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Code of Conduct for

Banks and Non-Bank Financial
Institutions
December 12, 2017

Bangladesh Bank

Chief Advisor
Abu Hena Mohd. Razee Hassan
Deputy Governor
Bangladesh Bank

Advisors
Subhankar Saha
Executive Director

Dr. Abul Kalam Azad
Executive Director

Coordinator
Abu Farah Md. Nasser
General Manager

Members of Working Committee
Swapan Kumar Roy, General Manager, Bangladesh Bank

Gopal Chandra Das, Deputy General Manager, Bangladesh Bank (Rtd.)
Md. Shafiqul Islam, Deputy General Manager, Bangladesh Bank

Arief Hossain Khan, Deputy General Manager, Bangladesh Bank

Md. Mukhlesur Rahman, General Manager, Bangladesh Krishi Bank

Mamun Mahmud, SEVP, Jamuna Bank Ltd.

Md. Abul Bashar Majumder, Deputy General Manager, Rupali Bank

Khairun Haque, Head of Learning Academy, Standard Chartered Bank (Rtd.)

Page | IITable of Contents
1.0 Preamble ............................................................................................................................ 1
2.0 Introduction ........................................................................................................................ 2
3.0 Stakeholders ........................................................................................................................ 2
3.1 Government and Regulators ............................................................................................ 2
3.2 Investors, Beneficiaries, Analysts/Researchers and External Auditors........................... 3
3.3 Customers and Clients...................................................................................................... 3
3.4 Staff and staff associations/clubs.................................................................................... 3
3. 5 Others ............................................................................................................................. 3
4.0 Basic professional and institutional obligations ................................................................. 3
4.1 Code of Conduct for Employers ...................................................................................... 4
4.2 Some specific compliance guidance ............................................................................... 4
4.3 Serving Customers and the Stakeholders ....................................................................... 5
4.4 Service Provider .............................................................................................................. 5
4.5 Encouraging people for knowledge and skill enhancement ........................................... 6
4.6 Delivering to Partners...................................................................................................... 6
4.7 Being Proactive ................................................................................................................ 6
4.8 Working in Teams ............................................................................................................ 6
4.9 Respecting Each Other and reciprocity ........................................................................... 6
4.10 Guarding against Arrogance ......................................................................................... 7
5.0 Responsibility ...................................................................................................................... 7
5.1 Responsibility to Shareholders ....................................................................................... 7
5.2 Responsibility to Customers ............................................................................................ 7
5.3 Responsibility to Community/Society ............................................................................ 8
5.4 Commitment to the Environment ................................................................................... 8
6.0 Property and Information of Bank and NBFI ...................................................................... 8
6.1 Property of Bank/NBFI .................................................................................................... 8
6.2 Information Security........................................................................................................ 9
6.3 Invisible Property............................................................................................................. 9
6.4 Intellectual Property of Others ....................................................................................... 9
6.5 Bank's/NBFI's Information ............................................................................................. 9
6.6 Customer Information ................................................................................................... 10
Page | III

6.7 Information of Government Agencies' ........................................................................ 10
6.8 Employee Information .................................................................................................. 10
6.9 Suppliers’ Information ................................................................................................... 10
7.0 Use of Position .................................................................................................................. 10
7.1 Private Gain: .................................................................................................................. 10
7.2 Endorsement: ................................................................................................................ 11
8.0 Conflicts of Interest ........................................................................................................... 11
9.0 Engagement in Other Employment .................................................................................. 12
10. Private Trade or Employment ........................................................................................... 13
10.4 Procedure for Applying in Outside Employment: ....................................................... 13
10.5 Teaching, Speaking & Writing ......................................................................................... 14
11. External Pressure/Approach to Member of Parliament, Political Leader, Board Members
etc. ........................................................................................................................................... 14
12. Acceptance of Gifts and Foreign Awards ........................................................................... 15
13. Fair Treatment of Counter-parties .................................................................................... 15
14. Anti-Money Laundering ..................................................................................................... 16
15. Accuracy of Records and Reporting .................................................................................. 16
16. Fraud, Theft or Illegal Activities ....................................................................................... 17
17. Working Environment ...................................................................................................... 1717.1 Health & Safety............................................................................................................ 1717.2. Workplace Environment ............................................................................................. 17
18. Team Work ....................................................................................................................... 17
19. Diversity ............................................................................................................................. 18
20. Employees' Grievance ........................................................................................................ 18
21. Compliance with Laws, Rules and Regulations .................................................................. 18
22. Fair & Equal Employment Opportunity ............................................................................. 18
23. Harassment ....................................................................................................................... 19
24. Zero Tolerance to Violence Whistle Blower in the Workplace ......................................... 19
25. Special Responsibilities of Superiors.................................................................................. 20
26. Fair Treatment of Customers ............................................................................................. 20
27. Privacy and Security of Clients/Stakeholders Information ............................................... 20
28. Transparency and Accuracy of Financial, Tax and other Reporting .................................. 21
Page | IV29. Interaction in Print, Electronic and Social Media .............................................................. 21
30. Guidelines for ‘Speak Up Policy’ ........................................................................................ 22
31. Personal Investments and Insider Trading ........................................................................ 22
32. Arranging Seminar / Workshop / Training ......................................................................... 23
33. Automation / Digitalization of Business Process ............................................................... 23
34. Employee Conduct outside the Office Premises............................................................... 23
35. Grooming, Etiquette and Compliance with the Dress Code .............................................. 23
36. Post-Employment Activities and Responsibilities .............................................................. 24
37. Responsibilities of Ethics Committee to Uphold the Code of conduct.............................. 24
38. Recognition & Award ......................................................................................................... 24
39. Disciplinary Procedures and Actions.................................................................................. 25
40. Compliance with the Code of Conduct .............................................................................. 25
41. Amendments or Modifications to and Dissemination of the Code of Conduct ................ 26

Page | V1.0 Preamble
The code of conduct sets the principles for the stakeholders- Members of the Board of
Directors and its committees, employees of all levels and categories of banks and Non-

Bank Financial Institutions (NBFIs), business partners and service providers andreceivers to and from banks and NBFIs to keep uphold and promote the interests ofthese institutions.

