Code of Conduct Approved: Effective: Next Review:

Transcription

1 Code of Conduct Approved: March 2015 Effective: March 2015 Next Review: March 2016

2 Table of Contents Contents A message from the CEO... 3 Application of the Code... 4 Who does the Code apply to?... 4 Following these principles... 4 Other requirements... 4 Further guidance... 4 The Role of Managers... 5 Minimum Standards... 5 Ownership of the Code... 5 Annual Review and Confirmation... 5 Communication of the Code... 5 Exceptions of Code... 5 Breach of First Caribbean s principles or policies... 6 Criminal offences involving dishonesty... 6 Reporting violations Acting with honesty and integrity Upholding the Law Acting with Honesty and Integrity and Preventing Corruption, Bribery and Fraud Money laundering Exchange Controls Protecting Privacy and Confidentiality Competing Fairly Respecting Copyright Conflict of Interest Offering and Accepting Gifts, Benefits and Entertainment Personal borrowing and lending Bequests and personal appointments Community activity Processing personal transactions March 2015 CIBC FirstCaribbean Public Page 1 of 34

3 2.6. Employment and business activities outside of CIBC FirstCaribbean Recommending services to customers Purchasing and selling assets and services Environmental Responsibility Personal Relationships in the workplace Workplace Behaviors Harassment and discrimination Safety and Security in the Workplace Alcohol and drug use Political or Religious Activity Providing Service to Our Customers Customer service Managing Inside information and personal securities trading Windows for personal trading of shares of CIBC FirstCaribbean International Bank or publicly listed subsidiaries Anti-competitive practices Electronic communication Maintaining records Protecting CIBC FirstCaribbean s Assets CIBC FirstCaribbean's assets Computer resources Dealing with our suppliers Following Expense Management Policy CIBC FirstCaribbean's image Internal and external investigations Contravention of the Code Annual Review and Confirmation Resources March 2015 CIBC FirstCaribbean Public Page 2 of 34

4 A message from the CEO FirstCaribbean International Bank Limited ( CIBC FirstCaribbean or the Bank ) has come into its own. Our intention is to build CIBC FirstCaribbean to be the Number One financial services institution in the Caribbean. This starts with building a foundation based on a strong set of values that embraces fairness, honesty and integrity, and commits to building and upholding a solid reputation to our stakeholders our customers, our employees, our shareholders and our community, based on our organizational values of trust, teamwork and accountability. In fostering and maintaining the kind of environment that CIBC FirstCaribbean intends to build, we will face many challenges -- challenges where one must distinguish between right and wrong, identifying conflicts of interest, and determining between an ethical and an unethical business decision. We are certain that each of us will use our best judgment to arrive at the most appropriate conclusion. However, there will be times when the answer will not always be clear and we will need guidance to make the right choices. The CIBC FirstCaribbean Code of Conduct is our guide. The following pages detail our ethical and legal obligations to our stakeholders. This guide will help us make sound decisions in our daily activities. That s why we are committed, and we are asking each of you to commit to reviewing the Employee Summary of this document each year. Our actions affect the credibility and reputation of the Bank, and each one of us has a responsibility to act with fairness, honesty and integrity. We represent CIBC FirstCaribbean International Bank and we must endeavor to set our organization apart from the competition as an organization of fairness, honesty and integrity. March 2015 CIBC FirstCaribbean Public Page 3 of 34

5 Application of the Code Who does the Code apply to? The Code applies to all employees of FirstCaribbean International Bank Limited and its wholly-owned subsidiaries (collectively CIBC FirstCaribbean ). This includes both regular and temporary employees working either full-time or part-time. The Code also applies to consultants, independent contractors and temporary agency staff providing services to CIBC FirstCaribbean (collectively contingent workers ). Many of the statements contained in this document use the terms we and our which refer to all employees of CIBC FirstCaribbean. The principles in CIBC FirstCaribbean Code of Conduct are the individual and collective responsibility of all employees. The principles outlined in this document are intended to: Protect the business interests of CIBC FirstCaribbean, its employees and customers; Maintain CIBC FirstCaribbean s reputation for integrity; and Ensure that CIBC FirstCaribbean through its employees complies with applicable legal, collective/industrial agreements and regulatory obligations. Following these principles The principles in CIBC FirstCaribbean Code of Conduct are extremely important to everyone in CIBC FirstCaribbean. We must be familiar with and carefully follow them in our daily activities. All of us must act, and must also be seen by our stakeholders to be acting, according to these principles. We also must understand and follow the requirements set out in employment agreements signed on being hired by CIBC FirstCaribbean. Other requirements CIBC FirstCaribbean Code of Conduct outlines basic principles that apply generally across CIBC FirstCaribbean throughout the region. Some areas within CIBC FirstCaribbean may have supplementary codes of conduct, policies, procedures, standards and guidelines with additional requirements. Employees who are subject to those additional requirements must conform to them, in addition to the principles set out in CIBC FirstCaribbean Code of Conduct. If there is any inconsistency between requirements, the higher standard will apply. Further guidance CIBC FirstCaribbean Code of Conduct does not cover every situation that we will encounter. The supplementary codes of conduct, as well as operational procedures in business areas, provide further guidance on these issues. If in doubt about what to do in a particular situation, we will seek assistance before continuing, from those materials, by discussing the matter with our manager or by contacting the appropriate resource person, outlined at the end of this document. This document sets out general principles. Some situations may require exceptions to these requirements. All requests for exceptions should be discussed first with our manager. If our manager agrees to pursue the request, then Governance and Control should be consulted before the intended action is taken. March 2015 CIBC FirstCaribbean Public Page 4 of 34

