This Code of Conduct (hereinafter referred to as "the Code") has been framed and adopted by SKS Microfinance Limited (hereinafter referred to as "the Company") in compliance with the provisions of Clause 49 of the Listing Agreements entered / to be entered into by the Company with the Stock Exchanges.

The Board Members and Senior Managers shall observe the highest standards of ethical conduct and integrity and shall work to the best of their ability and judgment.

The Board Members and the Senior Managers of the Company:

• Shall maintain and help the Company in maintaining highest degree of Corporate Governance practices.
• Shall act in utmost good faith and exercise due care, diligence and integrity in performing their office duties.
• Shall ensure that they use the Company's assets, properties and services, information and intellectual rights for official purpose only or as per the terms of their appointment.
• Shall not seek, accept or receive, directly or indirectly any gift, payments or favour in whatsoever form from Company's business associates, which can be perceived as being given to gain favour or dealing with the Company and shall ensure that the Company's interests are never compromised.
• Shall maintain confidentiality of information entrusted by the Company or acquired during performance of their duties and shall not use it for personal gain or advantage.
• Shall not commit any offences involving moral turpitude or any act contrary to law or opposed to the public policy.
• Shall not communicate with any member of press or publicity media or any other outside agency on matters concerning the Company, except through the designated spokespersons or authorised otherwise.
• Shall not, without the prior approval of the Board or Senior Management, as the case may be, accept employment or a position of responsibility with any other organization for remuneration or otherwise that are prejudicial to the interests of the Company and shall not allow personal interest to conflict with the interest of the Company. In case of Directors such prior approval must be obtained from the Board of Directors of the Company and in case of Senior managers from the Managing Director.
• Shall in conformity with applicable legal provisions disclose personal and/ or financial interest in any business dealings concerning the Company and shall declare information about their relatives (spouse, dependent children and dependent parents) including transactions, if any, entered into with them.
• Shall disclose the relationship (whether personal or commercial) existing with other Directors, employees, officers, vendors, suppliers, and members / borrowers and / or any transactions emanating there from with or on behalf of the Company or any of its affiliates should be disclosed to the Company and should be at arms length and at fair market prices. All transactions involving Board Members or Senior Managers of the Company will require the prior approval of the Board of Directors prior to consummation.
Shall ensure compliance of the other applicable codes, laws, rules, regulations and statutes, which if not complied with may, otherwise, disqualify him/ her from his/ her association with the Company.
• Shall ensure compliance of the other applicable codes, laws, rules, regulations and statutes, which if not complied with may, otherwise, disqualify him/ her from his/ her association with the Company.

SKS employs many people, each with his or her own personal values. Two of the values we must all share are integrity and a desire to have a good reputation. The reputation of SKS is one of our most important assets. Each and every employee is important in protecting our reputation.

Our reputation makes a big difference in our relationships with sangam members, business partners and lenders, in the marketplace, shareholders and in the communities where we do business. We desire to maintain, protect and enhance our reputation.

SKS employs many people. Our success depends on the contributions of all the people we work with. We should be fair and respectful in our dealings with our fellow employees. SKS is committed to

• Valuing diversity
• Equal opportunity employment
• Prohibition of harassment
• Workplace safety and
• Prohibition of use of drugs and alcohol in workplace

Our Sangam Members avail our financial services because they trust the transparency, value and quality of our services. We must conduct our business to preserve that trust.

SKS has invested substantial time, effort and resources in developing strong relationships with its business partners and lenders. Our business practices must preserve those relationships.

Our reputation in the public marketplace is an important asset. We must use our assets and business information in a responsible manner and in the best interests of our stakeholders.

SKS conducts business in many communities. We must be responsible citizens wherever we do business. SKS has a long-standing policy of compliance with all applicable laws and regulations. SKS also emphasizes the moral and ethical conduct of business in all of its operations.

This policy is formulated to provide opportunities to employees to access in good faith, to the management concerns (in exceptional cases, to the Audit Committee of the Company) in case they observe unethical or improper practices (not necessarily a violation of law) in the Company and to secure those employees from unfair termination and unfair prejudicial employment practices.

SKS recognizes that sexual harassment violates fundamental rights of gender equality, right to life and liberty and right to work with human dignity guaranteed by the Constitution of India. To meet this objective, SKS is unequivocally committed to institute measures to avoid, eliminate and if necessary impose punishment for any act of sexual harassment, which includes unwelcome sexually determined behavior.

SKS is also committed to creating a workplace where all employees of the Company, no matter what the size of the Company, can feel at ease with all other employees of the Company and can work effectively and professionally.

Every person is an individual, has unique levels of sensitivity and reaction to other people and what they say and do. This is an important issue to be made clear at the outset to every new employee of SKS. Sexual harassment is a serious criminal offence, which can destroy human dignity and freedom, and as an organization, SKS is committed to ensuring that it does not occur in our work place.

It is the policy of the Company that employees will avoid conflict of interest situations. The Company will establish procedures to ensure that all situations be reported where there is either the appearance of or the potential for a conflict of interest.

Conflict of Interest is a situation in which an interest interferes, or has the potential to interfere, with a person, organization or institution’s ability to act in accordance with the interest of another party, assuming that the person, organisation or institution has a (legal, conventional or fiduciary) obligation to do so.

The underlying principle to be used in determining if a conflict of interest situation should be reported is solely whether there would be the appearance or the potential for a conflict of interest. It is not a question of whether the individual will use confidential information for personal benefit, or would allow a conflict to adversely affect Company decisions.