or ICICI Group and/or comment on or publish in media or contact the
media on any aspect/issue/matter pertaining to the Company and/or ICICI Group that
has come to their knowledge during the period of their service with the Company
and/or ICICI Group, nor would the Employee make any representations which will
have the effect of tarnishing or diluting the reputation or brand equity of any entity in
the ICICI Group. For the avoidance of doubt, confidential or sensitive information
shall, in addition to any information defined as such under the Employment Contract,
include any confidential and/or proprietary information belonging or relating to the
Company and/or ICICI Group, its customers, or potential customers, or any member of
the Company and/or ICICI Group, howsoever received or any of its officers, directors,
Employees, shareholders, any person or entity associated with them (both past and
present),or any business practices, plans or procedures, partners, products or
business of the Company and/or ICICI Group. The aforesaid restrictions on publication
of information and non-disparagement will operate during and post their employment
with the Company and/or ICICI Group, since aforesaid restrictions are essential for
protecting the business and commercial interests of the Company and/or ICICI Group
and are fair and reasonable in light of the benefits accrued to the Employee during
their employment.
All the proprietary information in the possession of any Employee should be
surrendered back to the company upon leaving the Company.
The Company reserves the rights to monitor the activities of the Employees’ on its
owned assets.
The Company respects the proprietary rights of other companies and their proprietary
information and the Employees are required to observe such rights.

Version 2.4 – January 17, 2023

6. Privacy of Employee Information
The Company recognizes and protects the privacy and confidentiality of Employee
medical and personal records. Such records would be shared strictly on need to know
basis or as required by any law, rule and regulation or when authorized by the
Employee or as per subpoena or court order and requires approval by Legal Group.

7. Inquiries and Investigations

All Employees should cooperate fully with authorized internal and external
investigations. Making false (or misleading) statements to Regulators/ Government
authorities/ Auditors/ Investigation agencies/ Company representatives during
investigations may lead to adverse consequences/heavy penalties.
It is important to protect the legal rights of the Company with respect to its confidential
information; hence all requests for information, documents or interviews must be
referred to the Compliance Officer. No financial information should be disclosed
without the prior approval of the Chief Financial Officer. Violation of the aforesaid
requirement by the Employee could attract disciplinary action as per the applicable
process(es) and/or guideline(s) and/or policy(ies) of the Company.

8. Free Competition (Fair Competition)

It is a common practice to gather information about the general marketplace, including
competitors' products and services, where the company wants to compete fairly. No
Employee should obtain any competitive information by unethical or illegal means,
such as corporate espionage or improper access to confidential information.
Employees shall avoid contacts with competitors that could create even the
appearance of improper interactions, whether the contact is in person, in writing, by
telephone, through e-mail or any other mode.

9. Personal Investments
In order to protect the integrity of the Company, it is essential for all the Employees to
conduct their personal trading as per the framework prescribed for prohibition of
insider trading under SEBI (Prohibition of Insider Trading) Regulations, 2015, and as
per Code of Conduct to regulate, monitor, and report trading by its Designated
Persons (Insider Trading Code) in an appropriate manner that withstands public
scrutiny and does not create even the appearance of impropriety. Employees should
ensure the above guidelines not only for their personal trading but also for their
immediate relatives (as defined in the Insider Trading Code).
The Company policy and the applicable laws prohibit trading in securities of any
Company while in possession of material, non-public information (also known as inside
information) of any Company.

Version 2.4 – January 17, 2023

 It should be noted that using non-public information to trade in securities, or providing
a family member, friend or any other person with a “tip”, is illegal. All nonpublic
information should be considered inside information and should never be used for
personal gain.
All the Employees are required to familiarize themselves and comply with the “Code of
Conduct for Personal Investments of Employees Handling Investments for ICICI
Lombard and such Employees’ Immediate Relatives” (‘The Code’) as adopted by the
Company. CA copy of the Code is available on the Intranet or alternatively can be
obtained from the Investment function.
Investments in securities by the Employees of the Company should be made as per
the applicable laws.

