Code of conduct

1.Introduction

Code of Conduct is an integral part of the formal governance regime in SME-Development Bank (Bank). This Code defines the core principles and ethical standards that form the basis on how we create value in our bank. Such principles and standards are further incorporated in other governing documents as appropriate.

 

Our Bank Code of Conduct applies to all employees and third-party suppliers as well as those acting on behalf of the bank. Corporate ethics of Banks and Companies are about how we behave towards each other and the customers. The Code has been the foundation of our bank corporate culture. Everybody associated with the bank shall comply with the rules and guidelines that build on the bank's basic values. In the bank, we want everyone to help create a sound corporate culture.

 

Whereas failure to perform can be excused, we can never compromise on our integrity. This is the way we shall conduct business in the bank and the way we shall create value for our customers, investors, staff and anyone benefiting from the services we provide.

 

The Code influences how we think about our actions and what we should and should not do. Every employee shall have an understanding of how this Code influences their daily work, and the ways to act accordingly. It is the personal responsibility of each employee to adhere to the applicable standards.

 

Members of Board of Directors, Top Management Officers, Head of Departments and Branch in-charges shall have an understanding of this Code as a platform for business decisions. We shall also have an understanding of own role in implementing, overseeing, assessing and following-up that an ethical atmosphere is created consistent with the requirements of this Code.

 

We shall comply with applicable laws and regulations. In the event that there are differences between such laws and regulations and the standards set out in our Code of Conduct, the highest standard consistent with applicable local laws shall be applied. Although the scope of this Code has been set to cover relevant ethical areas of conduct, there will be situations where this Code does not provide explicit guidance. In such situations the guiding principles shall be to act in the best interests of the bank, and to consult with your Head of Department when you are in doubt as how to act.

 

Any questions on how this Code shall be interpreted or applied shall be addressed with your Head of Department or applicable staff functions or branches. Any unresolved questions shall be addressed to Compliance Department.

 

  1. Our Community

A.Human rights

Human beings are entitled to be treated with respect, care and dignity. Bank’s business practices are not sustainable unless we base relationships on basic human rights with and between employees and appreciate diversity, cultural and other differences.

Our Standard – Bank supports and respects internationally proclaimed human rights including the UN Declaration and conventions on human rights.

Our conduct – Shall respect the personal dignity, privacy and rights of each individual you interact with during the course of work and shall not in any way cause or contribute to the violation or circumvention of human rights. If become aware of any situation in breach with the bank standards, please notify the Head of Departments/ Branch In-charges and Compliance Officer.

 B.Working conditions

Bank is committed to creating working conditions which foster fair employment practices and where ethical conduct is recognized and valued.

Our standard – Bank shall be a professional workplace with an inclusive working environment. Bank shall not employ or contract child labour or any form of forced or compulsory labour, as defined by ILO fundamental conventions. Bank is opposed to discriminatory practices and shall do its utmost to promote equality in all employment practices.

Our conduct – Shall act with integrity and treat the colleagues and others that meet through the work with respect. No direct or indirect negative discrimination shall take place based on race, colour, gender, sexual orientation, age, disability, language, religion, employee representation, political or other opinions, national or social origin, property, birth or other status. The bank does not tolerate degrading treatments towards any employee, such as mental or sexual harassment or discriminatory gestures, language or physical contact that is sexual, coercive, threatening, abusive or exploitative.

  1. Our Relationships

A.Customers

The Bank's mission is to accelerate the development of services and facilities for the small and medium-sized enterprises. To be able to provide banking services to ensure a bright future for the development of small and medium enterprises. Our mission is that we`re here to help customers. We exist to help our customers get the full benefit of being connected. Our success is measured by how passionately they promote us.

Our standard – Bank shall create growth by being preferred and trusted by customers and by delivering services in a cost-effective manner.

