THE BNP PARIBAS GROUP
CODE OF CONDUCTThe bank
for a changing
world

FOREWORD

2

Jean Lemierre

Chairman of the Board of Directors
Jean-Laurent Bonnafé

T

Chief Executive Officer
he Board of Directors and General

This spirit has shaped our Code of Conduct,

Management of BNP Paribas share

which defines the rules which govern all

the conviction that the success of the

our actions, consistent with our core values.

bank depends directly on the behaviour ofThis Code of Conduct guides our thinking andeach employee.

our behaviour. It expresses what we aspire
to be: one of the most respected European

Together, we are committed to building thebanks with a global reach and a leader infuture of BNP Paribas on the foundations ofsustainable finance.

professional expertise and integrity.
The Code of Conduct is a guide for our actions
This requires ensuring the engagementand decisions. There are no specific rulesof all employees across the Group, andthat can apply to every situation. Rather, theearning the trust of our partners, clients andCode of Conduct should be s­ uf ficiently­shareholders, as well as public officials andembedded to ensure that, aided by personal

representatives of civil society in every

judgement, this spirit is always respected.

­country where the bank does business.
We place our trust in all our employees to
To do this, we must of course scrupulously

fully engage with these values and princi-comply with laws and regulations. At theples, which underpin our contribution tosame time, we must go further and makesociety, our unity and our success.

certain that every decision is guided by a

deep sense of ethical responsibility. This
begins with an ability to learn from inappropriate practices.
The world in which the bank operates­c ontinues to change at an accelerated
pace. BNP Pariba s can manage thesechanges by anticipating them, adapting andinnovating thanks to a corporate culture
anchored by solid values that are applied
without compromise.

BNP Paribas Group Code of Conduct updated on 17 December 2021.

3

December 17th 2021

TA B L E O F C O N T E N T S
OVERVIEW �������������������������������������������������������������� 05
A - MISSION & VALUES ������������������������������������������������ 06
Mission 

07Values 

08

B - RULES OF CONDUCT ������������������������������������������������10
Customers’ interests 1

12

u Understanding customers’ needsu Ensuring fair treatment of customersu Protecting customers’ interestsu Protecting customers’ confidentialityu Communicating transparently in sales and marketingu Dealing fairly with customers’ complaints
2

Financial security 16u Fighting against money laundering, bribery, corruption and terrorist financing
u Complying with sanctions and embargoes
3Market integrity 18u Promoting free and fair competitionu Complying with market abuse rulesu Managing conflicts of interests
4

Professional ethics 20

u Never using inside information in personal transactionsu Avoiding conflicts of interests in outside activitiesu Never exchange commercially sensitive information with competitorsand not coordinate with competitors on the group’s commercial policyu Taking measures against bribery and corruption5

R espect for colleagues 24

u Applying best standards in professional behaviouru Rejecting any forms of discriminationu Ensuring the safety of the workplace
6

Group protection 27

u Building and protecting the BNP Paribas Group’s long-term valueu Protecting the Group’s informationu Communicating responsiblyu Acting ethically with external partiesu Taking risks responsibly while ensuring close risk control
u Being responsible when leaving the BNP Paribas Group7

Involvement with Society 30u Promoting respect for Human Rightsu Protecting the environment and combating climate changeu Acting responsibly in public representationu Contributing to a more inclusive society

C - THE CODE OF CONDUCT IN PRACTICE ��������������������������� 33u Making decisionsu How does the Code fit in with local and international laws?
u Speaking up and raising concernsu Additional responsibilities for managers

D - ADDENDUM: CODE OF CONDUCT: FIGHTING CORRUPTION ��� 38

TABLE DES MATIÈRES

THE BNP PARIB AS GROUP CODE OF CONDUCTO V E R V I E W
THE BNP PARIBAS GROUP CODE OF CONDUCT SITS AT THE HEART
OF EVERY ACTION. IT GUIDES ALL DECISIONS AT ALL LEVELS OF
THE ORGANISATION. AS SUCH, ALL ­I NTERNAL POLICIES AND PROCEDURES WITHIN THE GROUP WILL BE REVIEWED AND MADE CONSISTENT
WITH THE CODE IF DEEMED ­NECESSARY.
THE CODE OF CONDUCT COMPRISES OF THREE PARTS. THE FIRST SECTION, ON MISSION AND VALUES, IS INTENDED TO GUIDE AND INSPIREALL BEHAVIOURS. THE SECOND SECTION COVERS THE RULES OF CONDUCT TO BE SHARED AND IMPLEMENTED. THE THIRD SECTION, CALLEDTHE CODE OF CONDUCT IN PRACTICE, PROVIDES HELPFUL GUIDELINESON HOW TO APPLY THE RULES OF CONDUCT.

MISSION& VALUESRULES
OF CONDUCTTHE CODEIN PRACTICE

Rules of conduct are concreteThis section provides detail on

Missionrules which all BNP Paribas

ho w t o a pply t he Co de o f

States what the Group stands

Group employees must under-

Conduct. It clearly articulates

for and what its purpose is.

stand and follow. Complying

what is expected from eachwith these rules is essential toemployee and the questions

our ability to uphold our Values

that each needs to ask him/her-Valuesand ethical standards, a pre-self before making decisions. It–the BNP Paribas Way– directs

requisite f or acting in thealso addresses how the Codeour actions. The BNP Paribas

BNP Paribas Way.

fits in with local laws or regu-1

Way is organized around four

lation, and deal s with ourStrengths and four Driving

whistleblowing policy. Each

Forces.

business will be responsible for
tailoring and deploying, whenrelevant, the practical implications of the Code of Conduct for
their respective activities.

1 ­– A ll persons employed by the Group, both internal and external.

5

TABLE DES MATIÈRESAMISSION& VA LUESTHE SOCIAL CONTRIBUTION OF THE BNP PARIBAS GROUP STARTS WITHITS ECONOMIC RESPONSIBILIT Y TO FINANCE THE ECONOMY IN AN
ETHICAL MANNER, HELPING OUR CLIENTS ACHIEVE THEIR PLANS AND
PROJECTS. FURTHERMORE, THE GROUP IS CLOSELY INVOLVED IN THE
LOCAL COMMUNITIES WHERE IT DOES BUSINESS, AND RECOGNISESTHAT IT HA S ADDITIONAL SOCIAL , CIVIC AND ENVIRONMENTALRESPONSIBILITIES.

In order to ensure that the impact of the work of its employees is positive, the
BNP Paribas Group upholds the highest standards of conduct and ethics in theareas of Human Rights, labour, the environment and anti-corruption. As such, theGroup acknowledges and is committed to respecting a number of principles andnorms which underpin the way it does business: he 10 Principles of the United Nations
T
Global Compact and the Sustainable
Development Goals2

The internationally-accepted standards of Human Rights, as defined in
the International Bill of Human Rights

The United Nations Guiding Principles
on Business and Human Right s(UNGPs)3

The 8 fundamental labour Conventions
set out by the International Labour
Organisation5

 he internationally-accepted OECD
T
Guidelines for multinational enterprises4

2–h ttps://www.unglobalcompact.org/what-is-gc/mission/principles
3 ­– https://www.ohchr.org/Documents/Publications/GuidingPrinciplesBusinessHR_EN.pdf
4–h ttp://www.oecd.org/daf/inv/mne/48004323.pdf
5–h ttps://www.ilo.org/global/standards/introduction-to-international-labour-standards/conventions-and-recommendations/lang--en/index.htm

6TABLE DES MATIÈRES

A – MISSION & VALUES – THE BNP PARIB AS GROUP CODE OF CONDUCTMISSION
THE MISSION OF BNP PARIBAS IS TO PROVIDE FINANCING FOR
THE ECONOMY AND ADVISE CLIENTS IN AN ETHIC AL MANNER ,SUPP O R TIN G THE IR PRO JE C T S , IN V E S TME NT S A ND S AV IN G S
M A N AGEMENT. THE MIS SION , E X PLICITLY STATE S WH AT THE­
GROUP STANDS FOR , AND IT S PURPOSE 6 :u We want to have a positive impact onu We will offer an inspiring and stimulating

our stakeholders - customers, commercial

place to work for our colleagues.

partners, employees, shareholders - andon society. We want to contribute to au We want to be among the most trustwor-

better future.

thy players of our industry, by anchoring
further our Values and ethics in everythingu Our highly committed teams will deliver

we do.

first-class service and solutions to our clients through the Group’s integrated model.