10. Know Your Customer / Anti Money Laundering

Anti Money Laundering & Combating Financing of Terrorism legislations criminalize
flow of money of/from the specified crimes including trafficking of any kind (e.g.: drug,
human, animal, organs, body parts, etc.), terrorism, theft, fraud, handling of stolen
goods, counterfeiting, etc. It is also an offence to undertake and/or facilitate
transactions with individuals and entities whom you suspect of being involved in
money laundering or terrorist financing (ML/TF).
The Company has adopted “Anti Money Laundering (AML/CFT) Policy and
Framework” in line with the IRDAI prescriptions, as amended from time to time. The
principal objectives of the Policy are as under:
a. Preventing the Company from being used by money launderers to further their illicit
business;
b. Enabling assistance to law enforcement agencies in identifying and tracking down
money launderers;
c. Ensuring that the Company remains compliant with all relevant anti-money
laundering legislation and regulations to the extent applicable.
All the Employees are required to adhere to the
statue/regulations/circulars/guidelines/rules/policy applicable to the Company with
regards to the AML / CFT. The Employees should exercise requisite care in selecting
those with whom we conduct business. While conducting business, the Employees
must adhere to processes which are in place for checking the identity and complete
profile of the customers and counter parties as per the guidelines. In case of unusual
transactions which are not of regular nature, care should be exercised and reasons for
undertaking that transaction should be analysed/documented with appropriate internal
approvals. These processes ensure adequate customer due diligence and ongoing
monitoring of their transactions. This is done to detect suspicious transactions during
the entire period of relationship.

Version 2.4 – January 17, 2023

11. Accuracy of Company Records and Reporting
Employees must ensure that records, data and information owned, collected, used and
managed by them for or on behalf of the Company is accurate and complete. Records
must be maintained as per the Record Maintenance Policy adopted by the Company.
Employees must assist in maintenance of appropriate records so as to ensure that
financial transactions are prepared in accordance with generally accepted accounting
principles and that they fairly present the financial conditions and results of the
company.
Employees must observe high standards of decency regarding content and language
when creating business records and other documents (such as email) that may be
retained by the Company or any third party.
Any misappropriation or tampering or non - maintenance of records should be
reported to the Head of the concerned function.

12. Reporting to Government/external agencies

The Company has a responsibility to communicate effectively with shareholders so
that they are provided with full, accurate and timely information, in all material
respects, about the financial results and condition of operations of the Company. The
reports and documents are required to be filed with or submitted to regulatory
authorities. Therefore, such reports and any other public communications should be
full, fair, accurate, timely and understandable.

Employees must, therefore, never make inaccurate or misleading reports, certificates,

claims or statements to government / regulatory authorities.

13. Protecting assets of the Company

Protecting assets of the Company against loss, theft or other misuse is the
responsibility of every Employee, officer and Director. Any suspected loss, misuse or
theft should be reported to the supervisor or the Chief Financial Officer.

14. Gifts and Entertainment

14.1 Accepting Gifts and Entertainment - General Principles

Employees should not accept gifts - anything of value (including entertainment
and incentives) from current or prospective customers or vendors or suppliers,
unless it is in accordance with the Operational Guidelines for Acceptance of Gifts,
Entertainment and Sponsored Travel.
These guidelines would broadly cover following areas:

Version 2.4 – January 17, 2023

  Gifts
 Entertainment and Sponsored Travel
 Incentives offers received at the Company’s Level
14.2 Giving Gifts and Entertainment - Bribery and Corruption
14.2.1 A Bribe is an inducement or reward offered, promised, provided, given or
received directly or indirectly in order to influence a decision of the recipient
or induce improper performance which may result in a business, financial or
other kind of gain or advantages to the offerer. Corruption is the abuse of
entrusted power for a private gain.
14.2.2 The Employees must note that the Company follows a zero tolerance
approach towards Bribery and Corruption.
14.2.3 The Employees must not make any payment to or for anyone for the
purpose of obtaining or retaining business or for obtaining any favorable
action. If any Employee is found to be involved in making such payments,
such Employee would be subject to disciplinary action as well as potential
civil or criminal liability for violation of the code. Such payment shall also
include payment by the way of giving funds or property as donation.
14.2.4 No Employee should offer or give any funds or property as donation to any
government agency or its representatives, in order to obtain any favorable
performance of official duties.
14.2.5 While the Employees are expected to put in the best of their efforts in every
transaction, they will not be penalized by the Company for delayed
performance of a transaction solely on the grounds of refusal to pay bribes.
14.2.6 The Employee should familiarize and comply with the Anti-bribery and Anti-
corruption Policy of the Company, which is available on the Intranet. The
Employee must contact the Compliance Group with any questions on the
matter.
15 Workplace Responsibilities
15.1 ‘Workplace’ means any place of work where an Employee is discharging
his/her official duties and responsibilities, whether working from office
physically and/or working through virtual/digital mode from home or any other
location, as the case may be.
15.2 Fair Employment Practices and Diversity
15.2.1 The Company is committed to adoption of fair employment practices. It
ensures diversity of workplace through efforts to recruit, develop and retain the
most talented people from a diverse candidate pool. It upholds the principle
that advancement is based on talent and performance and there is a
commitment to equal opportunity.