6 The Role of Managers Code of Conduct Managers play an important role in helping to ensure that the principles and standards of the Code are respected. They are role models for employees and contingent workers regarding acceptable standards of behaviour and are the first point of contact for employees and contingent workers who have questions about the Code. They must also support and protect any employees or contingent workers who, in good faith, report a potential violation of the Code. Minimum Standards The Code represents the minimum standards regarding our conduct and CIBC FirstCaribbean s obligations as a regulated financial institution. Employees and contingent workers who are licensed by a regulatory or professional body are also expected to adhere to any requirements imposed by those entities. In the unlikely event that there appears to be a conflict with CIBC FirstCaribbean s requirements, employees should consult their manager and the Governance and Control Unit before taking action. In the case of contingent workers, the obligations set out in the Code are in addition to any obligations that are contained in the agreement that governs the relationship between the contingent worker and CIBC FirstCaribbean (referred to as governing contract ). Ownership of the Code The Managing Director, Operational Risk and Governance is the Executive Owner of the Code. The Code was approved by CIBC FirstCaribbean s Board of Directors and is reviewed annually. This version of the Code is effective March, These principles will be revised from time to time due to changing legal, regulatory and market environments. Suggestions for changes should be directed to the Governance and Control Unit. Annual Review and Confirmation On an annual basis, confirming our compliance with the CIBC FirstCaribbean Code of Conduct is mandatory for all employees. Managers must ensure that employees understand the principles in the CIBC FirstCaribbean Code of Conduct and should seek any necessary guidance when issues are reported to them. Communication of the Code The CIBC FirstCaribbean Code of Conduct is communicated to all employees by way their own copy and is posted on the CIBC FirstCaribbean Intranet. Exceptions of Code Some situations may justify making exceptions to the Code. All requests for exceptions must be discussed first with your manager. If your manager agrees to your request, then written approval ( approval will suffice) must be obtained from the Governance and Control Unit. Exceptions for certain executive officers may be granted only by CIBC FirstCaribbean s Board of Directors or by a committee of the Board. Such exceptions must also be promptly disclosed to CIBC FirstCaribbean s shareholders. March 2015 CIBC FirstCaribbean Public Page 5 of 34

7 In the case of contingent workers, exceptions to the Code may be permitted if the codes, policies, training and other practices of the contingent worker s employer (a third party service provider) meet or exceed those of CIBC FirstCaribbean. Breach of First Caribbean s principles or policies CIBC FirstCaribbean s principles of business conduct help each of us make sound, ethical business decisions. By understanding the principles, we can seek guidance and help to resolve a real or potential issue. By actively implementing CIBC FirstCaribbean Code of Conduct, we are helping to ensure that internal standards are met. We expect that on a daily basis, most of us will follow CIBC FirstCaribbean s principles and demonstrate a high level of professional business behaviour. Unfortunately, there will be those occasions when an employee may be in violation of the principles. To uphold our commitments to our stakeholders, CIBC FirstCaribbean must act to protect the Bank s image and reputation and avoid possible legal penalties. If there is a violation, disciplinary action may be required. Any violation of CIBC FirstCaribbean s policies, procedures, standards or guidelines, or applicable laws and regulations, including the requirements set out in CIBC FirstCaribbean Code of Conduct, may influence an employee s performance assessment and could result in disciplinary action, including dismissal without notice or payment in lieu of notice, depending on the severity of the situation. Depending on the violation, it may also result in civil and criminal penalties. Criminal offences involving dishonesty We have an obligation to CIBC FirstCaribbean to notify our manager as soon as possible if we are charged with or convicted of theft, fraud or any other criminal offence involving dishonesty. For registered or licensed employees, it is possible that in some circumstances, depending on the nature of the event, the circumstances may need to be disclosed to a regulatory agency. Managers who receive such a report must inform Human Resources and the Governance and Control Unit. Reporting violations Our success in upholding our commitments also relies on employees reporting facts and incidents that may involve a breach of these principles. We have the responsibility to report any activity or practice by ourselves or other employees if we have good reason to believe any part of the principles in the CIBC FirstCaribbean Code of Conduct has been violated. We also have the responsibility to bring to report any irregularity which we believe may affect the interest of the Bank. We can report any suspicious activity or practice to our manager, Human Resources, or Legal Unit or Governance and Control Unit locally and/or regionally. Managers have a responsibility to seek proper guidance when an activity is reported to them. Should an employee report a suspicious activity or practice, the report will be treated confidentially to the extent possible and consistent with CIBC FirstCaribbean s responsibility to address the issue raised. No person is subject to retaliation for reporting suspicious activity in good faith. No employee may attempt to intimidate or retaliate against an employee who makes such a report. March 2015 CIBC FirstCaribbean Public Page 6 of 34

