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Insider Trading Synopsis
The Code of Conduct to Regulate, Monitor and Report Trades in securities by Directors, Employees &
Connected Persons ("the Code") is applicable to the (a) Employees of the Company, (b) Designated Persons
and their Immediate Relatives and (c) Connected Persons.
No Employee, Designated/Connected Persons and their Immediate Relatives shall trade,
subscribe, buy, sell, pledge or deal in, or agree to trade, subscribe, buy, sell, pledge or deal in
Securities that are listed or proposed to be listed on a stock exchange when in possession of
Unpublished Price Sensitive Information ("UPSI"). Pledge should not be created or invoked while
in possession of UPSI.
Every person covered under the Code is required to adhere the following statutory requirements:
1. Contra Trade - No contra trade i.e. if you buy shares of a company you have to hold the shares for 6
months and vice-versa (a buy after a sell or a sell after a buy on the stock exchange should have a gap of
at least six months) shall be executed in the following:
a) securities of any listed company;
b) sale of securities allotted in IPO;
c) off-market transactions.
2. Trading window – Trading window is a period when trading is allowed in Company’s shares. When
trading window is closed, no trading in shares (including creation/ invocation of pledge) of
Company will be permitted. Trading window is defined by Compliance Officer.
3. Futures & Options - Designated Persons are prohibited from trading in Derivatives (Futures & Options)
of any listed company. However, trading in index based Derivatives including index futures which are not
specific to any listed company is allowed.
4. Filing of Form C with the Compliance Officer – Submission of Form C to the Compliance Officer
within two trading days, if cumulative transactions of any Employee of the Company exceed ` 10,00,000 in value in any calendar quarter.
5. Preclearance of trades -
i. For trading in Company's shares:
Every Designated Person and their immediate relatives shall be required to seek pre-clearance from
the Compliance Officer when proposed trades are in excess of 25,000 Shares per calendar month
and comply subsequent reporting requirements prescribed under the Code;
ii. For trading in shares of other listed companies
a. Investment team
i. Complete restriction from dealing insecurities of restricted list;
ii. In case of shares of other listed companies, for all transactions except certain trades as
prescribed in clause 7.3 of the Code.
b. Designated Persons and their immediate relatives (other than investment team)
For dealings in securities in excess of Rs. 25 lakhs per scrip per month.
Please note that all Employees are individually responsible for complying with the provisions of the SEBI
Regulations and the Code to the extent applicable. Penal consequences apply for failure to comply
with the above. Other than for Contra trade where SEBI has already prescribed the penalty, in
other cases the penalty will be decided by the Insider Trading Committee based on the
seriousness of the non-compliance and the frequency of such non-compliance thereof.
Kindly go through the Code in detail given below. In case of any queries, please write to
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ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED
Code of Conduct to Regulate, Monitor and Report Trades in securities by
Directors, Employees & Connected Persons.
1. BACKGROUND AND APPLICABILITY
This code of conduct is called ICICI Prudential Life Insurance Company Limited Code of
Conduct to Regulate, Monitor and Report Trades in Securities by Directors, Employees
& Connected Persons (as defined hereunder) (“Code”) and has been formulated in
conformity with the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015. The Code is applicable to the Employees of the Company,
Designated Persons, and their Immediate Relatives and Connected Persons, to the
extent applicable.
Underlying principle of the Regulations and Code:
(i) No Employee, Designated/Connected Persons and their Immediate Relatives
shall trade, subscribe, buy, sell, pledge or deal in, or agree to trade, subscribe,
buy, sell, pledge or deal in Securities that are listed or proposed to be listed on
a stock exchange when in possession of Unpublished Price Sensitive
Information (“UPSI”). Pledge should not be created or invoked while in
possession of UPSI.
(ii) Employees, Designated/Connected Persons and their Immediate Relatives shall
be individually responsible for complying with the provisions of the Regulations
and the Code to the extent applicable.
(iii) When a person trades in Securities while in possession of UPSI, the trades
would be presumed to have been motivated by the person’s knowledge and
awareness of such information. The reasons for the trades or the purposes to
which the person applies the proceeds of the transactions are not intended to
be relevant for determining whether a person has violated the Regulations. What
needs to be demonstrated at the outset to bring a charge is that the person
traded when in possession of UPSI. Once this is established, it would be open
to the person to prove innocence by demonstrating the circumstances
mentioned in the proviso to regulation 4(1) of the Regulations, failing which the
person would have violated the prohibition.
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2. DEFINITIONS
In this Code, unless the context otherwise requires,
2.1. “Appellate Authority” shall have the meaning assigned to it in clause 13 of this Code.
2.2. “Audit Committee” refers to the committee constituted by the Board of Directors in
accordance with Section 177 of the Companies Act, 2013.
2.3. “Board of Directors” refers to the board of Directors of the Company.
2.4. “Company” means ICICI Prudential Life Insurance Company Limited.
