ETHICAL CODE. Approved by the Board of Directors of Banco Popolare (last updated in: May 2013)

Transcription

1 ETHICAL CODE Approved by the Board of Directors of Banco Popolare (last updated in: May 2013) 1

2 INTRODUCTION Banco Popolare, a cooperative company listed on the Italian regulated market and the Companies of the Group with the same name (hereinafter jointly referred to as the Bank ), carries on its activity in the banking sector and, more in general, in the financial activities sector, mainly, but not exclusively, in Italy. In performing these activities, the Bank complies with legal and administrative regulations in force. Banco Popolare S.c. organises its own activities according to the rules and principles of cooperative lending (Credito Popolare) and bases its strategies and operating activities on the values that inspired the establishment and foundation of Cooperative Banks and in particular those from which the Bank arose. Furthermore, the Bank: Has adopted and complies with the Internal Code of Self-regulation (drawn up in compliance with ABI recommendations), the Code of Self-regulation for Listed Companies (issued by the Corporate Governance Committee, promoted by Borsa Italiana) and the other Codes and/or Charters and Regulations, adopted to regulate specific or general aspects of the Company s structures and activities, whether independently or as a consequence of measures of competent institutions; Encourages Group Companies to adopt the Codes of Self-regulation issued by trade associations to regulate their activities. The principles contained in this Code contribute to establishing the Bank s corporate reputation and its aptitude for being recognised as a group of responsible and reliable companies. These principles are also apparent in the adoption of the Organisation, Management and Control Model pursuant to Italian Legislative Decree 231/01 containing the Regulations governing the corporate administrative liability, which set forth rules for organisation and management in compliance with the values of social responsibility. The Code and its updates are defined and approved by the Board of Directors of the Parent Company Banco Popolare, which transmits them to all the Group Companies, which are in turn obliged to adopt them, basing their own activities on said principles and values. Each year Banco Popolare draws up a statutory financial statements in which it not only provides an account of the activity performed for the benefit of its stakeholders and the territories, but also of the self-regulation rules adopted and the activity performed to monitor compliance and to punish infringements. VALUES The values on which the Bank s activity is founded are the fundamental ethical values of honesty, loyalty, equity, transparency, respect of each individual and of freedom without distinction. These values are apparent in cooperative lending, which aims to support development of the territories in which the Bank and the Group Banks operate by offering financial services to households and businesses. 2

3 The Bank pursues long-term development and growth by providing customer service, making the most of its collaborators, maintaining proximity to the territories and the local communities and achieving profitability based on sound foundations, which allows it to ensure fair remuneration for all members and shareholders and to sustain the process of accumulating tangible and intangible capital. GENERAL PROVISIONS Article 1 - Scope of application and addressees The principles and provisions of this Ethical Code (hereinafter Code ) intend to facilitate and encourage observance not only of the Bank s values, but also of the general obligations of diligence, fairness and loyalty which must distinguish conduct in the work environment, performance of working services, activities of negotiation, assumption and fulfilment of the obligations of the Company and towards the Company. The principles and provisions of the Code are binding on the Directors, the Statutory Auditors, all persons having subordinate employment contracts with the Bank ( Employees ) and all those who work for the Bank, under any form of relationship ( Collaborators ). Directors, Statutory Auditors, Employees and Collaborators are hereinafter jointly referred to as Addressees or persons of the Bank. The Code shall be provided to third parties who receive mandates from or who have long-term relations with the Bank. Article 2 - Communication The Bank: Informs all Addressees of the provisions and application of the Code, demanding strict compliance: Provides every possible tool to facilitate its full application. The Code has been drawn up in Italian and in English and has also been translated into each of the languages of the countries where Group Companies operate. The Code is published on the website and on the respective websites of the Group Companies. It is also published in the company portals of Group Companies for the benefit of Employees. Specifically, through special and appropriate structures and oversight mechanisms, the Bank provides for, Interpretation and clarification of the provisions of the Code; Monitoring of its effective observance, with regard, on a preventive basis, to regulatory measures and those of a general nature and, on a subsequent basis, to individual measures, transactions and the actual conduct of Addressees; 3

