Code Of Conduct

Code Of Conduct – Banco Nacional Ultramarino, S.A.

The ethical conduct on business is a factor of utmost importance for the development and growth of corporations, and particularly to financial institutions, bringing unaccountable benefits, such as attracting and retaining the customer loyalty, as well as the satisfaction of expectations of all stakeholders(1) (internal or external parties), the reputational differentiation and consolidation, and efficiency gains in the working processes or, through a prudent risk management.
The management of business ethics is an essential tool in decision making process in an entrepreneurial environment, since the vast majority of these decisions have explicitly or implicitly, an ethical content. It is therefore necessary the existence of instruments that institutionalize in a formal manner this management of ethics, assuming hereby particular importance the Code of Conduct.
Moreover, the importance and the dimension of Banco Nacional Ultramarino, S.A. within the Special Administrative Region of Macau, together with the purpose of disclosure to all stakeholders and to the public in general, of all ethical principles that govern its actions, constitute additional reasons for adopting a Code of Conduct, an ever evolving document intended to be always present and followed in the daily activity of the Bank, by its employees.
The version that is now adopted by the Bank is an updating of the Code of Conduct that was previously approved by BNU, which was published and entered into force on 15.05.2009 (OS 09/09).

CHAPTER I – Object and scope

Article 1 – Object

1. The Code of Conduct establishes the principles, the rules of conduct and the standards of professional conduct that observed within, and by Banco Nacional Ultramarino (BNU), in the conduct of its business activities.

Article 2 – Scope of application

1. This Code is binding upon to all governing bodies of BNU, to all employees of the Bank, to training staff, to all service providers, and to all individual or entity dully empowered to represent the Bank, either on a temporary or on a permanent bases, all of whom hereinafter designated or referred to as Collaborators.
2. The Code is also directly applicable to all BNU’s structures in Macau, including all its branches and its Representative Office in Shanghai, upon acknowledge receipt by its governing bodies, and to all its Collaborators, although adjustments and changes may be thereafter introduced when, and if deemed necessary or, convenient, upon due consideration of the local circumstances, and expressly authorized by the Executive Commission of Bank (CEXEC).
3. The principles and values, as well as the objectives that pervade and guide this Code must be taken into account, in adopting this Code of Conduct to the regulations in force in the People Republic of China (PRC), applying to BNU’s Representative Office in Shanghai (if required).

Article 3 – Objectives

The Code of Conduct aims to:
a) Ensure the clarification and the harmonization of the standards of reference in the conduct of all activities, assisting in the decision making process, particularly when facing ethical dilemmas;
b) Formalize and disclose the values, the operating principles and the rules of conduct guiding the relationship among the different interested parties;
c) Contribute to the promotion of an organizational culture of legal compliance and conformity with the values and principles adopted, and for the development of best practices of corporate governance and ethical conduct.
Article 4 – Nature of the Rules

1. The Code of Conduct is inserted in the internal normative system of the Bank (“Sistema Interno de Normas do BNU, S.A.” / SINOM), and must be observed by all collaborators.
2. The observance of the Code does not exempt BNU’s collaborators from being aware and from complying with all the other internal rules and normative, as well as from other applicable laws and regulations.
3. The Code of Conduct addresses and establishes the values, the operating principles and the standards of professional conduct, being the corresponding rules and procedures defined, when necessary, through specific internal normative.

CHAPTER II – Mission and values

Article 5 – Mission

BNU must seek its own consolidation as a structuring Bank within the Macau financial system, differentiated in terms of contribution, through the Bank strong relevance and responsibility to:
. Economic development;
. Enhancing the competitiveness, the capacity for innovation and internationalization of Macau’s
. The stability and soundness of the financial system.
As a major player in the market, the Bank must search constantly for a balanced evolution between profitability, growth and financial strength, always within a prudent risk management framework.

