CODE OF CONDUCT

1. Introduction

The Code of Conduct is a collection of ethical norms and behaviour standards that HBOR’s employees are expected to follow in the discharge of their business duties. The Code of Conduct determines HBOR’s main views on legitimate and ethical conduct in the banking industry, by means of which HBOR’s standards are established.
The foundations of business ethics are rooted in law-abiding behaviour. Such behaviour includes provision of accurate and transparent information, honest attitude towards competitors, employees and partners as well as focus on social responsibility and sustainable development.
”If a company does not follow ethical rules, it cannot be responsible; therefore, ethical conduct is a precondition for creating a socially responsible business environment”. Considerations and knowledge of business ethics help us deal better with ethical dilemmas we face on a daily basis. In critical situations, a good person can make a bad decision. Business ethics contributes to business success and supports personal development.
The purpose of the Code of Conduct is:
to avoid situations in which HBOR’s employees would become involved in activities that are considered unethical behaviour or that result in a conflict of interest when they discharge their duties;
to define acceptable behaviour for all HBOR’s employees;
to set high standards for work and action;
to encourage comparison with the best practice in ethics in the banking industry;
to ensure a framework for professional conduct and a clear division of responsibility for individual decisions and activities;
to establish a framework for conduct and standards that the interested parties can expect from HBOR.
The Code of Conduct applies to all HBOR’s employees regardless of their respective levels of responsibility or positions. Its purpose is to provide guidance on ethical conduct and establish basic values in terms of legitimate and ethical business conduct and behaviour.

2. Conduct of Employees

HBOR wishes to create a positive business environment that enables team work and encourages the spirit of mutual support and co-operation. Employees must treat each other with decency and respect. Personal relations shall not be given priority over the interests of business, and solving common business tasks must be given primary attention by all employees.
Relations among employees at different levels of responsibility must be based on the principles of mutual loyalty, respect and secrecy. Within the framework of their powers, all employees shall act fairly and steadily, respecting the personal dignity of every employee.
HBOR does not approve of the use of the position or powers within the organisation for the purpose of achieving any goals that lie beyond the scope of the duties. Employees are expected to co-operate with their superiors, act in accordance with operational guidelines received and avoid unprofessional conduct and behaviour.
Employees with special powers shall be responsible for all employees working in organisational units they are in charge of, whose trust they should gain by their own model behaviour, results, open-mindedness and social competence. Their task is to set clear, ambitious and realistic goals, while employees should have maximum possible responsibility and independence at work.
In performing their duties, they are obliged to abide by the principle of transparent criteria for employee assessment.
Employees with special powers shall meet their organisational and surveillance obligations through:
obligation to select – obligation to carefully select employees for its organisational unit on the grounds of their personal and professional competencies in accordance with the Procedure of Employment that has been published on the website;
obligation to direct – obligation to give precise, complete and binding instructions, particularly with regard to the regulations in effect;
obligation to control – obligation to regularly control the implementation of obligations, the meeting of deadlines and the following of regulations in effect.
At their jobs, employees shall create an atmosphere that corresponds to the above values and shall act as a responsible team with a permanent focus on the improvement of human relations.
Impolite behaviour, harassment and discrimination on the grounds of age, gender, religion, political orientation, ethnic or national origins, language, race, social position, marital or family status, education, disability, sexual orientation or on any other grounds are strictly forbidden by law and represent a severe violation of the dignity of an individual.
When administering their private businesses, HBOR’s employees must not use HBOR’s official symbols or powers associated with employment at HBOR.
When making all kinds of public appearances and when representing HBOR or expressing HBOR’s points of view, employees shall act in accordance with regulations in force, powers granted to them, their professional knowledge, provisions of the Code of Conduct and the Instructions on the Manner of Dealing with the Representatives of the Mass Media.
When making a public appearance without representing HBOR on occasions that are thematically related to HBOR’s activities, employees are obliged to stress that they are expressing their own points of view. When expressing both HBOR’s and personal points of view and when discharging their duties, employees are also obliged to safeguard their own reputation and the reputation of HBOR.