8 1. Acting with honesty and integrity 1.1. Upholding the Law Preserving trust and acting ethically are at the heart of what we do and how we do it. Each of us has a fundamental obligation to act honestly and with integrity at all times. This means respecting both the letter and the spirit of the Code in everything we do. We are also required to uphold and comply with the law and any other requirements established or endorsed by CIBC FirstCaribbean (including CIBC FirstCaribbean policies, procedures and standards, and industry guidelines). We must not knowingly engage in, facilitate or benefit from any illegal transaction or activity. An employee or contingent worker who is charged with or found guilty of a criminal offence must immediately notify his/her manager who, in turn, must notify Corporate Security and Loss Management. As a good corporate citizen, CIBC FirstCaribbean is committed to ensuring that the organization and its employees respect both the letter and the spirit of laws and regulations. The laws of each country in which we carry on business have an impact on the products and services we are able to offer and the ways in which we offer them. Some Caribbean jurisdictions use policy statements or guidelines, which may not be laws or regulations, but still must be followed. Violation of the laws or regulatory requirements can affect CIBC FirstCaribbean s reputation and our ability to carry on business. Failing to follow the Code or comply with the law risks exposing CIBC FirstCaribbean, as well as its employees and contingent workers, to serious regulatory or legal consequences and reputational harm. We will at all times satisfy ourselves that our dealings and actions comply with the letter and spirit of relevant legislation and regulatory requirements. We understand that ignorance of the law is not a valid defence if the law has been contravened. We will not knowingly and actively assist and further activity that is criminal in the jurisdictions in which FirstCaribbean conducts business. Since CIBC FirstCaribbean operates in a number of sovereign countries or dependent territories and may have dealings with citizens or corporations of other countries outside of the Caribbean, it may be difficult to determine which laws apply or how to manage a conflict among these laws. Other situations might appear to create a conflict between the requirements of CIBC FirstCaribbean Code of Conduct and the legal requirements of a given country. If so we must advise our manager, and we or our manager must discuss the situation with Legal Unit or Governance and Control Unit regarding an appropriate course of action. Many of the requirements in CIBC FirstCaribbean Code of Conduct involve legal and regulatory obligations that apply to CIBC FirstCaribbean and its employees. For example, FirstCaribbean is legally required to preserve the confidentiality of customer information and must follow laws regarding potential money laundering situations. In some cases, a breach of those laws may result in penalties to CIBC FirstCaribbean and its employees, including fines and imprisonment. Complying with the requirements of CIBC FirstCaribbean Code of Conduct will assist us in following the law. If we want more information or clarification of the laws and regulations March 2015 CIBC FirstCaribbean Public Page 7 of 34

9 that apply to our business area, we should contact our manager or one of the resources outlined at the end of CIBC FirstCaribbean Code of Conduct. We must report any concerns about suspicious behaviour relating to the honesty and integrity of CIBC FirstCaribbean, its employees and contingent workers, or any vendors, clients, government representatives or other third parties involved, directly or indirectly, in business dealings with CIBC FirstCaribbean. This includes reporting any situation where we believe, in good faith, that CIBC FirstCaribbean or any of the other parties mentioned above have violated or are about to violate a law or regulation. Report your concern to your manager or the appropriate contact listed in section 7 or call the confidential Whistleblower/Ethics Hotline Acting with Honesty and Integrity and Preventing Corruption, Bribery and Fraud The financial services industry is built on the highest level of trust. Integrity is a cornerstone of our business. We must act honestly and fairly and exhibit high ethical standards in our dealings with all stakeholders. Engaging in dishonest activity negatively affects employees and FirstCaribbean. It erodes client trust and may weaken our reputation within the community. Involvement or even attempted involvement in dishonest activity is unacceptable. All communications must be truthful, and must not directly or indirectly mislead others. Should we suspect a customer or an employee of dishonest activity, it is FirstCaribbean Code of Conduct to report the matter to our manager who would in turn report to our local Governance and Control Unit. Should we suspect our manager, we should contact our Country Manager, who will in turn, report the matter to Legal Unit or Governance and Control Unit. Some examples of dishonest activity are listed below: Theft and Fraud We will not steal from or commit fraud against CIBC FirstCaribbean, customers, employees or other parties, or attempt or assist others to do so. Kiting Kiting is fraudulently obtaining unauthorized credit or cash by manipulating the clearing system or banking machines. This activity is a criminal act and will not be tolerated, even if it does not cause a loss to CIBC FirstCaribbean. We will not engage in kiting and we will be alert to detect and respond to kiting by customers. An example of kiting is writing a cheque against an account with insufficient funds and depositing the cheque in another account to create a false balance against which debit items are processed. This transaction would be improper even if it is anticipated that there would be sufficient funds to cover the cheque at a future date. An example of activity that does not amount to kiting is writing a post-dated cheque payable on a date when funds are expected to be deposited into an account. Trust Activity Where we know that an account is a trust account, we should ensure the account is noted accordingly. If FirstCaribbean is asked to carry out a seemingly unusual transaction, we have a duty to enquire as to its purpose, the circumstances surrounding it and who will benefit from it. An example of an unusual transaction might be one that appears to be solely in the trustee s interest and contrary to the March 2015 CIBC FirstCaribbean Public Page 8 of 34