Article 6 – Values

The activity of BNU and the conduct of its collaborators are guided by the following core values:
a) Accuracy (Rigor), including objectivity, professionalism, technical competence and diligence, aiming always to achieve high levels economical, financial, social and environmental quality and efficiency, through the adoption of the best banking and financial practices;
b) Transparency in the information delivered by BNU, in particular in what concerns the terms and conditions of the products and services proposed by the Bank, as well as from an organizational performance perspective, acting always truthfully and with clarity;
c) Security of the placements and investments, being an indispensable criteria the prudence in the risk management, and the stability and soundness of the institution;
d) Responsibility, on a personal and organizational level, for its own actions, seeking always to correct possible negative impacts. This attitude includes a socially responsible behaviour and commitment to sustainable development;
e) Integrity, understood as the scrupulous compliance with legal, regulatory, contractual and ethical values, and with the principles of action adopted by the Bank;
f) Respect for assets entrusted, acting with courtesy, discretion and loyalty, as well as for the principles of non-discrimination, tolerance and equal opportunity.

CHAPTER III – Principles applying to the activities of the Bank

Article 7 – General Principles

BNU and its collaborators carry out their activities and functions with utmost respect for high ethical and deontological principles guiding their practice, according to the values defined in Article 6 in their relationship with customers and other (Collaborators, Shareholders, Suppliers, Official and Supervisory Authorities, other institutions and the Community).

Article 8 – Compliance with Legal, Regulatory and Conduct Obligations (compliance)

1. BNU guides the development of its activities by an outstanding and disciplined management, as well as by an efficient and effective control of all its business areas, ensuring, for this purpose, adequate internal systems of validation and verification of compliance with legal, regulatory and conduct obligations (compliance).
2. The business practices of BNU meet not only all the applicable laws and regulations, but also the rules of ethics and conduct, adopted by the Bank, embodied in this Code and other codes of conduct that BNU may adhere to.

Article 9 – Social Responsibility and Sustainable Development

BNU develops its activities in accordance with international principles and with the best practices applied to Social Responsibility, complying and fulfilling all management commitments in terms of contribution to a sustainable development – from an economical, social and environmental point of view – of the communities in which it is part of.

Article 10 – Independence of Interests

BNU’s Collaborators are binding by the duty of respecting the independence between:
a) The best interests of the BNU and the best interests of its Customers;
b) The interests of customers among themselves;
c) Theirs own personal interests, and those of BNU, as well as those of its Customers, avoiding situations which may lead to conflicts between these interests.

Article 11 – Non-discrimination and Equal Treatment

1. BNU and its Collaborators do not practice any type of discrimination based on criteria such as race, gender, disability, incapacity, sexual preference, political or ideological convictions, religion, education, marital status or others.
2. BNU’s Collaborators must act with courtesy, tolerance and respect, refraining from any behaviour that might be understood as offensive.
3. Internally, BNU promotes equal treatment and equal opportunities applying to all Collaborators men and women, as well as the conciliation between their personal, family and professional lives.

Article 12 – Competence and Diligence

1. BNU’s Collaborators must:
a) Ensure to customers and competent authorities, when carrying out their professional duties, safeguarding the banking duty of secrecy, that an accurate, prompt and complete reply is given to the requests presented by them;
b) Behave in order to maintain and strengthen the confidence of customers in BNU, contributing effectively to its good image;
c) Act objectively and with good sense in all circumstances;
d) Take into account the expectations of clients and the general public regarding their conduct, within the ethical standards of BNU and those that are generally and socially acceptable;
e) Acting in good faith, with impartiality, responsibility and accuracy (rigor), without distorting the facts or the reality.
2. Without prejudice to the principles established in the Macau’s Basic Law, the free speech act and the worker’s structures rights, Collaborators must refrain from contacts with the media on matters concerning the life of the institution without being duly authorized.
3. BNU promotes the professional development of its Collaborators, providing different opportunities for personal and professional training, in order to satisfy the expectations referred to in paragraph 1.