The principle objective of this set of code of conduct is to protect the interests ofcustomers, owners and employees, stakeholders of all types of banks and NBFIs as wellas the counterparties, in addition to the wider interests of the society as a whole. This

document is also vesting the responsibility of compliance of the codes set herein alongwith abidance of legislation, regulation and industry/employer codes and standards on
all concerned in the banks and NBFIs in the country in all of their day to day activity.

This guidelines intended to comply compulsorily by banks and NBFIs in the country

while conducting their businesses. The ultimate and firm objective is to ensure integrity,high ethical standards, due skill, care and diligence in all of their business and allied
activities, including the stakeholders. The banks and NBFIs must take reasonable careand measures to organize, manage and control their dealings and affairs responsiblyand effectively, with adequate risk management systems and financial resources.

All banks and NBFIs must effectively employ the resources, policies and procedures,processes, systems and control checks, including compliance checks and staff trainingthat are necessary for compliance with and proper understanding of this guidelines andthat of banks and NBFIs own.

Another objective of the guidelines is to promote rationale behavior between/amongst
banks, NBFIs and their stakeholders. Practicing such code of conduct may also promote

fair competition among institutions and strengthen the banking and financial
environment in the country. This guidelines will be treated as a minimum requirement

but not limited to this instruction given. In line of the business of its own, bank and NBFI
can develop it to their end.

Page | 1

2.0 Introduction
Persons working in the banking and financial services industry, including their affiliates
in research and development, and training in the country as owner, director, employee,

advisor/consultant, contractor/supplier or in any other form of stakeholder under legal

or institutional provisions/arrangements must act with integrity i.e. in an honest, fairand legitimate manner. Their activities must fully be customer service oriented andclearly be motivated by integrity and ethics, of course, in full conformity with the legal
and regulatory requirements.

All Members of the Board of Directors and its committees, employees of all levels andcategories of banks and NBFIs, business partners and service providers and receivers toand from banks and NBFIs are expected to display the highest standards ofprofessionalism and commitment to ethics and integrity in all of their conducts. It is alsostrongly expected that they all in every act and at all times would pay due respect, careand consideration to others and putting the public interest first.

Directors of Board, members of different Committees of the Board and Managementof the Banks and NBFIs are individually and collectively remain committed andresponsible to excel the practice of corporate governance principles in their institutions

and activities by placing due attention and weights on the compliance of best ethicalstandards and integrity as recommended by the regulators for enhancing their internaland external credibility and establishing transparency.

3.0 Stakeholders

3.1 Government and Regulatorsa.

Ministry of Finance (MOF);c.

National Board of Revenue (NBR);

b.
d.
e.
f.

Bangladesh Bank (BB);

Bangladesh Securities and Exchange Commission (BSEC);
Bangladesh Investment Development Authority (BIDA);
Comptroller and Auditor General of Bangladesh etc.

Page | 2

3.2 Investors, Beneficiaries, Analysts/Researchers and External Auditors
a.

b.
c.

d.
e.
f.

Shareholders and market investors;

Business community, including chambers, associations and businessclubs;

Rating agencies and the users of ratings;

Financial analysts/financial professionals;
External Auditors;

Brokers and dealers in shares, securities, debentures etc,

3.3 Customers and Clientsa.

Customers and users of goods/products and services;c.

Service providers and receivers of all categories.

b.

Suppliers-both backward and forward linkages; and3.4 Staff and staff associations/clubsa.

Employees of all levels;c.

Consumer Welfare Associations;b.
d.

3. 5 Others

Trade Unions/Welfare Associations;
Other interest groups such as ethicists, environmentalists, gender welfare
groups, etc.

a.

Civil society-elite groups;c.

Authorities of related books and journals, and advertising Agencies;

b.
d.
e.
f.

g.

Social Media-print and electronic;
Brokers and dealers;

Whole sellers and retailers;
Agents and facilitators; andStockist and Transport and Courier Companies.

4.0 Basic professional and institutional obligations
For attaining and upholding public attention and customer/users and stakeholders’confidence, Banks/NBFIs have to make it sure that each of their employees performtheir assigned job with utmost honesty and integrity, along with highest professional
Page | 3

attitude and aptitude. Each member of all categories must be firm in their performancefor the benefits of their organization and must avoid conflict of interest.

4.1 Code of Conduct for Employers

Banks and NBFIs will have to maintain a pleasant working environment in theirorganization in terms of presence of well set and well defined compensation package,
clearly set goal orientation, as well as performance-led job description for employees of

all levels. The employer must ensure the scope for both professional and careerdevelopment of the employees. Such an environment with well designed strategic andlogistic support would reinforce the satisfaction of the employees, which will ultimately
make them loyal to the organization and its culture.

Working environment as well as procedures in the Banks/NBFIs must be well designed

and well maintained so as to make it reasonably and promptly responsive to thecustomer needs, along with compliance of legal and regulatory requirements. Hence, theemployees should therefore be made well-trained and well mannered in order fordischarging their jobs efficiently, which will eventually enhance the goodwill of theinstitution and thereby, expand the customer base and market share. Importantly, tomotivate the employees towards the goals of the organization and enable them toperform to the best of their levels, responsibilities be clearly defined and carefully beallocated along with requirements and procedures for accountability and performance
reporting and evaluation.