D

In today’s environment, it is not

Group’s most valuable asset. It is their hardenough just to respect laws andwork and their ideas that drive the successregulations. We also want to demon-of the BNP Paribas Group. In order tostrate that the activities of BNP Paribas­succeed, our employees need to work in an

have a positive impact on all our stakehold-inspiring and stimulating environment.

ers at large, and that the Group is both aprofitable company and a responsible actor

When everyday behaviours are anchored inin the economies it serves.

the Values and everyone acts with impeccable conduct, it builds trust with colleagues

The BNP Paribas Group’s integrated modeland clients. This trust is what will set theallows us to offer the firstclass service that

BNP Paribas Group apart within the industry.

clients demand and deserve. Maintaining
an integrated model is not just about the

The Group’s mission encompasses a broad

diversification of risks. It is also about the

spectrum of stakeholders. It is the respon-

way all employees serve our clients. The

sibility of everyone to ensure that ourGroup’s integrated model enables us to havevalues and rules are more than merea detailed knowledge of our clients as well

words and make them come alive at both aas the ability to draw on the broad resources­p ersonal and collective level within theand capabilities of the Group to offer the

BNP Paribas Group.

best possible solutions. The integrated
model allows us to gain the trust of our

The BNP Paribas Group will be guided in the­clients across the globe every day.

pursuit of its mission by the Values, which
underpin all actions and decisions acrossWe also have a duty to be always attentive

the organisation.

to the expectations of our employees, the

6–T he purpose of the BNP Paribas Group is a text based on the Mission and Vision, Code of Conduct and Commitment Manifesto documents, available here:
https://group.bnpparibas/en/group/our-company-purpose

7

TABLE DES MATIÈRES

A – MISSION & VALUES – THE BNP PARIB AS GROUP CODE OF CONDUCTVA L U E SOUR VALUES -THE BNP PARIBAS WAY- REPRESENT THE COLLECTIVE
VIEW OF THOUSANDS OF BNP PARIBAS GROUP EMPLOYEES. OUR
CORE VALUES WERE DEVELOPED THROUGH A COLLABORATIVE PROCESS IN WHICH ALL THE BNP PARIBAS GROUP STAFF WERE INVITED
TO CONTRIBUTE. EVERYONE IN THE GROUP MUST BE GUIDED BY

S

THESE VALUES IN THEIR DAY-TO-DAY ACTIVITIES.
pelling out the Values enables cur-

Upholding these Values is essential for pur-rent and future employees to bettersuing the Group’s strategy of transformation

understand what is expected ofand growth while safeguarding the trustthem and what makes the BNP Paribas

that the customers, commercial partners,

Group unique.

employees, shareholders and the wider
community place in the Bank.

OUR STRENGTHSThe Strengths are the cornerstones of the BNP Paribas Group. They will allow to maintainthe integrated universal banking model and top-ranking positions in the future.

STABILITYRESPONSIBILITY

EXPERTISE

GOOD PLACETO WORKWe build upon our solid longterm oriented management,
our diversified and integrated
business model and our international footprint.

We build upon our culture of
responsibility and integrity toever better serve the interestof our customers.

We build upon the recognised
and expanding knowledge ofour teams.

We foster a stimulating workplace where people aretreated fairly and with respect

OUR DRIVING FORCESThe Driving Forces are the areas that all employees must always work on and develop
to succeed in their challenges and to build the future of the BNP Paribas Group.

AGILITY
We want to behave more
simply, to embrace useful
innovation and digital transformation.

COMPLIANCE
CULTURE

CLIENTSATISFACTIONOPENNESS

We believe in promoting clear
rules to foster a strong cultureof compliance and ethics.

We believe that our successlies in being the customers’
and clients’ preferred choice.
We seek to listen carefully
to them and work closelywith them.

We promote open-minded
attitudes towards our stakeholders. We aim for everyonein the Group to feel included,
to have their say and to be
empowered.

8

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A – MISSION & VALUES – THE BNP PARIB AS GROUP CODE OF CONDUCTW H AT I T TA K E S
TO GET THERE

TO LIVE BY OUR VALUES AND ACHIEVE OUR MISSION, WE MUST BE
PREPARED TO MAKE COURAGEOUS CHOICES AND DECISIONS.
The Group is committed to improve continuously:

HOW BUSINESS IS DONE

HOW WORK IS PERFORMED

u Address the clients’ needs in a transpar-u Foster digital and useful innovation

ent and honest, open and responsible
manner, promote open and fair competi-u Simplify further the way of working totion with the highest standard s ofgain agility

compliance and ethicsu Allow people to experiment in a test-andu
C ollectively build on our expertise tolearn approachachieve excellence in the businesses wechose to operateu Trust and empower people to embracebusiness opportunities and client develu Consider the consequences of our actions

opment within a clear frameworkon the wider societyu Make decisions at all levels of the organ-

ization and be accountable for actions

HOW PEOPLE ARE CARED FOR
u Actively promote diversity

u Encourage mobility to offer diversified

experiencesu Develop talents and continue to invest in

the Group’s key asset: its people

9TABLE DES MATIÈRES

B

THE RULESOF CONDUCTIN ORDER TO LIVE BY OUR VALUES – THE BNP PARIBAS WAY – WE NEEDTO RESPECT RULES. IN THIS DOCUMENT YOU WILL FIND A CLEAR­A RTICUL ATION OF ACCEPTABLE AND UNACCEPTABLE BEHAVIOURS.
COMPLYING WITH THESE RULES IS ESSENTIAL TO THE ABILIT Y TOUPHOLDING OUR VALUES AND ETHICAL STANDARDS, A PREREQUISITEFOR ACTING IN THE BNP PARIBAS WAY.
THE RULES ARE ARRANGED INTO THE FOLLOWING SEVEN THEMES.

10TABLE DES MATIÈRES

B – RULES OF CONDUCT – THE BNP PARIB AS GROUP CODE OF CONDUCTCONDUCT THEMESVALUES nderstanding customers’ needsUEnsuring fair treatment of customers
Protecting customers’ interests
Protecting customers’ confidentiality
Communicating transparently in sales and marketingDealing fairly with customers’ complaints

1
CUSTOMERS’INTERESTS

2

RULES OF CONDUCTs tr e n g th s & d r i v i n g f o r c e s

EXPERTISE–

FINANCIALSECURITY

CLIENTSATISFACTION3RESPONSIBILITY

MARKETINTEGRITYCOMPLIANCE
CULTUREFighting
against money laundering, bribery,corruption and terrorist financing
Complying with sanctions and embargoes–– romoting free and fair competitionPComplying with market abuse rules
Managing conflicts of interest

 ever using inside information in personal transactions
NNever exchange commercially sensitive information
with competitors and not coordinate with competitorson the group’s commercial policy
Avoiding conflicts of interest in outside activities
Taking measures against bribery and corruption

4
PROFESSIONALETHICS

5

GOOD PLACETO WORKRESPECTFOR COLLEAGUES–OPENNESS

6STABILITY

GROUP
PROTECTION

AGILITY

7

RESPONSIBILITYINVOLVEMENTWITH
THE SOCIETYCOMPLIANCE
CULTURE–– pplying best standards in professional behaviour
ARejecting any forms of discrimination
Ensuring the safety of the workplace uilding and protecting the BNP Paribas Group’s
Blong term valueProtecting the Group’s information
Communicating responsiblyActing ethically with external parties
Taking risks responsibly while ensuring close risk control
Being responsible when leaving the BNP Paribas Group romoting respect for Human RightsPProtecting the environment and combating climate change
Acting responsibly in public representation
Contributing to a more inclusive society

11TABLE DES MATIÈRES

B – RULES OF CONDUCT – THE BNP PARIB AS GROUP CODE OF CONDUCT1CUSTOMERS’ INTERESTSOUR SUCCESS LIES IN BEING OUR CUSTOMERS’ PREFERRED CHOICE.
TO GAIN OUR CUSTOMERS’ TRUST, ALL EMPLOYEES MUST ALWAYSACT IN A WAY THAT PROTECTS CUSTOMERS’ INTERESTS WHILET­C OMPLYING WITH ALL RELEVANT LAWS.
o achieve this, the BNP Paribas Group invests in understanding its customers’ needs.
Communication with customers is open and honest and the services offered to themshould be the most appropriate choice to meet their needs and goals. All employees

always endeavour to ensure that clients’ long-term interests are taken into account.
In case a customer is unsatisfied, action must be taken swiftly to make things right.

UNDERSTANDING THE
CUSTOMERS’ NEEDSPROTECTING CUSTOMERS’INTERESTS

We have a duty to understand customers’

We have a strong commitment to protect

needs and there is a responsibility to:

the customers’ best interest s, which
requires us to:u S eek always to understand the needs,

expectations and interests of customersu Know and comply with the rules protect-in order to provide them with appropriate

ing consumers’ rights in markets where

products and services

the Group operatesu Design products with customers’ interests

in mind

ENSURING FAIR TREATMENTOF CUSTOMERSu E nsure the products sold are easy to

It is essential to ensure fair treatment of

explaincustomers and expectations are to:u Ensure products can be understood byu Act fairly, honestly and transparently inclients

all professional actions to gain the trustof customersu A pply fair and transparent pricing inaccordance with applicable laws andu Avoid providing any customer with undue

regulations

preferential treatmentu Ensure that the activities comply withu Work with customers who find themselves

applicable laws and regulations, including

in financial difficulty in order to find acompetition law and tax rules

mutually beneficial solution to their­situation

12

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B – RULES OF CONDUCT – THE BNP PARIB AS GROUP CODE OF CONDUCTPROTECTING CUSTOMERS’CONFIDENTIALITY
It is important that customers’ confidentiality remains protected, which means to:uTreatu Never act on behalf of a customer without

all customers relationships as

strictly confidential

authorization (e.g. a mandate, or customer instruction)u Keep client information confidential at all

times unless disclosure and/or use of the
In the relationship with third party distrib-

information is permitted by applicableutors, there is a responsibility to:law and/or with the expressed consent of
the clientu
S eek to partner with distributors whou
S hareshare our Values and Code of Conduct
Principles.

client information within the

BNP Paribas Group with those colleagues
who genuinely need to see it to serve theu Understand the roles and responsibilities

clients best interests in accordance withof product manufacturer and distributor

the applicable law and internal rules

and ensure there are no conflicts of interest that could negatively affect customers.

u Only collect data necessary for a specificprofessional purposeu Comply with the Group’s system of infor-

mation barriers

A customer came to informme that he/ she is going to
divorce his/her partner andis therefore planning toopen an account in his/her
own name. He/she asked me
to inform him/her about thepersonal resources his/herpartner owns at the samebank, as he/she is havingsome financial difficulties.