Article 13 – Confidentiality

1. BNU’s relationship with its clients is guided by a strict observance of confidentiality, and full compliance with the legal duties that are established in terms of the banking secrecy and other laws applying to the Bank, especially those of not disclose or use information about facts or elements related to customers, unless with their expressed authorization or when required by law.
2. Thus, Collaborators must keep, protect and preserve, in strict secrecy:
a) all matters pertaining to accounts and names of customers, as well as matters related with general banking operations, dealing room transactions, securities operations, credit operations and services provided by the Bank;
b) The facts or details relating to the life of the institution, including the facts and the not published information, or by any means, disclosed by the competent bodies;
c) The facts or information coming to their knowledge through the carrying on their daily job.
3. In contacts with customers and with the market in general, and without prejudice to the duty of banking secrecy, the Collaborators shall act with the utmost discretion and particular prudence, both in the form and in the content, as well as in the means used to disclose information about other companies and Customers.
4. The duty of banking secrecy covers all information about BNU’s business, including, namely, plans for promotion campaigns, contracts, customer lists, databases, patents and intellectual property, systems, computer programming, costs, strategies and commercial competitiveness issues.
5. The duty of banking secrecy imposed on the employees does not terminate with the end of the functions or the services rendered.

Article 14 – Consideration of the Client’s Interests

1. The instructions received from clients and, in general, the services requested by them are executed with respect for their legitimate interests, within the constraints imposed on the exercise of banking activities.
2. In carrying out their duties, BNU’s Collaborators shall ensure that, when providing information and advice to customers this is done with accuracy and in good faith:
a) Full clarification on the characteristics of products or services proposed by BNU, as well as its adequacy to the client’s situation and needs;
b) Full disclosure of all factors leading to an informed, conscious and clear decision, namely about the existence of potential risks involved in such operations as well as on the existence of potential conflicts of interest and on their expected financial consequences;
c) Full clarification on the terms and conditions applying to the remuneration of deposits or other reimbursable funds;
d) Adequate information on the costs of operations and services, including the existence of a list of terms and conditions (pricing) available to customers.
3. The act of providing information or advice to customers by BNU is subject to all rules and instructions that relate to the exercise of each function or task that is entrusted by the Bank to the Collaborator of the Bank.
4. BNU ensures that all complaints submitted to the Bank are immediately sent to its competent area for proper analyses and consideration, before the respective decision is communicated to customer. BNU’s response to the client must be always given in a short delay of time.

Article 15 – Culture of Prudent Risk Management

BNU’s Collaborators in charge of risk assessment and management responsibilities, subordinate their assessments and decisions to a rigorous criteria, aiming an independent, competent and prudent risk management, in strict conformity with the corresponding internal regulations, the rules of compliance, and by all laws and regulations, including those issued by the Regulator in Macau (AMCM).

Article 16 – Information

BNU discloses information about its activities – namely, in what concerns its economical, financial and patrimonial situation, as well as information on matters relating to its corporate governance – in a true, clear, relevant and updated manner.

Article 17 – Advertising and Marketing

1. BNU provides information about its products, services and respective costs, including fiscal costs, in a written, clear, correct, safe and accessible manner, in order to allow the customer to make a free and considered choice.
2. The advertising and marketing campaigns conducted by BNU, related with its activities, products and/or services, are implemented with due observance of all mandatory legal rules and regulations, as well as to the principles of truthfulness, transparency, equilibrium and clarity.

Article 18 – Quality of Service

1. BNU offers to its customers a service of quality, based on the best practices in banking and finance, and on its knowledge about its customers in terms of business, namely about their needs, capacities and potential.
2. The responses by the BNU to its customer requests are driven by the need of speed and courtesy in service delivery, and by commercial and operational performance, as well as by the exercise of a criteria of adequacy of the products, and of the technical capabilities made available by the Bank, in order to provide to the interested parties, relational levels of excellence as a result of this careful professional behaviour.