4.2 Some specific compliance guidance
a.
b.
c.

At all times the stakeholders shall act in a professional and ethical way, anduphold the highest standards of honesty, trust, fairness, integrity anddiligence;

Every stakeholder shall consider the risks and implications of their actions

and in principle, should feel accountable for them, and for the potential
adverse impacts;

All in the company/organization shall take firm promise to comply with all
current regulatory and legal requirements, and adopt endeavor to follow
best industry practices;

Page | 4

d.
e.
f.
g.
h.

All information be used and handled with best care and due diligence beapplied to ensure highest confidentiality and preserving sensitivity;

Prevent and avoid potential conflict of interest that may arise and influence
one whilst he/she performs;

Serve customers, colleagues and counterparties with due care. Respect

their desires and serve them with responsibility if they asked for, or help
them voluntarily;

Set the service standard for the organization that reflects professionalismthat also expresses values and attitudes, as well as positive behaviors;

Equip employees to carry out their duties with due regards to the technicaland professional standards expected by qualified customers. Encourage

the staffs continuously to develop and maintain their technical andi.

professional knowledge and level of competence; andTrain and encourage the staff/officials to act with complete integrity

towards customers, colleagues, counterparties and others with whom they
may come into contact.

The ethical conduct of all employees of banks and NBFIs and the reputation of theprofession depend largely on their approaches and attitudes at all levels. Standards ofintegrity, ethics and professionalism cannot be created or maintained by written rules

alone, rather this depends upon the integrity and behavior of those engaged as

professionals in the industry. Thus the responsibility of banks and NBFIs is to adopt anduphold integrity and professional ethics in their respective institutions and service
standards.

4.3 Serving Customers and the Stakeholders
For ensuring standardized services and ethical business development, each institution(banks and NBFIs) should identify their existing and potential users, side by side withthe selection of service providers at various levels. Efficient and effective selection andcategorization would enable the banks and NBFIs to make proper business plan.

4.4 Service Providera.

Analyze and determine customer base and review and understanding their needs
effectively;
Page | 5b.

Add in and provide product and service excellence with integrity and sincerity;c.

Provide with secured and advanced banking facilities-products and services;d.

Be fair and well-committed in serving the customers and stakeholders;e.

All services sold or served be passed - through the legal and regulatory processes;
andf.

Each type of stakeholders’ involvement and concern be clearly defined andclearly understood.

4.5 Encouraging people for knowledge and skill enhancementa.

Providing opportunities for professional development;c.

Applying Banks/NBFIs values & principles consistently.

b.

Evaluating performance objectively; and4.6 Delivering to Partnersa.

Adherence to good corporate governance practices;c.

Protecting reputation of Banks/NBFIs; andb.

Protecting intellectual property;d.

Strengthening competitive behavior.

a.

Anticipating and embracing changes;

4.7 Being Proactiveb.
c.

Encouraging and rewarding innovation responsibly; andMaintaining and sharing accurate and useful information.

4.8 Working in Teamsa.

Remain individually and make others accountable for every action;b.

Refrain from favoritism and bias;d.

Work jointly and collectively; andc.

e.

Extract value from different perspectives;

Acknowledge and appreciate value for both individual and teamcontributions.

4.9 Respecting Each Other and reciprocitya.

Recognize and respect human dignity;

Page | 6

b.

Provide/establish a working environment free of harassment andc.

Comply with social and occupational health & safety regulations; andintimidation;d.

Protect organization from damage/loss of physical assets.

a.

Celebrate successes and achievements with modesty;c.

Express personal identity with dignity, courtesy and tolerance.

4.10 Guarding against Arroganceb.

Meet the legitimate expectations of stakeholders; and

5.0 Responsibility

5.1 Responsibility to Shareholdersa.

Banks/NBFIs should preserve the lawful benefits and interests of theirb.

Should make utmost endeavor to maximize profit and increase payout ratioc.

shareholders;for the stakeholders; andShould make best effort to maximize company profit and manage the same
ethically and properly.

5.2 Responsibility to Customers
To satisfy the customers-needs efficiently, the Banks/NBFIs require to:a.

Understand and honor the customer needs, as well as serve them

indifferently, promptly and honestly;b.

Ensure complete secrecy of customers` affairs/account information at allc.

Issue notice with reasonable time in case of closure of bank accounts for any

d.
e.
f.

g.

times unless asked by any competent court or any other lawful authority;
legitimate reason(s);Provide customers with requested account statement accurately andpromptly;

Keep the customers updated regarding any suspicious operations in his
account;

Exercise due diligence in the operation of customer accounts; andKeep customers fully informed with all banking and financial products.

Page | 7

5.3 Responsibility to Community/Society
All banking and other financial activities of banks and NBFIs must comply with therecognized/established legal, regulatory, as well as social/community norms, customs
and values.

5.4 Commitment to the Environment
Environmental and climatic protections are among the most pressing global

challenges of the time. All of these are to be taken into account in all areas oflending/financing. Emphasizing on the areas of energy and climate change whilelending, bankers would support the process of sustainable economic growth of thecountry. Bankers/financial managers must have firm commitment to choose and do

the right things, along with the compliance of legal requirements. They must consider

structural and non-traditional risks management options that inherent to banking
and other financial activities side by side with the management of traditional
financial risks, such as credit risk, market risk and operational risk etc.

Risks

inherent to environmental and social events/activities also need to be taken into
consideration.