2.5. “Code” means this ICICI Prudential Life Insurance Company Limited Code of Conduct
to regulate, monitor and report Trades in Securities by Directors, Employees and
Connected Persons, as approved and modified by the Board of Directors from time to
time and formulated under Regulation 9 of the Regulations.
2.6. “Compliance Officer” means the Officer appointed by the Company as compliance
officer pursuant to clause 3 of the Code and in line with the requirements of the
Regulations.
2.7. “Connected Person” shall have the meaning prescribed in regulation 2(1)(d) of the
Regulations.
2.8. “Dealing Room” means a place where deals are concluded by the dealers with the
counterparties or on stock exchange and entered in the investment systems. This will
also include a temporary place identified by the Company in case a disaster is declared
and the business continuity plan is invoked.
2.9. “Director” means a director of the Company.
2.10. “Designated Person”, unless stated otherwise in the Code, means
(i) Directors;
(ii) an Employee of the Company designated in the level 10 and above globally
across the Company and employees of an equivalent level 10 and above across
its subsidiary(ies);
(iii) all Employees of the Company of specified departments as per Appendix A,
including secretaries to whole time directors & employees designated in level
12;
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(iv) any other Employee to whom employee stock options of the Company have
been granted from time to time and employees of the holding and
subsidiary(ies) of the Company to whom employee stock options of the
Company have been granted from time to time;
(v) Whole time directors of subsidiary(ies) of the Company; and
any such Employee in any of the categories mentioned above on deputation
to/from the Company;
2.11. “Employee” shall mean employees of the Company, including employees of the
Company who are on probation or are on deputation to/from the Company, and
employees of overseas representative offices of the Company.
2.12. “Generally Available Information” means information that is accessible to the public on
a non-discriminatory basis, such as information published on websites of stock
exchanges.
2.13. “Immediate Relatives” i.e. a spouse of a person, and includes dependent parent(s),
sibling(s), and child of such person or of the spouse, any of whom is either dependent
financially on such person, or consults such person in taking decisions relating to
Trading in Securities.
2.14. “Infractions of the Code” means any non-adherence of the provisions of this Code other
than those defined as “Violations of the Code”.
2.15. “Insider” means an Employee of the Company and includes a Designated Person/
Connected Person or any other person who is in possession of or has access to UPSI.
2.16. “Insider Trading Committee” means an internal committee of the Company comprising
of officials of Human Resources, Legal and Compliance departments which will
stipulate sanctions and disciplinary actions against the Employees, Designated Persons
and their Immediate Relatives, in terms of clause 12 of this Code.
2.17. “Investment Team” means any Employee of the Company who forms a part of the
Investments department of the Company, and includes any dealers or other Employees
who have access to the Dealing Room.
2.18. “Other Listed Company” means any company incorporated in India (other than ICICI
Prudential Life Insurance Company Limited), which has Securities listed or proposed to
be listed on a recognised stock exchange in India.
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2.19. “Regulations” mean the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015.
2.20. “Restricted List” shall have the meaning ascribed thereto in clause 6 of the Code.
2.21. “SEBI” means the Securities and Exchange Board of India.
2.22. “Securities” shall have the meaning assigned to it under the Securities Contracts
(Regulation) Act, 1956 or any modification thereof excluding the following:
(i) Units of any mutual fund scheme, whether open-ended, close-ended, listed or
unlisted;
(ii) Index based Derivatives including Index futures which are not specific to any
listed Company;
2.23. “Shares” means the equity shares of the Company.
2.24. “Trading” means and includes subscribing, buying, selling, pledging, dealing, or
agreeing to subscribe, buy, sell, pledge or otherwise deal in any Securities, and "trade"
shall be construed accordingly. Exercise of employee stock options and acquisition of
Securities pursuant to such exercise shall not be considered as Trading except for the
disclosure requirements under Chapter III of the Regulations.
2.25. “Trading Day” means a day on which the recognized stock exchanges are open for
Trading .
2.26. “Trading Window" shall for the purpose of this Code mean the period during which
Trading in Securities of ICICI Prudential Life Insurance Company Limited is permitted.
2.27. “Unpublished Price Sensitive Information” (“UPSI”) means any information relating to
the Company or any Other Listed Company or their Securities, directly or indirectly that
is not generally available, which upon becoming generally available, is likely to
materially affect the price of the Securities and shall, ordinarily include but not restricted
to information relating to:
financial results,
dividends
changes in capital structure
mergers, de-mergers, acquisitions, delistings, disposals and expansion
of business and such other transactions;
changes in key managerial personnel; and
material events in accordance with the listing agreement.
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2.28. “Violations of the Code” means Trading in Securities when in possession of UPSI or an
act of insider trading and includes any situation where it is reasonable to believe that
insider trading could have taken place.
All references to designations of employees in this Code are as per the designations
assigned by the Human Resources department of the Company.
Words and expressions used and not defined in the Code but defined in the
Regulations, the Securities and Exchange Board of India Act, 1992, the Securities
Contracts (Regulation) Act, 1956, the Depositories Act, 1996 or the Companies Act,
2013, as amended and rules and regulations made thereunder shall have the meanings
respectively assigned therein.