A business owner is considering acquiring
commercial real estate from his private
wealth. He asked me how he can best
structure the acquisition.
Can I share customer information with mywealth management colleagues before theclient meeting?

Should I help this customer?
Yes, if it complies with the Group’s system of
information barriers. Within the BNP Paribas
Group, you can share information if it is in theclient’s best interest and allows the Group to
deliver the full value of its integrated model.

Absolutely not. You aresubject to banking secrecy.
You must refuse to comply
with this request.

13

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B – RULES OF CONDUCT – THE BNP PARIB AS GROUP CODE OF CONDUCTCOMMUNICATING TRANSPARENTLY
IN SALES AND MARKETING
All commercial communications addressed to customers aim to be transparent withrespect to the services and products offered and we are expected to:u A im to ensure that all customer commu-

u C arry out sales and marketing of thenications are fair, honest, transparent,Group’s products and ser vices with

understandable and not misleading

integrityu Provide all the required information inu A nswer customer’s questions to the bestorder to enable customers to understand:of our ability and in a timely manner• What they are buying, including the
expected performance, pricing and risk
characteristics.

A customer wants to buy a product which
he think he needs but the product is
not considered suitable by the BNP Paribas
Group risk framework. Despite many
discussions he will not consider alternatives
and is threatening to take his businesselsewhere.

• What they are paying for, including thecost of the products, services and advice
chosen.

What should I do?
It is your responsibility to spend the time withthe customer to help him to understand the
product’s features and associated risks since
we must provide all relevant information to
our customers. You should explain why you
believe the product may or may not satisfy
the customer’s objectives and needs.
If you believe that the product is not in thecustomer’s interests, then you should not
engage in this transaction. You may propose
one or more appropriate alternatives. You canseek assistance from your manager if needed.
Customers’ long-term interests and thereputation of the Group shall prevail overshort-term gains. Have this honest
conversation with the customer and walkaway from the transaction if you need to.

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B – RULES OF CONDUCT – THE BNP PARIB AS GROUP CODE OF CONDUCT

A corporate client wants to enter into a transaction to hedge a specificrisk. Unfortunately, the underlying exposure cannot be perfectly
hedged in the market. The only solution is to use a proxy index, whichhas proved in the past to be highly correlated to the evolution of
the underlying exposure. Our marketing material shows this has beena very efficient hedge over the past 5 years.
How should I communicate this to the client?
Past correlation does not guarantee the hedge will correlate withthe underlying in the future; you should highlight this risk to the client,even if it is considered remote. You can include simulations to show
the potential impact if necessary.

DEALING FAIRLY WITH
CUSTOMERS’ COMPLAINTS
We have a duty to deal fairly with customers’ complaints, which means we:u Handle customers’ complaints in a fair,transparent and timely manneru
S et things right as soon as possible,

if errors are identified

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B – RULES OF CONDUCT – THE BNP PARIB AS GROUP CODE OF CONDUCT2FINANCIALSECURITY
THE BNP PARIBAS GROUP IS DEDICATED TO SERVING ITS CUSTOMERS.
AT THE SAME TIME, THE GROUP ALWAYS NEEDS TO BE CONSCIOUS
OF THE IMPAC T IT S AC TIONS C A N H AVE ON WIDER SO CIET Y.
THE BNP PARIBAS GROUP IS COMMITTED TO COMPLYING WITH ALL
APPLICABLE L AWS FOR PREVENTING CRIMINAL AND TERRORISTACTIVITIES, AND TO UPHOLDING INTERNATIONAL ACTION THAT IS

B

CONDUCTED THROUGH THE FINANCIAL INDUSTRY.
ecause these laws can be complex, and apply differently across businesses andregions, the Group is committed to promoting clear rules to foster a strong cultureof compliance and ethics.

FIGHTING AGAINST MONEY LAUNDERING, BRIBERY,CORRUPTION AND TERRORIST FINANCING
It is every employee’s responsibility to support the Group in combating against economic
crime including fraud, money laundering, corruption and terrorist financing. The
BNP Paribas Group has set up a mechanism to help prevent and combat corrupt practices.
Accordingly , an Addendum on Fighting Corruption has been drawn up and integrated into
the existing Code of Conduct. Everyone is therefore required to:u B e alert to and contribute to fightingu Make sure adequate due diligence andagainst all forms of economic crime

controls are performed to know the cus-including fraud, money laundering andtomers and how they use the Group’s

terrorist financing, regardless of the

products and services­circumstance or stakeholder involvedu B e vigilant that customer transactions

are not related to bribery or corruption.
Report any suspicious operation to Senior
Management or to local Compliance

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B – RULES OF CONDUCT – THE BNP PARIB AS GROUP CODE OF CONDUCTCOMPLYING WITH SANCTIONSAND EMBARGOESThis morning, one of my customers asked
me to issue a letter of guarantee forthe export of ammunitions in a country
under sanction (weapons ban).

The Group is committed to complying withapplicable sanctions and embargoes, whichmeans an obligation to:

What action should I take?

u Understand the economic sanctions andembargoes applicable in the markets

You should refuse the transaction andnotify your Compliance entry point.

where the Group operates, or is in contact
withu Abide by the Group’s policy and the local

laws with regards to sanctions andembargoes in the country in which theI have noticed that a civil servant close
to an acting minister in a country where
the Group is active just received a large
sum of money on his account. He gaveme an explanation for this large transfer
but the transaction still seems
suspicious to me.

Group operatesu Report to Group Financial Security any

attempt to circumvent the sanctions
regimeWhat should I do?
One of my customers initiated a transfer
in USD to a beneficiary residing in a country
under embargo, which was rejected.
A few days later, he tried to make thesame transfer of the same amount tothe same beneficiary, this time with adifferent address in a country not subject
to financial sanctions.

You should refer this transaction to
your Compliance entry point in orderto make sure that the evidence provided
is compelling enough. If the evidence
is not compelling enough, a Suspicious
Transaction Report will need to be filled inand sent to the relevant Authority.

Am I expected to do something about it?
Yes, definitely. A circumvention report
should immediately be sent to Group
Financial Security and a look back on
the account must be completed to ensurethat no similar transaction took placein the past.

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B – RULES OF CONDUCT – THE BNP PARIB AS GROUP CODE OF CONDUCT

3MARKETINTEGRITY
FAIR AND EFFECTIVE MARKETS ARE ESSENTIAL FOR AN EFFICIENTAND GROWING ECONOMY. THE BNP PARIBAS GROUP IS COMMITTEDTO UPHOLDING AND PROTECTING THE INTEGRIT Y OF MARKETS.
ANTI-COMPETITIVE BEHAVIOUR IS REJECTED AND THE GROUP IS
COMMITTED TO BUILDING UPON A CULTURE OF RESPONSIBILITY ANDINTEGRITY TO BETTER SERVE THE INTERESTS OF OUR CUSTOMERS.

PROMOTING FREE AND FAIR COMPETITION
Promoting free and fair competition is a commitment of the Group, which means we:u Comply with competition laws in all juris-

u A lways take care to act fairly and withdictions in which the Group operates

integrity in commercial relationships withclients, suppliers and/or distributors, andu Never seek competitive advantage throughto ask advice from the appropriate legal

unethical or illegal practicesu A lways

or compliance manager in case of doubt.

cooperate with competition

authorities

COMPLYING WITH MARKET ABUSE RULES
It is the responsibility of every employee to:u C omply fully with market abuse rulesu Protect confidential market and customer

including insider dealing rules and always

information and data and not commu­

cooperate with market regulators

nicate any false or misleading market
informationu Be proactive in identifying and reporting

potential market abuse and act to mini-u Comply with information barriers (alsomize the risk of detriment to the customer

known as “Chinese wall” policies andand the market­procedures)u Never misuse inside information

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B – RULES OF CONDUCT – THE BNP PARIB AS GROUP CODE OF CONDUCTu Never act with the intention of moving a

assets or liabilities in order to generatemarket price to a level that is not reflective

revenues or profits, or to avoid lossesof market supply and demand (including
u Avoid behaviour that is likely to impair themarket indices and benchmarks)smooth functioning of the market s;u Never participate in operations intended

always deal in good faith and seek to sup-to alter fictitiously the market value of

port stability, liquidity and transparency
in the markets

A client has asked me to participate in the financing of the acquisition of a target company.
However, one of my colleagues in the CIB division is advising a competitor on the same transaction.
Can I go ahead with the financing?
You should refer the case to the BNP Paribas Group Conflict of interests Committee. You have toensure that the bank is not conflicted before going ahead with any financing transaction and before
disclosing the information to the customer.

