Markets and Investors

Code of Conduct

A dedication to the Client, to excellence, trust, ethics and responsibility, respect for people and institutions are the guiding principles of the Banco Postal, in all areas of its activity.

This is the basis on which all Bank employees - without exception – must fulfil their professional duties and conduct the daily relationships they establish with stakeholders: clients, other employees, business partners, regulators and the larger community within which they operate and interact.

The Code of Conduct of the Banco Postal covers this area of responsibility and excellence. This document informs each Bank employee of the principles and rules, which guide his or her performance and behaviour. These principles and rules should be studied, understood, assimilated and complied with by everybody, thereby constituting the standard of conduct for the governing bodies and all employees of the Banco Postal.

The Bank knows that its performance and public image, as well as the fulfilment of its mission depends largely on its Human assets, on each and every one of its employees, valuing a culture of freedom, but also of equal responsibility.

This Code of conduct will be reviewed annually to ensure it is fully up-to-date and complied with, notwithstanding the possibility of revisions being made whenever necessary.


GENERAL PROVISIONS

Article 1 - Object

The Code of Conduct (Code) establishes and defines the basic principles and rules to be observed in the professional activity of members of the Management Bodies, Inspection and Banco Postal Employees.

Article 2 - Scope

  1. In the Code, the below mentioned terms shall have the following meaning:
    1. “Bank” refers to Banco Postal, S.A.;
    2. “Management” are the members of the Board of Directors of Banco Postal;
    3. “Members of the Steering Committees" are all the individuals that make up the Steering Committees of the Banco Postal;
    4. “Employees” includes all persons in permanent or temporary employment with the Bank, regardless of their rank and / or their employment status;
    5. “Team leaders” covers all employees who direct the work of other employees as defined by the internal organizational structure at any given time.
  2. Any reference to "employees" also includes "team leaders".
  3. Any duties in the Code that are not expressly assigned to the Bank shall be considered as relating to Directors, to the leaders and employees, each according to the level of responsibility and functions assigned to them.

GENERAL DUTIES

Article 3 - Duty of Integrity and Honesty

  1. Members of the Management, Inspection bodies and employees must base their professional performance on the highest standards of integrity and honesty, fulfilling all legal, regulatory and internal provisions.
  2. Employees should take all appropriate measures at their disposal to prevent or thwart illegal practices of which they are aware, particularly incorporating the misuse of information or to substantiate an infringement of the rules in force, in particular those set out in this code, and shall immediately inform their superior of such practices.
Article 4 - Duty of Care

  1. Members of the Board of Directors have a duty of care to all organizational units to ensure they have high levels of technical expertise, availability and knowledge of the business, providing them with the necessary material and human resources to fulfil the expected levels of service.
  2. Each employee must perform their duties in a competent, efficient, and discreet manner, showing absolute respect for the legitimate interests of clients and other creditors.
Article 5 - Duty of Cooperation and Transparency

  1. Employees must cooperate with management bodies, Inspections and team leaders, being obliged to provide all work-related information as requested and in compliance with legal and regulatory provisions.
  2. Employees must keep all their work-related information and records in a highly organized manner and perform the functions assigned to them with full transparency.
Article 6 - Duty of Diligence

Members of the Steering Committees and team leaders should proceed with the diligence of a prudent and meticulous manager in accordance with the principle of risk spreading and application safety, showing strict respect for the interests of creditors and Clients in general.