3. COMPLIANCE OFFICER
3.1. The Company Secretary and in his/her absence any other person as may be designated
by the Board of Directors shall be the Compliance Officer for the purpose of
administering the Code and for this purpose shall report to the Board of Directors.
3.2. The Compliance Officer shall be responsible for ensuring compliance of policies,
procedures, maintenance of records, monitoring adherence to the rules for the
preservation of UPSI of the Company, maintaining the Restricted List, monitoring of
trades and the implementation of controls set out in the Regulations under the overall
supervision of the Board of Directors.
3.3. The Compliance Officer shall provide reports to the Chairman of the Audit Committee
or to the Chairman of the Board of Directors at such frequency as may be stipulated by
the Board of Directors.
4. PRESERVATION OF UPSI
4.1. Employees and Designated /Connected Persons who are in their possession of UPSI of
the Company shall not communicate, provide, or allow access or cause the
communication of any UPSI, relating to the Company, to any person including other
Employees and Designated Persons except where such communication is in
furtherance of legitimate purposes, performance of duties or discharge of legal
obligations.
4.2. UPSI of the Company shall be disclosed on a need to know basis only to those within
the Company who require such information for furtherance of legitimate purpose,
performance of duties or discharge of legal obligations.
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4.3. All Employees or Designated Persons as a part of their functional role may on a need
to know basis share information between different departments within the Company
for preparation and finalization of accounting statements for evaluating and analyzing
the risk, compliance, legal, administrative and other aspects thereof, to prepare various
statements, documents, reports etc.
4.4. The Company shall ensure appropriate segregation (Chinese Walls) between
investment function and other functions of the Company. Access to Dealing Room is
restricted to authorized staff members only. The process for permitting any Employee
or Designated Person to “cross the wall” shall be as prescribed in the investment
Standard operating procedure shall ensure Trading in securities only when it is in
possession of Generally Available Information. In case of any conflicting situations the
investment can be made only post approval from Executive Director – Corporate
Center.
4.5. In case of doubt whether certain information falls within the scope of UPSI or not, the
same may be brought to the attention of the Compliance Officer for clarity.
5. TRADING BY EMPLOYEES AND DESIGNATED/CONNECTED PERSONS IN
SECURITIES OF THE COMPANY
5.1 Prohibition on Trading
(i) Employees, Designated/Connected Persons and their Immediate Relatives may
Trade in Shares of the Company, directly or through its advisors including
investment managers, discretionary/ non-discretionary portfolio managers,
brokers or other persons trading on behalf of their account, only when they are
not in possession of any UPSI of the Company.
(ii) Employees, Designated/Connected Persons and their Immediate Relatives shall
not trade in derivatives (“Futures & Options”) of the Company’s Shares.
5.2 Prohibition on Contra Trades
(i) Designated/Connected Persons and their Immediate Relatives who buy or sell
Shares of the Company (any quantity) shall not do a contra Trade, i.e., sell or
buy Shares of the Company (any quantity), directly or indirectly, during the next
six months following the prior transaction.
(ii) In case Trading in Shares of the Company is necessitated by certain
circumstances (i.e., without adhering to the prohibition on contra trades), the
Compliance Officer is empowered to grant relaxation from strict application of
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such restriction for reasons to be recorded in writing provided that such
relaxation does not violate the Regulations.
(iii) The acquisition of Shares by Designated Persons and their Immediate Relatives
or by Connected Persons through the initial public offer of the Company shall
constitute buy Trades and such persons are prohibited from undertaking a sell
trade within six months of the date of allotment of such Shares.
(iv) Acquisition of Shares through further public offers, rights issues and bonus
issues, and sale of Shares through buy back offers, open offers and exit offers,
shall not constitute a Trade for the purposes of clause 5.2 of this Code.
(v) In the event, a contra trade is executed, inadvertently or otherwise, in infraction
of such a restriction, the profits from such trade shall be liable to be disgorged
for remittance to SEBI for credit to the Investor Protection and Education Fund
administered by SEBI.
5.3 Trading Window
(i) All Trading by Designated Persons and their Immediate Relatives and by
Connected Persons shall be subject to a Trading Window.
(ii) Designated Persons and their Immediate Relatives and Connected Persons may
Trade in Shares of the Company only when the Trading Window is open. Such
trade shall be subject to pre-clearance requirements, if applicable. They shall
not, either directly or through their advisors including investment managers,
discretionary/ non-discretionary portfolio managers, brokers, or other persons
Trade for or on behalf of their account in Shares of the Company when the
Trading Window is closed.
(iii) The Trading Window shall be closed when the Compliance Officer determines
that a Designated Person or a class of Designated Persons can reasonably be
expected to have possession of UPSI relating to the Company. However, the
Trading Window shall be closed from the 7th
day of the month following the end
of a calendar quarter for declaration of financial results (quarterly, half-yearly
and annual) and declaration of dividends (interim and final) and at any other time
as may be decided by the Compliance Officer if any event which could give rise
to UPSI for the Company is under active consideration of the Company.
