January GROUP CODE OF CONDUCT

Transcription

1 January 2013 GROUP CODE

2 GROUP COMMITMENT 1 GROUP COMMITMENT Through its retail and corporate & investment banking networks, and through all its business lines based on insurance, investor services, specialised financing and savings management, Société Générale intends to build lasting relationships with its clients, based on trust. To act with a responsible attitude, the Group underpins its development with a shared heritage of values in conducting its business. These values are themselves based on the ethical demands of its employees, clients and stakeholders. Every manager is individually responsible for applying them within their own remit. The actions of Group employees are governed by the Code of Conduct and comply with all Group directives and instructions. 2

3 GROUP COMMITMENT General principles RESPECT HUMAN AND SOCIO-ECONOMIC RIGHTS AND RESPECT THE ENVIRONMENT The Group undertakes its development while abiding by basic human and social rights and respecting the environment everywhere that it conducts its business. It acts in accordance with and cooperates with those international initiatives it has chosen to endorse, which include: the UN Global Compact; the Statement by Financial Institutions on the Environment and Sustainable Development (United Nations Environment Programme); the Equator Principles; the Wolfsberg AML Principles. The Group seeks to improve the impact of its activities on society and the environment in conjunction with stakeholders, to use natural and energy resources economically, and to incorporate environmental and social factors in its financing and investment decisions and in its business lines. COMPLY WITH BUSINESS-RELATED LAWS, REGULATIONS AND STANDARDS The Group and its employees everywhere comply with applicable agreements, laws and regulations, and with international commitments and agreements that the Group has endorsed. Together, they conduct their business while abiding by professional policies and procedures and ethical practice. They ensure the transparency and honesty of information disclosed to the finance community, supervisory authorities, shareholders, clients and the public in general. Business operations, the organisational structure, and procedures must comply with ethical professional practice and policies and procedures set out by senior management. Internal control mechanisms employed by the Group ensure that this is the case. Societe Generale is actively involved in combating both money laundering and financing terrorism, in cooperation with the relevant authorities. To do so, the Group has produced policies and procedures that apply worldwide, including where they are more stringent than local legislation. 3

4 GROUP COMMITMENT ENCOURAGE DIVERSITY AND RESPECT INDIVIDUAL PRIVACY In accordance with the French Diversity Charter which the group endorsed in 2004, every entity encourages diversity and refrains from practising any form of discrimination whatsoever with regard to its staff, job applicants, clients, business partners or suppliers. Every entity ensures its adherence to policies and procedures relating to freedom of association and working conditions, and refrains from making use of forced or bonded labour or child labour in the sense of the International Labour Organisation conventions, even where local legislation so permits. Societe Generale and its employees respect individuals privacy, whether they are clients, partners or staff. They request only that information that is of use in serving the interests of clients and partners, improving the quality of service provision, complying with their statutory obligations or in a contributing towards the management of the company. The Group observes political neutrality and refrains from supporting any political organisations or activities through donations or subsidies, even where local legislation so permits. It respects the commitments of those of its employees who, as citizens, wish to participate in public life. 4

5 GROUP COMMITMENT Commitments TO CLIENTS Heirs to a long tradition of consumer and corporate services, Société Générale Group puts all its energy and skills to use in working towards its primary purpose client satisfaction. Energised daily by its team spirit, the Group establishes and maintains lasting relationships with clients based on trust, expertise and respect for all of their legitimate interests. It intends to establish itself as the benchmark in relationship banking, chosen for the quality and commitment of its staff in supporting the financing of the economy and its clients plans. This intention takes the form of a number of projects all sharing the objective of continuous improvement in quality of service. Societe Generale makes use of its in-depth knowledge of its clients to: offer them products and services appropriate to their situation and requirements, to bring their plans to fruition or anticipate financing needs; advise and inform them, taking into account their level of expertise and the conditions or risks connected to certain transactions. The Group enters contractual relationships only with those clients whose practices are, or aim to be, consistent with its own general principles. It prevents conflicts of interest between its business lines and clients by means of separate structures and thorough procedures. It refrains from acting as an agent where doing so is likely to lead to a conflict of interests with its principal, unless the principal agrees. It guarantees to maintain the confidentiality of inside information that it holds about a company or financial instrument under all circumstances, and to refrain from using or disseminating it for purposes other than those for which the information was disclosed to the Group. Its employees comply with strict rules intended to restrict the circulation of inside information. They adhere to stock market regulations covering their personal transactions involving financial instruments (the duty to disclose or abstain from trading, as notified to every employee to whom they apply). Societe Generale ensures that every employee who might possess inside information owing to their role in the organisation abides by the ethical policies and procedures set down by the Group. 5

