Code of ethics

Code of ethics

Message on behalf of the Management

01.07.2020

OTP Bank Group is a prominent market participant of Hungary and the CEE region. The secret of OTP Bank Group success is that thanks to the Group members’ headquarters located in the CEE region, the 70 years of experience and customer base of 17 million, the Group members comprehends the requirements of their clients and are able to satisfy them efficiently. The undiminished dedication of our colleagues, their openness to new solutions and their creativity all guarantee future success.

In addition to increasing the shareholder value, profitability and efficiency, the management of risks and lawful operation, as well as the efficient enforcement of business, ethical and internal controls are of utmost importance in the operation of the Bank.

As an ethical and law-abiding institution, OTP Bank Romania S.A. and its entire Management are committed to complying with all laws, including anti-corruption laws, and follows the principle of zero-tolerance in respect of corruption and bribery – it is strictly against all forms of corruption, and supports anti-corruption conduct.

Our knowledgeable and committed employees, acting according to our high standard of ethics, are key to our success. All employees of the OTP Bank Group are expected to perform their work in full compliance with the ethical and professional standards.

Transparent operation, as well as the harmonisation of the interests of clients and the bank are of utmost importance. We are convinced that ethical operation substantially contributes to the enhancement of the bank's performance and competitiveness, as well as its domestic and international reputation.

The basis and guidelines of ethical business operation are summarised in the Code of Ethics. Familiarisation and compliance with the document, and the monitoring of the changes are key requirements from all employees and agents.

OTP Bank Romania, subsidiary of OTP Bank Plc. and member of OTP Bank Group, is an integrated and self-financed provider of financial services. With an approach defined by responsibility, commitment and professionalism, OTP Bank Romania is aware of its clients’ needs and aims development in line with the strategic directions and guidelines of OTP Bank Group. 

One of OTP Bank Romania's key requirements towards its employees is that they must grant the utmost importance to moral and professional integrity and that they strive to meet the highest moral and professional standards during their daily activities.

The quality of our banking products and services is the result of our declared mission statement to have the courage to foster excellence, professional skills, to have an integrated ethical conduct both at the level of each employee and organizational level.

Thus, OTP Bank Romania SA and its Management have adopted ‘’the principle of zero tolerance’’ towards corruption, bribery and fraud, taking a definite stance against all these forms.

Equally important is for OTP Bank Romania S.A. to make sure that the transparency and prudentially principles are applied and fully observed in the course of its activities.

We believe that the practices of ethical operation significantly contribute to the continuous improvement of OTP Bank Romania's performance, competitiveness and its recognition; therefore we apply all instruments available to maintain and to raise our standards of ethics aiming maintenance of OTP Bank Romania’s reputation.

Further to development of efforts from the bank to financial mentor statute, the effort of each employee is based on responsibility assuming, knowledge, compliance and observance of ethics values in order to ensure the progress and stability of OTP Bank Romania SA.

Consequently, OTP Bank Romania is assuming responsibility to regularly inform its stakeholders, audience with a view to its strategic objectives, activities and trends referring to business ethics, as it contained by Code of Ethics.

1. INTRODUCTION

The Group adopted its Code of Ethics in 2006, which – in line with the external and internal changes and requirements – is continuously changing and developing. The Code of Ethics is based on international standards, best practices and own operational experiences, which take into consideration the requirements imposed on the Bank and practical feasibility.

OTP Bank Romania S.A. (hereinafter referred to as "Bank") Code of Ethics (hereinafter referred as “Code”) formulates clear and unambiguous guidelines and requirements for both the Bank and those affiliated with the Bank, in respect of ethical business operations, in order to protect the Bank's values.

The Code of Ethics has a broad spectrum and prohibits all forms of illegal activities.

The Bank’s statutory corporate governance system simultaneously serves customerconfidence and satisfaction, the increase of shareholder value and social responsibility.

Compliance with the rules of ethics and ethical operations within, the Bank is supervised by the Ethics Committee, in accordance with the principles and expected forms of conduct stipulated in the Code of Ethics.

The Ethics Committee is responsible for developing strong guiding lines to describe ethical behaviour by presenting the conduct to be adopted in general and particular cases and how to interpret it in decision-making.