6.0 Property and Information of Bank and NBFI
6.1 Property of Bank/NBFI
Key responsibility of a bank/NBFI is to protect and safeguard the organization's
property, not to use it for personal purposes/gain use and abide by the followingsa.

b.
c.

d.
e.

An employee of a Bank or NBFI shall follow the operational and IT security

manual meticulously while using property of the organization;

He/she needs to ensure the fair value of assets while these are acquired anddisposed off if an employee works as member of asset acquiring/disposal
committee.

He/she shall not participate in the name of other person in the supplying ofmaterials to bank or selling bank's/NBFI's old assets.

He/she shall protect the pilfering of stationeries, stealing, embezzling or

misappropriating money, funds or anything from Bank/NBFIs.

He/she shall apply own judgment and ethical concerns in usingorganization's phones, electronic mail or computing systems for personalrequirement.

Page | 8

f.

He/she shall refrain from using the organization's Letter Head for personalcorrespondence.

6.2 Information Security
All banks and NBFIs shall take reasonable care to keep secure their information fromunauthorized disclosure and exchange. Any confidential information it receives onclients, or any details of the transactions of its clients shall be preserved with utmost

security. Unless asked by any lawful and competent court/authority, exchanging or

disclosing of information will be treated as a serious violation of ethical standard, andshall be treated as a breach of contract.

6.3 Invisible Propertya.

An employee shall not use the corporate brand and goodwill of theb.

The use of official designation for any personal gain should be prohibited.

bank/NBFI for non-official purposes like taking house rent, renewal of car
license, buying own flat and other assets.

6.4 Intellectual Property of Others

An employee shall be cautious about the intellectual property rights of others. For

example, he/she shall not provide performance report of one customer to other, not use

logo of third party in purposes which are not allowed in the franchise agreement, notuse the CIB report of third party and refrain from plagiarism of other bank's/NBFI's

credit analysis for personal gains or purposes.

6.5 Bank's/NBFI's Information

While performing the official task, an employee of the Bank or NBFI may have access to
information that is not generally available to the public or that is considered
confidential for managerial or administrative purposes. This may include information

related to banks, customers, suppliers and current and former employees, as well as

system- and bank-related information. He/she shall not disclose this information unlessauthorized by competent authority.

An employee of a bank or NBFI shall not provide any information to third party without

prior approval of competent authority. He/she shall not disclose the unpublished andsensible information of the institution related to its performance, strategy, system,
policies etc.

Page | 9

6.6 Customer Information
An employee shall not accede to or use customers’ information excepting related
business purposes. He/she shall protect the confidentiality and security of customer
information.

6.7 Information of Government Agencies'
Any information of govt. agencies like ACC, NBR, BB, BSEC etc shall not be disclosed
without prior approval of competent authority.

6.8 Employee Information

An employee shall keep all information of the organization, either current or old, secretand confidential.

6.9 Suppliers’ Information
An employee shall keep information about the purchase of goods or services

confidential. Price quoted, methods, business policy etc. of the vendors should not be
disclosed.

7.0 Use of Position
The officials in all positions of Banks and NBFIs shall have to abide by their respective

Code of conduct for the sake of both institutional and national integrity. It is expectedthat an official shall use his/her position and delegated power to do his/her jobs
appropriately. Any deviations of this shall be treated as abuse of position and power.

Generally such deviations are found out for following two reasons:7.1 Private Gain:

An employee is supposed to exercise his/her power attributed to his/her position forthe benefit of the institution as well as the country. But it becomes injurious and illegal
if the exercise of his/her power relating to his/her position is led towards personal

benefit. It is tantamount to corruption or misuse of power and position and it is quite
contradictory to national integrity. Therefore, the use of position of an employee in any
institution for any private gain is strictly prohibited.

Page | 10

7.2 Endorsement:
The endorsement of one’s position is also similar to the abuse of position. Sometimes,

dignitaries may not directly take any benefit by using their power and position.
However, they may pave the path for benefits for other persons by making such
unlawful use and authorization of position and power.

The aim of a dignitary should be serving the people or nation without bias. If any
activity makes his/her own people benefited unusually and thereby frustrates theothers, it shall be treated as partiality and nepotism. So, a dignitary shall not be involvedin such activities.

8.0 Conflicts of Interest
8.1 The conflict of interest is often a very strong hurdle on the way of implementation ofnational integrity strategy. When an employee thinks of his/her personal interest

from his/her official position, a question of conflict of interest arises. The statuteallows him/her to serve his/her own gain, or interest at the cost of employing
institution or the state. It is a statutory as well as an ethical obligation for an

employee to keep himself/herself away the personal interest. The apparent causes
or reasons behind such a conflicting situation may include the followings:a.

Dissatisfaction with salary and remunerations;c.

Lack of opportunities for promotion, or deprivation from promotion;e.

Greed to or from colleagues and employer; and

b.
d.

f.

Unpleasant working environment;

Undue influence and/or pressure from others;
Lack of job security.

8.2 Whatsoever the circumstances, the employees must avoid the conflict of interest as
long as they hold positions in the organization. Availing any kind of undue or illegal

benefit/facilities irrespective of forms, shall be treated as deviation from therequired standard of services. So, to keep the employees refrained from such a trapof conflict of interest, employers might administer the employee affairs legally &ethically, and compensate them reasonably. An employee shall have to refrain fromdoing the following:

Page | 11a.

Performing his duties with a view to preserve/protect his own benefits atb.

Involving in any kind of financial activities relating to his personal gain.

the cost of his employer.

c.

Giving any advice, consultancy, direction or suggestion to anybody or to anyd.