Our conduct – Bank shall meet customers with insight, respect and understanding. The key to achieving our vision and mission is a mindset where everyone works together with common values: Make it Easy, Keep Promises, Be Inspiring and Be Respectful. Bank shall always try to fulfil the needs of the customer in the best possible manner, whilst complying with laws, regulations and the Bank Way.

B.Suppliers

Our suppliers are essential to our ability to operate and provide products and services to our customers. As bank will be associated with its suppliers; their conduct may have an impact on bank’s reputation.

Our standard – Suppliers shall be treated fairly and equally. Suppliers to Telenor shall adhere to Telenor’s principles for supplier conduct.

Our conduct – When selecting suppliers, Bank shall follow the established guidelines and procedures. Bank shall help the suppliers understand the bank’s principles for supplier conduct. Bank shall also be alert to activity by suppliers that may be in breach of the bank’s principles for supplier conduct and report it to the Head of Departments/ Branch In-charges and Compliance Officer.

C.Corruption and bribery

Corruption is a threat to business and society in all countries. It is illegal and can result in fines and jail sentences for those involved. Anti-corruption is not only a legal obligation and an ethical standpoint. It is in our own interest to take a firm stand against corruption.

Our standard – Telenor has zero tolerance and is firmly opposed to all forms of corruption.

Our conduct – Bank shall never offer, give, ask for, accept or receive any form of bribe. A bribe occurs when someone attempts to influence a third party’s decision by offering an improper advantage. Bank shall not use agreements with middlemen to channel payments to anyone to facilitate corruption.

 D.Gifts and business courtesies

The distinction between corruption and gifts and business courtesies can be difficult to draw and due care must therefore be exercised.

Our standard – Bank do not offer or accept expensive or extravagant gifts or business courtesies. Nor do we offer or accept any cash or cash equivalents as gifts.

Our conduct – Bank shall always exercise caution in relation to offering or accepting gifts and business courtesies. Bank shall not accept gifts or other remuneration if there is reason to believe that its purpose is to improperly influence business decisions. If in doubt, always consult with the Head of Departments/ Branch In-charges and Compliance Officer.

E.Money laundering

Criminal activity is harmful to society. Money laundering in this context means to convert proceeds from criminal activities into assets which appear to be derived from legitimate sources.

Our standard – Bank is firmly opposed to all forms of money laundering.

Our conduct – Bank shall only conduct service and business with partners involved in legitimate business activities with funds derived from legitimate sources.

Bank shall follow the directives of Central Control Board to take reasonable steps to prevent and detect any illegal form of transactions, and mandatory practice of AML/CFT policies, strategic plans and supervision manual of Compliance Department to prevent the bank’s financial transactions from being used by others to launder money.

F.Information, communication and media

Stakeholders have legitimate rights to information about the bank and its performance. These rights can only be fulfilled if we provide correct, reliable, timely and relevant information as a basis for their assessment.

Our standard – Information from the bank shall be reliable and correct, and meet high professional and ethical standards. Communication with the media, the public and the financial markets shall take place in accordance with established procedures in compliance with the regulations and practices applicable to publicly listed companies. Bank respects and encourages its employees’ interests in being active citizens in the public domain.

Our conduct – Public information about the Bank shall only be communicated by the person responsible for public communications and by the bank management as per authorisation. Employees who participate in public debates are obliged to make sure that they clearly distinguish between their role as a private citizen and of that as an employee of the bank.

 G.Political activity

Bank does not want to take political positions or be associated with specific political movements. However, bank may participate in public debates which are of importance to the bank’s strategies and business performance.

Our standard – Telenor does not support political parties, neither in the form of direct financial support nor paid time. Employees may participate in legitimate political activities without reference to the bank or to the employment with the bank. Employees who take part in such activities will be granted leave from their work in accordance with law and applicable agreements.

Our conduct – Employee shall notify from the Head of Departments or Branch In-charges in advance if employee want to take such leave of absence. Any leave granted shall be within a reasonable timeframe and with due regard to the implications for the ongoing business activities, in accordance with law and applicable agreements.