MANAGING CONFLICTS OF INTEREST
The BNP Paribas Group is a global banking institution serving customers in many countries via several business lines. In order to manage any conflicts of interest involving the
BNP Paribas Group that could emerge, it is essential to:u Be proactive about identifying, managing

u Never accept a mandate or commit to aand disclosing any situation where thetransaction on behalf of the BNP Paribas

BNP Paribas Group could have a conflict

Group without first checking that theof interest

Group is not conflicted

During a meeting I heard some nonpublic information
which may negatively affect some shares one of myfriends holds. I would hate to see my friend lose money
and I have no personal financial interest in the matter.

A client is making enquiries
about the nature of buy/sellorders by another large
client we are dealing with.

Can I share the information discreetly?

What should I say?

No. You should not share the information with your friend.
If you hold material nonpublic information relating to
any securities, tipping another individual is still a form of
insider trading and could be a violation of the law.

It is strictly forbidden
to reveal any information
about any of our clients’or counterpartys’ intention.

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B – RULES OF CONDUCT – THE BNP PARIB AS GROUP CODE OF CONDUCT

4PROFESSIONALETHICS
THE INTEGRITY AND ETHICS OF EACH EMPLOYEE AS INDIVIDUAL ARE
THE MOST BASIC BUILDING BLOCKS OF THE BNP PARIBAS GROUP CODE
OF CONDUCT. THE RULES IN THIS SECTION ARE INTENDED TO ENSURE
THAT A CONSISTENT HIGH STANDARD OF INDIVIDUAL INTEGRITY AND
PROFESSIONAL ETHICS IS MAINTAINED.

NEVER USING INSIDE INFORMATION IN PERSONAL TRANSACTIONSAll employees should be committed to therespect restrictions on personal trading

following rules:

activitiesu Never perform personal securities andIn addition, the employees exposed to MNPI

financial transactions while in possession(Material Non-Public Information) are iden-of relevant confidential information

tified as ‘sensitive’ employees and should

obtained in professional activities

commit to:u Never disclose confidential information tou Make sure they understand the restric-

family members and close relations

tions that apply to them with regards topersonal transactionsu Comply with the Group’s internal policies

on personal securities and financial trans-u Disclose all their relevant personal trans-

actions for personal account dealing andactions in financial instruments

AVOIDING CONFLICTS OF INTERESTS IN OUTSIDE ACTIVITIESThe scope of professional ethics also includes the activities performed outside the
BNP Paribas Group; Consequently, every employee must be mindful to:u Always request pre-approval for any cor-u N ever involve the Group in connection

porate mandate outside the BNP Paribas

with personal activities without priorGroup and, for new joiners, always dis-­formal approval

close existing corporate mandatesu Comply with the Group’s internal policyu A lways disclose any business activity

with regards to outside activities­outside the BNP Paribas Group7 where thebank’s reputation may be at risk or whereconflicts of interests may arise
7 – Excluding trade union activities as defined in the French ‘Code du travail’.

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B – RULES OF CONDUCT – THE BNP PARIB AS GROUP CODE OF CONDUCTMy partner runs a training firm and has
submitted a proposal to the BNP Paribas
Group to run one of our training
programmes.

For several months now, I have been in
charge of the Bank’s relationships withsome of its suppliers. Following a call for
tenders, I chose ‘Caterers & Co’ to cateran event for customers. Now I need tochoose a caterer for my child’s wedding.

Is that ok?
Your partner can submit a proposal to the
BNP Paribas Group. To avoid any potential
conflicts of interests you should disclose
this relationship to your Manager and theProcurement team. Your partner’s proposal
will be considered in our standard
procurement processes and you should
refrain from any participation in that process

What should I do?
A clear distinction must be made between
private interests and professional
interests in order to avoid situations that
could cause conflicts of interests. Your
relationship with ‘Caterers & Co’ wasinitiated in a professional context; youshould therefore refrain from using thiscaterer in a private context.

One of my clients proposes to lend me
money as I am currently going through adifficult period in my personal life. I am
tempted because a relationship of trust
exists with him. Moreover, I am indeed
going to reimburse him.

I want to launch an online business, andbe the manager of the company, in addition
to my job at the BNP Paribas Group.

Should I accept the proposal of my client?

Am I allowed to do so?

Absolutely not. This would lead to a situationof conflict of interest. You must decline
the offer and find another solution.

You cannot be the manager or a directorof your business without explicit approval
from the BNP Paribas Group. You mustformally ask the BNP Paribas Group anddetail the nature of the mandate you aregoing to have with the company. Thisprior approval will allow the bank toassess whether a conflict of interest exists(depending on the geographical sector,
your activity at the bank, the nature of
the business, etc.). Once the authorisation
is obtained, your office will be listed in a
database, like any other private office orexternal activity that you have declared.
In the event of a change in your office or
position, you must inform BNP Paribas
so that the risk of conflict of interest canbe reassessed.

Knowing that I work at the BNP Paribas
Group, the buyer of my car has asked
me to help him to finance his purchase.
What should I do?
You must not place yourself in a situation
involving a conflict of interest. Hence, you
should not provide funding to the buyer.
Rather, you should guide the buyer to thebranch where he lives. If this branch is where
you work, you must contact your manager.

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B – RULES OF CONDUCT – THE BNP PARIB AS GROUP CODE OF CONDUCTNEVER EXCHANGE COMMERCIALLYSENSITIVE INFORMATIONWITH COMPETITORS ANDNOT COORDINATE WITH
COMPETITORS ON THE GROUP’SCOMMERCIAL POLICY

I represent the BNP Paribas Group on
a professional association. A market
study (benchmarking) is planned.
I am requested to submit information
about my entity.

These rules apply regardless of the context

Can I share commercially sensitive
information?

(professional association, exchanges in aformal or informal context, interbank
project, etc.) and the means (oral, written).

No, unless sharing the information isbilateral between you and the association,that the association ensures theconfidentiality of this informationand that the information is passed
to all members in an aggregatedand anonymised format.

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B – RULES OF CONDUCT – THE BNP PARIB AS GROUP CODE OF CONDUCTTAKING MEASURES AGAINSTBRIBERY AND CORRUPTION
A long-term customer of mine has justoffered me tickets to a major sold out
entertainment event.

C o r r up t i o n is una c c e p t a b l e t o t h e
BNP Paribas Group, regardless of its formand circumstances. The Group and all

Can I accept the tickets?

employees have zero tolerance towards
bribery and corruption which should be

You should refer to the BNP Paribas Group
gifts and entertainment policy whichsets out in detail the criteria for accepting
hospitality. If you are still unclear
then you should consult your Manager,or your local Compliance Officer.

actively combatted. The BNP Paribas Group
has set up a mechanism to help preventand combat corrupt practices. Accordingly,
an Addendum on Fighting Corruption has
been drawn up and integrated into theexisting Code of Conduct. Therefore, there
is a duty to:u Never directly or indirectly solicit or offer

illicit commissionu N everpromise, give or accept any

improper business benefit which could
have an impact on the required behaviourof the beneficiary
As a result, every employee is expected tocomply with the Group’s internal policy
with regards to gifts and entertainmentand should commit to:u R espect

the limit s and prohibitions

defined in the Group’s internal policies, asdetailed in each country where the Groupis activeu Make sure that receiving or offering gifts

or entertainment is legalu Seek authorization from Compliance forany exception to the Group’s policyu Register with the Compliance team any

gift or entertainment which is beyond theidentified reasonable amount23

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B – RULES OF CONDUCT – THE BNP PARIB AS GROUP CODE OF CONDUCT5RESPECT FOR
COLLEAGUESTHE BNP PARIBA S GROUP A SPIRES TO FOSTER A STIMUL ATING
WORKPL ACE WHERE PEOPLE ARE TREATED FAIRLY AND EXPECTS
ALL EMPLOYEES TO DISPL AY PROFESSIONAL BEHAVIOUR UNDERANY CIRCUMSTANCES.

APPLYING BEST STANDARDS IN PROFESSIONAL BEHAVIOUR
Everyone has the responsibility to behaveu Respect applicable professional secrecy

professionally and responsibly with people,

rules at all times

which means we commit to:u Treat all people with respectu Be pro-active in knowing and complying

with the Group’s permanent policies,u M ake sure that the interactions with­procedures and other instructions given

people are professional and effective at

by management relating to our profes-

all times

sional activitiesu Listen to and value the input from people,

even if they express views which may­differ from ours

As a manager and leader, how can I promote
good conduct in the organization?
You should lead by example and hold yourself
to the highest ethical standards. Create anenvironment of open and honest communicationand encourage discussion of ethics and integrityin business decisions at team meetings.
Make it known to employees that they canand should report any conduct concerns thatthey have without needing to worry about
any potential retaliation.