Any practice/exercise that may benefit him at the cost of institution's assets

institution that may cause for losses to his employer;

either monetary or non-monetary;e.

Doing anything that may damage the goodwill, image and reputation of thef.

Doing anything that may hamper the secrecy and privacy of any

g.
h.
i.
j.

institution;affairs/information of the company;

Involving or taking part in any business dealing like share holding, profit
sharing, partnership of any business company or manufacturing industry orservicing centre for their personal benefit;

Getting any unusual or illegitimate benefits directly, or indirectly forhimself/herself and family or family members, and relatives either explicitly,or implicitly by disguising identity;

Receiving any charitable contribution from others and/or make any

charitable contribution to his family members and relatives if thosecharitable contributions are made by/under his power and position;

Receiving any gift (in cash or kind) from those who are directly benefited or
assisted by his office or by his power and position.

The above noted issues are least in the list, but not exhausted. Any unusual act

make/done by the employee(s) shall be considered within the trap of conflict ofinterest and be reviewed within the purview of offences.

9.0 Engagement in Other Employment
An employee shall not:a.

b.

Engage himself in any commercial activity or pursue such activity either on
his own account or as agent of others ;Accept any outside employment, honorary or stipendiary, without priorapproval/consent of the competent authority in the current employing

institution; andPage | 12

c.

Undertake part time work except those, which may be requested to be
accepted or undertaken by competent authority.

10. Private Trade or Employment

10.1 Subject to the other provisions of this Code of conduct, no Bank/NBFI employee

shall, except with the previous permission of the competent authority, engage inany trade or undertake any employment or work, other than his/her official
duties.

10.2 Any employee of Banks/NBFIs below officer rank may undertake/run a small

enterprise which absorbs only his/her family members. However, in such cases

he/she must inform this to his/her employer along with the declaration of assets.

10.3 Any employee of banks/NBFIs may undertake honorary work in social, religious
or charitable organizations and also may engage in occasional work of a literary or

artistic character/nature, which may include publication of one or a few literaryor artistic works, provided that his/her official duties do not hamper/suffer

thereby. But the employing authority, at any time, may forbid him to undertake itor ask to abandon it if there exists valid reason/s to do so.

10.4 Procedure for Applying in Outside Employment:

Eligible application of temporary, or permanent employees of the Banks/NBFIs foroutside employment shall be dealt with on the basis of the following principles :i.

a. Application for appearing in the competitive examinations of Bangladesh

Public Service Commission and in other government, semi-government

entities/institutions including state owned/specialized banks, private banks
and other public/private entities/institutions shall be forwarded.

b. Applications for employment in International Organizations whereBangladesh is a member and for employment under Foreign Governments
shall be forwarded provided that all such applications are processed throughthe concerned/competent channels of Government of Bangladesh.

Page | 13

ii.
iii.
iv.

Applications from all categories of employees for employment in theautonomous bodies including public and private university shall be
forwarded.

Any application for outside employment which does not fulfill the above
conditions shall not be forwarded.

In case of employment opportunities abroad, the applicants must pay their

liabilities with the employer and thereafter, submit resignation letter
abiding by concerned rules and regulations of the employing Bank/NBFIs.

When an employee is released for outside (foreign) employment and thequestion of lien arises, such an issue shall be governed by the service rules ofthe bank/NBFIs concerned. This would be followed both in cases of
temporary and permanent foreign employment. Any bank, or NBFI candeputes it's any employee to any work or institution of their own,
onshore/off-shore

offices,branches,affiliatedoffices/institutions,subsidiaries and such placements/deputations might be governed by theservice and/or other related rules.

10.5 Teaching, Speaking & Writing

Employee considering authorship or publication of a book, article etc and speaking infront of the media which is not commissioned by the organization but which could in

any way be connected with their work or employment at the organization should seek
guidance from the management through HR before entering into any commitment. Any
publication or public speaking of an employee should not tarnish the image of theorganization vis-à-vis regulatory bodies of the country. The same considerations apply
to the publication of material on the world-wide web and social media. No employee
shall make any communication regarding the affairs of the bank/NBFI to the press or

any other media, nor publish any article containing data, comments or opinions onbanks or other affairs in any newspaper which may involve the bank, without obtaining
prior approval of the competent authority.

11. External Pressure/Approach to Member of Parliament, Political
Leader, Board Members etc.
No employee shall, directly or indirectly, approach any member of Parliament or use
any political or other type of influence or attempt to bring any influence of the Board ofPage | 14

Directors of his/her organization for his/her employment, increment, promotion,transfer or any other personal gain.

12. Acceptance of Gifts and Foreign Awardsi.

No employee of banks/NBFIs shall, without prior permission of thecompetent authority, accepts by him/herself, or permit any of his/her family

member to accept any gift from any person that make him/her obligated in

official position to the gift providers. If anyone sends gift items via postal or

courier services, may be received but will immediately be handed over to the

ii.
iii.

higher authority for disposal.

If any question arises whether the receipt of a gift places a Bank/NBFI

employee under any form of official obligation to the donor, the authority

will take action against such activity.

If any gift is offered by the head or representative of a foreign state, thebank/NBFI employee concerned should attempt to avoid acceptance of sucha gift if, s/he can do so without giving offence. If, however, s/he cannot do so,s/he shall accept the gift and shall report to the authority for orders as to its

iv.

disposal.

No employee of banks and NBFIs shall accept a foreign award, title or honor
without the approval of the competent authority.

13. Fair Treatment of Counter-parties

All relationships with external counter-parties should be conducted in professional andimpartial manner. Vendor selection and hiring decisions shall be made objectively andin the best interest of the organization based on evaluation of integrity, suitability, price,delivery of goods/service, quality and other pertinent factors. Employee should commit

to fair contract and payment terms with them in return of good service at a good pricesupplied; in a responsible manner.