3. Obeying Laws and Standards

In its operations, HBOR applies the following fundamental principles and values:
legality of operations;
transparency of operations;
focus on clients;
professionalism;
initiative;
mutual respect among employees; employees’ respect for clients;
equality;
team work;
integrity.
In its operations, HBOR will endeavour to achieve the highest standards possible in the following manners:
all HBOR’s employees must comply with primary and secondary legislation as well as HBOR’s standards;
activities that are not in compliance with laws, regulations and HBOR’s common standards shall not be acceptable even if performed by other players in the market.

4. Relations with Clients

HBOR is devoted to the permanent development of a culture of helpfulness orientated towards consistency in meeting clients’ expectations that are in compliance with law and HBOR’s rules and programmes.
HBOR’s employees shall act professionally, impartially and respectfully towards clients. HBOR shall always endeavour to understand the economic circumstances under which its clients operate and the needs of its clients in order to be able to offer them products and services that are as suitable for them as possible.
Consequently:
HBOR shall provide services and offer products only if it has adequate permits and knowledge as well as necessary auxiliary functions /capacities;
HBOR shall be obliged to render only those services that are in the best interest of its clients;
when providing advice to its clients, HBOR must provide expert, high-quality, understandable and applicable advice;
inaccurate or false promotion is unacceptable for HBOR.
HBOR’s employees shall treat all people (clients, other HBOR’s employees and other interested parties) equally and without discrimination or favour on the grounds of age, nationality, ethnic or social origin, language, race, political orientation, religion, disability, education, social position, gender, marital or family status, sexual orientation or on any other grounds.
HBOR’s employees shall treat disabled people and other people with special needs with utmost care.

5. Confidentiality of Information on Clients

HBOR is obliged to respect the confidentiality of information on its clients. Each employee of HBOR must make the maximum possible efforts in order to respect the confidentiality of information on clients. Information relating to HBOR’s clients must not be revealed to third parties, except in cases when:
the client has approved this in advance in writing;
the disclosure of such information to the relevant authorities is obligatory by law or by other regulation prescribed by law;
the disclosure is necessary in case of illegal actions.
Beside the data relating to the clients themselves, all information relating to the staff records are deemed to be confidential, including salaries and total income of HBOR’s employees.
All data about the persons that apply for a job in HBOR, either by sending an open bid or by sending an application to an invitation for application, are strictly confidential and must not be used for other purposes except the selection.

6. Get Acquainted with Your Client

Knowing the clients of HBOR is necessary in order to ensure quality providing of services. On the occasion of establishing business relations with its clients, HBOR must act with utmost dilligence in order to evade any participation in doubtful or illegal business purposes such as money laundering and terrorism financing, as well as all types of fraud and delusion attempts.
On the occasion of establishment of a business relation, HBOR must implement the following measures:
establish the identity of a client and check his/her identity on the basis of documents, data or information obtained from an authentic, reliable and independent source;
establish and check the identity of the client’s actual owner;
collect the data on purpose and envisaged nature of the business relation or transaction;
continuously monitor the business relation, including careful monitoring of transactions performed during the business relation in order to ensure that these transactions correspond to the knowledge of HBOR about its clients, type of transaction and risk, also including the data on the sources of funds, if necessary, whereby the documents and data available to HBOR must be up-to-date.

7. Use and Disclosure of Privileged Information

Privileged information are information that were not publicly available and that are directly or indirectly related with HBOR or one or more of its financial instruments or to HBOR’s clients that, as publicly available, would probably have significant impact on the costs of financial instruments or on the costs of associated derivative financial instruments. A reasonable investor would probably take into account such information as a part of foundation for making its investment decisions.
HBOR controls the access to privileged information. The use and disclosure of privileged information, i.e. inappropriate use of privileged information for personal benefit or for the benefit of third parties, is unacceptable.

8. Conflict of Interest

Interests of HBOR’s employees must not be in conflict with obligations that they have with HBOR or that HBOR has towards its clients. The employees of HBOR are obliged to separate private interests from business interests when performing duties in HBOR.
Performance of an activity or a certain action, when there is a possible conflict of interest, must be approved by a prior written consent of the person responsible for the monitoring of compliance.
The following circumstances are subject to the approval:
if an employee of HBOR is personally, in a private capacity, directly or indirectly, included in a transaction in which HBOR is included;
negotiations on, or conclusion of, an agreement on behalf of HBOR with an entity that is an immediate family member, cousin, friend of an employee of HBOR or another third party with whom the employee is related, in the relationship from which the employee of HBOR could have benefits.
Employees can perform additional businesses or engagements outside the working hours in HBOR only if their private and business interests are not in conflict with interests of HBOR.
If the employee of HBOR is not sure whether a certain circumstance might cause conflict of interest, he/she should first consult the person responsible for the monitoring of compliance.