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B – RULES OF CONDUCT – THE BNP PARIB AS GROUP CODE OF CONDUCTI am a manager and I have heard discussions which suggest misconduct in another areaof the business. It does not sit within my responsibility so should I still raise my concerns?
All colleagues, including managers, are responsible for raising any concerns regarding behaviour whichmight be in violation of the law, regulation or the Code of Conduct. You can raise this concern withyour manager. If you are uncomfortable doing this you can also raise the issue with Compliance or use
the whistleblowing channel. There is no retaliation for reporting concerns if it is done in good faith.

I overheard a person referring tosomeone else using racist language.

REJECTING ANY FORMS
OF DISCRIMINATION

What should I do?
You can say something directly to thisperson if you are comfortable doing so,
but in any case you should contact yourmanager and / or the Human Resources
department or use the whistleblowing
channel to raise your concerns. It may beeasier to look the other way, but we all
have a responsibility to create andmaintain a respectful and collaborative
working environment.

The BNP Paribas Group is committed tomaintaining a positive work environment
where all people are treated with respectand dignity. In order to respect others,
employees shall not discriminate against
any person within the Group. Employeesmust:u Promote fair treatment of candidates in

the recruitment process, always basejudgement on objectively a ssessedcompetencies and skills, ensure equal
opportunities and define reward condi-u Not engage in sexual harassment, or con-tions in a fair and equitable way

duct themselves in a way that could beconstrued as such. “Sexual harassment”

u Reject all forms of discrimination, bullying

is defined as any behaviour of a sexualor harassment against other employees,

nature that affects the dignity of people,

customers or any person with a relation-

which may be considered as unwanted,

ship to the BNP Paribas Group based

unacceptable, inappropriate and offensive

on prohibited factors such as gender,

to the recipient, and that creates an inti-­nationality, health, disability, age, iden-

mating, hostile, unstable or offensive

tity (including ethnic origin)work environment

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B – RULES OF CONDUCT – THE BNP PARIB AS GROUP CODE OF CONDUCTENSURING THE SAFETY
OF THE WORKPLACE
I witnessed a person making
inappropriate sexuallysuggestive comments toanother person.

The Group considers the safety of theworkplace as a key strength and it is the
responsibility of each employee to:What should I do?

u Participate in promoting a safe and secure

workplace for the daily activities andEveryone has a role to playin creating and maintaining
a working environment
in which their dignity isrespected, in which
victims of discrimination andharassment will not feel that
their grievances are ignoredor trivialized, or fear
reprisals. You can talk to thepersons involved if you are
comfortable doing so; in any
case, you should raise thematter to your manager
and seek specific advice
from your Human Resources
representative.

comply with the Group’s internal policyu Seek to take action in order to improve theworking conditions of the teams, whenacting as a manageru R eport any activity that could imply athreat to the physical security of an
employee or an external person doing
business in the BNP Paribas Group’s
premises26

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B – RULES OF CONDUCT – THE BNP PARIB AS GROUP CODE OF CONDUCT6GROUPP R OT E C T I O N
ALL EMPLOYEES HAVE AN OBLIGATION TO PROTECT AND UPHOLD
THE LONG-TERM VIABILITY OF THE BNP PARIBAS GROUP’S BUSINESS.
THE GROUP IS E XPECTED TO M AINTAIN ITS SOLID LONG TERM­O RIENTED MANAGEMENT SO IT MUST CONTINUOUSLY REINFORCEITS STABILIT Y, IN THE INTERESTS OF THE GROUP ITSELF, OF ITSSHAREHOLDERS AND OF THE WIDER ECONOMY.

BUILDING AND PROTECTING
THE BNP PARIBAS GROUP’S
LONG-TERM VALUECOMMUNICATING RESPONSIBLY
There is a strong duty to communicate
responsibly at all times, which means to:

In o r d e r t o b uil d a n d p r o t e c t t h e
BNP Paribas Group’s long-term value, it isu Never put the bank’s reputation at risk

essential to:when speaking externally on any subject
relating to the BNP Paribas Groupu Participate in the protection of all Groupassets including physical, technological,u Never exchange commercially sensitive

intellectual property and financial assets,

information with competitors

the Company’s name, brand and customer
relationshipsu Comply with the Group’s internal policy

regarding the use of digital tools andu Prevent the misuse of these assets andsocial media

resources for any other person’s benefit,
whether voluntary or through negligence

What should I do if a reporter calls me
asking about the activities of the
BNP Paribas Group?

u Always put long-term success over short-term gain to protect the brand andreputation of the BNP Paribas GroupAll enquiries from the media should bedirected without comment to Media Relations.
In addition, you need approval from yourmanager and Media Relations before making
any media appearances or external speeches
as a BNP Paribas Group employee.

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B – RULES OF CONDUCT – THE BNP PARIB AS GROUP CODE OF CONDUCTI work for a BNP Paribas Group entitythat exercises a non-banking activity.
I have to attend a meeting involving
some of my competitors.

ACTING ETHICALLYWITH EXTERNAL PARTIES

Are the rules of competition law applicable?

Protecting the Group includes acting

Yes, competition law applies to all employees of
the BNP Paribas Group, regardless of the activity
concerned, or whether or not it is regulated.

ethically with external parties, whichmeans we:u Seek mutually beneficially relationships

with the Group’s suppliers to drive ethicalbehaviour through the supply chain
and prevent risks related to mutual
dependencies

PROTECTING THE GROUP’SINFORMATIONu Comply with the Group’s internal controls,

policies and procedures with regards to

It is critically important to protect the

suppliers

Group’s information in all circumstances.
The BNP Paribas Group is constantlyu Comply with competition laws in order to

entrusted with a vast amount of sensitive

promote free and fair competition

data which is one of its strategic assets,

between these market actors, regardlesscritical to its activities. The use of new dataof the markets concerned (regulated andmanagement technologies (e.g. Cloud, big

non-regulated)data) and digital applications (social networks, email…) creates new sources of risks
such as cyber security risks. The Group
must be prepared to face the threat of

I noticed in the press that amanager of one of our suppliers
has been involved in a corruption
scandal.

these risks and attempts to harm the integrity of its data. In this context, the Grouprelies on every employee to:What should I do?

u Adhere to the highest standards of infor-

mation security

You should immediately raise thismatter with your manager and theProcurement team. The Group’s
suppliers are held to the same
ethical standards as the Group itself.
It is likely that Procurement isalready aware of the matter andreviewing the supplier, but it is betterto err on the side of caution in theinterests of the Group.

u Protect and secure all confidential dataand information pertaining to customers,
employees, the bank, and other people
and organizationsu E nsure

careful and appropriate use,

access, storage, disclosure, transfer anddeletion of these data at all times, including online data

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B – RULES OF CONDUCT – THE BNP PARIB AS GROUP CODE OF CONDUCTI disagree with a colleague about whether
an unusual transaction with high-risk
exposure requires escalation.

TAKING RISKS RESPONSIBLY
WHILE ENSURING
CLOSE RISK CONTROL

What should I do?
The bank has standards and processes to help
you identify and act upon transactions
requiring closer scrutiny. Unusual or high-risk
transactions are referred to established andexperienced approvals committees which help
to protect the firm and its clients. The Groupvalues risk mindfulness and when in doubt you
should always speak up. If you believe that thetransaction requires escalation then you
should raise the matter with your Manager
and the relevant control functions. Raising theconcern will mean that the transaction isfurther reviewed, which will protect the Groupand all involved.

Risk awareness, risk management and risk
control are pivotal in order to protect theGroup. Dedicated committees ensure thebest decisions are taken collectively (e.g.
Credit Committee, New Activity Committee,etc.), with formal escalation processes inplace. Everyone has an important role toact responsibly in these matters in theirareas of responsibility. There is therefore aduty to:u A ct in line with the BNP Paribas Group’s

best practices in compliance, preventionof fraud, and risk management and internal controls in generalu Make every effort to anticipate the risks

that might arise in daily activities

BEING RESPONSIBLE
WHEN LEAVING
THE BNP PARIBAS GROUP

u B e committed to control risk rigorously

in order to protect customers and the

Even when leaving the BNP Paribas Group,

financial system as a wholeeach employee still has a responsibility
towards the Group and its customers whichu Understand and follow a rigorous andis why they should:

concerted process based on a strong,shared risk culture which pervades allu
N ever transfer information (e.g. data,

levels of the Group before making any
decisions or commitments

files, documents) which belongs to the
BNP Paribas Group to an external locationu A ctively monitor and balance risks andwhen leaving the Groupoutcomes as they materializeu
N everkeep documents belonging to

the BNP Paribas Group after leaving
the Groupu Comply with the Group’s internal policy

and the personal obligation not to create
unfair competition, if applicable29

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B – RULES OF CONDUCT – THE BNP PARIB AS GROUP CODE OF CONDUCT7I N V O LV E M E N T
WITH SOCIETYT H E B N P PA R I B A S G R O U P A S PI R E S T O B E A C O N T R I B U T O RTO ­R E SP O N SIB LE A ND SU S TA IN A B LE G L O B A L D E V E L O PME NT.
ITS A­ MBITION IS TO BE A LEADER IN SUSTAINABLE FINANCE AND
TO HAVE A POSITIVE IMPACT ON SOCIET Y AS A WHOLE, BOTH INI T S O W N O PE R AT I O N S A N D T H R O U G H T H E PR O D U C T S A N D
SOLUTIONS THAT ITS BUSINESSES OFFER TO THEIR CUSTOMERS.
THIS SECTION OF THE RULES OF CONDUCT DETAILS THE RULES AND
REQUIREMENTS FOR EMPLOYEES OF THE BNP PARIBAS GROUP TOUPHOLD THESE ASPIRATIONS.