6 GROUP COMMITMENT TO EMPLOYEES Societe Generale Group has confidence in the skills, loyalty, integrity and commitment of its employees, who constitute the company s leading asset. The Group knows it can count on their sense of responsibility to govern their behaviour in their working lives. It expects them to avoid any conflict of interest situation. The Group pays particular attention to their working conditions especially as regards health and safety. It involves them in Group governance by fostering dialogue, information and discussion. It respects their privacy. The Group recruits staff solely on the basis of its requirements and each applicant s individual qualities. It develops their professional skills and increases their responsibilities with no discrimination of any kind, and in particular no discrimination based on faith or beliefs, sex, age, ethnic origin, or membership of a political, religious, or trade union organisation or any kind of minority. The group protects them from any form of harassment in the workplace, consistent with the legal and regulatory provisions in individual countries. All employees have regular meetings with their line management during which objectives are set and development plans are drawn up. TO SHAREHOLDERS Societe Generale and its listed subsidiaries aim to deserve their shareholders trust with the objective of ensuring the profitability of their investment and the longevity of the business. It undertakes to maintain a lasting dialogue with them, in particular by means of the shareholders consultative committee. The Group regularly provides shareholders with accurate, full and transparent information. 6

7 GROUP COMMITMENT TO SUPPLIERS AND SERVICE PROVIDERS Societe Generale undertakes to adhere to the abovementioned general principles with respect to its suppliers and service providers. In return, the Group expects them to adhere to principles equivalent to those in the Group s Code of Conduct. Societe Generale ensures that all parties interests are taken into consideration, transparently and in accordance with contract terms. TO COUNTRIES WHERE THE GROUP IS ACTIVE The Group respects the cultures and environment of countries where it operates. Through its business activities, it contributes to the economic and social development of these countries. Working as it does in a regulated industry, the Group undertakes to cooperate fully with public and professional bodies responsible for supervising or verifying the compliance of its activities in those territories where they have jurisdiction and where the Group conducts its business. It ensures compliance with the rules regarding transparency and accuracy of information used by supervisory bodies, the financial community, shareholders, clients and the general public in countries where it conducts its business. 7

8 INDIVIDUAL AND COLLECTIVE CONDUCT GUIDELINES 2 INDIVIDUAL AND COLLECTIVE CONDUCT GUIDELINES The harmonious development of Societe Generale is based on trust; trust between employees and trust between the Group and its employees. Maintaining this trust requires adherence, at all levels, with a certain number of rules regarding conduct. Some clear and well-defined principles make useful benchmarks. They do not cover every ethical situation but serve as guidelines where there is doubt or uncertainty regarding the stance to adopt. All employees always adhere to all agreements, directives and instructions from the Group. 8

9 INDIVIDUAL AND COLLECTIVE CONDUCT GUIDELINES All employees demonstrate loyalty and fairness and foster good relationships with their colleagues. They undertake to act with an ethos of team spirit, responsibility, courage, thoroughness and discipline. They ensure that Group activities dependent on them are conducted in accordance with existing Group policies and procedures as regards protection of health, safety and the environment. They take the social, economic and environmental consequences of their decisions into consideration. Over and above compliance with laws and regulations, all employees act with integrity both inside and outside the company when they are representing it. Restraint is to be exercised when making statements on any Group-related matter outside of the Group, unless authorised to speak on its behalf. Employees contribute towards the implementation of best practices at Societe Generale. They cooperate with internal audit and control processes diligently and transparently. 9