4 Adoption of measures to remove the effects of infringements of the Code; Update of provisions to meet requirements that arise from time to time; Punishment of breaches of the Code. Article 3 - Responsibilities All Addressees carry out their working activity and tasks in formal and substantive compliance with every type of law, showing diligence, professionalism, efficiency, loyalty and fairness, using to the best advantage the tools and time at their disposal and assuming, in accordance with the position held, the responsibilities associated with their actions and/or failures to act. Persons of the Bank are also obliged to respect and protect corporate assets, by engaging in responsible conduct that is in line with the provisions of internal regulations and this Code. Specifically, all persons of the Bank must base their conduct on principles of information sharing, attention to the opinions and requests freely expressed by their collaborators, and clear assumption of their own and collective responsibilities. Article 4 - Legality, fairness and honesty Pursuit of the Bank s interest can never justify conduct that is contrary to applicable laws, whatever the rank or the source, and to principles of fairness and honesty. Article 5 - Impartiality In relations with counterparties and in internal relations, the Bank avoids any form of discrimination based on nationality, political opinions, trade union membership religious beliefs, racial or ethnic origin, gender and state of health of its interlocutors. Article 6 - Confidentiality Also in compliance with provisions of the law, Addressees must treat as strictly confidential the information they hold on the activities of the Bank and of Customers. Confidential information means data and knowledge that is not accessible to the public, however it may be processed or recorded, concerning the Bank s organisation, corporate assets, commercial and financial transactions scheduled or implemented by the Bank, judicial and administrative proceedings, relations with Customers and other institutional counterparties. No confidential information concerning the Bank, acquired or processed when performing or in connection with various activities, may be used, disclosed to third parties or disseminated, excepting within the limits of requirements imposed by correct working activity and, in any case, never for purposes other than institutional purposes. Persons of the Bank who, in accordance with internal regulations, are aware of confidential information, or who occasionally become aware of such information, 4

5 are obliged to observe the confidentiality restrictions established by the Bank and to ensure strict compliance with the provisions of the Code of Self-regulation. Inside information means information of a precise nature, which has not been made public, concerning, directly or indirectly, one or more issuers of financial instruments or one or more financial instruments which, if made public, could have a considerable effect on the price of said financial instruments. Processing and circulation (even within the Bank) of inside information must occur in strict compliance with provisions of applicable laws and regulations. Only persons identified by appropriate regulations are permitted to disseminate the aforesaid information and also to have direct relations with journalists and the media and said persons must comply with the timeframes and procedures established in the regulations. Article 7 - Information transparency and completeness Information disseminated by the Bank must be complete, transparent, comprehensible and accurate, so as to allow the Addressees to make informed decisions on relations to be entered into with the Bank. Article 8 - Conflicts of interest In performing any activity, the Bank endeavours to minimise situations of conflict of interest, whether real or even only potential. In addition to those defined by law, possible cases of conflict of interest also include the case in which one of the Addressees has an interest, other than the interest of the company or its shareholders, in a certain situation/transaction. Without prejudice to the rules of external and internal regulations, situations of conflict of interest must always be identified and appropriately handled, and, if required by the law, appropriately revealed in order to avoid damage to the Customers and counterparties in general. Without prejudice to the provisions of Article 2391 of the Italian Civil Code, when an Addressee holds a non-corporate interest that could damage third parties or the company, said Addressee must abstain from the activity. Article 9 - Accounting records Accounting entries must be drawn up in accordance with principles of transparency, truthfulness, completeness, clarity, reliability, reconstructability and must allow a reliable and accurate view of the corporate position to be drawn. Records must be kept by competent persons in accordance with the law and technical principles, in compliance with accounting procedures. Accounting records and related statements must be based on precise, comprehensive and verifiable information, also concerning the nature of the transactions to which they refers. For each accounting record, the supporting documentation must be easy to trace, so as to allow checks and analyses to be performed. The documentation must also allow identification of the persons involved in preparing the transaction s accounting entry, in deciding or implementing it and in 5