Version 2.4 – January 17, 2023

15.2.2 As a fair employment practice, it is expected that the Employees shall not
(during the course of their service or for a period of one year from the date of
cessation) directly or indirectly on their own accord or on their behalf or in
conjunction with any other person, convey or solicit or attempt to induce any
Employee or any Employee of a business associate (with which the Employee
has been associated in the one year prior to their cessation of service) to leave
their current employment with the Company and to join any activity, vocation ,
profession, employment, consultancy, service, occupation or business that the
Employee undertakes or in any manner cause such other Employee to be
solicited or employed by any person or enterprise with whom the Employee
may be associated in any capacity.
15.3 Drug and Smoke Free Workplace
All Employees should ensure that their workplace is healthy and productive,
free from any illegal drugs and smoking.
15.4 Discrimination and Harassment and Intimidation
15.4.1 The Company is committed to prohibition of harassment and intimidation of
Employees in the workplace. The Company discourages conduct that implies
granting or withholding favors or opportunities as a basis for decisions affecting
an individual, in return for that individual’s compliance. Such action of
harassment is relatively easier to identify, as it takes the form of either a threat
or a promise, whether explicit or implied.
15.4.2 The Company has a Gender Neutral Policy that prohibits unwelcome
advances, requests for sexual favors, or other verbal or physical conduct
where such conduct has the purpose or effect of interfering with an individual’s
work performance or creating an intimidating, hostile or offensive working
environment.
15.5 Safety at the Workplace
15.5.1 The Company considers safety of Employees as the primary concern. The
Company is committed to safety of Employees and expects its Employees to
comply fully with appropriate laws and internal regulations.
15.5.2 The Company encourages responsible behavior of its Employees and
colleagues that result in the best possible accident prevention measures. This
applies both to the technical planning of workplaces, equipment, and
processes and to safety management and personal behavior in everyday
workplace.
15.5.3 All the Employees are expected to be attentive to general safety principles as
laid down from time to time or under common knowledge.
15.6 Fair Treatment of counter-parties

Version 2.4 – January 17, 2023

15.6.1 All Employees shall act responsibly, honestly and with integrity in all dealings
with the Company’s vendors, customers including prospective customers,
government officials, regulators and competitors.
15.6.2 The Company’s contractual relationships with its vendors, agents, and
customers are important for its success. Vendor selection and hiring
decisions must be made objectively and in Company's best interest,
based on evaluation of integrity, suitability, price, delivery of goods/
service, quality and other pertinent factors.
15.6.3 Similarly, negotiations with customers and potential customers should be
conducted in a professional manner. In addition, Employees should never
enter into agreements, written or otherwise, that would appear to contain
questionable accounting and/or business practices.
15.6.4 All relationships with external counter-parties should be conducted in
professional and impartial manner. Vendor selection and hiring decisions
must be made objectively and in best interest of the Company, based on
evaluation of integrity, suitability, price, delivery of goods/ service, quality
and other pertinent factors. The Employees should commit to fair contract
and payment terms with them in return of good service at a good price
supplied in a responsible manner.
15.6.5 Any personal relationship of the Employees with contractors, suppliers,
vendors, agents and intermediaries should be disclosed by them to their
superiors at the time of entering into any transaction with them and
should not influence any decisions made on behalf of the Company.
Negotiations with customers and potential customers should be
conducted in a professional manner.
15.6.6 Vendors, suppliers should not be used for any personal purposes, so as to
have any conflict of interest while dealing with them.
15.6.7 The quality of company’s relationships with its suppliers and other external
counter-parties often has a direct bearing on the quality of the products
offered by the company, services and ultimately our customer
relationships. The company, therefore expect its suppliers to operate to
the same standards as the company expects for themselves.
15.7 Corporate Opportunities
15.7.1 Employees and Directors are prohibited from making any personal benefits
from the business opportunities that arise through the use of corporate
property, information or position. No Employee or Director should use
corporate property, information or position for personal gain, and no
Employee or Director shall compete with the Company.

