Based on recommendations of INTERNATIONAL ORGANIZATION OF SECURITIES COMMISSIONS (IOSCO)
A credit rating agency is expected to observe highest standards of integrity and fairness in all its dealings. CARE Ratings Africa Private Limited (CRAF) is committed to continuously reviewing and monitoring its policies and procedures to align them with global best practices. CRAF's code of conduct presented here is aligned with the 'Code of Conduct Fundamentals for credit rating agencies' (the 'IOSCO Code') revised in May 2008 issued by the International Organization of Securities Commissions (IOSCO).
This code shall be available to public on CRAF's website. However, by making this code available to the public CRAF does not assume any responsibility or liability to any third party arising out of or relating to this code. This code shall not form a part of any contract with any third party and no third party shall have any right (contractual or otherwise) to enforce any of this code's provisions, either directly or indirectly. CRAF in its sole discretion may revise this code to reflect changes in market, legal and regulatory circumstances and changes to CRAF's control, policies and procedures.
CRAF expects all employees to comply with this code and the related policies and procedures. Any exceptions to this code or the related policies and procedures should be approved in writing by the Compliance Officer of CRAF who shall be responsible for interpretation of this code and the related policies and procedures. Failure to comply with this code and the related policies and procedures could be sufficient reason for disciplinary action.
1. QUALITY AND INTEGRITY OF THE RATING PROCESS
1.1. CRAF shall adopt, implement and enforce written procedures to ensure that the opinions it disseminates are based on a thorough analysis of all information known to CRAF that is relevant to its analysis according to the CRAF's published rating methodology.
1.2. CRAF shall use rating methodologies/criteria that are rigorous, systematic, and, where possible, result in ratings that can be subjected to some form of objective validation based on historical experience.
1.3. In assessing an issuer's creditworthiness, analysts involved in the preparation or review of any rating action shall use methodologies/criteria established by CRAF. Analysts shall apply methodology/criteria existing at the time of rating/review in a consistent manner, as determined by CRAF.
1.4. Credit ratings shall be assigned by the Rating Committee comprising competent and experienced professionals and not by any individual analyst employed by CRAF. Ratings shall reflect all information known, and believed to be relevant by the Rating Committee, consistent with CRAF's published methodology/criteria and CRAF shall use people who, individually or collectively have appropriate knowledge and experience in developing a rating opinion for the type of credit being applied.
1.5. CRAF shall maintain internal records to support its credit opinions for a reasonable period of time or in accordance with applicable law.
1.6. CRAF and its analysts shall take steps to avoid issuing any credit analyses or reports that contain misrepresentations or are otherwise misleading as to the general creditworthiness of an issuer or obligation.
1.7. CRAF shall ensure that it has and devotes sufficient resources to carry out high-quality credit assessments of all obligations and issuers it rates. When deciding whether to rate or continue rating an obligation or issuer, it shall assess whether it is able to devote sufficient personnel with requisite skill sets to make a proper rating assessment, and whether its personnel likely will have access to sufficient information needed in order to make such an assessment. To rate or continue rating an obligation or issuer, CRAF shall devote sufficient personnel with sufficient skill sets to make a proper rating assessment, and such personnel shall have access to sufficient information needed in order make such an assessment. CRAF shall adopt reasonable measures so that the information it uses in assigning a rating is of sufficient quality to support a credible rating. If the rating involves a type of financial product presenting limited historical data, CRAF shall make clear, in a prominent place, the limitations of the rating.
1.7.1. CRAF shall ensure that a senior manager or team of managers with appropriate experience reviews the feasibility of providing a credit rating for a type of structure that is materially different from the structures that it currently rates.
1.7.2. CRAF shall establish and implement a rigorous and formal review function responsible for periodically reviewing the methodologies and models and significant changes to the methodologies and models it uses.
1.7.3. CRAF shall assess whether existing methodologies and models for determining credit ratings of structured products are appropriate when the risk characteristics of the assets underlying a structured product change materially. CRAF will refrain from issuing a credit rating where the complexity or structure of a new type of structured product or the lack of robust data about the assets underlying the structured product raises serious questions as to determine a credible credit rating for the security.
1.8. CRAF shall structure its rating teams to promote continuity and avoid bias in the rating process.
1.9. In accordance with CRAF's rating policies and procedures, once a rating is accepted, CRAF shall monitor it on an ongoing basis (except for ratings that are carried out as one time exercise), and update the rating by: a. regularly reviewing the issuer's creditworthiness; b. initiating a review of the status of the rating upon becoming aware of any information that might reasonably be expected to result in a rating action (including withdrawal of a rating), consistent with the applicable rating methodology/criteria; and, c. updating on a timely basis the rating, as appropriate, based on the results of such review. Any change in ratings criteria and assumptions shall be applied where appropriate to both initial ratings and subsequent ratings.