The Bank provides the opportunity to report violations of the Code of Ethics either in person, by over the phone or in e-mail; in addition, itdoes its utmost to protect the employees reporting infringements from discrimination and unfair treatment: it prohibits the application of retaliatory measures or negative consequences against anyone reporting in good faith any presumed or real breaches of the values and principles of the Code of Ethics.

The Bank attaches particular importance to making sure that the employees familiarise with and develop awareness of the norms of ethics, therefore it conducts an e‐learning programme for every single employee, while reviews and monitors compliance with those norms on a regular basis.

 
2. THE PERSONAL SCOPE OF CODE OF ETHICS

The Code of Ethics specifies obligations for the Bank's members of its Management Board and Supervisory Board (hereinafter collectively referred to as "management body"), its employees (therefore mentioned collectively referred to as "employees") and its agents. For the purposes of the Code of Ethics "agents" include representatives, experts, intermediaries, consultants, agents per se, subcontractors and suppliers, along with enterprises and natural persons in contractual relationships with the Bank under the civil law, as well as staff that is in practice at the bank's offices. The provisions set forth in the Code of Ethics must be observed and complied with by all the above mentioned persons and entities during the entire period of their employment or contractual relationships, regardless of their nature – both during and outside working hours.

The management body members, the employees and the agents performing contractual obligations for the Bank and, in the course of their activities, meeting a wide range of the Bank's existing or potential clients, performing services for them on behalf of the Bank, and appearing before the public in the course of the performance of their contractual obligations clearly as representatives of the Bank, accept the Code of Ethics by signing the declarations of adhering to the principles set out therein.

The Bank demands to all its employees that during the course of their activity, and in some cases even outside the workplace, they show a behaviour that corresponds to the ethical standards of the Bank.

With the help of the ethical reporting system (whistler-blower), it is performed the identification of the forms of unethical conduct, abuses against ethics, behaviour contrary to law or internal regulations. The Bank identifies and assesses the causes of such practices, paying a particular attention to the potential risks that may arise. In order to ensure an ethical business operation, it is necessary to carry out a comprehensive analysis of the information contained in the reports received through the ethical reporting system (whistle-blower), to thoroughly assess the related risks and, on the basis of these, to send the observations to the competent directorates.

 
3. VALUES 

3.1 Protection of the Bank's assets

The persons mentioned in Section 2 from this Code are responsible for the protection of all such tangible, financial and other assets of the Bank, the clients and the agents, with the management of which they have been assigned. Information regarding the assets of the Bank, clients, agents and other actors may only be applied and used for the authorised purposes and in accordance with the applicable permits and conditions.

Inappropriate management or unauthorized sharing with third parties of assets owned or used by the Bank are considered a breach of obligations towards the Bank and as such, may qualify as economic crimes against the Bank. Likewise, negligence relating to, wastage or unauthorised use of the Bank's assets may also constitute violation of obligations towards the Bank.

For the purposes hereof, assets include cash, securities, physical property (instruments, inventories, equipment, etc.), services, business plans, information related to clients, employees and agents, legally property protected and confidential information.

3.2 Protection of the Bank's imagine and reputation

3.2.1. Requirements concerning conduct

Our employees must – both inside and outside the workplace – refrain from any expression that may have a negative impact on the Bank's reputation. 

An appropriate work environment is free from harassment, intimidation, discrimination, improper tone and abusive language, both in the relationship between employees and in superior - subordinate relations; (management) instructions and actions violating the human dignity of employees are strictly prohibited.

The occurrence and continuance of financial relations and dependence (e.g. borrowing) between employees  is not encouraged.

The use of the proper tone, language, conduct and gestures in the communication with clients and agents is essential; in this respect, the exemplary conduct of the senior staff is important and expected by the Bank.

The Bank expects its employees to behave, even in their private lives, in conformity to and in a way that is worthy of the Bank's norms of ethics, particularly when their activities or themselves may be associated in any way with the Bank or when they may appear to be acting or expressing opinions on behalf of the Bank.