PROMOTING RESPECT FOR HUMAN RIGHTS
The BNP Paribas Group is committed to

The employees of the BNP Paribas Group

ensuring the respect of Human Rights

are expected to support the respect ofwithin its sphere of influence, meaning

Human Rights and especially to:among employees, suppliers, customers
and the communities in which the Groupu A lways consider the direct and indirect

operates. The Group especially does not

impacts of their activities on Humanwant to be complicit in any potential viola-

Rights around the worldtion of Human Rights through its financing
and investment activities.

u Ensure compliance with the criteria relat-

ing to the impact on Human Rights ofthe company/project when operating insectors covered by a CSR financing andinvestment policy8

8–h
 ttps://group.bnpparibas/en/financing-investment-policies

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B – RULES OF CONDUCT – THE BNP PARIB AS GROUP CODE OF CONDUCTPROTECTING THE
ENVIRONMENT AND COMBATING
CLIMATE CHANGE

One of my customers, a distributiongroup with operations in many
countries, faces allegations of complicity
in human rights violations. One of its
main suppliers is accused by NGOs ofusing forced labour in its factories. Civil
society organisations and influential
figures have already publicly pressured
other financial institutions to end theirrelationships with this customer.

The BNP Paribas Group strives to limit any
environmental impact indirectly resulting
from its financing and investing activities
or directly from its own operations. In that
context, the Group considers combatingclimate change a priority and is committed to managing its business, finance thetransition to a zero-carbon economy

What should I do?

by 2050 (Net-Zero Banking Alliance 9), in­particular by supporting its customers in

BNP Paribas has put in place a robust
framework for managing ESG(Environment, Social & Governance) risks
related to its financing and investment
activities. In application of the latter, thiscontroversial customer must be contacted
as soon as possible to verify the merits of
the accusations against him. If this
dialogue makes it possible to identify
breaches of the ESG requirements
expressed by the Group, a remediation
plan must be drawn up and its
implementation monitored at regularintervals, by the relationship manager,
who can, if necessary, draw on the CSR
contact person of his or her entity as wellas the collective expertise of the
BNP Paribas CSR network.

their energy and ecological transitions.
Employees of the BNP Paribas Group havea responsibility to:u A lways consider the direct and indirect

impacts on the environment that arise
from their activities around the worldu Ensure compliance with the criteria relat-

ing to the environmental impact of thecompany/project when operating in asector covered by a CSR financing andinvestment policy10u
A ctively

contribute to achieving theobjectives set by the Group to reduce theimpacts of its day-to-day operations on
the environment

9 – In 2021, BNP Paribas became a signatory of the Net-Zero Banking Alliance, a group of 57 banks committed to aligning the greenhouse gas emissions generated by their lending and theirown investment activities with the trajectory required to achieve carbon neutrality by 2050. The signatories undertake to set intermediate targets and publish their progress and theassociated action plans annually.
10 – https://group.bnpparibas/en/financing-investment-policies

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B – RULES OF CONDUCT – THE BNP PARIB AS GROUP CODE OF CONDUCT

I have been approached by an agricultural commodity trader (exotic fruits, soy beans, corn)
to finance one of its transactions.
What should I do?
The agricultural sector is covered by a financing and investment CSR policy. This policy wasstrengthened in 2021 in order to fight deforestation in the Amazon and the Cerrado linked to beef
and soya production. You should therefore contact your local CSR officer to check how to assess
this company in relation to the policy’s criteria (human rights, environmental protection, etc.) andnew requirements relating to deforestation. In this specific case, it is important to question thiscompany on the origin of the traded soy beans and on its strategy to eradicate deforestation in its
soy bean supply chain by 2025 at the latest, if it comes from the Amazon basins or the Cerrado.

ACTING RESPONSIBLY
IN PUBLIC REPRESENTATIONCONTRIBUTING TO
A MORE INCLUSIVE SOCIETY

The BNP Paribas Group intends to make a

The Group uses all the levers at its disposal,

constructive contribution to the democratic

as a financial services and investments pro-

process by providing public decisions-mak-vider, employer and patron, to promote theers, in strict compliance with legal andsustainable and harmonious development

ethical rules, with information to assistof society. It acts in particular to promote

their discussions and to help them to takethe economic, social and cultural develop-

fair and informed decisions. There is there-

ment of the regions. The Group also strives

fore a duty to act responsibly with respect

to pay particular attention to customers into public authorities.

vulnerable situations and to facilitate theiraccess through the development of adaptedand accessible financial products and services. BNP Paribas Group employees mustensure that they take into account the social
impact of their activities.

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THE CODEOF CONDUCTIN PRACTICETHE CODE OF CONDUCT PROVIDES CL ARIT Y FOR ALL EMPLOYEESREGARDING WHAT IS EXPECTED FROM THEM WHILE EXERCISING
THEIR ROLES AND RESPONSIBILITIES. THE ANNUAL PERFORMANCEAPPR AISAL WILL ENABLE MANAGERS TO REINFORCE THE IMPORTANCE OF “LIVING THE VALUES ” AND HIGHLIGHT APPROPRIATEBEHAVIOURS AS DESCRIBED WITHIN THE CODE OF CONDUCT TO THEIRTEAM MEMBERS.

These behaviours will also contribute to generating more clarity and transparency
for employees around the “general ethical standards” expected by the BNP Paribas
Group and by the relevant regulatory authorities.
Training (e-learning), developed and distributed to all staff, assists employees tofulfill their roles and responsibilities with regard to the priorities set out in the Codeof Conduct. All Group employees have a duty to: now and comply with all of the rules
Kof conduct contained in the Code e alert and challenge others if theyB
are not operating in the spirit of
the Code ake all required and identified trainT
ing to understand their responsibilities se the Group whistleblowing proceU
dure to speak up and raise theirconcerns where necessary perate and conduct business inOline with the Code in all aspects of
their role

The BNP Paribas Group is committed to recognising and rewarding people who
embody its values and are exemplary in terms of living by the Code of Conduct.
Equally, the Group will not tolerate breaches of the Code of Conduct. Appropriate
measures will be taken against employees who fail to live up to the Code of Conduct
in line with local laws, local regulations and the Group HR policy11.
11 ­– Including the document ‘Reglement Interieur de BNP Paribas SA’ in France

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C – THE CODE OF CONDUCT IN PRACTICE – THE BNP PARIB AS GROUP CODE OF CONDUCTMAKING DECISIONSWHILE THE RULES OF CONDUCT CAN HELP GUIDE EVERY DECISION,
THERE IS NOT A RELEVANT RULE FOR EVERY SITUATION. ULTIMATELY,
MAKING THE RIGHT DECISION MUST RELY ON PERSONAL JUDGEMENTAND ON THE GROUP’S VALUES. IF WHAT YOU INTEND TO DO IS NOTCONSISTENT WITH THESE, YOU SHOULD ASK YOURSELF WHY YOUSHOULD DO IT.

Is it legal?

Would I be comfortable
explaining this decision
to a third party?

BEFORE YOU ACT,ASK YOURSELF

Is it consistent with
the Group Code of
Conduct and policies?

Is it based ona thorough understandingof the risks involved?

Am I confident that
it will not erode trust withcustomers, shareholders
and the society at large?

IF THE ANSWER TO ANY OF THESE QUESTIONS IS NO,
STOP AND SPEAK UP!
If you have any concerns or doubts, seek guidance from an appropriate authority:
Your line manager, senior manager, legal or compliance

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C – THE CODE OF CONDUCT IN PRACTICE – THE BNP PARIB AS GROUP CODE OF CONDUCTHOW DOESTHE CODE FIT IN
WITH LOCAL AND
I N T E R N AT I O N A L
LAWS?
ALL EMPLOYEES ARE EXPECTED TO BE FAMILIAR WITH INTERNATIONAL STANDARDS, AND COMPLY WITH THE APPLICABLE L AWS,RULES AND REGUL ATIONS IN ALL AREAS, AND WITH THE PROFESSIONAL STANDARDS THAT APPLY TO THEIR PROFESSIONAL ACTIVITIES.