6 checking it, as well as of the procedures followed and the criteria adopted in assessments. Suitable and appropriate procedures for preserving accounting documentation must be adopted, in order to guarantee the authenticity and truthfulness of each document. Article 10 - Relations with control bodies, the independent auditors and other structures In relations with the corporate control bodies (Boards of Statutory Auditors, Supervisory Bodies pursuant to Italian Legislative Decree 231/01, Internal Control and Risk Committees set up within the Board of Directors, etc.) and with the independent auditors, each of the Bank s structures or functions, and each Addressee, must comply with the provisions of the Code, in accordance with their institutional roles. The requests for fulfilment of obligations or for documentation must be dealt with in a timely manner, with clear assumption of responsibility as to the truthfulness, completeness and accuracy of the information provided. The data and documentation requested must be provided in a prompt and comprehensive manner. Information provided must be accurate, complete, authentic and truthful, avoiding situations of conflict of interest, or at least reporting them in the appropriate form and according to appropriate procedures. The administration body assesses the possibility of entrusting assignments other than the mandatory audit to the independent auditors, in strict compliance with laws in force. Article 11 - Relations with trade unions The Bank bases its relations with trade unions on a responsible and constructive approach, favouring a climate of mutual trust and dialogue, endeavouring to always maintain profitable industrial relations. Article 12 - Relations with corporate assets Each person is directly and personally responsible for protecting and preserving the assets entrusted to them to carry out their duties and for using them in compliance with regulations established on the matter of preservation, protection and use of assets. 6

7 When sending s, Addressees must adopt the same attention, precautions and protocol used for ordinary mail. Use of the internet connection that may be provided, as well as telephones, including mobile phones, and , must be limited to strictly corporate purposes. Use of company vehicles and of all the assets and services provided to Addressees for performing the functions entrusted to them by the Bank, is strictly limited to corporate requirements. Personal use is only possible in the cases, according to the procedures and within the limits and at the conditions permitted by internal regulations or possibly, in special cases, established by the employment contract. Expenses incurred by Addressees for transport, living and accommodation shall be refunded by the Bank, only and strictly within the limits, timeframes and procedures established by internal regulations. Any abuse must be punished and shall lead to suspension, or in cases of more serious or repeated breaches, to revocation of the right to use the assets used unlawfully. Article 13 - Remuneration and incentive policies for subordinate personnel and for collaborators not bound to the company by subordinate employment relationships Remuneration and incentive policies are approved by the Ordinary Shareholders Meeting and adopted by the Board of Directors, which reviews them annually, defining the details for the professional positions indicated by the Supervisory Regulations. The Remuneration Committee, set up within the Board of Directors, provides advice and coordination on this matter, as established in its regulations. In compliance with the Supervisory provisions, the document which sets forth the remuneration policies, firstly defines all the objectives pursued, with regard to both the fixed and the variable salary component. For the variable component, it specifically explains the guidelines and key principles of the incentive schemes. It defines the criteria that allow for the disbursement of incentive bonuses, also taking into account the risks assumed, and ad hoc details are provided, broken down into homogeneous functions and roles of specific interest, with particular regard for those specifically indicated by the Supervisory Authority. Particular attention is then also given to the criteria for determining bonuses for the various professional groups, as well as to the average pay-mix data for each group, thus highlighting the ratio that is intended to be achieved between the fixed and variable components. The remuneration policies provide for distribution of bonuses linked to corporate results (incentive schemes), which may be cash or financial instrument-based, also as a result of a special provision of the Supervisory Authority. Financial instruments may also be used to retain employees. The use of financial instruments implies the provision of time limits within which the beneficiaries shall be able to avail of the financial instruments. The document setting forth the remuneration polices also explains the policies for termination of contract and the procedures for drawing up the remuneration policies, describing the roles and duties of the corporate structures involved in the process. 7