(iv) The Trading Window shall be re-opened not earlier than forty eight (48) hours
after the UPSI in question or the information relating to items specified above
become generally available.
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(v) The Trading Window shall also be made applicable to any person having
contractual or fiduciary relation with the Company, such as auditors,
accountancy firms, law firms, analysts, consultants, etc., assisting or advising
the Company
5.4 Pre-clearance of Trades
(i) Every Designated Person and their Immediate Relatives shall be required to seek
pre-clearance from the Compliance Officer for their Trading in the Shares of the
Company in the following cases:
a. When the trading window is open; and
b. Proposed Trades in the Shares of the Company are in excess of 25,000
Shares per calendar month.
(ii) Application for pre-clearance shall be made in Form I to the Compliance Officer.
The Compliance Officer may grant approval or reject the request for pre-
clearance without assigning any reasons.
(iii) No application for pre-clearance of any Trade proposed to be undertaken by a
Designated Person or their Immediate Relative, directly or through its advisors
including investment managers, discretionary/ non-discretionary portfolio
managers, brokers or other persons trading on behalf of their account, shall be
made if such Designated Person or their Immediate Relative is in possession of
UPSI related to the Company, even if the trading window is not closed.
(iv) Upon pre-clearance being granted, the concerned Designated Person shall
purchase/sell the Shares of the Company within seven (7) Trading Days
including date of approval and submit a report of the trades executed within two
(2) working days of execution of the trade in the format as prescribed in Form II.
(v) If for any reason whatsoever, the purchase/sale of Shares of the Company is not
completed within the said period of 7 Trading Days, the concerned Designated
Person must report the same along with the reasons for not completing the
purchase/sale of shares same in the said format as prescribed in Form II within
the next seven (7) working days. Penalties will lie for failure to file the report of
the trades within the stipulated time-lines. The responsibility to file the report
with the Compliance Officer shall lie with the Designated Persons.
(vi) Fresh application in Form I to the Compliance Officer would be required to be
made for any purchase / sale of Shares after the expiry of 7 trading days.
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(vii) In respect of Trades in Shares of the Company by the Compliance Officer himself
the application for pre-clearance to trade in Form I shall be submitted to the
Whole-time Director – Corporate Centre.
5.5 Designated Persons who intend to Trade in any Securities listed on the stock exchanges
shall be required to establish broking account with ICICI Securities Limited and/or such
other entity as the Compliance Officer may notify or permit, and shall conduct all Trades
only through such broking accounts.
5.6 Designated Person shall have the option to adopt a Trading Plan for purchase/sale of
Shares of the Company. Such person shall submit the Trading Plan to the Compliance
Officer for approval and public disclosure in such form as may be provided by the
Compliance Officer. Once approved, the Trading Plan shall be irrevocable and
implemented mandatorily. The Trading Plan will be required to follow the timelines as
stipulated in the Regulations. The Compliance Officer shall clarify doubts if any on the
execution and implementation of the Trading Plan.
6. RESTRICTED LIST
6.1 The Compliance Officer shall maintain a list of Other Listed Companies as a “restricted
list” in a confidential manner, which shall be used as the basis for approving or rejecting
applications for pre-clearance of trades. This list may also be used by the Compliance
Officer in order to monitor Trading in Securities of Other Listed Companies.
6.2 The determination of which Other Listed Companies are to be placed on the Restricted
List shall be based on the availability of UPSI pertaining to such companies and/ or to
avoid front running associated with their Securities.
6.3 The Investments Team of the Company shall be responsible for determining which
Other Listed Companies are to be placed on the Restricted List and which Other Listed
Companies on the Restricted List are to be taken off the Restricted List. This will be
conveyed by the Investments Team to the Compliance Officer as and when the
Investments Team deems necessary. The Investments department shall make this
determination based on availability or likelihood of access to UPSI of Other Listed
Companies with Employees and/ or to avoid front running.
6.4 Designated persons are prohibited from dealing in the Securities of the Other Listed
Companies forming part of restricted list except as given below
(a) The designated persons in Investment team (front and Back office, including
members of EIC) will be completely prohibited from dealing in such securities
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(b) For all other designated persons the trades shall be allowed subject to the pre
clearance from the Compliance Officer for dealings in securities in excess of ` 25 lakhs
per scrip per month.
6.5 All Designated Persons are prohibited from Trading in derivatives of such companies
which form part of the Restricted List.
7. TRADING IN SECURITIES OF OTHER LISTED COMPANIES (OTHER THAN
SHARES OF COMPANY AND RESTRICTED LIST).
7.1 No Employee shall Trade in Securities of Other Listed Companies and are not a part of
Restricted List, when in possession of UPSI. Pledge should not be created or invoked
while in possession of UPSI.
