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.

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 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
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.

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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

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and their proprietary information and the Employees are also required to maintain such
confidentiality and abide by the Information Security Policy of the Company

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.

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 The Company respects the proprietary rights of other companies and their proprietary
information and the Employees are required to observe such rights.

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).

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 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.
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

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 their transactions. This is done to detect suspicious transactions during the entire period
of relationship.

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

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 it is in accordance with the Operational Guidelines for Acceptance of Gifts,
Entertainment and Sponsored Travel.
These guidelines would broadly cover following areas:
 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

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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.
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

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 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
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

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 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.
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.

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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 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.

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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 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.

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 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.
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.

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 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.
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

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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:
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

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 amount involved in the fraud, but which may extend to three times the
amount involved in the fraud.
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

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 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.
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.

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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.
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.

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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.
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

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 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.

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 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;
4. participate constructively and actively in the committees of the Board in which they are
chairpersons or members;

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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.

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 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

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