10 interests of the beneficiaries. Trustees have a legal obligation to act solely for the benefit of the beneficiaries of the trust. If appropriate, we should seek the beneficiaries consent to the transaction. We are entitled to refrain from carrying out the requested instructions until we have satisfied that duty to enquire. If we cannot reasonably satisfy ourselves as to the appropriateness of the transaction, we should seek guidance from our manager who, if necessary would seek guidance of the Legal Unit. Achieving the highest standard of ethical behaviour means that we will not engage, directly or indirectly, in bribery, kick-backs, payoffs or other fraudulent or corrupt business practices. Under no circumstances will we directly or indirectly offer or agree to give a bribe (in the form of a payment, loan, reward or other advantage) or engage in extortion. Bribery generally means giving or receiving a financial or other advantage, directly or indirectly, in order to induce or reward the improper performance of any activity. Bribery does not have to involve an actual payment and can take many forms such as a gift, a business opportunity, or travel and entertainment. Similarly, we will not kick back a portion of a contract payment to employees of the other contracting party or utilize other techniques, such as subcontracts, purchase orders or consulting agreements, to channel payments to government officials or to employees of the other contracting party, their relatives or business associates. We will not accept kickbacks if they are offered to us. If we are approached by an employee, contingent worker, vendor, client, government representative, or other third party with an opportunity to engage in such activity, we will report the incident to our manager, Corporate Security and Loss Management or the confidential Whistleblower/Ethics Hotline. Successfully preventing fraud at CIBC FirstCaribbean requires an ongoing commitment from all of us. This includes actively participating in the detection and reporting of suspected fraud, whether committed by an employee, contingent worker, or a third party involved, directly or indirectly, in business dealings with CIBC FirstCaribbean (e.g., a client, vendor or government representative). If you suspect that fraud has been or is about to be committed, you have a responsibility to report it to your manager, Corporate Security and Loss Management or call the confidential Whistleblower/Ethics Hotline Money laundering The financial system is a magnet that attracts criminals who wish to use our industry to conceal or legitimize cash that has been generated from a criminal activity. Typically, the aim of the criminal is to convert illegally obtained funds into some form of a bank deposit or security, which can be used without suspicion. This activity, called money laundering, is illegal and many countries have imposed legislation, which places legal obligations on financial institutions like CIBC FirstCaribbean to guard against and detect money laundering. CIBC FirstCaribbean's Board of Directors has adopted policy statements on money laundering which are contained within the Anti-money Laundering and Anti-terrorist Financing policy. We will follow Bank policies and procedures that are designed to ensure CIBC FirstCaribbean complies with applicable money laundering legislation and regulatory requirements. In no circumstances may we alert a customer or other party of an actual or potential investigation into money laundering. All employees are required to know the AML policy and procedures and must attest to this knowledge and be retrained on an annual basis both face-to-face and online. March 2015 CIBC FirstCaribbean Public Page 9 of 34

11 1.4. Exchange Controls Code of Conduct Some of the jurisdictions where CIBC FirstCaribbean does business have exchange controls or other restrictions that may limit the ability of CIBC FirstCaribbean or its customers to import, export, hold or convert certain currencies in that jurisdiction. Those governments consider that these regulations are important tools in preserving foreign exchange reserves and economic stability of the jurisdiction. These rules can be quite complex and may apply differently depending on the type of transaction or customer. It is important to consult operating procedures or our manager if we need guidance on particular circumstances. We will follow Bank procedures that are designed to ensure CIBC FirstCaribbean complies with applicable exchange control legislation and regulatory requirements Protecting Privacy and Confidentiality In all jurisdictions where CIBC FirstCaribbean does business, we have a legal obligation to keep all information about our suppliers, employees and customers confidential. This duty of confidentiality is based on English common law and covers all information arising out of the contract and banker/customer relationship. Any breach of this common law duty of confidentiality makes CIBC FirstCaribbean potentially liable for civil penalties, such as monetary damages or injunctions. Customer privacy and confidentiality duties start at the time when a customer applies for a banking product or service and continues even after the banking relationship ends. In several jurisdictions where CIBC FirstCaribbean does business, such as The Bahamas, Cayman Islands, and Turks & Caicos, statutes with criminal penalties also enforce client confidentiality. In these "bank secrecy" jurisdictions both CIBC FirstCaribbean and its employees, personally, can be liable for breaching client confidentiality by fines or imprisonment or both. We will presume that information about our customers and information received from them is confidential unless they indicate otherwise. The Bank s standards on Privacy and Confidentiality are contained in the Confidentiality and Privacy Policy. We will follow Bank procedures that are designed to ensure CIBC FirstCaribbean complies with its common law, regulators, governments and statutory obligations to keep all information about the banker/customer and employee/employer relationships confidential. We will view, use or share client, employee or contingent worker information only when we have a business purpose for doing so and in compliance with applicable law. We understand that CIBC FirstCaribbean may monitor account inquiries for the purpose of detecting unauthorized use, sharing or access. Our duty regarding confidentiality continues even after we leave CIBC FirstCaribbean. We will preserve the confidentiality of supplier and CIBC FirstCaribbean information. For example, we will not use, for our benefit or those of friends, relatives or other parties, confidential information without consent. Guidelines for protecting confidential information Safeguarding confidential information is important whether it be on CIBC FirstCaribbean property, in our home office or in transit as we travel to and from work. When in doubt about how to handle confidential information, we will seek guidance before using or March 2015 CIBC FirstCaribbean Public Page 10 of 34