Employee’s personal relationship with contractors, suppliers and vendors if any, shallbe disclosed to the Top Management at the time of entering into the negotiation andshould not influence decisions made on behalf of the organization. Negotiations withcustomers and potential customers shall be conducted in a professional manner andsubsequently comparison of Cost & Benefit to be presented to the competent authority.

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Vendors or suppliers shall not be used for any personal purposes, so as to have any

conflict of interest while dealing with them.

14. Anti-Money Laundering
Money Laundering legislations criminalize money laundering in respect of several

crimes including drug trafficking, terrorism, theft, tax evasion, fraud, handling of stolen
goods, counterfeiting and blackmail etc. It is also an offence to undertake and/or
facilitate transactions with individuals and entities involved in criminal activities.

Banks/NBFIs shall not do business with drug traffickers, money launderers and othercriminals. It shall formulate Anti Money Laundering Policy following regulatory body’s

guidelines to enable all employees to follow the policy meticulously.

Employees shall exercise requisite diligence in selecting those with customers/counter-parties while conducting business. They shall adhere to processes in place for checking

the credit and character of customers and counter parties. These processes ensure

customer’s due diligence and ongoing monitoring of their customers to detectsuspicious transactions during the entire period of the relationship.

15. Accuracy of Records and Reporting

Organization’s books, records, accounts and reports shall accurately reflect its

transactions and must be subject to an adequate system of internal controls anddisclosure controls to promote the highest degree of integrity. An employee shall ensurethat records, data and information owned, collected, used and managed by him/her forthe organization are accurate and complete. Records shall be maintained as per thepolicy of the organization in sufficient details so that these may reflect accurately theOrganization's transactions.

An employee shall assist in maintenance of appropriate records so as to ensure that

financial transactions are prepared in accordance with generally accepted accounting
principles and that they fairly present the financial conditions and result of theOrganization. He/she shall observe standards of good flavor regarding content andlanguage when creating business records and other documents (such as weekly/monthly/quarterly statement, e-mail etc.) that may be retained by the organization.

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Non-maintenance of these records that come into employee’s notice and any
misappropriation or tampering of records, needs to be reported to the relevant

authority. An employee shall not represent any report/claim for his/her personal gainor to protect him/herself.

16. Fraud, Theft or Illegal Activities
Employees shall be vigilant about the frauds, theft or illegal activities and shall not

engage in such activities at any cost. If any such activity comes into any employee's
notice, he/she shall immediately report the same to his/her immediate superior/s ormanagement to protect the interest of the organization. He/she shall act as a whistle
blower thereby.

17. Working Environment
17.1 Health & Safety
Adequate attention is always accorded to the health and safety of the employees, i.e.

deployment of both physical and technical surveillance on premises to minimize

possible threats to security. Physical premises are under regulatory requirement to
conduct periodic drills for a systematic approach both to prevent any security breaches

as well as to promote a culture of security and safety awareness. This involves
managing health and safety care as any other critical business activity with periodic
reporting, appraisals and improvements made.

17.2. Workplace Environment

Energizing the workplace is one of the key factors of any organization. All employees ofthe organization are responsible to keep the workplace friendly, congenial, transparent,

free from harassment & corruption etc. and ensure the cohesiveness among thecolleagues.

18. Team Work
Teamwork and co-operation is an important aspect of the work ethics in theorganization. An organization shall leverage on the dynamics of collective skills,

knowledge and experience to achieve the best for the stakeholders. An organization

shall admit its employees as human capital and shall recognize the pivotal role that
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meritocracy plays in setting rewards and penalties for safeguarding the interests of its
employees. It respects the incidence of conflicts arising in the workplace and seeksamicable resolution of contentious issues in a manner that is constructive, open, honest
and ultimately beneficial to all parties involved.

19. Diversity

A Bank/NBFI shall respect all employees as unique individuals with fundamental
human rights and supports the cultural and ethnic diversity of its workforce. It shallbelieve that creating a work environment that enables to attract, retain and fully engage
diverse talents, leads to enhanced innovation and creativity in the services of theorganization.

20. Employees' GrievanceA grievance is defined as any type of problem, concern, dispute and complaint related towork and the work environment that cannot be resolved through normal day to day

communication. Grievances may arise due to differences in perception, misconduct,

unfair treatment, intra-personal problems of individual employees, dissatisfaction withworking conditions etc. If employees have a grievance, they should try to resolve thisinformally first. But, if the complainant feels unable to tackle the complaint informally,

and cannot reach a satisfactory conclusion through the informal process, he/she may

pursue a formal grievance mitigation application.

21. Compliance with Laws, Rules and Regulations
Employees of banks and NBFIs are expected to comply with the laws, rules andregulations governing the Organization’s business vis-à-vis regulatory bodies. No
individual is expected to know the details of all applicable laws, rules and regulations,but individuals shall be knowledgeable about specific laws, rules and regulations that
apply to their areas of duties and responsibility.

22. Fair & Equal Employment Opportunity
An organization is committed to provide equal opportunity in employment on the basisof individual merit and personal qualifications to employees and applicants for
employment. Every individual has the right to work in a professional atmosphere that
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promotes equal and legal employment opportunities and where discriminatory
practices, including harassment are prohibited.

23. Harassmenti.

The Organization is committed to provide a work environment where all

employees can work free from harassment on ground of religion, age,gender, family background, ethnicity, personal appearance etc. The
organization shall not tolerate any type of harassment by directors,

employees, supervisors or others. All employees shall treat each other withrespect and courtesy. Harassment in any form including verbal and physicalconduct, visual displays, threats, demands and retaliation is strictly
ii.

prohibited.