1.9.1. CRAF has common analytical teams for determining initial ratings and for subsequent monitoring of structured finance products. The teams shall have the requisite level of expertise and resources to perform their respective functions in a timely manner.
1.10. With a few exceptions, CRAF typically withdraws rating only when the rated instrument is fully redeemed or if there is no instrument outstanding. Where CRAF makes its ratings available to the public, it shall publicly announce if it withdraws rating of an issuer or obligation. Where CRAF's ratings are provided only to its subscribers, CRAF shall announce to its subscribers if it withdraws rating of an issuer or obligation. In both cases, publications by CRAF of the withdrawn rating through its website shall indicate that the rating was withdrawn.
1.11. CRAF and its employees shall comply with all applicable laws and regulations governing its activities in each jurisdiction in which it operates.
1.12. CRAF and its employees shall deal fairly and honestly with issuers, investors, other market participants, and the public.
1.13. CRAF's analysts shall be held to high standards of integrity, and CRAF shall not employ individuals with demonstrably compromised integrity.
1.14. CRAF and its employees shall not, either implicitly or explicitly, give any assurance or guarantee of a particular rating prior to a rating assessment. This does not preclude CRAF from developing prospective assessments used in structured finance and similar transactions.
1.14.1. CRAF prohibits its analysts from making proposals or recommendations regarding the design of structured finance products that it rates.
1.15. The Company Secretary / compliance functionary of CRAF would be responsible for CRAF and CRAF's employees' compliance with the provisions of its code of conduct and with applicable laws and regulations.
1.16. Upon becoming aware that another employee of CRAF is or has engaged in conduct that is illegal, unethical or contrary to CRAF's code of conduct, an employee of CRAF shall report such information immediately to the individual in charge of compliance or an officer of CRAF, as appropriate, so proper action may be taken. CRAF's employees are not necessarily expected to be experts in the law. Nonetheless, its employees are expected to report the activities that a reasonable person would question. Any CRAF officer who receives such a report from a CRAF employee is obligated to take appropriate action, as determined by the laws and regulations of the jurisdiction and the rules and guidelines set forth by CRAF. CRAF's management prohibits retaliation by other CRAF staff or by CRAF itself against any employee who, in good faith, make such reports. In case any staff is found guilty on this count, CRAF shall take disciplinary action upto and including termination of employment.
2. INDEPENDENCE AND AVOIDANCE OF CONFLICTS OF INTEREST
2.1. CRAF shall not forbear or refrain from taking a rating action, if appropriate, based on the potential effect (economic, political, or otherwise) of the rating action on CRAF, an issuer, an investor, or other market participant.
2.2. CRAF and its analysts shall use CRAF and professional judgment to maintain both the substance and appearance of independence and objectivity.
2.3. The determination of a credit rating shall be influenced only by factors known to the Rating Committee that are believed by it to be relevant for credit assessment.
2.4. The credit rating CRAF assigns to an issuer or issue shall not be affected by the existence of or potential for a business relationship between CRAF (or its affiliates) and the issuer (or its affiliates) or any other party, or the non-existence of su ch a relationship.
2.5. CRAF – rating and other functions: CRAF shall maintain an arm's length relationship between its rating and other functions.
2.6. CRAF shall adopt written internal procedures and mechanisms to (1) identify, and (2) eliminate, or manage and disclose, as appropriate, any actual or potential conflicts of interest that may influence the opinions and analyses CRAF makes or the judgment and analyses of the analysts. CRAF shall disclose such conflict avoidance and management measures
2.7. CRAF's disclosures of actual and potential conflicts of interest shall be complete, timely, clear, concise, specific and prominent.
2.8. CRAF shall disclose the general nature of its compensation arrangements with rated entities. a) Where CRAF receives from a rated entity compensation unrelated to its ratings service, such as compensation for consulting services, CRAF shall disclose the proportion such non-rating fees constitute against the fees CRAF receives from the entity for rating services. b) CRAF shall make disclosure where it receives 10 percent or more of its annual revenue from a single issuer, originator, arranger, client or subscriber (including any affiliates of that issuer, originator, arranger, client or subscriber). c) CRAF shall encourage structured finance issuers and originators of structured finance products to publicly disclose all relevant information regarding these products so that investors and other CRAs can conduct their own analyses independently of the CRA contracted by the issuers and/or originators to provide a rating. CRAF shall make disclosure in their rating announcements whether the issuer of a structured finance product has informed it that it is publicly disclosing all relevant information about the product being rated or if the information remains non-public.