12 disclosing it. We will take all reasonable steps to protect confidential information, including the following: We will always control access to confidential information. We will only access customer information on a need to know basis. We will exercise care when discussing confidential information with customers to ensure their concerns about confidentiality of information are dealt with appropriately. We will not discuss confidential information in elevators, restaurants nor any other public place. We will keep documents in the workplace safe and away from areas where they can be lost, stolen or viewed by CIBC FirstCaribbean employees without a need to know, or by outsiders. We will make sensitive information secure when our desk is unattended. We will safeguard documents we carry away from the office. We should be aware that conversations on cellular phones may not be confidential and may be overheard by other parties and act accordingly. We will ensure we use the correct fax number of recipients when faxing information. We will ensure confidential information is or will be shredded or otherwise made inaccessible prior to disposal. We will not leave computers unattended and accessible to CIBC FirstCaribbean employees without a need to know or to outsiders. We will not share confidential information about CIBC FirstCaribbean with companies that are or may be seeking to provide products or services to CIBC FirstCaribbean, except as required in the bidding process. Information security We will maintain our knowledge of and comply with CIBC FirstCaribbean s Information Security policies and procedures as they apply to our position. This includes applying classification standards and respecting access rights and controls. Our password is confidential and we will take adequate precautions to protect it. We are accountable for all computer activity initiated under our password. Employees sharing their passwords or leaving their terminals unattended facilitate many internal thefts. CIBC FirstCaribbean controls and monitors the use of its network (including all forms of electronic messages), computing facilities and voic system, and can restrict use of or withdraw access privileges to these systems and facilities without prior notice. In addition, CIBC FirstCaribbean may conduct investigations of potential violations of any CIBC FirstCaribbean policy based on this information. We are accountable for all activity carried out using our individual IDs or passwords and we will not share our IDs or passwords with anyone for any reason. Information requests from government agencies, regulators and legal authorities When we communicate with a government agency, regulator or official, we must avoid any suggestion that we are communicating on CIBC FirstCaribbean s behalf unless we have the authority to do so. In addition, in certain situations, employees and contingent workers who communicate on behalf of CIBC FirstCaribbean with government officials must comply with applicable lobbying activity pre-approval, registration and reporting requirements. CIBC FirstCaribbean will comply with valid requests from legal authorities and regulators. It is important that as employees, we re aware of CIBC FirstCaribbean s practices regarding such requests. March 2015 CIBC FirstCaribbean Public Page 11 of 34

13 When we receive a subpoena, summons or other legal demand for information, we will always (except where established procedures exist in our business area) seek guidance from the Legal Unit before: Discussing any information with the requesting party or confirming that any particular information exists; Providing the information requested in the summons or other legal demand for information; or Telling any affected customers or suppliers about the demand. Any unwarranted disclosure of information may amount to a breach of CIBC FirstCaribbean s duty of confidentiality and may expose CIBC FirstCaribbean to liability Competing Fairly CIBC FirstCaribbean vigorously competes in the marketplace and does so ethically, fairly and legally. We can, and do, gather data about our competitors; however, we will not communicate, acquire or use trade secrets or proprietary information of others unless we have the right to do so. Anti-trust and competition laws prohibit CIBC FirstCaribbean from engaging in activities that lessen competition. These include: Agreeing with other financial institutions or businesses on the terms of a transaction, product or service to be offered to clients, vendors or other third parties (such as interest rates, prices, charges or types of services); and Agreeing with other financial institutions or businesses to avoid competing for clients in particular product categories or geographic markets. Certain tied selling regulatory requirements prohibit us from proposing or entering into transactions with clients that require the clients to: Bring additional business to CIBC FirstCaribbean; Purchase additional products from CIBC FirstCaribbean; or Agree not to purchase a competitor s products. Where permitted, cross selling and relationship pricing are not considered tied selling, and are therefore not prohibited under the Code. Competition guidelines are very complex and some exceptions may apply. Any concerns about proposed dealings with competitors should be discussed with the Legal Unit Respecting Copyright Printed, broadcast, recorded or online materials and software are often protected by copyright law. We must exercise caution and may need to seek prior approval from the copyright holder before making copies of, distributing or otherwise using such material. If there is any doubt, consult the Legal Unit. March 2015 CIBC FirstCaribbean Public Page 12 of 34