Version 2.4 – January 17, 2023

 15.7.2 Competing with the Company may involve engaging in the same line of
business as the Group, or any situation where the Employee or Director
takes away from the Group opportunities for sales or purchases of
property, products, services or interests.
15.8 Contact with Media
15.8.1 In order to pro-actively manage the reputation of the company with the
media and to ensure consistency of messages, interaction with media must
occur only with the prior approval of corporate communications team of the
company.
15.8.2 Social media allows users to interact with each other by sharing
information, opinions, knowledge and interests. Some examples of social
media are sites such as Facebook, YouTube, LinkedIn, Orkut, Twitter etc.
15.8.3 There are various risks associated with communicating on the Social
Media platform. Thus, there is a need to address such concerns in an
appropriate manner keeping in mind the interest of the Company and its
wider stakeholders.
15.8.4 Social Media guidelines of the Company lay down standards that
Employees should adhere to while communicating internally, externally as
well as online.
16. Special Responsibilities of Superiors and Managers
In addition to responsibilities as Employees, supervisors and managers must abide by
the:
16.1 Duty of selection - Carefully select the Employees for a job in light of their
personal and professional qualifications. The duty of care increases with the
importance of the obligation to be entrusted to the Employee.
16.2 Duty of instruction - Formulate obligations in a precise, complete, and binding
manner, especially with a view to ensure compliance with provisions of
instructions.
16.3 Duty of monitoring - Ensure that compliance with provisions of applicable laws /
regulations is monitored on a constant basis (duty of monitoring).
16.4 Duty of communication - Communicate to the Employees that any violation of the
applicable laws / regulations are disapproved of and would have disciplinary
implications.

17. Raising Ethical Issues

17.1. The Company encourages its Employees to report to their
supervisor/HR/compliance, concerns and suspected violations of the Code,
internal policies, external legal and regulatory requirements etc. The Employee

Version 2.4 – January 17, 2023

 can choose to remain anonymous if he/she so wishes. All significant breaches
should be escalated immediately.
17.2. The Company will conduct prompt and thorough investigations of alleged
violation and take appropriate corrective action.
17.3. No Retaliatory action against an Employee shall be taken for making a report in
good faith.
17.4. HR department of the company shall take appropriate actions against individuals
who have acted in violation of extant laws, rules and regulations.
17.5. An Employee who violates the internal policies and guidelines shall be subject to
disciplinary action, including demotion or dismissal.
17.6. All Employees before taking any new role, assignment or responsibilities,
shall ensure that all dos and don’ts are well understood, so that acting in
contravention to the code is avoided.
Compliance with Code of Conduct
It is the responsibility of each Employee to Comply with this Code of Conduct and the
Company policies and procedures, as amended by the Company from time to time. An
Employee’s conduct, in relationship to the code and policies, may affect his performance
reviews and job status. Violations or failure to abide by the Code of Conduct, applicable
laws or other Company policies and procedures can result in disciplinary action including
termination of employment. Violation of the code that involves illegal behavior will be
reported to the appropriate authority. In case the Company suffers a loss, it may pursue its
remedies against the individuals or entities responsible.
Any waiver of any provision of this Code for any Employee of ICICI Lombard shall be
approved in writing by the Compliance Officer/Head HR based on the business
requirements and applicable legal framework. This Code is subject to modifications and can
be amended by the Audit Committee of the Board from time to time.
The Code of Conduct cannot answer every question or address every possible situation
and should be read in conjunction with applicable regulations, prevalent policies, practices
and procedures of the Company, as amended from time to time. There may be
circumstances leading to overlapping and /or conflict amongst two or more policies, which
may be addressed in accordance with the Code or be referred to the Compliance Officer/
Head of HR for necessary resolution, as the case may be.
This code shall apply equally to all Employees.
The Compliance Officer/ Head of HR will have the primary responsibility and authority for
enforcement of this Code, subject to supervision of the Board Nomination and
Remuneration Committee of the Board of Directors, in case of accounting, internal
accounting, controls or auditing matters, the Audit Committee of Board of Directors, The
Company will devote necessary resources to enable the Compliance Officer / Head of HR