I

n order to ensure the stability of the

If you ever have a question about the laws

financial system, the industry we workand regulations that apply to your activity

in is highly regulated. Being aware of,or about what response to provide to aand complying with, the laws and regula-­r egulatory body, contact your relevanttions under which the Group operates is notcompliance, legal or tax officer for help andjust a critical part of our business but fun-advice.

damental to who we are. We aim to comply
not just with the letter of the law but also

The Code of Conduct articulates what iswith the spirit and intent of the law.

expected from each one of us; i.e. best in

Respecting the law is a must. Engaging inclass behaviours, within the framework of

unfair, deceptive and abusive acts or prac-

the laws and regulations in force in thetices would negatively affect customer

markets in which the Group does business.

confidence, put the Group’s reputation at

In the potential event of a conflict between

risk and could result in regulator criticism,national legislation and the rules contained

legal action, fines, penalties and other neg-in the Code, the BNP Paribas Group will

ative repercussions for the Group.

comply with applicable local laws while
trying to identify appropriate ways to imple-

The BNP Paribas Group is committed toment and respect the rules in the Code.

always cooperating with the relevant

When a situation requires interpretation by­regulatory bodies.

the Group’s employees, it must be done in a
way that is consistent with the strictest
ethical criteria applicable.

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C – THE CODE OF CONDUCT IN PRACTICE – THE BNP PARIB AS GROUP CODE OF CONDUCTSPEAKING UP
AND RAISING
CONCERNSTHE BNP PARIBAS GROUP IS HIGHLY ATTENTIVE TO THE CONCERNS
OF CLIENTS, SUPPLIERS, EMPLOYEES, SHAREHOLDERS AND THE
WIDER COMMUNIT Y. THE GROUP IS COMMITTED TO LISTENING,
UNDERSTANDING AND SEEKING TO ADDRESS CONCERNS RAISED BYOUR STAKEHOLDERS IN A FAIR AND EFFECTIVE MANNER.

As an employee, if you witness or suspect a violation of the Code of Conduct, forexample you observe unequal treatment between two customers that should­otherwise be treated equally, or internal fraud, or you suspect an act of corruption(including influence peddling) or an anti-competitive practice, or you witness an
act of discrimination, or harassment, etc., you must report it.

Several channels are available to you12:1Your line manager (your direct manager

3

The Group’s internal whistleblowing

on a daily basis) or a higher-level manager

channels, in accordance with the Whistle­

in your area of activity, if you have a prob-

blowing procedure, including specif ic

lem with speaking to your line manager.

confidentiality rules, and the provisions set
out on the Group Echonet page13.

For example, one of your colleagues has
shared with you adverse information to the

For example, you have learned that an

subject of the manager of a client company,

employee of a BNP Paribas Merger-Acquisition

which he had been made aware of throughdepartment was an intermediary, in a per-a personal relationship and which may

sonal capacity, for the sale of a c­ ompany for­influence a decision-making process. You

which you had introduced the manager.

think these information is confidential:
discuss it to your manager.

Raising an alert is an employee right, and no
employee will be the subject of retaliation,

HR channels, governed by the p­ roceduresuch as: being punished, dismissed or sub-relating to behaviour that does not comply

jected to discriminatory treatment, directlywith the Code of Conduct in its provisions

or indirectly, for whistleblowing in line withrelating to respect for colleagues, in thebest practice and in good faith.

2

event of a suspected or proven ­violation of
the rules relating to respect for colleagues.

12 ­– G roup Whistleblowing system procedure CPL0038FR
13 ­–https://echonet.bnpparibas/pages/5ddbdee47135fc36152b47a2

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TABLE DES MATIÈRES

C – THE CODE OF CONDUCT IN PRACTICE – THE BNP PARIB AS GROUP CODE OF CONDUCTADDITIONALRESPONSIBILITIESFOR MANAGERS
MANAGERS HAVE A DUTY TO LEAD BY EX AMPLE AND HOLD THEMSELVES TO THE HIGHEST STANDARDS OF CONDUCT, WHILE ENSURING
THAT THOSE STANDARDS ARE CLEAR AND TRANSPARENT TO THOSE
WHO REPORT TO THEM.

They should:u
Create an atmosphere that encouragesu Set an example for honest and respectful

open, honest and respectful communication

communication with customers, colleagues and other people related to theu Communicate the letter and spirit of the

BNP Paribas Group, while respecting

Code to their reports and other colleaguesu
U phold

applicable confidentiality rules

the Group’s procedure s tou Respond effectively and quickly to any­incorporate alignment and adherence

concerns that colleagues raise andto the Code as a factor in performancetake prompt action when any mistakes

management

or misconduct are uncoveredu A ctively understand the risks inherent

in their colleagues’ work and take a rolein assuring the quality of the work of
their reports

37

TABLE DES MATIÈRES

D

ADDENDUMC O D E O F C O ND U C T:
F I G H T IN G
CORRUPTION

38TABLE DES MATIÈRES

TA B L E O F C O N T E N T S
ADDENDUM

B EHAVIOURS TO BE AVOIDED,A

AS LIKELY TO BE PERCEIVED AS BRIBERYOR INFLUENCE PEDDLING ����������������������������������� 40

B

BASIC ANTI-CORRUPTION PRINCIPLES
AND MEASURES TO FIGHT INFLUENCE PEDDLING �����������41

ILLUSTRATIONS OF PROHIBITED BEHAVIOURSCTHAT ARE LIKELY TO BE PERCEIVED AS BRIBERYOR INFLUENCE PEDDLING ����������������������������������� 42
1

Conflicts of interest 

422Gifts, invitations and hospitality expenses 

44

3

Facilitation payments 

45

4

Data confidentiality 

46

5

Patronage, donations and sponsorship 

46

6R epresentation of interests (lobbying) 

47

7

R ecruitment 

49

8

R isks related to customers, suppliers and intermediaries 49This Anti-Corruption addendum to the Code of Conduct applies to all Group employees (including
external employees) at all levels of the organisation, who must ensure compliance with all ­relevant
procedures and controls in all circumstances, particularly those relating to financial security
and professional ethics (see the chapters “Financial security” and “Professional ethics” of theGroup Code of Conduct, above).
The Anti-Corruption addendum to the Code of Conduct is a public document accessible to the­general public, including BNP Paribas partners.

39

TABLE DES MATIÈRESTABLE DES MATIÈRES ADDENDUM

D – ADDENDUM FIGHTING CORRUPTION – THE BNP PARIB AS GROUP CODE OF CONDUCTA
B E H AV I O U R S TO B E AV O I D E D,
AS LIKELY TO BE PERCEIVED AS BRIBERYOR INFLUENCE PEDDLINGTHE ANTI-CORRUPTION ADDENDUM TO THE CODE OF CONDUCT OF THE BNP PARIBASGROUP DEFINES AND ILLUSTRATES THE BEHAVIOURS PROHIBITED, WHERE SUCH BEHAVIOURS CHARACTERISE ACTS OF CORRUPTION OR INFLUENCE PEDDLING (HEREINAFTERREFERRED TO TOGETHER AS “CORRUPTION”, OR SEPARATELY AS “CORRUPTION” AND“INFLUENCE PEDDLING’’).

pendently of each other (one canperson who has the power to act or

be punished even if the other is not

to refrain from acting. For example,

proven). Finally, corruption is more

influence peddling consists of prom-

Corruption exists when a person pro-severely punished when committed

ising something, not so that he orposes, offers, promises, authorises,by a public official .

she can perform acts as part of his

CORRUPTION

14

grants, solicits or accepts, directlyor her duties or facilitated by this,or indirectly, for his or her bene-

but so that he or she can use their

fit or that of a third party, an undue

influence (whether real or perceived)

advantage (for example, a gift orcompensation) for the performance,

INFLUENCE PEDDLING

with a third party to obtain a decision
or favourable opinion.

facilitation or omission of an act

Influence peddling occurs when

within the scope of his or her duties.

a public official offers, solicits or

BNP Pariba s Group employees

accepts any advantage to abuse hismust not under any circumstances

Corruption involves the interaction ofor her actual or perceived influenceparticipate, directly or indirectly,

at least two persons, whether naturalin order to obtain a decision or sit-in acts of corruption or influenceor legal, public or private. Corruption

uation from a public authority or

peddling, which are prohibited byis said to be active when the corrup-

administration.

law and by this addendum to theCode of Conduct.

tor offers an undue advantage, while
there is passive corruption when

Like corruption, influence peddlingthe compromised person accepts

can be active (when proposed),

As a financial institution, the Bankor requests an undue advantage.

or pa ssive (when requested or

may also be exposed to acts ofCorruption may be indirect, when it

accepted).

­bribery or influence peddling involv-

involves or benefits a third party or
an intermediary.

ing a third party. Employees must not
While the compromised party acts,

put the Bank in a position where it isor refrains from acting, in the exer-

involved in any transaction where

In a single manifestation of corrup-

cise of his or her own functions, thethere is a risk of Corruption and/ortion, acts of both active and passive

perpetrator of influence peddlingmoney laundering.

corruption are punishable inde-

uses his or her influence over the

14 – A public official means any person who:-o
 ccupies or holds an office or public function, in particular elective, political, administrative or judicial,in a country, whether appointed or elected (civil servant, local elected representative, deputy, judge, etc.);- performs a public function for a country, including for a public company or public body;- belongs to a public international organisation.