Article 7 - Duty of Confidentiality

  1. Members of the Management, Inspection bodies and employees must maintain confidentiality and may not disclose or use information about facts or other information relating to the Bank's activities and its relations with its clients, access to which knowledge has come to them through performance of their work or provision of services.
  2. They are subject to confidentiality, in particular clients' names and other elements of personal information, accounts and their movements, as well as any other banking operations.
  3. The duty of confidentiality extends to relations of persons referred to in paragraph 1 of this article with others, as part of their duties or in situations outside work and the following rules must be followed:
    1. During work as well as during break, the utmost care should be taken in the handling or protection of secret and confidential information to which employees have access as a result of the work;
    2. The sending of documents to clients, when requested by them should be done with great caution, meticulously ensuring the identity of the person and accuracy of their address;
    3. Disclosure of information to third parties, even family members, agents, employees of clients or other third parties, requires the express permission of the Client for this purpose;
    4. The availability of the elements mentioned under the previous point should always be addressed through the appropriate channels for this purpose.
  4. The duty of confidentiality continues even after the termination of the mandate, employment contract or any other link between the Member of the Board, Supervisory Contributor and the Bank.
  5. The facts or elements covered by the duty of confidentiality may only be disclosed upon written authorization of the person to which they relate or in cases unambiguously provided for in Law, thus terminating its duty.
Article 8 - Duty of information and publicity

  1. The provision of mandatory or optional information to the public, clients or the competent authorities shall be carried out in strict compliance with legal and regulatory provisions and be true, current, clear, objective and lawful.
  2. Any activities such as advertising campaigns on behalf of the Bank or marketing of products or services should be promoted scrupulously respecting the laws and regulations specifically applicable.
  3. In advertising or marketing activities consumer interests must be met and the principles of legality, truthfulness, objectivity, clarity and timeliness must be respected.
Article 9 - Duty Not to Provide Public Information

Employees may not, without authorization from superiors, provide any public statements, give interviews, including the media, or engage in any kind of similar activity that refers to or may involve the Bank.

Article 10 - Trading on One’s Own Behalf

  1. Members of the Management, Inspection bodies and employees must strictly adhere to the existing rules and procedures for clients in any operations made on their own behalf.
  2. Members of the Management, Inspection bodies and employees may conduct on their own behalf, the deposit and trading of any securities, with or without the intervention of the Bank in accordance with the law and regulations applicable to the exercise of financial intermediation.
  3. Under no circumstances is any member of the Management, Inspection Bodies and employees allowed to perform operations on their own behalf, which may damage the interests or prospects of the Bank.
  4. Accounts that directly or indirectly dissimulate the identity of investment groups, and of which members of the Management Bodies, Supervisory or employees are account holders or joint account holders or have authority to use the account, are not permitted.
  5. All operations outside of the automatic channels available to clients and in which members of the Management Bodies, Supervisory or employees are involved either as instructors, petitioners or beneficiaries must be performed by someone other than the interested party and the process should be supported by instructions or other relevant written documentation. In such cases, conducting transactions where a conflict of interests exists is expressly forbidden even for the holder of the account in question.
  6. Accounts held by employees or any other person in a situation where a conflict of interest or duty exists according to the Code of Conduct or the law cannot be account manager for their own account.
  7. Accounts held by Branch Managers, whatever type of account cannot be held at the branch where the employee works.
Article 11 - Duty to Communicate Transactions

  1. Members of the Management and Supervisory Boards, as well as team leaders who, having regular access to inside information, participate in decisions about management and business strategies of the Bank, shall report to the Internal Audit all operations on their own securities held at the Bank or securities related to it, whatever their type.
  2. Any employee with access to inside information, must report all transactions on their own securities held at the Bank or securities related to them, whatever their type.
Article 12 - Exclusivity

  1. Given the high degree of responsibility and demands of the various duties of each employee as well as the rigor and transparency of the decisions underlying the Bank's activities, the performance of work should, as a rule, be exercised on an exclusive basis.
  2. All situations involving an employee in business or work activities outside the Bank must seek authorization from their immediate superior, thereby having the work approved as compatible with their bank functions.
Article 13 - Conflict of Duties or Interests

  1. Members of the Management, Inspection bodies and employees may not participate in the assessment or decisions about operations in which they, their spouse or common-law partner, relatives in the first degree or a company or entity in which the aforementioned have direct or indirect control, have a direct or indirect interest.
  2. Members of Management and Supervisory Boards, excluding the non-executive directors, are subject to limitations in obtaining credit, including bank guarantees, from the Bank, even indirectly, if the beneficiary is a spouse or relative in 1st degree or a company directly or indirectly controlled by a member or by some of those people - or in an equivalent way - is to translate in the divestment from the Bank of equity holdings in the company mentioned above.
  3. Members of the Management, Inspection bodies and employees shall promptly report to the Bank any conflict of duties or interests that could compromise the full observance of the standards of conduct applicable to them.
Article 14 - Solvency and Financial Integrity