Version 2.4 – January 17, 2023

to establish such procedures as may be reasonably necessary to create a culture of
accountability and facilitate compliance with this Code. Questions concerning this Code
should be directed to the Compliance Officer / Head of HR.
Employees and Directors should promptly report any concern about violations of ethics,
laws, rules, regulations or this Code, including by any senior executive officer or Director, to
their supervisors, managers or the Compliance Officer / Head of HR of the Company. Any
such concerns involving the Compliance Officer / Head of HR should be reported to the
Board.
The Company encourages all its Employees and Directors to report any suspected
violations promptly and intends to thoroughly investigate any good faith reports of
violations. The Company will not tolerate any kind of retaliation for reports or complaints
regarding misconduct that were made in good faith. Open communication of issues and
concerns by all Employees and Directors without fear of retribution or retaliation is vital to
the successful implementation of this Code. All Employees are required to cooperate in
internal investigations of misconduct and unethical behavior.
Any waivers (including any implicit waivers) of the provisions in this Code for executive
officers or Directors may only be granted by the Board of Directors and will be promptly
disclosed to the shareholders. Any such waivers will also be disclosed in the Company’s
annual report under Indian law and its annual report on Form 20-F.
1. Key Irregularities
1.1 While the Company believes that the Employees would realize and appreciate the
need to follow this Code in letter and spirit, in an unfortunate incident or act of
breach, a corrective and/or deterrent action becomes unavoidable. Hence, any act
of breach of the stipulations mentioned in the Code would be treated as
misconduct which may attract penal action.
1.2 Based on the intent, seriousness and mitigating/extenuating circumstances of such
non-compliance the breaches may be broadly classified into four categories as
detailed hereunder:
1.2.1 Habitual Irregularities
Repeated negligence in performing duties, depending on the gravity and
consequences to the Company may fall under this category. Illustrative
behavior includes:
1.2.1.1 Unpunctual or irregular attendance, leaving workplace without
permission, habitual or prolonged absence without leave.
1.2.1.2 Negligence or failure to take due care while obtaining and
preserving documents/records.
1.2.1.3 Negligence or failure to ensure accuracy and timely completion of
work.

Version 2.4 – January 17, 2023

 1.2.1.4 Indecent/discourteous behavior with customers, Employees,
superiors etc.
1.2.1.5 Not following the prescribed dress code.
1.2.1.6 Showing an intransigent or unreasonably negative attitude to
management and/or fellow Employee’s.
1.2.1.7 Minor breach of health and safety requirements.
1.2.1.8 Smoking in a non designated area.
1.2.1.9 Careless use of the Company’s equipment or furniture.
1.2.1.10 Refusing to attend nominated training programmes unless the
absence is authorized by the superior.
1.2.1.11 Use of foul or abusive language (whether verbal or in writing) and
gestures.
1.2.1.12 Refusing any official instruction/direction to moderate changes in
responsibilities if such a change is a business necessity.
1.2.1.13 Being under the influence of alcohol and/or drugs not medically
prescribed when at work (whether on the Company premises or
otherwise).
1.2.1.14 Consumption or being under the influence of drugs not medically
prescribed and/or excessive alcohol at a management sponsored
event.
1.2.1.15 Indulging in habitual misconduct, errors and negligence while
performing duties.

1.2.2 Gross/ serious violations

Any act which is in breach of the Code, internal policies/procedures and
which may cause financial loss or reputation risk to the company falls
under this category. Illustrative behavior under this category includes:
1.2.2.1 Failing to comply with the Company policies, procedures, rules
and working practices, as amended from time to time.
1.2.2.2 Obstructing the customers from dealing with the Company or
obstructing other Employees from discharging their
responsibilities.
1.2.2.3 Engaging in any other trade/business/employment while in the
employment of the company except in accordance with any other
policy and/or process adopted by the Company or without
confirmation of their supervisor.

Version 2.4 – January 17, 2023

 1.2.2.4 Participation in any demonstration against the company or its
Officials.
1.2.2.5 Accepting gifts and favors from clients and vendors in violation of
relevant guidelines.
1.2.2.6 Disrupting/slowing down of continuous customer service or work,
in the branch or office –either solely or by way of participation in
strike, bandh etc.
1.2.2.7 Violation of any of the provisions of the security policy including IT
security policy of the company.
1.2.2.8 Taking a decision at the cost of the company which has a financial
implication favoring the Employee or his/her relatives or
associates.
1.2.2.9 Involvement in harassment including sexual harassment or racial
harassment.
1.2.2.10 Failure to take all possible steps to protect the interest of the
Company and to perform duties with utmost integrity, honesty,
devotion and diligence.
1.2.2.11 Indulging in any act which is likely to cause damage/loss to the
property and which are prejudicial to the reputation and interest of
the Company.
1.2.2.12 Failure to act in the best judgment while performing duties as well
as while exercising delegated power entrusted by company.
1.2.2.13 Failure to avoid indebtedness in any manner while in service.
1.2.2.14 Engaging in and/or facilitating any financial dealing/s including
lending money belonging to the company to the colleagues.
1.2.2.15 Any act which brings or has the potential to bring dis-repute to the
image of the Company at all times.
1.2.2.16 Failure to comply with existing regulatory rules and regulations
like Insurance Act 1938 and rules made thereunder, IRDA Act
1999, regulations, rules formulated by IRDA etc.
1.2.2.17 Any other act which is against the ethos/culture of the company.