Employees may participate and express their opinions in any organisation (political, religious or cultural) only as private individuals, and they must refrain from making references to their association with the Bank.

Employees must not exercise their right of expression in any way that can damage the Bank's imagine and reputation or its rightful economic or organisational interests.

3.2.2. Social media

In the course of their activities in social media the employees must refrain from any expression that may have a negative impact on the Bank's reputation. The Bank expects its employees to behave – in the course of their communications in social media as private individuals – in conformity to and in a way that is worthy of the Bank's norms of ethics, particularly when their activities or themselves may be associated in any way with the Bank, or when they may appear to be acting or expressing opinions on behalf of the Bank.

Accordingly, in the course of their activity performed in the social media, our employees should particularly:
-    be respectful and tolerant towards others in terms of their religious, national and ethnic origin, sexual orientation, political or ideological beliefs;
-    refrain from posting hate propaganda or racist content;
-    respect the constitutional and statutory rights of others;
-    show respectful conduct towards the Bank's competitors, too;
-    refrain from communicating false, deliberately misleading or fake information;
-    refrain from publishing illegal content or information inciting unlawful acts;
-    refrain from using vulgar, obscene, libellous or defamatory expressions.

3.2.3. Political involvement

The Bank recognizes the employees' right to assume roles in politics and in public life, but such activities may only be performed outside the workplace. In the course of their political activities outside the workplace, employees must not misuse their positions at the Bank and they must refrain from behaving in any way that may have a negative impact on the Bank's reputation.

Employees must inform in writing the direct manager and the Compliance Directorate of the Bank (e-mail address Monitorizare_CG@otpbank.ro) before assuming any position in any political or state organisation. by filling-in Conflicts of interests statement, Annex to the Conflicts of interests management Policy within OTP Bank Romania S.A. In the course of their work at the Bank, employees may not misuse their roles or positions assumed at the political or state organisation.

Employees may only provide support to political organisations or persons observing the prohibition as stated in Chapter "Sponsorship". The Bank's resources (human resources, facilities, other assets) must not be used in support of political events.

3.3 Fit and proper

3.3.1. Anti-corruption - Corruption

Accordingly to this Code of Ethics, corruption refers to obtaining of advantage without entitlement or unlawful advantage, in exchange for money, goods or other advantages. No employee or any other person acting on behalf of the Bank shall ever either offer, promise or make a payment or provide any other item of value or request or accept such item with the aim of influencing public officials or other persons (or to give rise to the appearance of such influence), or to attain unfair business advantage.

Items of value include financial or other types of advantages, such as – besides cash – gifts, credit/loan, collateral, any offering in the course of the provision of a loan, discount, entertainment, services, benefits, offering of a job, etc. It has no minimum amount or threshold value whatsoever that should be exceeded before such payment provided for the above purposes or gift qualifies as illegal or conflicting with the Code of Ethics. Even the suspicion or appearance of corruption must be avoided.

Gifts

Handing out gifts is often part of the local culture and traditions. Giving gifts in the course of business and client relationships may contribute to the company's reputation and to the establishment of good business relationships. Customary gifts, for business purposes, may be given and accepted; however, the total monetary value of given or accepted gifts within one quarter must not exceed the equivalent of EUR 150. Recurring, regular (daily, weekly or monthly) benefits provided by the same client or clientele do not qualify as business gifts, and consequently, should not be accepted. No gift whatsoever may – regardless of value – be accepted in the public client area, or in any other place or circumstance, including outside the bank. The gift should not be cash or supplementary benefit provided in lieu of or directly related to banking services.

! No gifts will be accepted in the form of money irrespective of the amount offered.

Any and all forms of exchanging gifts at the expense of Bank between employees are prohibited, whether within the Bank or among employees belonging to different subsidiaries of the Group. Gifts may be given by employees as private persons, at their own expense (e.g. in the case of one's birthday).

Non-cash gifts of protocol, nature related to the senior management level the purpose of which is other than influencing the business relation existing or to be established with the Bank, are exempted from the prohibition.

An employee must not give or accept gifts in circumstances where it may appear for outsiders that this may influence a business decision or where it may be regarded as a case of bribery.