8 Information on the remuneration systems, policies and practices is provided to the Shareholders Meeting and to the public in accordance with the Supervisory Regulations and with Consob recommendations in force at the time. Article 14 - Compliance with laws In order to ensure compliance with laws, a special compliance function has been set up, with the specific task of checking that internal procedures are consistent with the need to prevent the breach or avoidance of external regulations (laws and regulations) and internal regulations (codes of self-regulation) applicable to the Bank. This function must meet requirements of independence, authority and professionalism and have access to all the activities performed at the Bank s central offices and peripheral structures. Article 15 - Internal control The Bank sets up an internal control system, entrusted to appropriate functions, provided with suitable structures that comply with the requirements of the law, of secondary legislation and of internal regulations. With the scope of their own functions and of the duties assigned, each Addressee must actively contribute to ensuring the best functioning of the internal control system and to developing a culture of internal control. Article 16 - Health and safety The Bank guarantees a work environment that complies with applicable health and safety regulations, ensuring fulfilment of all the obligations established by laws on: Legal technical-structural standards concerning equipment, plant, workplaces, chemical, physical and biological agents; Risk assessment activities and provision of consequent prevention and protection measures; Organisational activities and those concerning health surveillance, Employee information and training, monitoring of compliance with safe working procedures and instructions on the part of Employees; Acquisition of the documentation and certificates required by law; Periodic checks on application and effectiveness of the procedures adopted; Prevention of offences committed through breach of health and safety regulations. 8

9 Article 17 - Protection of the environment The Bank pursues the principle of protection and safeguard of the environment, in respect of the community in which it is established. To achieve this object, the Bank not only observes applicable laws, but also pays specific attention to: Collection and disposal of waste; Use of energy sources that are environmentally sustainable in qualitative terms; Reduction of energy consumption; Project financing projects linked to environmentally sustainable issues; Prevention of offences committed in breach of legislation for protecting and safeguarding the environment. Environmental sustainability is also a key aspect in relations with suppliers of goods and services as the Bank has decided to collaborate with companies that are highly qualified and sensitive to environmental issues. Article 18 - Anti-corruption policies The Bank punishes corruption without exception. Specifically, it is strictly forbidden for all those operating on behalf of the Bank, whatever their relationship with the Bank may be, to: Make, promise or facilitate, directly or indirectly, the payment of money or another benefit to a Public Officer or to a Private Person ; Accept or authorise someone to accept the promise and/or directly or indirectly acquire money, economic advantages, treatment that is more lenient than usual or any other benefit from any person, in order to: Perform any public function in an improper manner; Obtain, secure for themselves or maintain business or an unjust advantage concerning corporate activity, or permit others to do so; Unduly obtain or grant treatment in breach of regulations or provisions issued by the Bank. R E L A T I O N S W I T H S T A K E H O L D E R S Article 19 - Relations with Employees Employees, whose physical safety and mental health are considered primary values for the Bank, are guaranteed dignified working conditions in suitable work environments. The effective knowledge of all levels of regulations governing the activities that fall within their functions is a necessary requirement for assignment of duties. The Bank provides its Employees with suitable training and refresher courses to reach an adequate level of professional experience to be able to perform the duties assigned and it appraises their skills and aptitudes over time. The Bank recognises the importance of internal corporate communication towards Employees and facilitates it with special tools and initiatives designed to ensure all 9