1.2.3 Fraudulent Irregularities

Any act with a fraudulent or malafide intention irrespective of whether
there was any financial loss or loss of reputation of the Company falls in
this category. Some illustrative behavior under this category would include:

Version 2.4 – January 17, 2023

1.2.3.1 Suppressing or misrepresentation of facts.
1.2.3.2 Any act of creation/acceptance of fake/incorrect/fraudulent
records or manipulation of records with fraudulent intention..
1.2.3.3 Failure to do proper due diligence in any deal/transaction to avoid
any possibilities of a fraud or money laundering.
1.2.3.4 Theft or pilferage or any dishonest act affecting the company in
any manner.
1.2.3.5 Involvement in any act in the area of corruption, misuse of office,
criminal offences, suspected or actual fraud etc.
1.2.3.6 Helping customers in ways which could lead to a loss to the
Company.
1.2.3.7 The Company shall issue a Guideline for “Operating Salary
Account" by its Employees for engaging in and/or facilitating any
financial dealings through the same.
The Company is governed by the Companies Act, 2013 which has defined
the act of “fraud” under Section 447 and has prescribed the penal
provisions for the same. The same is reproduced below:
Definition of Fraud:
“Fraud” in relation to affairs of a company or anybody corporate,
includes any act, omission, concealment of any fact or abuse of
position committed by any person or any other person with the
connivance in any manner, with intent to deceive, to gain undue
advantage from, or to injure the interests of, the company or its
shareholders or its creditors or any other person, whether or not there
is any wrongful gain or wrongful loss;
(i) “Wrongful gain” means the gain by unlawful means of property to
which the person gaining is not legally entitled;
(ii) “Wrongful loss” means the loss by unlawful means of property to
which the person losing is legally entitled.
Punishment for fraud:
Without prejudice to any liability including repayment of any debt under
this Act or any other law for the time being in force, any person who is
found to be guilty of fraud, shall be punishable with imprisonment for a
term which shall not be less than six months but which may extend to
ten years and shall also be liable to fine which shall not be less than
the amount involved in the fraud, but which may extend to three times
the amount involved in the fraud.

Version 2.4 – January 17, 2023

 Provided that where the fraud in question involves public interest, the
term of imprisonment shall not be less than three years.
Employees are expected to be mindful of the above provisions and
exercise necessary diligence.
1.2.4Irregularities in High Risk Areas
Any act which may not be apparently with fraudulent intention but are
considered as High Risk area irrespective of any financial loss or loss to
the reputation of the Company falls in this category. This includes:
1.2.4.1 Failure to act in spite of having knowledge of wrong things being
practiced.
1.2.4.2 Failure to take corrective steps to stop such wrong practices.
1.2.4.3 Failure to escalate such matters to higher authorities.
1.3 The areas considered, as High Risk will be assessed by the Operational Risk
Management Committee of the Company. Such committee will also have the
power and authority to notify the list of High Risk areas from time to time.
1.4 It must be noted that irregularities cited in the above categories are indicative in
nature and are not exhaustive.
1. Disciplinary Procedures
1.1. The primary objective of the disciplinary procedure is to make Employees aware
of the instance/s of apparent and reported breach of the Code on their part and to
afford such Employees with an opportunity of making submission against such
reported instance/s including improving their attendance, work performance or
amending/rectifying their conduct as the case may be, should they fall below the
standards expected by the Company.
1.2. When deciding upon the appropriate way to deal with any potential issues an
Employee has in meeting the Company standards, the reasons behind this
difficulty will be considered. There can be occasions when problems are due to
an Employee’s incapability to do his/her job, personal circumstances or health
rather than there being any measure of personal blame. In such cases, the
Employee will be informed by the immediate manager that he/she is not meeting
the required standards.
1.3. The immediate manager will discuss his or her concerns with the Employee and
where appropriate, will agree objectives with the Employee to be achieved over a
reasonable period of time. The immediate manager will also discuss any
assistance the Employee may require, including where practicable - training. If
after a reasonable time, an Employee is still unable to reach the required
standards, the matter may be dealt with within the context of the disciplinary
procedure.