14 2. Conflict of Interest A conflict of interest occurs when the interests of one party conflict or appear to conflict with those of another. Conflicts can occur between the interests of employees, CIBC FirstCaribbean, customers and suppliers. Avoiding conflicts of interest goes a long way towards ensuring that we avoid behaviour that is unethical or that otherwise contravenes the Code. We must avoid any situation where our personal interest may conflict, or could be perceived to conflict, with the interests of CIBC FirstCaribbean or of a client or vendor of CIBC FirstCaribbean. Concern over conflicts of interest is the source of many of the principles outlined in this document. Some examples of possible conflicts of interest occur when: Our personal interests conflict with a customer s interests, e.g. where we or a close family member may have an interest in a competitive line of business to that of a customer with whom we are dealing at CIBC FirstCaribbean; Our personal interests conflict with CIBC FirstCaribbean s interests, e.g. working parttime for one of CIBC FirstCaribbean s competitors; CIBC FirstCaribbean s obligation to a customer conflicts with the interests of another customer, e.g. where two of our customers are separately applying through the same relationship manager for a loan to pursue the same business opportunity; Where we, our family or a close personal friend are in a position, or may be perceived to be in a position, to benefit personally, or compete with CIBC FirstCaribbean, by using information we receive or authority we have as a result of our role or relationship with CIBC FirstCaribbean; Where we are in a reporting relationship with someone with whom we share a close personal relationship or would be perceived to benefit personally from the reporting relationship; Where we interact with someone in a professional capacity in the course of CIBC FirstCaribbean s business dealings with whom we share a close personal relationship, or where we have a direct influence in deciding whether CIBC FirstCaribbean will engage in business dealings with a person with whom we share a close personal relationship; or Where friendship or a close personal relationship may be perceived to adversely affect our judgment or objectivity, both in the workplace and in any business dealings. We will take care to ensure that we identify and actively manage any situation of actual or apparent conflict of interest. Even when we believe that our actions would not be influenced, we must take steps to ensure that even an appearance of conflict is adequately addressed. In some cases where a conflict exists, this will mean that another employee will have to conduct the transaction or manage the account. In resolving conflicts, we will put the customer s interests first. In any situation where the conflict is between CIBC FirstCaribbean s interests and our own, CIBC FirstCaribbean s interests must take precedence. We must discuss any actual, potential or perceived conflict of interest situation with our manager or contact the Governance and Control Unit as soon as possible so that steps can be taken to address the situation. March 2015 CIBC FirstCaribbean Public Page 13 of 34

15 2.1. Offering and Accepting Gifts, Benefits and Entertainment On occasion, existing or potential customers or suppliers may want to give us a gift, benefit or entertainment. In some circumstances, accepting them will not raise a conflict of interest. However, gifts, benefits and entertainment may also be seen by others to be a bribe or an inducement that clouds objective and fair business decisions. Giving a gift or other benefit to or receiving a gift or other benefit from, certain entities or individuals may give rise to a conflict of interest, especially where the gift or other benefit is of more than nominal value. We will not accept a cash gift or a gift that is similar to cash such as a cheque, money order or gift certificate from existing or potential customers, suppliers or their employees. We may give or accept another type of gift, benefit or entertainment, provided that: It is of nominal value. Nominal means: - Entertainment, including meals and social activities, the cost of which is within normal business practices; and - A gift or benefit which in our best assessment is approximately U.S. equivalent of $100 or less. It is not solicited; It is not given or received in return for doing business with a customer or supplier. (For example, we will not accept a gift, benefit or entertainment in return for a credit-related transaction or contract with a supplier); It is not given or received in return for the referral of business; It is not otherwise offered with an ulterior motive, such as an attempt to influence any other type of decision made in the course of regular work duties; If knowledge of the situation were to become public, it would not adversely affect CIBC FirstCaribbean s reputation; and It is not illegal. We will not give or receive a gift, benefit or entertainment when we know that doing so will violate the business practices of the other party. Gifts of cash or cash equivalents such as vouchers can never be accepted from customers or potential customers. Benefits - Benefit means any other offer made to us which provides us with a benefit or advantage, such as a discount from a customer or supplier. (For example, the general rule outlined above in this section prevents us from making a business decision in favour of a customer in return for a personal discount.) Entertainment - To assist in understanding the distinction between gifts and entertainment, consider an example where a customer has tickets to an event. If the customer gives us the tickets but does not attend with us, the customer has given us a gift. If the customer invites us to attend the event with him or her, the customer has offered entertainment. Travel and accommodation - We will never accept travel and accommodation offered for our personal use. This means, for example, that we will not accept free use of a vacation condominium for our family from a customer or supplier. If it is in the interests of both CIBC FirstCaribbean and a customer, and if we obtain prior approval from our manager, it may be permissible to accept partial payment from a customer for our own travel and accommodation to a business function. Customer payment of travel expenses for our spouse or family members is prohibited. March 2015 CIBC FirstCaribbean Public Page 14 of 34