2.9. CRAF and its employees shall not engage in any securities or derivatives trading presenting conflicts of interest with CRAF's rating activities.
2.10. In instances where rated entities (e.g., governments) have, or are simultaneously pursuing, oversight functions related to CRAF, CRAF may, to the extent possible, deploy different employees to conduct its rating actions than those employees involved in its oversight issues.
2.11. Reporting lines for Analyst and their compensation arrangements shall be structured to eliminate or effectively manage actual and potential conflicts of interest. a) An analyst will not be compensated or evaluated on the basis of the amount of revenue that CRAF derives from issuers that the analyst rates or with which the analyst regularly interacts. b) CRAF shall conduct formal and periodic reviews of compensation policies and practices for Analysts and other employees who participate in or who might otherwise have an effect on the rating process to ensure that these policies and practices do not compromise the objectivity of the its rating process.
2.12. CRAF analysts shall not be involved in deciding the commercial terms of the rating assignment. This is decided by the business development group /Senior Management.
2.13. No CRAF Employee/Rating Committee Member shall participate in or otherwise influence the determination of rating of any particular entity or obligation if the Analyst/Rating Committee Member or member of his family (family includes self, dependent spouse, dependent parents, dependent children, dependent parents in laws): a. Owns securities or derivatives of the rated entity, other than holdings in diversified collective investment schemes; b. Owns securities or derivatives of any entity related to a rated entity, the ownership of which may cause or may be perceived as causing a conflict of interest, other than holdings in diversified collective investment schemes; c. Has had been employed or had other significant business relationship with the rated entity in the immediately preceding one year that may cause or may be perceived as causing a conflict of interest; d. Has an immediate relation (i.e., a spouse, partner, parent, child, or sibling) who currently works for the rated entity; or e. Has, or had in the immediately preceding one year, any other relationship with the rated entity or any related entity thereof that may cause or may be perceived as causing a conflict of interest.
2.14. CRAF's analysts and anyone involved in the rating process (or their dependent spouse, partner or minor children/family member) shall not buy or sell or engage in any transaction in any security or derivative based on a security issued, guaranteed, or otherwise supported by any entity within such analyst's area of primary analytical responsibility, other than holdings in diversified collective investment schemes except as permitted under CRAF's internal securities trading policy.
2.15. CRAF employees are prohibited from soliciting money, gifts or favors from anyone with whom CRAF does business and are prohibited from accepting gifts offered in the form of cash or any gifts exceeding a minimal monetary value.
2.16. Any CRAF analyst who becomes involved in any personal relationship that creates the potential for any real or apparent conflict of interest (including, for example, any personal relationship with an employee of a rated entity or agent of such entity within his or her area of analytic responsibility), shall be required to disclose such relationship to the appropriate manager or officer of CRAF.
2.17. CRAF shall review the past work of analysts that leave the employ of the CRAF and join an issuer the CRAF analyst has been involved in rating, or a financial firm with which the CRAF analyst has had significant dealings as part of his or her duties at the CRAF.
3. CRAF's RESPONSIBILITIES TO THE INVESTING PUBLIC AND ISSUERS
3.1. CRAF shall distribute in a timely manner its ratings decisions regarding the issuers and securities it rates.
3.2. CRAF shall publicly disclose its policies for distributing ratings, reports and updates.
3.3. CRAF shall indicate with each of its ratings when the rating was updated. Rating methodologies will be disclosed on CRAF's website.
3.4. Except for "private ratings" provided only to the issuer, CRAF shall disclose to the public, on a non-selective basis and free of charge, any rating regarding publicly issued securities, or public issuers themselves, as well as any subsequent decisions to discontinue such a rating. Brief rationales of the ratings are provided on CRAF's website.
3.5. CRAF shall publish sufficient information about its procedures, methodologies and assumptions (including financial statement adjustments that deviate materially from those contained in the issuer's published financial statements) so that outside parties can understand how a rating was arrived at by CRAF. This information will include (but not be limited to) the meaning of each rating category and the definition of default and the time horizon the CRAF has used when making a rating decision. a) In case of structured finance product rating, CRAF shall provide investors and/or subscribers with sufficient information about its loss and cash-flow analysis so that an investor allowed to invest in the product can understand the basis for the rating. CRAF shall also disclose the degree to which it analyzes how sensitive a rating of a structured finance product is to changes in the CRAF's underlying rating assumptions. b) CRAF shall differentiate ratings of structured finance products from traditional corporate bond ratings, through a different rating symbology. CRAF shall also disclose how this differentiation functions. CRAF shall apply such differentiation in a consistent manner for all types of securities to which that symbol is assigned. c) CRAF shall assist investors in developing a greater understanding of what a credit rating is, and the limits to which credit ratings can be put to use vis-à-vis a particular type of financial product that it rates. CRAF shall clearly indicate the attributes and limitations of each credit opinion, and the limits to which CRAF verifies information provided to it by the issuer or originator of a rated security.