  1. Bank Assets

A.Internal control and authority

Internal controls, including authority to represent and commit the bank, shall ensure that business processes are effective and carry an acceptable level of risk, that physical and intangible assets are safeguarded and utilised, that financial information is correct, complete and timely, and that laws, regulations and guidelines are followed.

Our standard – Bank shall have internal controls that ensure that the bank’s goals, strategies and business processes are effectively executed. All commitments shall be made in accordance with the applicable regulations concerning authority.

Our conduct – Bank shall follow established procedures and guidelines. If applicable procedures and guidelines do not exist employee shall act in the best interest of the bank. If employee is in doubt how to act shall consult with Head of Departments/ Branch In-charges and Compliance Officer. Employee may only enter into a commitment if authority to do so. The limits of the authority must not be exceeded. Internal controls are the responsibility of management, but the individual employees shall contribute to ensuring that effective and reliable business processes are in place.

B.Conflict of interest

Conflict of interest is when we have a personal or outside interest that conflicts with the best interest of the bank. A personal interest could be a financial interest in another company/ bank or in a transaction, a personal relationship, including but not limited to immediate family, or any interest or relationship that could improperly affect our judgement and decision making. Even if the bank believe that judgement will not in any way be affected by an outside interest, if others might reasonably think the interest is substantial, the appearance of a conflict may exist.

Our standard - Service to the bank shall never be subordinated to personal gain and advantage. Any decision on behalf of the bank shall be based on objective and fair assessment of the bank’s interest without being impacted by any other considerations. Existence of actual or perceived conflict of interest shall be disclosed to the Head of Departments/ Branch In-charges or other supervisory bodies as appropriate. Disclosed conflicts shall be processed in accordance with the bank’s governing documents.

Our conduct – Employees shall never take an active role or try to influence a decision if employees have an actual or possible conflict of interest, or other circumstances exist which could give grounds to question his/ her judgement unless prior written approval has been granted by the Head of Departments/ Branch In-charges. Such approval can only be given if it is deemed to be in the best interest of the bank. If a conflict of interest arises, employees shall at his/ her our own initiative evaluate circumstances that may imply a conflict of interest or his/ her impartiality and promptly notify the Head of Departments/ Branch In-charges and Compliance Officer of such circumstances.

C.Private interests and activities

Engagements in external positions and appointments may impact the working relationship with the bank or be in conflict with the bank’s business interests.

Our standard – Employees shall not hold external duties or positions with a scope and work load which may affect their work ability and capacity.

Our conduct – Prior to accepting any external duties or positions employees shall consider the impact on his/ her ability and work capacity. If employees believe the impact will be negative for the bank employees shall abstain from accepting such appointments.

 D.Confidentiality

Information may have value for the bank or may need to be kept confidential because it involves employees or third parties. Unauthorized access to such information may impair the value and have a negative impact on the bank’s reputation.

Our standard – In the bank we safeguard information that is of a sensitive nature or which is classified as confidential due to other reasons. Information from external parties shall be treated with minimum the same level of confidentiality as the bank own information. The duty of confidentiality also applies after the conclusion of employment or contractual relationship with the bank for as long as the information is confidential.

Our conduct – It is the duty to ensure that information create or receive is correctly classified and only disclosed in accordance with the bank’s rules and guidelines. Caution shall be exercised when discussing internal affairs to avoid being overheard by unauthorized persons. If confidential information is to be shared with external parties, it is the duty to ensure that a written confidentiality agreement is in place.

E.Social media and information sharing

As the increase usage of information on social media, personal emotions can reduce the rational judgment of business practices and adversely affect the interests of both the employees and the bank.

Our standard – Bank shall not interfere in the employees’ personal privacy. However, the personal feelings of the employees, it is ethical for an employee to speak up about duties, operation and services through Ethics and Compliance Channel.