9. Gifts

Gifts, business entertainment or similar benefits are often accepted as legitimate and recognised part of business life. However, problems arise when their value causes a conflict of interest and in this way jeopardise the ethics of a business relation. Therefore, the general rule is that it is not permitted to employees to accept gifts or other benefits, except those of symbolic value.
Gifts are permitted if:
their value does not exceed HRK 500; or
the value of gifts exceeds HRK 500, and such gifts are deemed as customary in the business circumstances in which they were given; or
they have been approved by the person responsible for the monitoring of compliance.
The employees of HBOR can use the funds intended for business entertainment and accept the usual business entertainment/hospitality pursuant to the circumstances, on the condition that a representative of the host is present and that this is related to the performance of business tasks in HBOR.
In case of doubt related to actions pursuant to the measures stated above, the employee of HBOR shall consult his/her manager to whom he/she is directly responsible or the person responsible for the monitoring of compliance.
The employees of HBOR, regardless of the amount, must not accept cash and cash equivalents.

10. Management of HBOR Property

The employees of HBOR are obliged to manage the property of HBOR with due diligence and pursuant to HBOR’s Rules on Business Conduct and other internal documents. The employees are responsible for the property of HBOR that they are in charge of and for possible losses that they may cause intentionally or due to gross negligence in their work and related to work.

11. Disciplinary procedure

The employee of HBOR or any other person that may have a reason to believe that this Code might have been violated or that this might happen, shall immediately report this to the person responsible for the monitoring of compliance. All such reporting will be treated as confidential.
The person responsible for the monitoring of compliance shall consider the reported default and, if on the basis of submitted and collected data he/she concludes that the reported default is justified, he/she shall be obliged to inform the Managing Board of HBOR about it in the shortest term possible.
Since a violation of ethical regulations and behaviour contrary to the standards of this Code represent violation of obligations under the employment contract, the Managing Board shall make a decision on the severity of violation and sanctions for the person or organisational unit the reported default relates to, pursuant to the legal regulations and general documents of HBOR.
The person responsible for the monitoring of compliance shall submit a reply on the course of procedure not more than 30 days from the day when it has been submitted.

12. Reporting of Defaults

The person responsible for the monitoring of compliance shall once a year make a report on submitted reported defaults on the basis of the violation of this Code and on initiated procedures regarding such reported defaults.
The report on submitted reported defaults for the calendar year to which it relates shall be made not later than 31st January next year.
The report shall be submitted to the HBOR bodies in charge.

13. Remarks on Guidelines

HBOR relies on the fact that each employee of HBOR shall judge carefully and reasonably what is good and appropriate in a certain situation. When in such an action there are difficulties regarding the determination whether a certain action is appropriate, the employee of HBOR has to ask himself/herself the following questions:
Is the action legal and in compliance with internal procedures of HBOR?
Does he/she have the feeling that the action is appropriate?
Can he/she justify it with other employees of HBOR?
Can he/she justify his/her action if he/she will be asked about it later on?
Will this action additionally contribute to HBOR’s reputation in terms of institution which considers ethics to be very important?
If the answer to any of the above questions is negative or if there are questions or doubts regarding the application of interpretation of the Code of Conduct, rules, procedures and standards in force, it is necessary to ask for an advice of the manager to whom he/she is directly responsible or the person responsible for the monitoring of compliance.
No action will be taken against any person who gives information about his/her doubts about the violation of this Code or participates in an investigation relating to the violation of this Code, except in case of providing untrue data or information.
HBOR shall keep the maximum possible level of confidentiality of data.
This Code will be published on Intra and Internet pages of HBOR and on its billboard.
All new employees of HBOR will be made familiar with the contents of this Code.

The completed application form can be sent by post to the address:
Hrvatska banka za obnovu i razvitak
Funkcija praćenja usklađenosti
Strossmayerov trg 9, 10 000 Zagreb
or via e-mail:
pracenje_uskladjenosti@hbor.hr