7.2 Designated Persons shall not Trade or deal in Futures & Options of any Other
Companies not forming a part of Restricted List, provided however, such prohibition
shall not apply to Index based Derivatives including Index Futures which are not specific
to any listed company.
7.3 The Designated Persons shall, subject to the limits prescribed below, seek prior
approval from the Compliance Officer (in the prescribed Form 1) for all Trading being
undertaken either directly or indirectly through their advisors including investment
managers, discretionary/ non-discretionary portfolio managers, brokers or other
persons Trading on their behalf:
(i) In case of the Investment Team, pre-clearance from the Compliance Officer is
required for all transactions entered into by them except:
a. For sale of Securities allotted during subscription under an IPO/ FPO up to
Rs. 2 lakhs per scrip per calendar month.
b. For Trading in government securities and corporate bonds, pre-clearance is
not required up to Rs. 10 lacs per scrip per calendar month.
(ii) For all other Designated Persons and their Immediate Relatives, the pre
clearance from the Compliance Officer shall be applicable only for Trading in
Securities of Other Listed Securities in excess of Rs. 25 lakhs per scrip per
calendar month.
7.4 All Designated Persons are individually responsible for complying with the provisions
of the Regulations and the Code to the extent applicable.
7.5 For the purpose of Clause 6 and 7, Clause 2.10(ii) and (iii) (i.e. definition of ‘Designated
Person’) shall read as follows:
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“(i) Whole-time Directors and Directors forming members of the Investment
Committees or having access to investments of the Company.
(ii) an Employee of the Company designated in the level 10 and above globally across
the Company and employees of an equivalent level 10 and above across its
subsidiary(ies) of the following departments:
(a) All departments mentioned in Annexure A and
(b) Sales Account Relationship Management Team;
(c) Sales Alliance Team;
(d) Group Sales and Group Operation Team
(iii) all Employees of the Company of specified departments as per Appendix A,
including secretaries to whole time directors & employees designated in level 12, where
Appendix A shall include following departments:
(a) Sales Relationship Management Team;
(b) Sales Alliance Team;
(c) Group Sales and Group Operations Team”
8. POWERS OF THE COMPLIANCE OFFICER
8.1 In case any suspicious trades comes to the knowledge of the Company, the Compliance
Officer shall have the right to reach out to the relevant Employee or Designated Person/
Connected person in order to obtain necessary information in relation to the transaction
who shall then provide such information to the Compliance Officer. The Compliance
Officer shall be entitled to review the information to ensure compliance of the
Regulations/Code.
8.2 The Compliance Officer shall be entitled to access and review relevant information from
the Company’s concerned business groups or ICICI Securities Limited, including
access to the demat and trading accounts of the Employees and Designated Persons
as the case may be, in order to ensure compliance with the Code and the Regulations.
The Compliance Officer shall have the right to institute a block or freeze on the
Securities held in the demat account(s) in order to prevent trading in them for the
purposes of ensuring compliance with this Code.
9. DISCLOSURE REQUIREMENTS PRESCRIBED UNDER THE REGULATIONS
9.1 Initial disclosures
(a) Every promoter, Director and key managerial personnel will have to disclose
their holding of Securities in the Company, within 30 days of the listing of the
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Company’s Securities on any recognized stock exchange in the format
prescribed in Form A in this Code.
(b) Every person on appointment as a Director or key managerial personnel or upon
becoming a promoter shall disclose his/her holding of the Securities of the
Company as on the date of appointment as a Director / Key Managerial
Personnel or becoming a promoter, to the Company within seven (7) days of
the occurrence of such event in the format prescribed in Form B in this Code.
9.2 Continual disclosures
(a) Every Promoter, Employee of the Company and Designated Persons shall
disclose to the Compliance Officer the number of Shares of the Company
acquired or disposed off within two (2) Trading Days of such transaction if the
value of the Shares traded whether in one transaction or a series of transactions
over any calendar quarter aggregates to a traded value in excess of INR 1
million. The disclosure will be in the format prescribed in Form C in this Code.
(b) The Compliance Officer shall ensure that the particulars of such Trades are
notified to the stock exchange on which the Shares of the Company are listed
within two Trading Days of receipt of the disclosure or from becoming aware of
such information.
(c) The disclosure of the incremental transactions after any disclosure made under
clause 9.2 shall be made when the transactions effected on the stock exchanges
after the prior disclosure crosses a further INR 1 million each time.
10. REPORTING REQUIREMENTS FOR DESIGNATED PERSONS
10.1 The Compliance Officer may at any time during the year, to ensure compliance with the
Code request for physical or online disclosures from the Designated/Connected
Persons which shall be complied with by the Designated/Connected Persons within
seven (7) working days.
10.2 The Compliance Officer shall maintain records of all the declarations/undertakings/
forms as mentioned in this Code, and received from time to time, for a period of five
(5) Years.
10.3 The Compliance Officer shall take steps for disclosures required under this Code to also
be made through electronic filing in accordance with the system devised by the stock
exchange.