Version 2.4 – January 17, 2023

 1.4. If the problem relates to the Employee’s health, the immediate manager may
arrange for the Employee to see the Company nominated Medical Advisor.
1.5. If the problem stems from the Employee’s failure to demonstrate satisfactory
conduct, or there are problems with the Employee’s performance e.g. due to the
Employee’s inattention or lack of motivation, the disciplinary procedure will be
implemented.
1.6. Usually disciplinary procedure would start after detailed fact finding
exercise/internal investigation including one-to-one discussion with the concerned
Employee, where-ever possible-by the respective business group, is carried out
and a detailed report to that effect is submitted to Head of HR. In certain cases
such investigation may be carried out independent of the respective business
group.
2. Disciplinary action
Depending upon the nature and seriousness of non-compliant behavior, the Company
may take corrective action against the erring Employees. The Company may prefer
civil or criminal action against errant Employees. Such actions may include penalties
as deemed appropriate considering the nature of violation and its implications on the
Company. The extenuating / mitigating circumstances, if any, shall also be considered
while taking action.
These actions could be – Cautionary Action, Deterrent Action and Capital Action.
2.1. Cautionary action
The cautionary or exemplary action(s) may be in the form of:
2.1.1. Condoning, advising, warning, censuring etc.
2.1.2. Imposition of fine.
2.1.3. Suspension from employment for a certain period of time.
2.1.4. Adversely impacting annual performance rating.
2.1.5. Withholding of increment, performance linked bonus / incentive (partly).
2.2. Deterrent action
The deterrent action(s) may be in the form of:
2.2.1. Recovery of full / partial monetary loss caused to the Company with or
without a financial penalty.
2.2.2. Suspension from employment for a certain period of time.
2.2.3. Withholding of increment, performance linked bonus / incentive (partly) or
promotion.
2.2.4. Demoting to the lower grade or level or Reduction in basic salary.

Version 2.4 – January 17, 2023

 2.3. Capital action
The capital action may be in the form of:
2.3.1. Temporary suspension or permanent termination of services.
2.3.2. Dismissal from services
2.3.3. Exit Through Resignation at the instance of the Company
2.3.4. Compulsory Retirement
3. Process for disciplinary action
3.1. The Company will be the sole judge to decide on the categorization of breaches
as also the form of corrective actions.
3.2. All disciplinary actions shall be decided and intimated to the Employees on the
basis of the report received by the HR Team from the respective vertical /
department after following the process as described in the foregoing.
3.3. Depending upon the nature of such report Employee/s would be informed in
writing of the gist of the instance/s of breach of the Code reported against them
and would be afforded with an opportunity to make their submission/s in writing
within specific time frame to the designated official in HR Team. On receipt of
such communication from HR team, Employees would be required to make their
submission/s in writing which would be taken into consideration while arriving at a
decision. However, in case Employee/s choose not to avail of such an
opportunity within the specific time frame or within extended time frame, if
allowed by HR team in deserving cases, it would be construed that the Employee
concerned has no submission to make and accordingly the matter would be
decided upon ex-parte and any decision taken in those circumstances would be
binding on the concerned Employee.
3.4. HR function of the Company shall put in place a matrix of Disciplinary Authority
and the Appellate Authority to carry out all administrative/disciplinary actions
envisaged under the Code.
3.5. The Disciplinary Authority of the Company shall on the basis of reports submitted
to it by an Investigating authority/function and/or suo-moto after ensuring
adherence to due process initiate appropriate investigation and disciplinary
proceedings/actions against an erring Employee and impose penalty/ies including
but not limited to, placing an Employee under suspension.
3.6. An Employee against whom an order has been passed by a Disciplinary
Authority, may, within seven working days from the date of receipt of the order,
prefer an appeal in writing to the Appellate Authority. Such written appeals, if
received within the stipulated time, shall be disposed of by the Appellate Authority
by way of a detailed speaking order.

Version 2.4 – January 17, 2023

3.7. The range of possible actions outlined above should not be regarded as
necessarily either sequential or cumulative. The Company reserves the right to
omit any or all of the levels of action where it considers it appropriate. It is for the
Disciplinary Authority to decide which of the possible responses are appropriate
in any given case. For example, if a single breach of discipline is serious (albeit it
may be the Employee’s first breach of discipline) the Employee may be given a
final warning notwithstanding the fact that no previous warnings have been given.
3.8. The Company reserves the right to suspend an Employee on payment of
subsistence allowance pending the outcome of disciplinary action.
3.9. During the first three months of suspension, an Employee will be paid
subsistence allowance at the rate of 1/3rd of basic pay and other allowances
(except transport and or conveyance allowance) which he/she was drawing on
the date of such suspension. In the event the suspension continues beyond three
months, an Employee shall be paid from the fourth month onwards at the rate of
one half of the basic pay and allowances (except transport and or conveyance
allowance) which he/she was drawing on the date of such suspension. Such an
Employee would not be eligible for any other benefits. However, if any local laws,
which are applicable to an Employee, provide for a payment of a higher amount
than the above, the same shall be applicable and paid during the period of
suspension.
3.10.The subsistence allowance will be paid to an Employee on furnishing a
declaration every month acceptable to the Company that the Employee is not
engaged in any other employment, business, profession or vocation or in any
gainful activities, self employment during the period of suspension whether or not
having earned any income. An Employee under suspension shall have to report
to the company for the purpose of investigation/enquiry as and when required by
the company and shall not leave the station of his posting from where he was
suspended without permission of the Compliance Officer/Head – HR of the
Company.