Article 19 – Personal Data Protection

BNU carefully respect all the laws and guidelines of the competent authorities regarding the protection of personal data, namely in what concern to the existence and alteration of costumer’s files, rights of consultation and correction of personal data inserted on them.

Article 20 – Operating rules

BNU makes every efforts in order to ensure that no activity or function is inaccessible, inactive or with a significantly diminished capacity of response, during normal working hours, except in case of “force majeure”.

Article 21 – Occupational Medicine, Hygiene and Safety in the Working Place

BNU meets the standards of occupational medicine, hygiene and safety in the working place, being the Collaborators responsible for complying with the laws, regulations and internal rules applying to this matter.

Article 22 – Relationship with the Authorities

BNU’s Collaborators actively cooperate within their personal knowledge and under the scope of their activities and competences with the Official and Supervisory Authorities, responding with diligence and completeness to all of their requests.

Article 23 – Relationship with Suppliers

The acquisition of goods and services by BNU is guided by the principles of efficiency, functionality and economy, while ensuring transparency and fairness in the commercial relationship with its various suppliers.


CHAPTER IV – Rules of Professional Conduct

Article 24 – General Rules

1. On their relationship with customers and other institutions, BNU’s Collaborators shall act with diligence, impartiality, loyalty, discretion and with conscientious respect for the interests entrusted to them;
2. Collaborators shall perform their duties, regardless which is their nature, by complying with the laws and regulations, as well as internal normative and regulations of the Bank, including the Code of Conduct.

Article 25 – Prohibition of Acceptance of Advantages

1. BNU’s Collaborators must not accept or ask for any advantages, including loans, gifts or other benefits or favours, from people with whom they relate, under the scope of their professional activity.
2. Are exceptions to the prohibition stipulated in the preceding paragraph, and provided it does not affect the impartiality and independence of the Collaborators in the exercise of their professional activity:
a) The acceptance of offers of merely symbolic value, according to the social uses, such as, for example, Christmas and other festive gifts, provided they do not set the acceptance of economical advantages;
b) The items and promotional gifts of little value and the invitations that do not exceed the limits considered acceptable by the social uses.

Article 26 – Conflicts of Interests

1. BNU’s Collaborators can not intervene in the assessment nor in the decision making process of operations, contracts, nor other forms of engagements, whenever, directly or indirectly, they are interested parties, or their spouses, relatives and parents, in straight-line and up to the fourth degree in the collateral line(2), or people living with them in marital or common economy, or companies or other entities where they hold, directly or indirectly, any interest.
2 Kinship is the bond that unites two people as a result of descent from one another (straight line) or both are from a common progenitor (collateral).
2. Whenever there is any situation related to a BNU’s Collaborator or with his assets, which may be susceptible to threaten or to undermine the normal fulfilment of his duties, or the objective and effective performance of his functions, in the interest of BNU or in the interest of its customers, the Collaborator of the Bank shall immediately inform his superior, or being a member of the Board, inform all the other members of the Board.
3. Collaborators cannot act, outside the professional scope, in third party matters that have as counterpart BNU or its Shareholder (CGD Group companies).
4. The resolution of conflicts of interest shall observe scrupulously the applicable legal, regulatory and contractual requirements.

Article 27 – Employees Operations involving Financial Instruments

1. Transactions made by any of BNU’s Collaborators, on their own, in any market where securities or derivatives are admitted for trading, are subject to the same rules and internal procedures applicable to the customers of the Bank.
2. In transactions involving securities or derivatives performed by Collaborators, are subject to the rules and procedures set-out in BNU’s guidelines applicable to the conflicts of interests.