The Bank pays particular care in connection with gifts and invitations in relation to official bodies, international and/or civil society organisations.

An invitation may take a variety of forms, including organised events, hospitality, concerts or trips. Making or accepting an invitation may be a legitimate part of business operations, it may contribute to the Bank's reputation and to the establishment of good business relationships. Making and accepting customary business-type invitations is permitted. Such cases may include invitations to lunch or dinner, participation in receptions or other types of entertainment, such as hospitality or reimbursement of travelling costs. Such costs must, however, always be kept within reasonable limits, where "reasonable limit" depends on the actual situation.

Business decisions must always be made in accordance with the Bank's interests and not on the basis of the personal relationship, the development of which has been facilitated by the gift or invitation. The primary objective is to protect and preserve the Bank's reputation and impeccable integrity.

Payments related to business relationship 

These payments refer to unofficial benefits aimed at facilitating and accelerating an action or procedure to which the paying person is otherwise entitled. The Bank dismisses this practice and will not make such payment when they are requested.

Sponsorship

The Bank's employees are not permitted to provide – in connection with their activities relating to their employment relationships or positions held – pecuniary or non-pecuniary support for any political party, organisation or any member or representative thereof. The Bank agrees to and accepts to be bound by this principle as well.

Donation

In the framework of its social responsibility, the Bank provides donations for certain organisations and groups in need. Donations may only be provided in accordance with the applicable statutory and internal regulatory documents. Neither the Bank nor any of its employees may ask for or accept any direct or indirect consideration in exchange for a donation.

3.3.2. Conflicts of interest

In accordance with the provisions of the applicable statutory regulations and the Bank's regulatory documents the employees must avoid any actual conflicts of interests and even the appearance thereof in relation to their positions, work and themselves. They must refrain from any and all activities that are contrary to the Bank's and/or the clients' interests and they must make their decisions in an impartial and unbiased manner.

The employees must report any actual or potential conflicts of interest in relation to themselves, their relatives/ related persons or their own or their relatives'/related persons business interests and the interests of the Bank or its clients. The employees shall collaborate with the Bank to quickly and efficiently resolve any conflict of interests.

In relation to their positions, work and/or the Bank's interests, the employees must not demonstrate any conduct, not hold any position, not make any activity that could result in conflicts of interests and/or affect the Bank’s interest.

In order to provide services, the Bank develops and maintains a policy on conflicts of interests in order to avoid, identify and manage any conflict of interests that are detrimental to its clients. The Conflict of interests Policy specifies the circumstances that lead or may lead to such conflicts of interest that may have detrimental consequences for the client, and it contains the procedural rules and measures to be applied in the management of the given conflicts of interests.

3.4 Mutual respect 

3.4.1. Discrimination

The Bank seeks to create a working environment in which individual differences are accepted and appreciated. All forms of discrimination based on real or assumed specific attributes of the given person – including but not limited to colour, gender, nationality, age, race, sexual or ideological conviction, sexual identity, ethnicity, language, religion, impairment, genetic features, sexual orientation, political or other views, marital status or family responsibility, social category, disability, union membership or activity and so on – are prohibited.

3.4.2. Harassment

The Bank forbids and does not tolerate any behaviour based on intimidating employees, especially if exploiting this employees are forced to show a conduct that is not in line with the Bank's regulatory documents or the applicable statutory regulations.

Any verbal, non-verbal or physical form of behaviour aimed at or resulting in the prejudice to the given person's dignity or creating an intimidating, hostile, degrading, aggressive humiliating or offensive environment, is prohibited.

3.5  The Bank's commitments

3.5.1. Financial reporting

The Bank prepares, presents and publishes its financial reports in accordance with the generally accepted accounting principles and the applicable statutory regulations. The reports must contain the Bank's financial position and the results of its operations in all relevant aspects, thereby also ensuring fair information provision to its investors.