3.6. When issuing or revising a rating, CRAF shall explain in its brief rationales and reports the key elements underlying the rating opinion.
3.7. Where feasible and appropriate, prior to issuing or revising a rating, CRAF shall inform the issuer of the critical information and principal considerations upon which a rating will be based and afford the issuer an opportunity to clarify any likely factual misperceptions or other matters that CRAF would wish to be made aware of in order to produce an accurate rating. CRAF will duly evaluate the response. Where in particular circumstances CRAF have not informed the issuer prior to issuing or revising a rating, CRAF shall inform the issuer as soon as practical thereafter and, generally, shall explain the reason for the delay.
3.8. CRAF would publish periodic default and transition studies on its ratings when the information on such studies covers a statistically significant level of information. These studies will explain the methodologies, assumptions and limitations.
3.9. CRAF undertakes only ratings solicited by issuers It would hence not be necessary to separately disclose whether each rating has been initiated at the request of the issuer.
3.10. Because users of credit ratings rely on an existing awareness of CRAF methodologies, practices, procedures and processes, CRAF shall fully and publicly disclose any material modification to its methodologies and significant practices, procedures, and processes. Where feasible and appropriate, disclosure of such material modifications shall be made prior to their going into effect. CRAF shall CRAF fully consider the various uses of credit ratings before modifying its methodologies, practices, procedures and processes.
3.11. CRAF shall adopt procedures and mechanisms to protect the confidential nature of information shared with it by issuers under the terms of a confidentiality agreement or otherwise under a mutual understanding that the information is shared confidentially. Unless otherwise permitted by the confidentiality agreement and consistent with applicable laws or regulations, CRAF and its employees shall not disclose confidential information in press releases, through research conferences, to future employers, or in conversations with investors, other issuers, other persons, or otherwise.
3.12. CRAF shall use confidential information only for purposes related to its rating activities or otherwise in accordance with any confidentiality agreements with the issuer.
3.13. CRAF employees shall take all reasonable measures to protect all property and records belonging to or in possession of CRAF from fraud, theft or misuse.
3.14. CRAF employees shall be prohibited from engaging in transactions in securities when they possess confidential information concerning the issuer of such security.
3.15. In preservation of confidential information, CRAF employees shall familiarize themselves with the internal securities trading policies maintained by it, and periodically certify their compliance as required by such policies.
3.16. CRAF employees shall not selectively disclose any non-public information about rating opinions or possible future rating actions of CRAF, except to the issuer or its designated agents.
3.17. CRAF employees shall not share confidential information entrusted to CRAF with employees of any affiliated entities. CRAF employees shall not share confidential information within CRAF except on an "as needed" basis.
3.18. CRAF employees shall not use or share confidential information for the purpose of trading securities, or for any other purpose except for the conduct of CRAF's rating's business.
4. DISCLOSURE OF THE CODE OF CONDUCT AND COMMUNICATION WITH MARKET PARTICIPANTS
4.1. CRAF shall disclose to the public its code of conduct and describe how the provisions of its code of conduct fully implement the provisions of the IOSCO Principles Regarding the Activities of Credit Rating Agencies and the IOSCO Code of Conduct Fundamentals for Credit Rating Agencies. If CRAF's code of conduct deviates from the IOSCO provisions, CRAF shall explain where and why these deviations exist, and how any deviations nonetheless achieve the objectives contained in the IOSCO provisions. CRAF shall also describe generally how it intends to enforce its code of conduct and shall disclose on a timely basis any changes to its code of conduct or how it is implemented and enforced.
4.2. CRAF's CEO/CRO /Executive Director (s) shall be responsible for communicating with market participants and the public about any questions, concerns or complaints that CRAF may receive. Executive Director(s) will help ensure that CRAF's officers and management are informed of those issues so that it could be taken note of when setting the organization's policies.
4.3. CRAF shall publish in a prominent position on its home webpage links to (1) the CRAF's code of conduct; (2) a description of the methodologies it uses; and (3) information about CRAF's historic performance data.
CODE OF CONDUCT for CRAF
CRAF has aligned its code of conduct with ‘Code of Conduct Fundamentals for credit rating agencies’ (the ‘IOSCO Code’) issued by the International Organization of Securities Commissions (IOSCO), as amended upto March 2015

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