This Code of Conduct (the “Code”) has been adopted by Nizari’s Board of Directors and summarizes the standards that must guide their actions. While covering a wide range of business practices and procedures, these standards cannot and do not cover every issue that may arise, or every situation where ethical decisions must be made, but rather set forth key guiding principles that represent the Nizari’s policies and NCUA rules & regulations in this regard. Reference to the Code set forth below and reliance on common sense and good judgment will help resolve issues not specifically dealt with in the Code. However, for interpretation / understanding the wider meaning or scope of the terms “Confidential Information”, “Conflict of Interest”, a reference may be made to the Chairman who may seek any general advice. In particular, following should be observed as a code.
- Board members should observe the highest standards of ethical conduct and abide by all applicable laws and regulations to which they are subject.
When exercising the powers and carrying out the tasks and duties conferred upon them, Board members are expected to act in the interests of Nizari to the best of their ability and judgment, consistent with their responsibilities to the regulators.
- As a part of good corporate governance practices, the members of the Board are expected to attend the Board meetings regularly and participate in the deliberations and discussion effectively.
- As Directors on the Board be providing broad directions to the management team and would undertake such steps as necessary for good corporate governance and compliance of all regulatory requirements. They will monitor the performance of the credit union on a periodic basis and provide guidance to the Management on key aspects relating to key policy matters.
- Board Members are expected to maintain the Confidentiality of non-public information about the Nizari or its activities or operation to which they have access by virtue of their functions as Board Members (Confidential Information). If Board members are required to disclose “Confidential Information” by reason of legal requirements, they should inform the Chairman of any such requirement, if practicable in advance, who may, if appropriate, raise the matter with the Board.
- When making public statements on Nizari related matters, Board members will refrain from making any statements on behalf of Nizari and in case there is a need, they will consult the Chairman.
- If a conflict of interest or appearance of a conflict of interest, with Nizari arises, the Board members are expected to take action, as appropriate, to address the conflict. The Board member should inform the Chairman, who may, if appropriate raise the matter with the Board.
- The members of the Board of Directors may seek information in the interest of Nizari from the CEO directly and from the members of the management committee of the credit union if necessary.
- It is expected from the members of the Board of Directors that they would not involve themselves in general or personal administration or day to day functioning of the credit union.
- The obligations set out in paragraph 6 of this Code shall continue after the Board member steps down or ceases to be on the Board.