CODE OF ETHICS FOR FINANCIAL PROFESSIONALS

PURPOSE

This Code of Ethics for Financial Professionals [Code of Ethics] sets out the key ethical requirements and standards of conduct applying to persons who are involved in preparing, compiling and filing financial statements and other financial disclosures of the Bank and its subsidiary (hereinafter referred to as "Financial Professionals"). Its main purposes are:

  • to promote sincere and ethical conduct, including the prevention of situations where there is actual or potential conflict of interests;
  • to promote transparency, honesty, integrity and moral conduct in the performance of Financial Professionals' duties;
  • to comply with the regulatory framework applicable, particularly with respect to due preparation of corporate (on both a stand-alone and consolidated basis) financial statements of the Bank and its subsidiary, as well as of any other financial disclosures;
  • to ensure complete, correct, accurate and timely filing of financial statements and any other financial disclosures;
  • to submit in due time internal reports in the event of breach hereof, and
  • to bind Financial Professionals to comply with the provisions hereof and the ethical rules underlying the regulatory framework applying to the Bank and/or its subsidiary.

SCOPE

The Financial Professionals subject to this Code of Ethics include:

1. The executive members of the Board of Directors, the Deputy General Manager (CFO- Chief Financial Officer), the Head of Finance and MIS Division and the Head of Accounting and Financial Control Division.

2. The executive members of the Board of Directors and the Chief Financial Officer of Bank's subsidiary.

3. All persons serving in a division or department of the Bank or of Bank's subsidiary who are responsible for preparing the financial statements and recording the financial results of the Bank or of Bank's subsidiary, and for preparing the consolidated financial statements of the Bank and its subsidiary.

At the Bank level, the persons mentioned at point 3 above are the employees of the Finance and MIS Division and the Accounting and Financial Control Division.

KEY PRINCIPLES

Financial Professionals are required:

1. to comply, in performing their duties, with the requirements of the statutory and regulatory framework governing the operation of the Bank and its subsidiary;

2. to comply with the Code of Conduct and Internal Regulation of the Bank and its subsidiary;

3. to comply with the Policy regarding management of the conflicts of interests of the Bank and its subsidiary;

4. to avoid situations where there may be conflict of duties or conflict between their personal interest and that of the Bank and/or its subsidiary. In the event that their personal interest does not or may not coincide with the interest of the Bank and its subsidiary, Financial Professionals should demonstrate integrity and honest conduct;

5. such cases should be reported to the Bank's Compliance Division, which, after assessing the grounds of the relevant report, shall notify accordingly the Director Coordinator of the Internal Control Functions and the General Manager (CEO). With respect to Bank's subsidiary, the above cases shall be reported to the Compliance Unit and then to the Management of the respective company. The Audit and Risk Management Committee of Bank's Board of Directors shall be informed on a regular basis through the quarterly/annually reports prepared by Compliance Division, and extraordinarily in the event of significant conflict of interest;

6. to strictly protect the confidentiality of all non-public information regarding the Bank and its subsidiary and their customers obtained in connection with their duties; to comply with all applicable laws and regulations regarding banking secrecy, personal data protection and, in general, confidentiality requirements in connection with banking issues; to take all reasonable measures to prevent the unauthorized disclosure of such information to any third party, unless required to do so by applicable law or by legal, regulatory or other public authority. In any case of confidential data disclosure to third parties, the prior consent of the Bank's Compliance Division is required, unless expressly stated by law;

7. to ensure that the information contained in (i) Bank's official reports filed with competent regulatory bodies, and (ii) Bank's public communications, is complete, accurate, timely and intelligible, and that all such information is presented in accordance with applicable rules and regulations; to cooperate, to this end, with Secretariat Division in case of public communications;

8. to promptly notify the Compliance Division of any violations hereof, who will inform the Audit and Risk Management Committee of Bank's Board of Directors ;

9. to establish and maintain a good working relationship with the external auditors of the Bank and the Bank's subsidiary and to provide all necessary assistance for them to complete their audit;

10. to confirm in writing that they have read, understood and agree to comply fully with this Code of Ethics. To understand that they will be held accountable for any violation of this Code of Ethics in accordance with the Internal Regulation of the Bank or its subsidiary where they are employed, the law, the internal regulations and the respective employment contract.

Human Resources Division has the responsibility to assure the filling-in of the Statements and further on, to keep this record at the employee's file.

GOVERNANCE

Bank's Board of Directors has the authority to adopt and approve this Code of Ethics, following the recommendation made by the Audit and Risk Management Committee, in line with a relevant recommendation of the Group Compliance & Corporate Governance Division and/or Bank's Compliance Division.

The Management of the Bank and its subsidiary is responsible for the effective implementation of this Code.

The Compliance Division monitors application hereof and is responsible for updating the Audit and Risk Management Committee of Bank's Board of Directors on the implementation of this Code of Ethics at Bank and its subsidiary level. Furthermore, Compliance Division proposes revision hereof to the Audit and Risk Management Committee and the Board of Directors.

The Audit and Risk Management Committee notifies the Board of any violations hereof and proposes appropriate corrective measures. In addition, it recommends to the Board of Directors to approve or reject any requests for exemption from the provisions hereof on recommendation of the Compliance Division, pursuant to chapter V here in below.

EXEMPTIONS

Requests for exemption from the provisions of this Code of Ethics shall be submitted by the parties concerned to the Audit and Risk Management Committee of Bank's Board of Directors, having the Compliance Division recommendation (while for the Bank's subsidiary to its Audit Committee), which is competent to decide whether to recommend for approval such request. Any approval made by the Board of Directors, further Audit and Risk Management Committee recommendation to exempt a specific person from the provisions hereof, as well as the reasons for such approval are disclosed pursuant to the provisions of the applicable regulatory framework.

FINAL PROVISIONS

This Code of Ethics for Financial Professionals applies in addition to Bank's Code of Conduct, the respective Codes of the Bank subsidiary, the Bank's Internal Regulation and the respective Regulations of its subsidiary, as well as any other professional codes of conduct that apply to Financial Professionals. In the event of overlapping provisions the stricter one shall apply. The absence herein of an express guideline, practice, or instruction with respect to a specific case does not release Financial Professionals from their commitment to demonstrate the highest standard of ethical conduct appropriate under the circumstances.

Each employee and Financial Professional of the Bank is obliged to report promptly any violations hereof to the Compliance Division, while for its subsidiary, to its Compliance Unit. Such report shall be treated in confidence.