3.5.2. Competition law

The Bank's management is committed to and interested in ensuring the operation of free and fair market conditions facilitating competition. The Bank refrains from any conduct that could result in restricting competition in the market or in the abuse of its economic position in the market. Such conduct may include, inter alia entering in unfair economic competition (in a way that violates or jeopardises the rightful interests of clients, competitors and/or partners); making or accepting proposals aimed at agreeing on prices, sharing marketing information affecting competition or dividing market and clients (cartel agreement); and discussing issues of relevance from the aspect of restricting competition (e.g. prices, pricing policies, costs, marketing strategies) in meetings of professional organisations representing trade interests.

The employees must behave in the course of their day-to-day activities involving the Bank's competitors and business partners in awareness of their responsibility under the competition law.

3.5.3. Insider trading

In the course of their day-to-day work, certain employees of the Bank may acquire insider information, which they must not use in any way. The Bank sanctions the using of insider trading.

Insider trading, unauthorised disclosure of insider information and prohibited market manipulation shall be governed by the provisions of Criminal Code, the relevant EU and national legislation, as well as the Bank's internal regulatory documents.

In accordance with its internal regulatory documents, the Bank takes all necessary measures to prevent and prohibit insider trading.

3.5.4. Confidentiality

One of the most essential requirements for the contractual/ business relationship between the Bank and its clients is strict protection of business secrets and confidential information pertaining to clients. The Bank consistently protects and ensures the confidentiality of the data, information and documents afferent to its clients, as well as of the relation between them and the Bank. Employees of the Bank, as well as the personnel who interacts with the Bank and its clients and/or have direct or indirect access to information/documents about the Bank’s clients, must comply with the confidentiality obligation even after their positions or employment statuses or collaboration are terminated.

The employees must refrain from formally or informally sharing any information relating to the activities of the Bank in cases where this is neither required for the business relationship nor related to the employee's tasks and in cases involving persons that are not employees or business partners of the Bank.

The protection and keeping of business, bank and securities secrets must be ensured in accordance with the relevant provisions of the Civil Code, the Criminal Code, the Act on Credit Institutions and Financial Enterprises, on Investment Firms and Commodity Dealers, and on the Regulations Governing their Activities, and the legislation on the Capital Market, along with the Bank's internal regulatory documents.

In accordance of Emergency Governance Ordinance no. 99/2006 regarding credit institutions and capital adequacy approved by Law no.227/2007 with further amendments and modifications, the Bank employees have to protect and do not disclosure information, data and documents related to bank secrecy area. Confidentiality obligation subsists after the termination of labour or collaboration relations, for an indefinite time.

3.5.5. Anti-money laundering and counter-terrorism financing activities

Financial service providers play an intermediary or recipient role in the performance of quick and secure money market operations for private individuals and for organisations, therefore there is a high risk of certain individuals' aiming at giving transaction orders via the Bank for illegal purposes or involving assets originating from criminal activities. The prevention of such acts and knowing the Bank's clients are extremely important, not only for the Bank but also from the perspective of the overall perception of the domestic money and capital market. In this regard, any potentially illegal act may entail unpredictable consequences for the Bank and the market in terms of both the loss of reputation and the potential financial losses.

The employees of the Bank in areas having direct contact with clients and in other areas exposed to the above risks must take adequate steps toward the prevention and combating of money laundering and terrorist financing and in order to obtain exhaustive information on their clients by applying the know your customer principles. In the course of their work they must proceed in full compliance the provisions set forth in the applicable legislation including but not limited to the Law regarding the Prevention and Combating of Money Laundering and Terrorist Financing, the Criminal Code, the recommendations of the National Bank of Romania, the FATF and the Basel Committee on Banking Supervision, the relevant regulations of the European Union and the Bank's internal regulatory documents.

3.5.6. Safe and healthy working environment

The healthy and up-to-date working environment is provided for our employees in accordance with the relevant labour regulations and we provide for the protection of their bodily integrity and health. The Bank provides its employees with training on labour protection and fire protection.

Consumption and/or use of alcohol, illegal substances, drugs and/or other mind-altering substances at the workplaces of the Bank, at other venues and/or on other occasions relating to work for the Bank and/or in the course of activities relating to work is strictly prohibited, along with appearing under the influence thereof or performing activities qualifying as abuse (offering, handing over, dealing in, etc.).

All employees must comply with the health and safety regulations pertaining to work, in accordance with the relevant safety, labour and fire protection regulations.