Our conduct – Employees shall freely speak up about the bank business procedures, banking services and workplace conditions through Ethics and Compliance Channel. However, sharing this information on social media with personal feelings can damage the morale of the bank employees, as well as violate the law and shall blacklist in accordance with the rules. (This code has been issued by HR Department’s Internal Order No.20 dated 2019-10-31. Therefore, the bank assume that employees understand that posting and/ or sharing the information intended to harm the bank’s reputation via posting, commenting and sharing with real or fake social media accounts are subject to prosecuted under Electronic Act article 66(D).

 F.Personal data and privacy

Customers, employees and other related parties need to feel confident that personal data is processed in such a way that data is only used for legitimate business purposes.

Our standard – Bank’s processing of personal data shall be subject to the care and awareness which is required according to laws and regulations. Processing of personal data shall be limited to what is needed for operational purposes, efficient customer care, relevant commercial activities and proper administration of human resources.

Our conduct – Bank shall only collect, process, and store personal data for legitimate business purposes and keep such data no longer than necessary for the purposes for which any data was collected. Bank shall in particular process customer's personal information in accordance with the relevant laws and regulations on protection of personal data.

G.Intellectual property

Intellectual property such as trademarks, copyrighted works, inventions, trade secrets and know-how, are often valuable and may be important to the bank's success in the market.

Our standard – Bank’s intellectual property shall be safeguarded from unauthorized access, sharing and illegitimate use. Bank shall respect the intellectual property of others.

Our conduct – Bank shall protect and process intellectual property in the best interest of the bank. In particular employees shall not make unprotected intellectual property available to external parties without prior authorization from the Head of Departments/ Branch In-charges and a signed confidentiality agreement from such parties. Employees shall not infringe the intellectual property of others. In particular shall comply with all confidentiality obligations regarding trade secrets disclosed by third parties.

 H.Properties and assets

Bank’s assets represent significant values and are of importance to its success in the markets the bank operates.

Our standard – Bank's property and assets, e.g. buildings and equipment, shall be managed and safeguarded in a manner which protects their values. Bank’s property and assets shall be used only for business purposes unless agreed in employment terms or in compliance with the bank's procedures and guidelines.

Our conduct – Employees shall use the bank’s properties and assets with due care and in such a manner that the values are safeguarded. Employees shall observe the bank’s requirements, direction and guidance on safeguarding from external threats, including terrorism, cybercrime and fraud.

 

  1. Handling breaches

A.Reporting

Bank is determined to nurture a culture where employees feel confident to share ethical dilemmas and speak up about possible breaches. It is important to the bank that employees speak up. An important part of the Code of Conduct is to manage breaches of this Code, including relevant laws, regulations and Governing Documents. Such breaches are defined as Compliance Incidents. All Compliance Incidents shall be handled by the Compliance Department in accordance with the requirements defined in the Governing Documents.

 

Employees shall report any act that is likely to constitute a breach of the Code of Conduct to the Ethics & Compliance Hotline. Consult with Compliance Officer or Head of Departments/ Branch In-charges if employees need advice concerning the reporting of breaches. All reports are handled by the appropriate the bank Ethics & Compliance function. All reports will be handled confidentially. Employees may choose to remain anonymous, and no information from computer (like IP address) or telephone number is recorded. Bank does not allow reprisals of any kind against those who, in good faith, report a possible breach of the Code of Conduct.

 

Ethic & Compliance Channel

 

Hotline                        – +959 771 000 004

Email               – compliance@smedbank.com

 B.Sanctions

Those who breach the Code of Conduct must be prepared to face the consequences that reflect the type and scope of the breach. Serious breaches may lead to termination of the employment. Misconduct that may result in disciplinary action includes (but is not limited to) –

 

  • Breach or request others to breach this Code
  • Failure to promptly raise a known or suspected breach
  • Failure to cooperate in the bank investigations of possible breaches
  • Retaliation against any employee for reporting integrity concerns in good faith.

 

Compliance Department’s reviews and The Board of Directors shall take all action it considers appropriate to investigate any breaches. If a breach has occurred, the bank will take such disciplinary or preventive actions, as it deems appropriate.