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03.12.2018

 

Message on behalf of the Management

 

OTP Bank Group has become a dominant participant of the banking and capital market, not only in Hungary, but also in the Central and Eastern European Region, with OTP Bank Plc., the parent bank being listed on the Budapest Stock Exchange.

 

OTP Bank Group's stability, balanced operation and wide range of services and products make its results outstanding, while the increasingly competitive environment and the diversity that is characteristic of a multinational banking group in terms of business operations, levels of development and cultural aspects, are a source of a variety of challenges both the management teams and all of the employees of OTP Bank Group are facing.

 

OTP Bank Group provides universal financial services in Hungary, Romania, Montenegro, Croatia, Bulgaria, Russia, Ukraine, Slovakia and Serbia, for more than 13 million customers through an extended branch network of over 1,500 units, ATM network and electronic channels. 

 

OTP Bank Romania, subsidiary of OTP Bank Plc. and member of OTP Bank Group, the largest independent banking group in Central and Eastern Europe, 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. 

 

The most important factor of our success and achievements so far – being the token of our future at the same time – lies in the good business relations we have developed with our clients, based on common values, conduct rules which govern the human relations.        

 

It should be noted that our success would be inconceivable without the dynamic work of our highly skilled and creative employees, acting and behaving in line with our high standards of ethics.

 

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.

 

Shareholder value is one of the most important factors in OTP Bank Romania's operations, along with working towards the highest possible levels of profitability and efficiency, managing risks and achieving full compliance with internal and external regulations, in other words, effective implementation and working in compliance with ethics, internal control system, working procedures and policies.

 

As an ethical and compliant institution, OTP Bank Romania SA and its Management are fully committed to ensuring observance of relevant financial banking legislation, avoiding and combating conflict of interests, customer’s data protection and banking secrecy, including anti-corruption statutes.

 

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 - The Statement of the Senior Management of OTP Bank Romania SA related to ZERO Tolerance to Fraud

 

Equally important is for OTP Bank Romania 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 is presented in the new Code of Ethics.

 

1. INTRODUCTION

 

OTP Bank Romania S.A. (hereinafter referred to as "Bank") has adopted its Code of Ethics (hereinafter referred as “Code”) with the aim of wording clear and unambiguous guidelines and requirements for both the Bank and those affiliated with the Bank, concerning 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.

 

Within the applicable statutory framework the Bank has formed its corporate governance system aiming to ensure client confidence and satisfaction, increase shareholder value and social responsibility.

 

To monitor compliance with the rules of ethics and observance of the requirements of ethical operations, the Bank has set up an Ethics Committee, established and subordinated to the Management Board.

 

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 an opportunity for anyone to report violations of the Code of Ethics either in person, by telephone or e-mail, and, at the same time, does the utmost in protecting the employees reporting infringements within the Bank against discrimination and unfair treatment by prohibiting retaliatory measures or the application of negative consequences against anybody reporting with good faith actual or suspected 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 guidelines and requirements set forth in the Code of Ethics specify 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 third parties may only be applied and used for the authorised purposes and in accordance with the applicable permits and conditions.

 

Inappropriate management or unauthorised sharing with third parties of assets owned or used by the Bank are breaches of obligations towards the Bank following which the economic interests of the Bank are prejudiced. 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 (assets, inventories, equipment, etc.), services, business plans, information of and pertaining to clients, employees and agents, intellectual property and any other personal, copyright 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. 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.

 

3.2.3. Political involvement

 

The Bank recognises 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 Bank before assuming any position in any political or state organisation.. 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 if  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. The pecuniary value of such gifts must not exceed 250 RON. 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.

 

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

 

 

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).

 

Exempt from the prohibition are gifts given in line with the rules of protocol, non-cash type gifts and benefits that are clearly not given with the aim of influencing the business relationship existing or to be created with the Bank, or gifts that are based on business relations, typically at the level of senior managers.

 

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 interest 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 conflicts of interest.

 

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 interest in order to avoid, identify and manage any conflicts of interest that are detrimental to its clients. This 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 interest.

 

3.4 Mutual respect 

 

3.4.1. Discrimination

 

The Bank seeks to create a working environment in which individual differences are accepted and appreciated. Positive or negative discrimination of any kind 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, union membership or activity and so on – is prohibited.

 

3.4.2. Harassment

 

The Bank prohibits and does not tolerate any behaviour based on intimidating employees, especially if through the use of it they are forced to carry out actions that are 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 hurting the given person's dignity or creating a humiliating and 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 and unfair manipulation of prices or rates come under the regulations as set forth in, unlimited only to, the Criminal Code, the Act on the Capital Market, the relevant legislation adopted by the European Union, 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 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 preservation of business, bank and securities secrets must be provided for in accordance with the relevant provisions of the Civil Code, the Criminal Code, the Act on Credit Institutions and Financial Enterprises, the Act on Investment Firms and Commodity Dealers, and on the Regulations Governing their Activities, and the Act 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 fully in observance of 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 many options for reporting/clarifications, among which a dedicate alert system (whistlerblower), as follows:

- they can fill in a notification in person during working hours at, or in a letter addressed to OTP Bank Romania S.A. - Compliance Directorate (Buzesti Street no. 76-80, Premium Point 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

 

All data processing will be performed in accordance with the Data Protection Legislation (all applicable laws and regulations in Romania, whether primary legislation such as, but not limited to: Regulation (EU) 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46 / EC (General Data Protection Regulation - GDPR), Law No 190/2018 on implementing measures of the General Data Protection Directive 2002/58/EC on the processing of personal data and the protection of privacy in the public communications sector (Directive on Confidentiality and Electronic Communications or Secondary Legislation, such as the Article 29 Working Party Opinions on consent or other guidelines/decisions issued by the National Supervisory Authority for Personal Data Protection. 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 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.