  1. Members of the Management, Inspection bodies and employees must be meticulously responsible in the management of their financial position, and abstain from the following acts:
    1. Transactions in current accounts in violation of authorized limits and credit;
    2. Obtaining credit from other members of the Management and Supervisory Bodies, Employees or Clients in or by the performance of their duties;
    3. Obtaining credit from any third party in amounts or ways that can lead to the damage of their solvency or compromise their personal integrity;
    4. Any form of financial involvement with clients, especially involving movements between their bank accounts and those of members of the Management Bodies, Supervisory or employees, which might compromise that person’s personal integrity;
    5. Soliciting or accepting commissions for the performance of their duties or accepting donations, exchange or benefits of any other kind, in cash or in kind, which may constitute incitement to non-compliance or defective compliance with the professional duties and principles of conduct that are demanded.
  2. Members of the Management or Inspection Bodies and employees must refrain from the practice of gambling, directly or through an intermediary, with the exception of lotteries, bets with friends and other games of a social nature.
Article 15 - Presentation and Dress

  1. All employees - without exception - must ensure that their personal presentation in the workplace is professional and that they dress in a way that is consistent with and matches their professional function such that they present a professional, organized and respectful image to the client.
  2. Dress Code as applicable to Bank employees is part of a single document (Standards of Conduct - Dress Code) which is available to all employees.

SPECIAL DUTIES

Duties to clients

Article 16 - Relationship Duties

The Bank should treat all clients impeccably, adopting a professional attitude, based on polite dialogue, encouraging innovation and creativity, and maintaining the values of trust, respect, loyalty and confidentiality.

Article 17 – Equality of Treatment

The Bank must act in a way the treats all clients with equality, making no discrimination that does not result from the rights due to the client whether that be whether that be by virtue of the type, or of the priority of the instruction, or whether as a result of the application of any other legal provision or regulations in force.

Article 18 - Provision of Information

  1. The Bank shall provide the Client with information as requested, in accordance with existing procedures and in full compliance with the obligation of professional secrecy.
  2. It shall ensure that clients have:
    1. Clarification and information to facilitate informed decision-making, about the existence of potential risks and their financial consequences;
    2. Information, prior to the execution of operations or the provision of services, of any interest that the Bank may have in the same;
    3. Prompt and timely information, on both the implementation and results of operations the client instructs as well any problems or failure to complete, including any other relevant fact or circumstance not subject to professional confidentiality and that, in itself, justifies the amendment or repeal of orders or instructions given by client.
  3. In relation to paragraph 4 above, firstly the level of knowledge and experience the client possesses in these matters should be taken into consideration, and secondly, their financial situation and the consequences that may result from the execution of operation or provision of services requested, in accordance with its risk profile.
  4. The Bank must also ensure compliance with the detailed rules on information applicable to contracts for services involving distance communication means.
Article 19 - Asset Protection

The Bank shall ensure, by all legal means at its disposal, the protection of assets whose management or custody has been allocated to it, regardless of whether it is the property of the Client or the Bank.

Article 20 - Primacy of the Clients’ Interests

Priority must be given to the interests of clients, both in relation to the interests of the Bank, whatever their nature, and to those of their employees or members of the management or supervisory boards.

Article 21 - Conflict of interests

  1. When it is not clear from existing rules whether a conflict of interest exists, the question shall be considered and fairly resolved by superiors.
  2. Only in exceptional circumstances with prior authorization from above, preceded by a favourable opinion from superiors may Employees accept a mandate given by clients to conduct any actions or business, representing the interests of clients.
Article 22 - Complaints and Client Suggestions

  1. The Bank recognizes the importance of client contributions to the continuous improvement of its performance, and provides a number of forms aimed at rapid, efficient and transparent collection and consideration of complaints from clients.
  2. Employees must immediately report to their superiors any complaints and suggestions from clients, ensuring the forwarding of the same in order to ensure fair and timely service.