Version 2.4 – January 17, 2023

 Annexure

Duties of Directors as per Section 166 of the Companies Act, 2013:

1. Subject to the provisions of this Act, a director of a company shall act in accordance with
the articles of the company.
2. A director of a company shall act in good faith in order to promote the objects of the
company for the benefit of its members as a whole, and in the best interests of the
company, its Employees, the shareholders, the community and for the protection of
environment.
3. A director of a company shall exercise his duties with due and reasonable care, skill and
diligence and shall exercise independent judgment.
4. A director of a company shall not involve in a situation in which he may have a direct or
indirect interest that conflicts, or possibly may conflict, with the interest of the company.
5. A director of a company shall not achieve or attempt to achieve any undue gain or
advantage either to himself or to his relatives, partners, or associates and if such director
is found guilty of making any undue gain, he shall be liable to pay an amount equal to
that gain to the company.
6. A director of a company shall not assign his office and any assignment so made shall be
void.
7. If a director of the company contravenes the provisions of this section such director shall
be punishable with fine which shall not be less than one lakh rupees but which may
extend to five lakh rupees.

Duties of Independent Directors as per Schedule IV of the Companies Act, 2013:

The independent directors shall—

1. undertake appropriate induction and regularly update and refresh their skills, knowledge
and familiarity with the company;
2. seek appropriate clarification or amplification of information and, where necessary, take
and follow appropriate professional advice and opinion of outside experts at the expense
of the company;
3. strive to attend all meetings of the Board of Directors and of the Board committees of
which he is a member;

Version 2.4 – January 17, 2023

4. participate constructively and actively in the committees of the Board in which they are
chairpersons or members;
5. strive to attend the general meetings of the company;
6. where they have concerns about the running of the company or a proposed action,
ensure that these are addressed by the Board and, to the extent that they are not
resolved, insist that their concerns are recorded in the minutes of the Board meeting;

7. keep themselves well informed about the company and the external environment in
which it operates;
8. not to unfairly obstruct the functioning of an otherwise proper Board or committee of the
Board;
9. pay sufficient attention and ensure that adequate deliberations are held before approving
related party transactions and assure themselves that the same are in the interest of the
company;
10. ascertain and ensure that the company has an adequate and functional vigil mechanism
and to ensure that the interests of a person who uses such mechanism are not
prejudicially affected on account of such use;
11. report concerns about unethical behaviour, actual or suspected fraud or violation of the
company’s code of conduct or ethics policy;
12. acting within his authority, assist in protecting the legitimate interests of the company,
shareholders and its Employees;
13. not disclose confidential information, including commercial secrets, technologies,
advertising and sales promotion plans, unpublished price sensitive information, unless
such disclosure is expressly approved by the Board or required by law.

Version 2.4 – January 17, 2023

 Employee declaration
(To be submitted to HR at the time of joining)

I Mr./Ms. _____________ confirm and declare that:

1. I have read and understood the terms of employment applicable to me and the
provisions of the ICICI Lombard Code of Conduct.
2. I shall, during the course of my service with ICICI Lombard General Insurance
Company Limited or in the event of cessation of my service in the future, due to
any reason whatsoever, for a period of six months from the date of such
cessation, directly or indirectly, either on my own accord or on behalf or in
conjunction with any other person/s, firm or company refrain/desist from
canvassing or soliciting attempting to or including any Employee(s) business
associate(s) to leave their current employment with ICICI Lombard/Group
companies/ business partners to join the services of any new
employer/firm/company or any other competitor of the Group companies/
Business Partners.
3. I am aware that any act in contravention of the above provision on my part shall
attract initiation of appropriate action as deemed fit by ICICI Lombard General
Insurance Company Limited.
4. I shall disclose to the Company the following details, whenever required by the
Company:
4.1. All bank accounts being held by me - either singly or jointly with other family
members.
4.2. Investment made in immovable property including sale of such property.
4.3. A statement that I have no material interest or any other conflicting interests,
in any person who is a party to a material contract or proposed contract with
the Company.

___________________
Employee Signature

___________________
Employee ID
__________________
Date

Version 2.4 – January 17, 2023