The Bank continually complies with the domestic and international statutory regulations pertaining to the creation and maintenance of a safe and healthy working environment.

 
4. REPORTING OF ETHICS ISSUES, ADVICE

Upon suspecting or finding of potential violations of the values set forth in the Code of Ethics (ethics issues); when in need of advice or just have questions in general or about how to proceed in a given situation (ethics matters), bank’s employees, clients and suppliers have the following options for reporting/clarifications:
- they can fill in a notification in person during working hours (at a pre-arranged time) or in a letter sent to OTP Bank Romania S.A. - Compliance Directorate (Buzesti Street no. 62-64, Cascade Building, District 1, Bucharest);
- by e-mail to: whistleblowing@otpbank.ro

Notifications, requests and investigations are at all times treated confidentially by the receivers, in observance of the applicable statutory regulations and internal rules, protecting the person reporting.

In the case of a breach of the Code of Ethics, the procedures and sanctions are applied in accordance with the principles defined in the Bank's internal regulatory documents. On establishing an ethical violation, the Bank institutes labour proceedings (procedural rules).

Ethics issues may be reported in anonymity. In this case it must be taken into consideration that will not be able to collect additional information that may be required for investigating and resolving the issue, therefore the Bank kindly advises the person reporting to provide some contact information – while retaining anonymity – so that we can ask for the necessary details.

Unfounded or ill-intentioned notifications (defamation) are unwanted and may entail legal consequences.

 
5. DATA PROTECTION

If, for the purpose of applying the present procedure, personal data processing is performed, the Bank will act in full agreement with the legislation regarding the protection of personal data (all laws and regulations applicable in Romania, whether primary legislation such as,  but not limited to: Regulation (EU) no. 2016/679 on the protection of individuals with regard to the processing of personal data and on the the free movement of such data and the repeal of Directive 95/46/EC (General Data Protection Regulation), Law no. 190/2018 on measures implementing the General Data Protection Regulation, Directive 2002/58/EC on the processing of personal data and the protection of privacy in the electronic communications sector (the Personal Data Processing and Privacy Protection Directive) or secondary legislation, such as Group Guidelines art. 29 or other guidelines/decisions issued by the National Authority for Personal Data Surveillance and Protection (A.N.S.P.D.C.P.) applicable to the processing of personal data and, in particular, taking into account the following principles: 

-    Transparency (the data subjects are informed about the processing of personal data);
-    Purpose limitation (personal data are collected for the purpose of applying this regulation and are not further processed in a manner incompatible with these purposes);
-    Data minimization (data are adequate, relevant and limited to what is necessary in relation to the processing purposes established by this regulation);
-    Accuracy (the data processed are accurate and, if necessary, are updated, and, if the personal data processed are inaccurate, taking into account the purposes for which they are processed, such data are deleted or rectified without delay);
-    Limitation of storage (the data are stored in a form that allows the identification of the data subjects for a period that does not exceed the period necessary to fulfill the purposes for which the data are processed);
-    Integrity and confidentiality (the data are processed in a way that ensures adequate security of personal data, including protection against unauthorized or illegal processing and against accidental loss, destruction or damage, by taking appropriate technical or organizational measures).

In accordance with GDPR provisions, the Bank may provide information on processed personal data and any other information provided by applicable normative acts, whenever an institution authorized by law will request. The data subjects can exercise the rights provided by the applicable legislation in the field of data protection by sending a written request to the Data Protection Officer within OTP Bank Romania S.A., at dpo@otpbank.ro.

The Bank provides security standards for the processing of personal data under GDPR by taking and applying all appropriate technical and operational measures to protect personal data against any accidental or unlawful destruction, loss, alteration, disclosure or unauthorized access and against unlawful processing. 

Information related to the processing and protection of personal data by OTP Bank Romania SA, (purposes, data recipients, rights of the data subject according to the law: right of access, right to rectification, right to delete data forgotten, the right to restrict the processing, the right to data portability, the right to oppose, the right not to be subject to an individual decision, including profiling etc.) may be found on the website of the Bank www.otpbank.ro, Privacy section.