16 Gifts, benefits and entertainment that exceed a nominal value - We may encounter a situation where refusal of a gift, benefit or entertainment of more than a nominal value may jeopardize our relationship with a customer. In this situation, we must consult with our manager as soon as possible to get their guidance. Our manager may in turn need to consult with his or her manager on whether the gift, benefit or entertainment can be accepted. Paying for gifts and entertainment - If we give a gift or provide entertainment to a customer or supplier in the course of our duties at CIBC FirstCaribbean, the expenses we incur in doing so must conform to CIBC FirstCaribbean s expense procedures. We should speak to our manager to obtain additional information Personal borrowing and lending Borrowing from or lending our personal funds to an existing or potential customer or supplier can be seen as a conflict of interest, even though our actions may be sincere. This action could affect an employee s image and objectivity in performing their duties at FirstCaribbean. We will not borrow from or lend personal funds or other personal property to any customer, client, vendor or supplier with whom we have an ongoing or potential relationship at CIBC FirstCaribbean. This restriction does not apply to: transactions with family members; or transactions with clients who are financial intermediaries (such as department stores or other financial institutions) if the transaction is conducted on market terms and conditions. We will avoid borrowing from or lending personal funds to another employee or contingent worker, particularly someone we supervise Bequests and personal appointments There may be a time when a customer seeks to make us a beneficiary in a will or trust. In other cases, a customer may seek to appoint us as a personal representative to act on their behalf. Such actions raise the potential for conflict of interest. Although it would be an honour to be made a beneficiary under a customer s will, this may create the appearance that improper influence was exercised. If a CIBC FirstCaribbean employee learns that a customer, other than a family member, is considering making the employee a beneficiary in a will or trust or appointing him or her as a personal representative (such as a trustee, executor or power of attorney), the employee must advise his or her manager and make every effort to prevent/discourage the customer from making the bequest or appointment. Employees will not prepare wills for customer unless approval is obtained from their Manager. If an employee learns that a customer, other than a family member, has already made the CIBC FirstCaribbean employee a beneficiary or personal representative, the employee must advise his or her manager in writing, and the manager must consult with Governance and Control. If it is determined that a real or apparent conflict of interest may exist, the employee may need to renounce the bequest or appointment, or stop processing transactions or managing accounts for the customer. CIBC FirstCaribbean will only act as trustee through its subsidiaries or branches that are licensed to carry on trust business, and must never be appointed as a trustee or other personal representative of a customer or other party. March 2015 CIBC FirstCaribbean Public Page 15 of 34

17 We will not act as a witness to any powers of attorney in which a CIBC FirstCaribbean subsidiary or branch is appointed under a power of attorney on behalf of a customer. Accepting signing authority or a grant of power of attorney from a client regarding a client s account (other than that of a family member) typically creates a conflict of interest and should be avoided. If you discover that such an appointment or assignment of authority has been made, you must immediately inform your manager and ask the client to revoke the authority or appointment. Governance and Control Unit s approval is required for any exceptions. CIBC FirstCaribbean reserves the right to require an employee or contingent worker to renounce any bequest or appointment or to remove himself or herself from dealing with a client s estate where there is an actual, potential or perceived conflict of interest Community activity Non-profit organizations As an active member of the community, CIBC FirstCaribbean encourages and recognizes its employees for their volunteer work. Donations are a big part of support for non-profit organizations, including the causes that CIBC FirstCaribbean supports as an organization. However, we must be aware that in some cases generating donations while at work can suggest to our customers or suppliers that they have an obligation to support a non-profit organization in order to maintain their relationship with CIBC FirstCaribbean. Similarly, soliciting donations from fellow employees may impair working relationships if employees feel obligated to contribute. We can personally promote charitable causes to customers, suppliers and our CIBC FirstCaribbean colleagues as long as we make it clear that we are contacting them on behalf of the charity. We must make it clear that there is no obligation to contribute and that not supporting those causes will not result in any adverse consequences to their relationship with CIBC FirstCaribbean. We will refer all donation and sponsorship requests to our manager, for review and possible referral to the Office of the Chief Executive Officer. Political activity Should we receive a request for a political donation from CIBC FirstCaribbean, we will direct the requesting party to the Office of the Chief Executive Officer. Since politics are highly personal, CIBC FirstCaribbean does not support political activities at work or on CIBC FirstCaribbean premises such as seeking political donations or actively promoting political activities unless authorized by the Chief Executive Officer. Employees engaging in authorized political activities in the workplace must make it clear that employees are under no obligation to vote for, support, or promote a candidate or party in question. See the Bank s Political Donations Policy for further guidance. Community Service As part of CIBC FirstCaribbean s mission to make a real difference in our communities, CIBC FirstCaribbean supports our involvement in community activities. We must be aware of the fact that by participating in those activities, we are, or may be perceived to be, representatives of CIBC FirstCaribbean. March 2015 CIBC FirstCaribbean Public Page 16 of 34