Duties to the Market

Article 23 - Good Market Practices

The Bank adheres to the strict and exacting market practices and competition inherent in its activities.

Article 24 - Market Defence Measures

  1. Without prejudice to the legal or regulatory standards, the Bank has internal documents regulating specific aspects of the exercise of financial intermediation, which welcomes best market practices.
  2. It prohibits the dissemination of false or misleading information, as well as fictitious transactions or participation in other unlawful actions aimed at changing the smooth functioning of exchange markets, money, securities or derivatives, or the disruption of its transparency and credibility.
Article 25 - Money Laundering and the Financing of Terrorism

The Bank complies with all procedures established by law and the current regulations, both internal and external, in order to avoid the use of the Bank for the purposes of money laundering of assets of illicit origin and terrorist financing.

Article 26 - Insider Information

  1. Any member of management or supervision bodies or employee who has access to inside information by any means, is forbidden from sending beyond the normal scope of their duties or to use it before it is made public, and particularly if he is chosen to negotiate a security, or any derivative that has as underlying asset a security, because of the knowledge that they may have, though the exercise of their duties, purchase orders or sale of the same.
  2. Insider information is understood, for the purposes of this Article, to be the information relating to the Bank or any of its clients or the securities issued by clients which have a precise nature and which has not been made public and that if disclosed, would be likely to have a significant effect on the prices of such securities or the underlying instruments or related derivatives.
Article 27 - Cooperation with Supervisory Authorities

The Bank shall cooperate promptly with the supervisory authorities in the strict framework of legal rules, given the scope of the specific assignments of those entities, refraining from raising obstacles to the exercise of their functions and providing the requested information in a rigorous, clear and timely manner.

Duties to the Environment

Article 28 - Sustainability

The members of the Management and Supervisory Bodies must always seek to ensure the long-term future of the bank providing sustainable development, which implies, in particular, the identification and management of risks in the long term, focusing on the profitability and future of the company as well as the adoption of sustainability criteria in the design of financial products which it promotes among its clients.

Article 29 - Environment

The Bank minimizes the environmental impacts of its activities, always seeking to optimize the available resources and prevent waste.

Article 30 – Use of Equipment

Employees must ensure the maintenance of equipment and other working means at their disposal, avoiding the misuse of property or causing waste, thus contributing to its efficient use.

Article 31 - Internet and E-mail

  1. The Internet and work e-mail may not be used for personal purposes that are unrelated to work duties.
  2. The use of the Internet and personal e-mail not related work duties should be occasional, brief and should not interfere with:
    1. The performance of computer servers;
    2. The productivity of the Employee;
    3. The operation of the Bank.
  3. The duty to cooperate with supervisory authorities as stated in Article 28, is manifest in particular in duty of employee to maintain his/her electronic mailbox, which is for the purposes of work and the permanent storage of messages, available for inspection and audit by the Bank, with the employee assuming responsibility for the immediate deletion of private e-mails received or sent, and which he /she considers should not be read by others.
  4. Importing unlicensed software or exporting Bank software is strictly prohibited, unless a particular download has been duly authorized for employees in writing by superiors, as regards to the constant software supplier list with whom the Bank has contracts and the offer via the internet or other software that are not providers, is considered relevant for each hierarchy and the Directorate activity.
  5. The use of any social networks via the Bank's facilities is forbidden The only exemption are for those whose level of work requires access and who have written authority to do so.

Duties of and to the Hierarchy

Article 32 - Duties

  1. Employees must be respectful, obedient and cooperative to the hierarchy within the scope of their professional relationship.
  2. Respect and professional care toward Employees on the part of management is both a duty, an asset to the Bank and a right of the employee.