Article 28 – Market Protection

1. BNU and its Collaborators respect scrupulously all legal and regulatory requirements applicable to financial intermediation in securities, derivatives and other financial instruments.
2. Collaborators must behave with integrity, refraining from participating in transactions in financial instruments or, to perform other acts that might endanger the regular functioning, transparency and credibility of the market.
3. It is forbidden to Collaborators the dissemination of inaccurate, false or misleading information, as well as carrying out fictitious transactions or to engage in unlawful actions designed to change the regular functioning of forex, money, securities or derivative instruments markets.
4. Collaborators who have access to inside information relating to financial instruments can not transmit that information outside the normal scope of their duties, nor use this information improperly, meaning, they can not, based on this information, negotiate, advise anyone to negotiate, order for yourself or others, directly or indirectly, the subscription, purchase, sale or exchange of such financial instruments.

Article 29 – Taxation

In performing operations and providing services which may originate fiscal effects, Collaborators must strictly comply with the dispositions of the respective laws and regulations, avoiding the occurrence of situations which may configure a violation of the applicable fiscal law.

Article 30 – Money Laundering

1. BNU has adequate internal regulations for the purpose of preventing operations related with money laundering and the financing of terrorism, containing all of the duties provided for in terms of current legislation, in addition to internal measures and procedures designed for compliance with the referred duties.
2. BNU Collaborators must comply with such duties in full, namely the duty of diligence in respect to their knowledge of customer’s business relations, the duty of conservation of documents and the legal requirement of prompt information on operations which may potentially be suspected of configure money laundering or be related with the financing of terrorism activities.

Article 31 – Corruption

1. BNU actively rejects all forms of corruption and its Collaborators should not be involved themselves in situations conducive to acts susceptible to configure association with this phenomenon.
2. The activity of BNU is subject to rigorous internal control mechanisms, which include an internal normative and rules aimed to prevent and combat corruption.
CHAPTER V – Final dispositions

Article 32 – Complaints

1. Without prejudice to all legislation relating to complaints books, customer’s complaints, whatever their content or object may be, may be submitted to any BNU branch office, through the BNU Direct service (Phone banking / Call Center – hotline 2833 5533), through e-mail (; – product offering; – – ATM / Credit card; – – Internet banking), as well as to the structural body acknowledged as being the most suitable to deal with the problem in question.
2. In order to provide an answer to all complaints presented by the costumers, BNU has an internal area directly dependent of the Executive Commission (CEXEC), to ensure that all complaints received are centralized at the board Level, before being immediately passed on for treatment, due analyses and consideration by the appropriate area of the Bank. When a decision is made about the complaint a response is sent to the costumer within the shortest possible period.
3. Under normal circumstances, the maximum delay of time for a reply by BNU is 10 working days. This period may only be exceeded when required by the nature or greater complexity of the complaint under analyses.

Article 33 – Follow up and Monitoring of the Implementation of the Code of Conduct

1. Requests for clarification of doubts in the interpretation or, related with application of the Code of Conduct should be addressed to the Compliance Office (COMOF), who will assesses the need for the intervention of other BNU’s units.
2. The Compliance Office (COMOF) promotes the dissemination of the Code of Conduct, the awareness and the training of all Collaborators, as well as the monitoring of its implementation and respective assessment in collaboration with other BNU units, when applicable.

Article 34 – Internal Communication of Irregular Practices

BNU provides an internal circuit duly regulated by an internal normative, for the communication of irregular practices, alleged incurred under the scope of its activity, ensuring confidentiality in its treatment, and non-retaliation to the author who made it in good faith and in an non-anonymously manner.
(1) Persons or entities affected by BNU or which may affect its activity.
(2) Kinship is the bond that unites two people as a result of descent from one another (straight line) or both are from a common progenitor (collateral). Kinship in straight line connects father and son (1. Degree), grandparent and grandchild (2. Degree), great-grandfather and great-grandson (3. Degree), and so on.
Kinship in collateral is what connects the brothers (2. Degree), uncle and nephew (3. Degree), cousins in first degree (4. Degree, etc.). Affinity is the tie that binds each spouse to the relatives of the other. It may give in a straight line, connecting in-laws and their wives / husbands, stepparent and stepchild, grandparent or great-grandparents or great-grandchildren and grandchildren alike, or in collateral line linking in-laws, uncles and nephews like, cousins by marriage.