10 collaborators are informed, feel involved and are able to work well in the Bank s interest with personal satisfaction. The Bank s Employees must be able to freely express their opinion and, if appropriate, their dissent. The Bank values the spirit of corporate identity and that of solidarity with and among persons of the Bank, with regard to professional and recreational activities, personnel currently employed as well as retired personnel, favouring appropriate associative initiatives and mutual organisations. Employees are recruited with a regular employment contract, as no form of irregular employment is tolerated. The Bank avoids any form of discrimination and guarantees transparency both when selecting Personnel and when managing and developing careers. The professional and personal profiles of candidates are assessed with objectivity in the exclusive interest of the Bank to recruit and promote the most suitable persons for the positions concerned. The Bank adopts suitable rules to ensure that personnel selection activities cannot be conditioned or appear to be conditioned by customer-related considerations. These rules include the prohibition on recruiting persons who have performed - with a position of responsibility - control, oversight and supervision activities of any form or type in the Bank in the 36 months prior to recruitment. Decisions relating to Personnel selection and all decisions concerning employment relationships must be motivated and documented by the competent organisational structure. The Bank forbids the proposal of increases in remuneration, other advantages or career advancement, in exchange for activities that are contrary to the law, this Code and internal rules and regulations. Article 20 - Relations with Customers The Bank strives to increase the number of Customers and their degree of satisfaction, endeavouring to provide a service to households, businesses and other public and intermediary authorities. It spreads the values of cooperative lending to its Customers, encouraging their entry into the shareholding structure and their participation in the life of the Bank. In relations with Customers, Addressees are obliged to ensure their conduct is characterised by pro-activity, courtesy, transparency, collaboration and attention and that adequate, complete and timely information is provided on the products and services offered. The products and services proposed to Customers must meet their actual needs and use of practices that are evasive, vexatious or in any case designed to coerce the Customer to take a decision or an action, is not permitted. The Bank adopts corporate policies consistent with the rules and principles of antimoney laundering legislation, which constitute an important aspect of its reliability on the market and in Customer relations. For this purpose, Addressees: Refuse to execute transactions deemed anomalous in terms of type, subject, frequency or size, or to establish or maintain relations that may appear anomalous in some aspect; Pay specific attention to attempted to transactions attempted or proposed by occasional users, especially if they involve a significant amount and entail anomalous execution procedures; 10

11 Forward a report to the Bank of Italy s Financial Intelligence Unit also with regard to transactions that have been refused or have not been concluded; Also assess anomalous aspects of the operating activity of other national or foreign intermediaries. In this context, specific attention is given to activity of intermediaries that do not have a very high reputation or persons operating in countries reported as non-cooperative. The degree of anomaly of a transaction is analysed with regard to the characteristics of the person executing it. Article 21 - Relations with suppliers of goods and services With the sole exclusion of services of a predominantly fiduciary nature, the Bank selects contracting parties using special procedures that must be clear, certain and non-discriminatory. Selection of suppliers and purchases of any kind of materials or services are solely and exclusively based on objective assessments concerning the quality, price, delivery capacity, service and maintenance of procurement sources that can satisfy corporate requirements. Relations with Suppliers are based on fairness and good faith and must be documented and possible to reconstruct. Contracts establish the condition that the Supplier must undertake to comply with the Code. Persons having relations with the Supplier are obliged to report any significant defaults and failure to comply with the Code to their superiors and to the Supervisory Body. No person of the Bank or person acting in its name may have relations with any Supplier if they have an interest, even if non-financial or indirect, in the Supplier s activity. The supply must be effectively provided at the contractually agreed conditions. Article 22 - Relations with the territories and the local communities Acting directly or through the foundations of which it has promoted or shall promote the establishment, the Bank contributes to and supports, using the means stated in its Articles of Association and those provided by current operations, institutions and initiatives of a religious, cultural, artistic, scientific, health, welfare, environmental and sporting nature and more generally those of common or social interest, concerning the territories in which the Bank has or intends to have firm rooting. These initiatives must be appropriately motivated, also with regard to the reasonableness of the economic commitment, the quality of the initiatives and the participants and the sound economic and social benefits for the territory affected by the initiative. The Bank does not support events or initiatives with political objectives and refrains from supporting, with financial and other means, political parties and representatives, trade unions and/or their representatives. No Addressee of this Code who has interests, even if non-financial or indirect, that are in any way related or attributable to political parties, political and trade union organisations and associations representing collective interests or categories or with persons who are members, may maintain relations in the name or on behalf of the Bank unless duly authorised and vested with suitable powers. It is strictly forbidden to promise or pay for any reason, even indirectly, or using sham transactions, money or other benefits to the persons referred to in the 11