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11. REPORTING REQUIREMENTS OF COMPLIANCE OFFICER TO AUDIT
COMMITTEE/ BOARD
The Compliance Officer shall place before the Audit Committee of the Board of
Directors, all details/instances of violations of this Code that may come to the notice of
the Compliance Officer once in every calendar quarter or on a frequency as may be
determined by the Audit Committee. The Compliance Officer shall report to the Board
of Directors on the matters briefed to the Audit Committee and take any further steps
as may be advised by the Board in this regard and shall also take necessary steps on
any actionables or reports advised or required by the Audit Committee.
12. PENALTY FOR CONTRAVENTIONS
12.1 All Employees and Designated/Connected Persons shall be individually responsible for
complying with the provisions of the Regulations and the Code to the extent applicable.
12.2 In the event of any alleged Violation/Infraction of the Code by any Employee,
Designated/Connected Person or their Immediate Relatives, the Insider Trading
Committee would review the same in light of the facts and circumstances and
determine the next steps in terms of recommendation for action to be initiated,
including the requirement for making an onward reporting to the Audit
Committee/Board. The report setting out such recommendation will be submitted to
the Chief Human Resources. The Chief Human Resources would provide the necessary
report as well as the decisions, actions or measures taken to the Compliance Officer for
being placed before the Audit Committee/Board. The actions or measures can include
a requirement to surrender profits, if any, from the Trading in Securities, or such other
fit and appropriate disciplinary action or measure (including, having regard to the facts
and circumstances or past conduct, if any, imposition of monetary penalties,
withholding of employee benefits and remuneration, suspension or termination of
employment or service such person). Provided however, in the case of a contra trade
i.e entering into opposite transactions within a period of six (6) months the profits from
such Trade shall be liable to be disgorged for remittance to the Board of Directors for
credit to the Investor Protection & Education fund. In addition to the above, any person
violating the provisions of this Code and the Regulations shall be penalized as
prescribed under the Securities and Exchange Board of India Act, 1992 and the
Companies Act, 2013, as amended.
12.3 In respect of any adverse findings regarding a Director, the same would be submitted
to the Audit Committee for its review and decision and would require being reported
to the Board of Directors. Where the action or the measure requires the approval of the
Board of Directors, its approval shall be taken prior to making the action or measure
operational.
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12.4 Any action by the Company in terms above shall not preclude SEBI from taking any
action for violation of the Regulations.
13. APPELLATE AUTHORITY
Any person aggrieved on account of action initiated by an appropriate authority may
make a representation for final determination to the Appellate Authority. For Designated
Persons below Executive Directors, the Executive Director – Corporate Centre would
be the Appellate Authority; for Directors, Audit Committee would be the Appellate
Authority; and for employees of subsidiary companies, their respective Human
Resources department would be the Appellate Authority. After a review of such
application and decision thereof by the Appellate Authority the same shall be final and
binding.
14. INFORMATION TO SEBI
SEBI shall be informed of the instances of violations of the Regulations including
Schedule II of the Regulations if any, after the same is informed to the Audit Committee
of the Board of Directors.
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Appendix A
Designated Persons to include all the Employees of the following departments of ICICI
Prudential Life Insurance Company Limited
Sr No. Group/Department
1 Office of MD & CEO, ED’s and Chief Human resources
2 Compliance
3 Finance & Taxation
4 Actuarial
5 Secretarial
7 Investments
8 Internal Audit
9 Corporate Communication
10 Information Technology
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FORM NO I
ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED
APPLICATION FOR PRE-CLEARANCE OF TRADING
IN SECURITIES OF ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED
(Under ICICI Prudential Life Insurance Company Limited Code of Conduct to regulate, monitor
and report trades in securities by Directors/Employees and Designated persons)
Date : ________________
To : The Compliance Officer
ICICI Prudential Life Insurance Company
Limited
From : __________________________(Name)
__________________________(Emp. No.)
__________________________(PAN)
__________________________(Designation)
__________________________(Department)
Pursuant to clause 5.4 and clause 7.3 of the Code, I hereby seek your approval to purchase/sell
Securities of ICICI Prudential Life Insurance Company Limited or of Other Listed Companies
as per the details given below:
Sr.
No.
Name of the
Director/
Designated
Person/Immediate
Relative proposing
to deal in Securities
Relationship
with
Direct
or/
Designated
Person/ PAN of
Immediate Relative
No. of shares/ Value (in `) of
Bonds
17
I declare that the Securities in respect of which the approval is sought, will be held/have been
held by the above named for a minimum period of six months.
I hereby undertake that:
I do not have any access to nor have received any Unpublished Price Sensitive Information
up to the time of giving this undertaking.
In case I have access to or receive any Unpublished Price Sensitive Information after this
undertaking, but before the execution of the transaction, I shall inform the Compliance
Officer of the change in my position and that I and/or the persons named above would
completely refrain from trading in the Securities till the time such information becomes
public.
I have not contravened the Regulations and the Code. I have made a full and true disclosure
in the matter.