ORGANIZATION AND INTERNAL CONTROL

Internal Organization

Article 33 - Organizational Structure

  1. The Bank shall adopt an efficient organizational structure, which is transparent and open to scrutiny, and which facilitates operations and the implementation of an effective monitoring system to ensure that operations are carried out properly, prudently and in a sustainable manner.
  2. The organizational structure is based on a coherent, clear and objective definition of competences and responsibilities of each unit of structure both in terms of reporting lines and authority as well as the level and scope of cooperation between the various structural units or functions and comprises an appropriate segregation of potentially conflicting activities.
  3. The organizational structure, including the role and responsibilities of each unit of structure and / or function, the lines of reporting and authority and the degree and scope of cooperation between the various structural units or functions, should be documented, analysed and periodically reviewed in order to ensure its continued suitability for the needs of the Bank at any given time.
Article 34 - Conflicts of Interest between Clients and the Bank

  1. The Bank shall adopt, in its internal operations, the necessary measures to resolve any situations of conflict or misuse of information which conflict with the law.
  2. In order to avoid conflicts of interest between the Bank and its clients, or between clients, and unless this is expressly allowed by law and the Board of Directors thus decide, the different areas of activity of the Bank should be organized and managed independently.
  3. For the purposes of the preceding paragraph, whenever possible, business activities and their respective operational services and control should be subject to physical and functional separation, ensuring a clear and strict separation between the activity of the bank’s own portfolio and that held by clients.
  4. The implemented internal organizational measures should allow as much as possible, the exclusive allocation of employees to each activity, without interference from any other areas likely to be in conflict.
Article 35 - Information Organization

The Bank shall seek to organize documentation and all media into archives in order to ensure its easy handling and identification, according to the needs of Internal and external Audit teams, and in compliance with the legal provisions and regulations in force.

Article 36 - Access to Information Systems (access cards, codes and passwords)

  1. The whole system, and the combination of elements that provide access to the Bank's information systems, is the only key for access to those systems. Access is individually assigned to each member of the management bodies or supervision team or Employee (holder), based on the needs of their position, to access the systems, perform and authorize operations.
  2. This form of access is not transferable, and therefore:
    1. Sharing access information with other shareholders or third parties is forbidden;
    2. Any misuse is the responsibility of the holder, and they will be subject to disciplinary proceedings, if applicable;
    3. It is the responsibility of the account holder to change their password whenever they suspect that it may be known to third parties;
    4. Obtaining fraudulently or the misuse by another holder of the account will trigger appropriate disciplinary proceedings internally, and if applicable, civil and criminal liability.

Internal Security

Article 37 - Internal Security System

  1. The internal security system adopted by the Bank, will cover the set of strategies, systems, processes, policies and procedures established by the Board of Directors as well as the actions undertaken by this body and the other employees of the institution, with the aim of ensuring:
    1. Efficient and profitable operation in the medium and long term, to ensure the efficient use of assets and resources, business continuity and the survival of the institution, in particular through proper management and operational risk control, a sound valuation of assets and liabilities, as well as the implementation of protection mechanisms against unauthorized use, whether intentional or negligent;
    2. Access to financial information and comprehensive management which is relevant, reliable and timely to support decision-making and control procedures, both internally and externally;
    3. Compliance with legal and regulatory provisions, including those relating to the prevention of money laundering and terrorist financing, as well as professional standards, conduct and practice, internal and statutory rules, codes of conduct and relationships with clients, the guidelines for governing bodies and regulatory recommendations in order to protect the reputation of the Bank and to prevent it from becoming object of sanctions.
Article 38 - Organizational Culture

  1. The organizational culture adopted by the Bank shall ensure that all employees recognize the importance of internal control, to ensure the sound and prudent management of operations, as well as respect for the rules of conduct in force
  2. All bank employees shall contribute to the internal control, and to this end, learn and know their role in the system in place.
  3. The internal control system shall be implemented consistently in all establishments and areas of the Bank, without exception.
Article 39 - Internal Control Mechanisms