Banks/NBFIs shall be committed as employers to create an environment

which is free from all forms of harassment and discrimination towards

women. Any harassment or discriminatory behavior directed at female
employees based on their background, gender, religion, race, color, ethnicity,

national origin, age, marital status, physical condition, personal appearance,and status shall be dealt with appropriate disciplinary action. Harassment
towards female colleagues may include making derogatory or provocative
comments, physical violence, inappropriate jokes, and unwanted physicalcontact, use of epithet, comments or innuendo, obscene or harassing

telephone calls, inappropriate content exchange through e-mails, letters,
SMS, notes or any other forms of communication.

24. Zero Tolerance to Violence Whistle Blower in the Workplace
Banks/NBFIs shall prohibit any acts of violence or threats of violence by any employee

against any other person at any time. Mutual understanding and respect toward all
employees is an essential element for excellence in professionalism, existence of safeand healthy work place, and maintenance of a corporate culture, which serves the needsof the community. The organization has to bear zero tolerance for violence against any
member of the workforce or its property.

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25. Special Responsibilities of Superiors
In addition to responsibilities as employees, superiors shall abide by the:a.

Duty of selection - Carefully select the employees for a job in light of theirb.

Duty of Instruction - Formulate obligations in a precise, complete, andc.
d.

personal and professional qualifications.

binding manner, especially with a view to ensuring compliance with
provisions of instructions.

Duty of monitoring - Ensure that he/she meets the expected deliverable on

regular basis and comply with provisions of applicable laws and regulations,on a constant basis.

Duty of communication - Communicate to the employees that any violationof the applicable laws/regulations is disapproved of and shall havedisciplinary implications.

26. Fair Treatment of Customers
Treating customers fairly and without prejudice fosters good rapport and helps to build

long-term sustainable business relationships. Moreover in the advent of global financial
crisis, both local and global law-makers and regulators are increasingly focusing on
ensuring that banks and NBFIs employ fair practices in dealing with customers. Thisentails:

a.
b.
c.
d.

Ensuring that communications are fair, concise, clear and not misleading sothat clients are fully aware of the product features, relevant fees andassociated risks for financial products and services;

Creating products which meets customer needs and takes into account theirfinancial situation, profile and risk tolerance;

Providing quality customer service, delivering on service level promises andhandling complaints in an efficient, prompt and friendly manner; andIdentifying and managing possible customer conflicts in an open and clearway.

27. Privacy and Security of Clients/Stakeholders Informationi.

In order to provide financial services, banks and NBFIs shall collect,maintain and use the personal information of clients in a manner which

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allows them to provide better and more tailored products and services andbetter meet the clients’ financial needs and objectives. All information

gathered from customers/clients during the course of providing serviceii.

shall be considered confidential.

All information of an individual’s employment in a bank or NBFI shall beconsidered confidential unless it is clearly stated otherwise (or the situationarises whether he/she has been authorized to do so) and shall be used only

for the performance of said job duties in line with all rules, regulations, laws
and other policies governing the individual’s employment. Furthermore, theinformation shall be kept confidential and secure even after leaving theemployment of that particular institution.

28. Transparency and Accuracy of Financial, Tax and other Reporting
Banks and NBFIs shall ensure that their reports and communication is true, complete

and accurate and shall not be misleading. They shall maintain transparency in theirbusiness operations and dealings with clients, stakeholders and regulators.

29. Interaction in Print, Electronic and Social MediaAll media (print, electronic and social) inquiries shall be forwarded to personnel from

PublicRelations/Corporate

Affairs/Corporate

Communications

or

any

other

department which has been authorized to initiate contact with the media on behalf ofthe organization. Bank/NBFI shall be ensured that a consistent message in compliancewith the governing laws and regulations is broadcast.

The advent of social media has enabled people from across the globe to haveinformation at a rapid pace which may at time be sensitive in nature and thus it isparticularly important to ensure that social media sites and tools are used by theemployees and management of bank/NBFI responsibly and with good judgment incompliance with the company’s policies which restrict the disclosure of confidential
information about the company, its operations, policies and procedures, employees,

customers and other stakeholders or any other information that compromises internal
controls and safety requirements.

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30. Guidelines for ‘Speak Up Policy’
It is vital that banks and NBFIs adopt a ‘Speak up Policy’ to uphold their commitment tothe code and to maintain a culture of strong ethics and integrity. Any misconduct by

personnel from a bank or NBFIs serves to harm not only the reputation and financial
performance of that particular organization but also ultimately undermines
trustworthiness of the industry itself.

Management shall establish a formal policy, procedure, channels and open environment

where staff are confident in raising concerns about any misconduct and are free fromthe fear of victimisation.

31. Personal Investments and Insider Trading
Insider trading is the abuse of confidential information and is defined as a malpracticerelating to the exchange of a company’s securities by individuals who by nature of theirjob have access to crucial price sensitive information which is otherwise non-public innature and thus this gives them a competitive advantage over other investors andundermines the credibility of the financial system. As such, employees and otherrepresentatives of banks and NBFIs are prohibited from partaking in trading of publicly

traded securities (including the securities of their place of employment) for personal

gain (or for the gain of the members of their household) if they possess material nonpublic information about the security or the issuer. It is to be noted that insider trading
also encompasses giving ‘tips’ to another person, encouraging anyone else to deal or

dealing on behalf of anyone else based on other non-public ‘inside’ information.
Furthermore, employees and other representatives of banks and NBFIs shall not makeany personal investment in an enterprise (including in a public or private company that
does business transactions or is a supplier or competitor of their place of employment)

if the result of this investment affects or appears to affect his/her ability to make any
unbiased business decisions in favor of his/her employment as thus resulting in a
conflict of interest.