Signature: __________________
---------------------------------------------------------------------------------------------
For Office Use
With reference to the above application, I hereby approve/ reject the application for
____________ number of shares of ICICI Prudential Life Insurance Company Limited/ Bonds of
ICICI Prudential Life Insurance Company Limited for ` _________
Further, the approval is valid only for a period of seven trading days from the date of approval.
Date: Signature of Compliance Officer:
18
FORM NO II
ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED
REPORTING OF TRADES DONE PURSUANT TO PRE CLEARANCE APPROVAL
(Under ICICI Prudential Life Insurance Company Limited Code of Conduct to regulate, monitor
and report trades in securities by Directors/Employees & Designated persons)
Date : ________________
To : The Compliance Officer
ICICI Prudential Life Insurance Company
Limited
From : __________________________(Name)
__________________________(Emp. No.)
__________________________ (PAN)
__________________________(Designation)
__________________________(Department)
I hereby report that pursuant to the approval of the pre clearance granted to me, the following
trades have been executed:
Name of the Applicant/Immediate Relative in
case the trade is done by the Immediate
Relative of the applicant
PAN of Applicant/immediate relative
Approval date of Pre-Clearance
Approval taken for no.of securities
No. of securities traded (Buy/ Sell)
Market Value of securities traded (Buy/ Sell)
Date of sale/purchase
No of securities not traded( if any) for which
approval has been taken
Reasons for not trading
I hereby state that the above details are correct, true and complete in all respects.
Signature : __________________
_________________________________________________________________________________
19
Reporting of non-execution of pre-cleared Trade
Date : ________________
To : The Compliance Officer
ICICI Prudential Life Insurance Company Limited
From : __________________________(Name)
__________________________(Emp. No.)
__________________________(PAN)
__________________________(Designation)
__________________________(Department)
I, ____________, wish to inform you that the Trade for which approval was granted by you on
_____________,has not been undertaken by me / Immediate Relative due to reasons given
below:
________________
Signature
20
FORM A
SEBI (Prohibition of Insider Trading) Regulations, 2015
[Regulation 7 (1) (a) read with Regulation 6 (2) – Initial disclosure to the
company]
Name of the company:
ISIN of the company:
Details of Securities held by Promoter, Key Managerial Personnel (KMP), Director and other
such persons as mentioned in Regulation 6(2)
Name, PAN, Category of Person Securities held as on the date of % of
CIN/DIN & (Promoters/ KMP/ regulation coming into force Shareholding
address with
Directors/immediat
e Type of security (For eg. No.
contact nos. relative to/others – Shares, Warrants,
etc) Convertible Debentures
etc.)
1 2 3 4 5
Note: “ Securities” shall have the meaning as defined under regulation 2(1)(i) of SEBI
(Prohibition of Insider Trading) Regulations, 2015.
Details of Open Interest (OI) in derivatives of the company held by Promoter, Key
Managerial Personnel (KMP), Director and other such persons as mentioned in Regulation
6(2)
Open Interest of the Future contracts held as Open Interest of the Option Contracts held
on the date of regulation coming into force as on the date of regulation coming into
force
Contract Number of Notional value Contract Number of Notional
Specifications units in Rupee terms Specifications units value in
(contracts (contracts Rupee terms
* lot size) * lot size)
6 7 8 9 10 11
Note: In case of Options, notional value shall be calculated based on premium plus strike
price of options
Name:
Signature:
Designation:
Date:
Place:
21
FORM B
SEBI (Prohibition of Insider Trading) Regulations, 2015 [Regulation 7 (1) (b) read with
Regulation 6(2) – Disclosure on becoming a director/KMP/Promoter]
Name of the company:
ISIN of the company:
Details of Securities held on appointment of Key Managerial Personnel (KMP) or Director
or upon becoming a Promoter of a listed company and other such persons as mentioned
in Regulation 6(2).
Name, Category of Person Date of Securities held at the time % of
PAN, (Promoters/ KMP / appointment of becoming Shareholding
CIN/DIN Directors/immediate of Director/ Promoter/appointment of
& relative to/others KMP OR Director/KMP
Address etc.) Date of Type of No.
with becoming security (For
contact Promoter eg. – Shares,
nos. Warrants,
Convertible
Debentures
etc.)
1 2 3 4 5 6
Note: “ Securities” shall have the meaning as defined under regulation 2(1)(i) of SEBI
(Prohibition of Insider Trading) Regulations, 2015.
Details of Open Interest (OI) in derivatives of the company held on appointment of Key
Managerial Personnel (KMP) or Director or upon becoming a Promoter of a listed company
and other such persons as mentioned in Regulation 6(2).
