Schedule I-Insolvency and Bankruptcy Board of India (Procedure for Governing Board Meetings) Regulations, 2017.

SCHEDULE I

[See regulation 12 (1)]

Oath of Office and Secrecy

I, …………………………………., having been appointed as ………….. of the Insolvency and Bankruptcy Board of India, do solemnly affirm that I will faithfully and conscientiously discharge my duties as …………………….. to the best of my ability, knowledge and judgment, without fear or favour, affection or ill-will.

I, ………………………….., having been appointed as …………… of the Insolvency and Bankruptcy Board of India, do solemnly affirm that I will not directly or indirectly communicate or reveal to any person any matter which shall be brought under my consideration or shall become known to me as …………………….. except as may be required for the due discharge of my duties as …………………….

Date :

Place:

(Signature)

(Oath to be administered by Hon’ble Minister / Secretary to Ministry of Corporate Affairs in case of Chairperson and by Chairperson in case of any other Member)

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Schedule II-Insolvency and Bankruptcy Board of India (Procedure for Governing Board Meetings) Regulations, 2017.

SCHEDULE II

[See regulation 12 (2)]

Charter of Conduct for Members of Board

This Charter aims to ensure that the Board conducts in a manner that does not compromise its ability to accomplish its mandate or undermine the public confidence in the ability of Member(s) to discharge his responsibilities.

Definitions.

1. In this Charter, unless the context otherwise requires,-

(i) “family” means spouse and dependent children below 18 years of age.

(ii) “conflict of interests” means any personal interest or association of a Member, which is likely to influence the decision of the Board in a matter, as viewed by an independent third party.

(iii) “regulated entity” means an Insolvency Professional, an Insolvency Professional Entity, an Insolvency Professional Agency, or an Information Utility.

(iv) “Whole Time Member” means a Whole Time Member of the Board and includes the Chairperson of the Board.

2. Words and expressions used and not defined in this Charterbut defined in the Code shall have the meanings respectively assigned to them in the Code.

Charter in addition to other provisions.

3. This Charteris in addition to the provisions of section 193 of the Insolvency and Bankruptcy Code, 2016, the Insolvency and Bankruptcy Board of India (Salary, Allowances and other Terms and Conditions of Service of Chairperson and members) Rules, 2016, and the Insolvency and Bankruptcy Board of India (Procedure for Governing Board Meetings) Regulations, 2017.

General principles.

4. (1) A Member shall take all steps necessary to ensure that any conflict of interests to which he may be subject to does not affect any decision of the Board.

(2) A Member shall disclose his interests which may conflict with his duties.

(3) A Member shall not exploit to his personal advantage, any personal or professional relationship with regulated entities or any employee of such entities.

Outside or private activities.

5. (1) A Whole Time Member shall not hold any other office of profit.

(2) A Whole Time Member shall not engage in any other professional activity, which entails receipt of salary or professional fees.

Conflict in respect of agenda.

6. (1) A Member, who is directly or indirectly interested in any business coming up for consideration at a meeting of the Governing Board, shall disclose the nature of his interest at such meeting.

(2) A Member shall not take part in any deliberation or discussion of the Governing Board with respect to such business except to the extent of professional advice if sought by the Governing Board.

Members not to hear or decide in certain cases.

7. No Member shall hear or decide any matter where he has a conflict of interest.

Availing services of regulated entities.

8. A Member shall disclose if he or his family has any dispute in respect of product or services availed from a regulated entity.

Acceptance of gifts.

9. (1) A Whole Time Member shall not accept any gift by whatever name called, to the extent possible, from a regulated entity.

(2) A Whole Time Member shall hand over the gift, if he receives any and the value exceeds Rs.5000, to the IBBI.

Other disclosures.

10. A Member shall disclose the following:

a) any post, other employment or fiduciary position which a Member holds, or has held in the past 5 years in connection with any regulated entity;

b) any other significant relationship, including a professional, personal, financial or family relationship held in connection with a regulated entity.

Procedure for managing the conflict.

11. (1) A Member shall disclose a conflict of interests at the earliest possible opportunity.

(2) A Member shall seek determination from the Chairperson if he has a doubt whether there is a conflict of interests or not.

(3) The Chairperson shall seek determination from the Governing Board if he has a doubt whether there is a conflict of interests or not.

4) If the Chairperson or the Governing Board, as the case may be, determines that there is a conflict of interests, the Member or the Chairperson shall refrain from dealing with the particular matter.

(5) The Chairperson or the Governing Board, as the case may be, shall assign that matter to another Member or a Committee of Members.

Procedure for public to raise conflict of interests.

12. (1) Any person, who has reasonable ground to believe that a Member has an interest in a particular matter, may bring the same with material evidence to the notice of the Secretary.

(2) The Secretary shall place the details received under sub-clause (1) before the Chairperson in case of a Member and before the Governing Board in case of Chairperson.

(3) The Chairperson or the Governing Board, as the case may be, shall determine if the Member or the Chairperson has an interest which is likely to affect the decision by him.

(4) The Member or the Chairperson, as the case may be, shall refrain from dealing with that particular matter if the Chairperson or the Governing Board determines that there is a conflict of interests.

(5) The Chairperson or the Governing Board, as the case may be, shall assign that matter to another Member or a Committee of Members.

Maintenance of disclosures.

13. (1) The information as disclosed under this Charter shall be kept confidential and shall not be disclosed.

(2) Notwithstanding the provisions in clause (1), the information may be disclosed only to the authorised persons in the following circumstances where there is:

a. a requirement for disclosure for the purposes of managing potential or actual conflicts; or

b. any legal or regulatory obligation to disclose the information.

(3) The disclosures by a Member may be scrutinized under the authority of the Chairperson with due regard to Members’ areas of responsibility.

(4) The disclosures by Chairperson may be scrutinized under the authority of the Governing Board with due regard to Chairperson’s responsibility.

(5) The Secretary shall keep and maintain custody of documents / records pertaining to any disclosure made by Members under this Charter.

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