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32. Arranging Seminar / Workshop / Training
Banks and NBFIs shall organize and sponsor seminars/workshops/debates anddiscussions in order to promote ethics, integrity and compliance standards within theorganization in specific and the financial services industry in general.

33. Automation / Digitalization of Business Process

In today’s business environment, advancements in technology and administrative

functions are increasingly leading to the automation and digitalization of businessprocesses. It is imperative that banks and NBFIs shall take necessary steps to ensurethat any such advancement does not compromise the integrity of information security
and that the guiding principles of the Code of conduct are duly complied with.

34. Employee Conduct outside the Office Premises

Employees and representatives of banks and NBFIs shall realize that their conduct

outside the workplace reflect on their place of employment and thus shall takenecessary actions to ensure that the above mentioned service conduct must encompass

outside workplace activities as well so that behavior/actions do not compromise thebusiness interests, safety and security or confidentiality of their place of employment.

As such, employees shall exercise caution while interacting with outside entities so as tonot be perceived negatively by the media, society or the communities in which they
operate. Moreover, affiliations with certain entities which may result in conflict ofinterest or disclosure of confidential information are to be strictly avoided.

35. Grooming, Etiquette and Compliance with the Dress CodeBanks and NBFIs shall have an official grooming standard which is suitable to theculture and values of Bangladesh. For relationship managers and other front officepersonnel (or sometimes even back office personnel) it is important to realize thathe/she is often the first point of contact for any customer and as such his/her conduct,

grooming, etiquette, proficiency and overall service quality will reflect on their place of
employment. It is therefore important not only to make a great first impression, but also
to continue to repeat such behavior throughout all interactions with the customers.

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36. Post-Employment Activities and Responsibilities
It is probable that during the course of their employment staff members and otherrepresentatives of banks and NBFIs may be privy to sensitive information about thecompany, customers and other stakeholders and business processes which can be

confidential in nature and also of proprietary nature for the particular organization. As
per the Code of conduct (as well as the exit clauses of their employment contracts)
employees shall act with highest standard of integrity and refrain from divulging suchinformation.

37. Responsibilities of Ethics Committee to Uphold the Code of
conducti.

Banks and NBFIs shall be responsible for the development of their own Codeof conduct in line with this Common Code of conduct developed for all banks

and NBFIs. They will make formal circulation of the same within 60 days andadopt the steps and procedures outlined in the policy. The Board of

Directors as well as the management of the organization shall be responsible

for proper implementation of the Code of conduct. The Ethics Committee of
Bangladesh Bank on NIS Implementation will be intimated about the Code ofii.

conduct and any change thereof.

The members of the Ethics Committee in their corporate capacity have a
responsibility to promote the code of conduct effectively and lead byexample in embedding the code in their everyday work. Any instance of

breach of code of conduct shall be dealt with appropriate disciplinary

procedure. Ethics committee shall have an annual work plan andperiodically monitor their progress against the work plan.

38. Recognition & Award

Banks and NBFIs shall implement reward programs that take into account not only theperformance of the employee but also the way how the performance was achieved.
Rewards system should be designed in a way which encourages compliance to code of
conduct and highest level of integrity.

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39. Disciplinary Procedures and Actions
Banks and NBFIs shall have a laid down disciplinary procedure which is in compliancewith local laws and ensures fair treatment to employees. They should ensure that

employees disciplinary matters are judged fairly, transparently, consistently andproportionately, using appropriate processes and achieving fair outcomes. Any

disciplinary actions undertaken shall take into account the gravity of the misconduct,

previous records (if any) and any other extenuating or aggravating circumstances
which may exist.

40. Compliance with the Code of Conducti.
ii.

All new employees joining a bank or NBFIs as well as existing employees are

required to commit to the code of conduct and duly sign a statement ofcompliance attesting the same.

At all times employees shall act in a professional and ethical way and upholdthe highest standards of honesty, trust, fairness, integrity and diligence :a. Consider and value the risks and implications of each employee’s actions,

make them accountable for works to be performed, and for the impact
their actions may have on others;b. Comply with all current regulatory and legal requirements, and endeavor
to follow best industry practice;c. Keep scope to adopt/incorporate with future changes in this code of
conduct and in or any part/paragraph/point of this code of conduct;

d. Make information reliable and appropriate, and use them withconfidentiality and sensitivity;e. Be alert to and manage potential conflicts of interest which may arise
whilst performing their role, motivate them not act for personal gain oradvantage;f. Treat all customers, colleagues and counterparties with respect and takeresponsibility for the advice and services provided to them;g. Senior staffs should lead by example and act as positive role models toh.

others; andContinuously develop and maintain technical and professional skill andknowledge and competence of the work force; andPage | 25

i.

Uphold the name and reputation of
profession.

banking and NBFIs and the41. Amendments or Modifications to and Dissemination of the Code of
Conduct
Bangladesh Bank preserves all right and authority to amend the code of conduct
entirely or partly as and when deems necessary.

It is the responsibility of theconcerned banks and NBFIs to ensure proper and timely dissemination of the code of
conduct amongst their employees and concerned parties and the stakeholders.

Bangladesh Bank shall extend all sorts of cooperation if banks and NBFIs find it

necessary in facilitating the understanding process of the code of conduct for theiremployees and the stakeholders through proper training and other knowledge building
processes including seminars, workshops and any other awareness programs.

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