18 2.5. Processing personal transactions Code of Conduct Processing transactions for ourselves or persons close to us can be seen as a conflict of interest. Unless expressly permitted by a written CIBC FirstCaribbean policy or guideline, we must not process, or ask another employee or contingent worker who directly reports to us to process, a transaction for: Ourselves; A relative/member of our immediate family; Any party with whom we share a significant financial interest; Anyone for whom we are serving as a personal representative (such as trustee, executor, guardian, or through the grant of a power of attorney);or Anyone with whom we share a close personal relationship. Lending transactions are not covered by the code above as these will be processed through the Credit Risk Management Department. Routine in branch transactions which are covered by the code above include: cheques, cash transactions, debit cards, manager s cheques, foreign currency transactions etc Employment and business activities outside of CIBC FirstCaribbean Employees and contingent workers are expected to avoid any positions, associations, investments or other activities outside of their CIBC FirstCaribbean work responsibilities that might interfere with, or might be perceived to interfere with, the independent exercise of their judgment regarding the best interests of CIBC FirstCaribbean and its clients, vendors, employees and contingent workers ( outside activities ). Engaging in outside activities should be discussed with your manager and Governance and Control Unit as soon as possible so that any potential conflicts of interest can be addressed. Afterwards, we will alert and resolve with our manager any new conflicts that arise through that activity. We will not engage in employment or business activity that will or appears to put us in a conflict of interest with our duties at CIBC FirstCaribbean. We will not start or take an active role in a business that competes with or supplies goods and services to CIBC FirstCaribbean. Examples of outside employment or business activities which involve a conflict of interest are those that: Affect the objectivity and independence of the performance of an employee s duties and responsibilities at CIBC FirstCaribbean; Conflict with the time required to complete an employee s duties at CIBC FirstCaribbean; Involve the use of any information about CIBC FirstCaribbean or its customers, suppliers or employees; Place the employee in a position that gives the appearance that the employee represents CIBC FirstCaribbean; Imply that CIBC FirstCaribbean endorses a particular product, service or company; or Involve conducting outside business activity on CIBC FirstCaribbean time or using computers, software or other assets of CIBC FirstCaribbean for that outside activity. Outside Activity Approval Process: Employees Employees are expected to devote their working hours to their CIBC FirstCaribbean work and must obtain approval from their manager and the Governance and Control Unit before engaging in an outside activity. Approval must be requested by completing and submitting the applicable Outside Activities Approval Request Form (Form # 8685FC08-07). March 2015 CIBC FirstCaribbean Public Page 17 of 34

19 Outside activities include but are not limited to engaging in the following: Accepting an additional position or employment outside of CIBC FirstCaribbean; Carrying on business activities outside of CIBC FirstCaribbean; Investing in a business, other than a company that is publicly traded on a recognized stock exchange; Holding a controlling interest in a public or private business; Serving as a personal representative (such as trustee, executor, guardian, or through the grant of a power of attorney) for a client (other than a family member) with whom we or our business unit have a business relationship; Acting as a party in a client s estate or tax planning arrangement (other than a family member s arrangement) e.g., acting as a settlor, donor, or subscriber of shares; or Commencing a campaign for election or appointment to public office, whether paid or unpaid. If you received approval to engage in an outside activity and later change roles within CIBC FirstCaribbean, you must discuss the outside activity with your new manager and you may be required to submit a new request to ensure there is no actual, potential or perceived conflict with the responsibilities of your new position. Outside directorships Sometimes, we consider sitting as a director on the board of an outside company, either at the request of CIBC FirstCaribbean or on our own initiative. A director s first loyalty should be to the company on whose board they serve. Unfortunately, this loyalty can at times place the employee in a conflict between the interests of CIBC FirstCaribbean and the outside company. This especially happens when CIBC FirstCaribbean has a business relationship with the company or one of its competitors. Before we can serve as a director of a commercial company or organization (other than a civic or non- profit organisation), written approval is required from our Chief Executive Officer. If the appointment is not at CIBC FirstCaribbean s request, approval from Governance and Control Unit is also required. Approval to serve as a director will only be given where there is clearly not an actual or apparent conflict of interest. Prior approval is not required to serve as a director of a civic or non-profit organization. We must, however, avoid appointments or any activity once appointed that would put us in an actual or apparent conflict of interest with our duties at CIBC FirstCaribbean Recommending services to customers Our relationship with our customers is built on mutual respect, trust and integrity. For this reason, customers may seek our guidance in finding external service providers such as lawyers, accountants and real estate agents. While we may provide the names of several suggested external service providers, we will not give a recommendation for a specific service provider to a customer. Sometimes CIBC FirstCaribbean establishes a list of approved service providers which customers must use regarding a particular product or service. In those cases, we can and should make such a March 2015 CIBC FirstCaribbean Public Page 18 of 34