10 INDIVIDUAL AND COLLECTIVE CONDUCT GUIDELINES Maintaining the confidentiality of information Business confidentiality is an essential component of the banker s role. It applies under all circumstances and to all types of media, including new communication channels such as social networks. Individuals are the custodians of and responsible for the confidential information they receive. They may only use such information internally for business purposes and must not disclose it outside the company unless permitted to do so or where required to do so by the law or at the request of the courts or supervisory bodies for the banking profession. Some confidential information may be deemed inside information in the sense of banking and financial regulations. Employees in possession of inside information, either owing to their role or unintentionally, are subject to special confidentiality obligations and a duty to disclose or abstain from trading. Electronic mail is to be categorised on the basis of the confidentiality level of the information it contains. Personal accounts are not to be used for sending confidential information. Confidentiality agreements are required before confidential information can be sent to external business addresses. Dealings with clients and suppliers All employees meet the commitments made in their dealings with the Group s clients, partners and suppliers. Employees treat them fairly and make any choices necessary on the basis of objective criteria. All corrupt practices are prohibited. Any employee subject to pressure or requests from third parties must report it to line management. Gifts to clients or their representatives must be modest and comply with the rules set by Group entities. The same applies as regards individuals in positions of public authority, government officials and similar persons. If need be, employees are to seek advice from their line management on the stance to be adopted. Similarly, employees will strictly adhere to the value limits applying in their entity to gifts or invitations from a client or any other business relationship. To avoid any questionable situation arising, employees are to seek advice if need be from their line management on the stance to be adopted. As part of the anti-money laundering provisions, all employees are continuously vigilant, and follow the identification and know your customer procedures for clients or instructing parties, along with all transaction verification procedures. 10

11 INDIVIDUAL AND COLLECTIVE CONDUCT GUIDELINES Use of resources All employees ensure that the company s tangible, intangible, financial and property assets are protected. Employees use them reasonably in compliance with the policies and procedures governing their use and application, as communicated to staff. Employees must not make excessive personal use of the equipment and services made available to them. They strive to use resources economically and to take account of environmental aspects in their decision making. Conflicts of interest All employees refrain from maintaining personal relationships with clients, partners and suppliers which could compromise their professional duties or place them in a situation of conflict of interest. They are to report to line management any conflict of interest to which they might be subject. Staff must avoid their own interests or those of their immediate circle entering into conflict with the Group s interest. Where there is any doubt about particular transactions or situations with respect to this Code of Conduct or any applicable instructions, employees should seek advice from their line management. All employees must avoid taking any financial interest in a competitor, supplier or client without prior permission in writing from their line management. Where employees may be considered as Group representatives, they refrain from involving the Group or any Group entity in any public activities or responsibilities that they may exercise outside of the Group. 11

12 COMPLIANCE WITH THE CODE 3 COMPLIANCE WITH THE CODE All permanent and temporary employees comply with the Code of Conduct. The Group s senior management ensure this Code is applied and that the actions of all employees comply with it, irrespective of their responsibility level. Compliance with the Code of Conduct is in particular enforced by the application of the internal policies and procedures of the Group and its entities. In particular, an overview of the Group normative documentation relevant to the Code, as at 1 September 2012, is appended to this document. 12

13 COMPLIANCE WITH THE CODE Whistle-blowing Any Group employee is entitled to raise a warning if he or she believes they have good grounds for considering an instruction received, or a planned transaction, or more generally any given situation is not in compliance with the policies and procedures that govern the conducting of the Group s business. This entitlement is limited to the areas covered by the Code of Conduct and the internal and external documents and texts to which the Code refers. How whistle-blowing works Group employees are entitled to raise warnings in the course of their work about any events of which they have direct or indirect knowledge. This right is to be exercised responsibly, with restraint, and in a non-defamatory manner. Warnings may be raised at several levels. The normal and preferred route is to use direct line management, it being understood that matters may also be referred to higher levels. The recipients of a warning judge what subsequent action is to be taken over the issue reported and ensure the protection of whistle-blowing employees. The recipient of a warning is to ensure that the necessary investigations are conducted under the maximum possible confidentiality compatible with the demands of the investigation. Other routes are also available: Direct referral to the Compliance Department or to compliance staff found in subsidiaries or branch offices; where there is no compliance manager in a particular location, referral to a senior manager in the Department designated for the purpose; Lastly, issues can be referred to the Group Corporate Secretary ( alert.alert@socgen.com), either directly or in the last instance, especially if the situation giving grounds for the initial warning persists. Warnings are raised in writing (paper or ) and include the whistle-blower s identity. However, an oral report (telephone or meeting) may precede the written report. 13

14 Ref. (B) Studio Societe Generale +33 (0) /2013