Open Interest of the Future contracts held Open Interest of the Option Contracts held at the
at the time of becoming time of becoming Promoter/appointment of
Promoter/appointment of Director/KMP Director/KMP
Contract Number of Notional Contract Number of Notional value in
specifications units value in specifications units Rupee terms
(contracts Rupee (contracts
* lot size) Terms * lot size)
7 8 9 10 11 12
Note: In case of Options, notional value shall be calculated based on premium plus strike
price of options
Name:
Signature:
Designation:
Date:
Place:
22
FORM C
SEBI (Prohibition of Insider Trading) Regulations, 2015 [Regulation 7 (2) read with Regulation 6(2) Continual
disclosure]]]
Name of the company:
ISIN of the company:
Details of change in holding of Securities of Promoter, Employee or Director of a listed company and other such persons as mentioned
in Regulation 6(2).
Name, PAN,
CIN/DIN,
Categor y
of
Securities held
prior
Securities
acquired/Disposed
Securities held
post
Date of
allotment Date of Mode of
&
addresswithcontact Person to acquisition/
acquisition/dispo
sal
advice/
acquisition
intimatio
n
acquisitio
n /
nos.
(Promot
ers/
dispo
sal
of
shares/ to
disposal
(on
KMP / sale of shares
compan
y
market/pu
bli
Directors
/ specify c/ rights/
immed
iate
preferenti
al
relative
offer / off Type of
No.
and Type of
No
.
Valu
e
Transact
ion Type of No. From To
to/other s
securit
y % of
securi
ty
Type
(Buy/
security
(For
and
% market/
etc.) (For eg. share-
(For
eg.
Sale/Pled
ge eg. of Inter-se
–
Shares,
holdin
g – / Revoke/
–
Shares,
share
- transfer,
Warran
ts
Share
s, Invoke)
Warran
ts
holdi
ng
ESOPs
etc.)
Conver
-
Warrant
s, ,
ti ble
Conv
ert
Converti
ble
Debent
ur ible
Debentur
es
es etc.)
Debe
nt etc.)
ures
etc.)
23
1 2 3 4 5 6 7 8 9 10 11 12 13 14
Note: “Securities” shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of Insider Trading)
Regulations, 2015.
24
Details of trading in derivatives of the company by Promoter, Employee or Director of a listed company and other such persons as
mentioned in Regulation 6(2).
Trading in derivatives (Specify type of contract,
Futures or Options etc)
Exchange on which the
trade
was executed
Type of Contract Buy Sell
contract
specification
s
Notional
Value
Number of
units
Notional
Value
Number of units (contracts *
lot size)
(contracts *
lot
size)
15 16 17 18 19 20 21
Note: In case of Options, notional value shall be calculated based on
Premium plus strike price of options.
Name:
Signature:
Designation:
Employee Id:
Date:
Place:
25
FORM D (Indicative format)
SEBI (Prohibition of Insider Trading) Regulations, 2015
Regulation 7(3) – Transactions by Other connected persons as identified by the company Details of trading in securities by other connected
persons as identified by the company
Name, PAN,
CIN/DIN,
Connecti
on
Securities held
prior Securities acquired/Disposed Securities held
Date
of Date of Mode of
& address with with
to acquisition/
post allotment
intimatio
n
acquisition/dis
pos
contact nos. of
other company
dispo sal
acquisition/dispos
advic
e/ to al (on
connected al acquisition of company market/public/
persons as
identified
share
s/
rights/Preferen
tial
by the company
sale
of offer /off
share
s
market/Inter-
se
speci
fy
transfer,
ESOPs
Type of
No.
and Type of No.
Valu
e
Transactio
n Type of No. and % From To etc.)
security % of security Type (Buy/
security
(For of
(For eg. share- (For eg. Sale/
eg. –
Shares, share-
– Shares,
holdin
g
–
Shares,
Pledge/ Warrants,
holding
Revoke/In
vo
Convertibl
e
Warrants
Warrant
s
ke
Debentur
es
Conver-
Conver-
etc.)
tible
tible
Debentu
re
Debent
ur
26
etc.).)
es
etc.).).)
1 2 3 4 5 6 7 8 9 10 11 12 13 14
Note: “Securities” shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of Insider Trading) Regulations, 2015.
27
Details of trading in derivatives by other connected persons as identified by the company
Trading in derivatives (Specify type of contract, Futures or
Options etc)
Exchange on which
the
trade was executed
Type of Contract Buy Sell
Contract
specificatio
ns
Notional
Value
Number of
units(contracts *
Notional
Value Number of units
lot size) (contracts * lot size)
15 16 17 18 19 20 21
Note: In case of Options, notional value shall be calculated based on premium plus strike price of options.
Name:
Signature:
Date:
Place:
CLARIFICATION TO THE CODE OF CONDUCT TO REGULATE, MONITOR AND
REPORT TRADES IN SECURITIES BY DIRECTORS, EMPLOYEES & CONNECTED
PERSONS
Restrictions on contra trade shall also be applicable for securities of other
listed companies (in addition to the Company’s shares)
Restrictions on contra trade shall also be applicable for trading of securities of other
listed companies (other than shares of company and restricted list). In the event, a
contra trade is executed, inadvertently or otherwise, the profits from such trade shall
be liable to be disgorged for remittance to SEBI.