12 second paragraph of this article, or to persons related to said persons by family, personal or business ties. Anyone who is aware of requests for money or other benefits made by the aforesaid persons is obliged to promptly inform their superiors and the Supervisory Body. Article 23 - Relations with Public Institutions Institutional relations with the Supervisory Authorities, the Institutions and the Public Authorities in general are exclusively reserved to the competent functions and are based on principles of fairness and transparency, in respect of reciprocal roles, excluding any conduct and/or attitude intended to improperly and/or unduly influence action or that may even only appear to do so. Any Addressee of this Code who has interests, even if non-financial or indirect, that are in any way related or attributable to Public Administration and, in general, to Italian, supranational or foreign public bodies or to persons belonging to them, cannot maintain the aforesaid relations in the name or on behalf of the Bank, unless duly authorised and vested with appropriate powers. Article 24 - Relations with Supervisory and Control Authorities The Bank s relations with the national, supranational and foreign Supervisory and Control Authorities are inspired by principles of legality, transparency and sincere cooperation. With the assistance of specially dedicated functions, the Bank maintains, if required, constant and punctual information flows with the Authorities, ensuring the completeness, truthfulness and integrity of the information provided, the objectivity of assessments and their timely transmission. Article 25 - Rules concerning gifts, applicable to all relationships The use of gifts to support current business operations is exclusively designed to promote the Bank s image and cannot exceed, in terms of value and/or intensity, customary business and courtesy practices, or compromise the independent judgment, fair conduct, integrity and reputation of the recipient. It is strictly forbidden for Addressees to accept from Suppliers, or aspiring suppliers, gifts, benefits or advantages, direct or indirect, of any kind or type, if they are not of modest value. In the event of doubt as to this requirement, Addressees must obtain prior written approval from their direct superior. Gifts may only be given to Addressees of the Bank if and within the limits previously approved by the Administration Body and/or by the bodies delegated by it. Addressees who receive goods, services or other benefits in a manner that does not comply with the above must immediately inform the Supervisory Body. IMPLEMENTING AND FINAL PROVISIONS Article 26 - Knowledge of the provisions of the Code 12

13 Every Bank Employee is informed of the contents of this Ethical Code, which the Bank has undertaken to disseminate, through publication on the corporate intranet portal which involves the assumption of a regulatory commitment by Personnel. The competent functions must request formal acceptance of the provisions of this Code by the Bank s consultants, external collaborators and suppliers. Article 27 - Reporting Each Addressee is obliged to immediately report any breach of this Code or of the Organisation, Management and Control Model adopted by the Bank pursuant to Italian Legislative Decree 231/01. In any case the Bank undertakes to investigate any breach of which it otherwise becomes aware. The report must be made to the Supervisory Body at the postal address or address that each Group company publicises with the most suitable means. Reports of breaches shall only be taken into consideration if they contain sufficient information to identify the elements of the breach and to allow an appropriate investigation to be carried out. The Bank shall not tolerate any form of retaliation for reports made. In any case, the confidentiality of the reporting person s identify shall be ensured, without prejudice to legal obligations and to protection of the rights of the Company or of persons accused wrongly or in bad faith. All Addressees of the Code are also obliged to cooperate in internal investigations concerning breaches and conduct that does not comply with this Code. Article 28 - Consequences arising from breach of the Code The Bank shall not tolerate breaches of the provisions set forth in this Code and in the Organisation, Management and Control Model adopted by the Bank pursuant to Italian Legislative Decree 231/01. With regard to Employees, each breach on their part shall constitute a disciplinary infringement and shall lead to infliction of the penalties set forth in Article 7 of Italian Law 300/70 and subsequent integrations and amendments and in Article 2106 of the Italian Civil Code and, if the breach committed should also constitute breach of the Organisation, Management and Control Model adopted by the Bank pursuant to Italian Legislative Decree 231/01, application of the penalties envisaged by the Model. With regard to external collaborators, each breach shall give rise to contractual liability and, as such, may be subject to penalty. With regard to members of the corporate bodies, unless established otherwise, each breach on their part must be subject to penalty, with measures proportional to the breach, imposed by the corporate body of which they are member. The competent corporate functions report periodically to the Supervisory Body and to the Administration Body, providing details of the more significant breaches, including those attributed to Addressees who are not Employees, as well as of the consequent measures adopted or being adopted. 13