  1. In order to meet the objectives of the internal control system effectively, the Bank must ensure that the areas of Internal Audit, Compliance and Risk Management have the necessary autonomy, freedom and power for the proper performance of their duties.
  2. Responsibility for this depends on:
    1. The Audit Department carrying out Internal Audits, developing systems of verification and permanent evaluation of the internal control system of the Bank;
    2. Compliance operating independently, continuously and effectively such that the range of legal obligations and duties to which the Bank is subject is effectively monitored, in order to protect the reputation of the institution and to prevent it from being subject to sanctions;
    3. Risk Management to ensure the effective implementation of the risk management system, through continuous monitoring of its fitness and effectiveness, as well as the appropriateness and effectiveness of the measures taken to correct any deficiencies in the system.
Article 40 - General Responsibilities of the Management Body

  1. The Board of Directors is responsible for the implementation and maintenance of an adequate and effective internal control system
  2. To accomplish the preceding paragraph, the Board of Directors shall:
    1. Detail the objectives and principles underlying the internal control system, incorporating them in the strategy and policies of the Bank, ensuring compliance by all employees;
    2. Ensure the existence of material resources and sufficient and adequate human resources to carry out the functions and tasks of the internal control system, providing the necessary training relating to this this issue.


DISCIPLINARY ACTION

Article 41 - Disciplinary Breaches

Breaches of the rules laid down in this Code of Conduct by employees is a punishable disciplinary offence under the applicable disciplinary regime, without precluding any civil, criminal or administrative offence that may occur.


REPORTING VIOLATIONS TO THE CODE OF CONDUCT

Article 42 - Duty to Report Breaches of the Code

  1. Employees must promptly report any irregularities to the attention of the Internal Audit Department including those provided for in this Code, as well as any serious irregularities relating to the administration, accounting procedures or internal oversight of the Bank.
  2. All reports of breaches of the code are guaranteed to be confidential, and all such reports can never constitute grounds for the initiation of any disciplinary proceedings, civil or criminal, or the taking of any discriminatory actions against the employee concerned.
Article 43 - Reporting Violations of the Code

  1. It is vital for the Bank that the public trust and believe all employees who represent the Bank work with honesty and integrity. The Bank therefore encourages the reporting of any Code of Conduct violations.
  2. Breaches involving attempted fraud, corruption or theft should be reported to the head of the Internal Audit Department of the Bank. Employees who violate the Bank's policies are subject to disciplinary action that can involve dismissal.
  3. The Bank, in accordance with proceedings instigated against the employee may notify authorities of the occurrences and proceed with a criminal case, if necessary.

How Should One act on Detecting a Possible Breach of the Code?

  1. Complete an Incident Report;
    1. Incident Report.
  2. On completing the report mentioned above, the employee can opt to remain anonymous or to identify himself/herself.

How to Report a Breach of Code of the Banco Postal, S.A?


  1. Any employee intending to report a breach or possible breach of the Code of Conduct, should do as follows:
    1. Print a Report describing the breach of the Code;
    2. Place the Report in a bank envelope and address it to the Internal Auditing Department and for the attention of "name of manager ";
    3. Place the envelope in the internal mail of the company;
    4. Situations should be reported on the day the employee becomes aware of the infringement. In any case the report must be made within 30 days of the employee becoming aware of the breach.
  2. The Manager in charge of these situations will examine the report and act accordingly.


FINAL PROVISIONS

Article 44 - Competition Rules

  1. The Code of Conduct is addressed to the persons referred to in Article 1 thereof, without precluding application to those recipients of any other regulatory sources, including legal, regulatory or internal.
  2. Where a simultaneous breach of rules occurs as set forth in this Code and other regulatory sources, this procedure will only apply when the rules in competition with the Code of Conduct, in accordance with the preceding paragraph, are less stringent than those set forth herein.
Article 45 – Clarification of Doubts About Situations of Breach of Code

If the employee simply wants to clarify a doubt about a situation, his manager can contact the manager of the Internal Audit Department, or even the Legal Department of the Bank.

Article 46 - Knowledge and Acceptance

It is assumed that all employees are fully aware of the Code of Conduct and its amendments, because they are disseminated and available to all via the portal of the Bank.

Article 47 – Effective Date

The Code of Conduct shall come into force following its approval by the respective Management Body.



Code of Conduct

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