40

TABLE DES MATIÈRESTABLE DES MATIÈRES ADDENDUM

D – ADDENDUM FIGHTING CORRUPTION – THE BNP PARIB AS GROUP CODE OF CONDUCT

BBASIC ANTI-CORRUPTION PRINCIPLES
AND MEASURES TO FIGHT
INFLUENCE PEDDLINGFOR BNP PARIBAS, CORRUPTION IS ABSOLUTELY UNACCEPTABLE, WHATEVER THE CIRCUMSTANCES. THE BNP PARIBAS GROUP COMPLIES WITH THE ‘SAPIN II’ LAW OF 9 DECEMBER 2016
RELATING TO TRANSPARENCY, ANTI-CORRUPTION AND THE MODERNISATION OF THE ECONOMY,AS WELL AS WITH THE UK BRIBERY ACT, THE US FOREIGN CORRUPT PRACTICES ACT (FCPA)15
AND OTHER APPLICABLE LAWS.

The BNP Paribas Group has
def ined and implemented aT

he BNP Paribas Group, its

Whatever the circumstances andSenior Executives and all its

interests at stake, preventing andemployees at all levels (including

detecting Corruption is the responsi-

external employees) must not only

bility of everyone. BNP Pariba s

have zero tolerance for Corruption,

employees not only have an obliga-

but they must actively fight it. Thus,tion to refrain from participating inany form of Corruption is totally pro-any acts of Corruption, but also ahibited and must be reported, notprofessional duty to do everything

only acts involving an employee

within their power to help prevent(whether to obtain a personal benefit

Corruption or to put an end to it if

or for the Group) but also acts thatacts of Corruption come to theiru Dedicated governance, supported

may involve our customers or part-

attention.

by an international network ofners and that we may become aware

anti-corruption correspondentsof during a transaction carried out as

Do you have any questions about thepart of BNP Paribas Group activities.

Anti-Corruption Code of Conduct?

s­ ystem for detecting, preventing
and combating Corruption16 thatconsists of the following measures and procedures:
u BNP Paribas Group Management

has a “zero tolerance” policy, accessible to everyone17, with regards tocorruption and influence peddlingu A Corruption detection and pre-vention programme, ba sed on
regularly updated risk mapping

Cont a c t your line ma na ger or
The involvement of an employee in an

Compliance or your anti-corruption

act of Corruption constitutes profes-

correspondent in Compliance.

u Procedures and controls that are

sional misconduct. Any employee

reviewed on a regular basis

who acts contrary to this Addendumu

The Group Code of Conduct­including the Anti-Corruption Codeof Conduct

to Code of Conduct is liable to disciplinary action, without prejudice topossible prosecution.

u Training and awareness-raising

campaigns
u An internal whistleblowing systemu A disciplinary regime in the eventof employee breaches

15 – Foreign Corrupt Practices Act (United States)
16 – S ummary of BNP Paribas’ anti-corruption measures available at the following link:
https://group.bnpparibas/uploads/file/summary_updated_abc_policy_legal_edits_002.pdf
17 – A nti-corruption statement by the Chief Executive Officer, available at the following link:
https://group.bnpparibas/uploads/file/statement_coc_va.pdf

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D – ADDENDUM FIGHTING CORRUPTION – THE BNP PARIB AS GROUP CODE OF CONDUCTC
I L L U S T R AT I O N S
OF PROHIBITED BEHAVIOURS THAT ARE LIKELYTO BE PERCEIVED AS BRIBERY OR INFLUENCE PEDDLINGANY EMPLOYEE WHO IS UNDER PRESSURE OR WHO REASONABLY BELIEVES THAT A SITUATION
WHICH THEY ARE AWARE OF, DIRECTLY OR INDIRECTLY, DOES NOT COMPLY WITH ONE OR MORE
OF THE PRINCIPLES SET OUT IN THE ANTI-CORRUPTION ADDENDUM TO THE CODE OF CONDUCT,
MUST REPORT IT AS SOON AS POSSIBLE TO THEIR LINE MANAGER OR COMPLIANCE.

1
CONFLICTS OF INTEREST
If this is ultimately not possible or

Employees must follow the internal rules for detecting, preventing and man-appropriate, the employee can use

aging personal conflicts of interest, in order to prevent a personal interest

their whistleblowing right in confi-

from influencing their actions or decisions and placing them in a situation ofdence, as provided for in the Group

Corruption (see above, chapter “Managing the risk of conflicts of interest” ofprocedure “Whistleblowing system”

the Group Code of Conduct, and the procedures “General policy for managing(accessible from the Procedures

conflicts of interest”, ”General Policy on conflicts of interest involving

Database) . The whistleblower is

Employees”, and “Procedure relating to private external offices and activities

protected by law and the BNP Paribasof BNP Paribas Group employees” accessible from the Procedures Database).

18

Group’s whistleblowing right system, and reporting in good faith will
not be subject to retaliation.

tions with the BNP Paribas GroupI’m going through a difficult period in my private life andone of my clients offers to lend me money. I’m tempted toaccept, because we have a trusting relationship and I willof course repay him.

and subject to an attempted act

May I accept my client’s kind offer?

Any third party (customers, partners, intermediaries, etc.) unduly
solicited in the context of its rela-of Corruption by a Group employee
is invited to report it as soon as­possible (see above, in particular thechapter “Express your opinion andraise issues” in the Group Code of
Conduct).

It is forbidden to receive money from customers (or any other
BNP Paribas partner), especially as this may place you in asituation of conflict of interest and therefore create difficultyin carrying out your duties in an impartial manner. You
should therefore refuse this proposal and inform your line
manager and Compliance.

18 –­ Group Whistleblowing system procedure CPL0038FR

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D – ADDENDUM FIGHTING CORRUPTION – THE BNP PARIB AS GROUP CODE OF CONDUCTI was appointed to select agreen energy supplier for the
new premises, while I holdan office in one of the bidding
companies.

For the organisation of the next annual seminar,
I am tempted to propose a hotel by the sea
belonging to my brother-in-law. I am certainthat the charm of the place will be a hit,
especially since the hotel is less expensive thancompeting hotels. In addition it will also help
the family!

What should I do?

Is that allowed?

To avoid any conflict of interest,
do not take part in the selection
process, and inform your line
manager. The proposal of thiscompany will be studied as partof the Procurement procedures.

Whatever the quality of the services offeredby your personal relationships, the supplierselection process must be initiated. If yourbrother-in-law’s hotel is part of the selection,
do not take part in the decision, to avoid
a conflict of interest.

A good business contact offers me his/her personal apartment in a seaside resort free of charge(and confidentially) for my next vacation. I happen to be the decision-maker on important issues
concerning him/her.
Can I accept this?
No, you must refuse this proposal, which would place you in a conflict of interest and which could
influence your future decisions in this relationship, and be perceived as an undue advantage.
Promptly inform your line manager and Compliance.

2
GIFTS, INVITATIONS AND HOSPITALITY EXPENSES
Reasonable gifts and invitations are

It is therefore essential to comply

Whatever the circumstances, andordinary business acts, provided

with the internal policies of thewhatever the means of payment con-they are offered or accepted as a

BNP Paribas Group relating to gifts

cerned, employees must not accept

matter of courtesy or for commercial

and invitations and those relating toor give money. Any payment madepurposes. Their value, frequency

hospitality expenses (see above,

and any expenses incurred must beand, more generally, the circum-

chapter “Professional ethics” in thelegitimate, justified, approved andst ances in which they may beGroup Code of Conduct, and therecorded in the accounts. Employees

accepted or offered are limited in“Gifts and invitations policy” proce-must not make BNP Paribas Grouporder to prevent them from being

dure accessible from the Procedures

assets available without proper

perceived as consideration for an

database).

authorisation.

undue advantage or as a condition
for exercising influence.

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TABLE DES MATIÈRESTABLE DES MATIÈRES ADDENDUM

D – ADDENDUM FIGHTING CORRUPTION – THE BNP PARIB AS GROUP CODE OF CONDUCT

A broker offers me a lunch in a good restaurant.
Can I accept this?

A client has just entrusted
me with the opening ofaccounts for several of its
subsidiaries, with newcontracts at stake. I would
like to express my gratitude
to him and thank him forhis loyalty.
Can I give him a gift,
or invite him to a goodrestaurant?
Refer to the gifts andinvitations policy to verify
the authorised amounts, anddeclare them to your line
manager and to Compliance.

A major distributor invites
me, along with otherbusiness partners, to aluxury chalet located in a
ski resort, all expenses paid.
Can I accept this?
This lavish invitation exceeds
the value provided by theprocedures, and may
influence your decisions
regarding this distributor.
You must therefore refuse it,
declare this invitation, andinform your line manager,
Procurement, andCompliance, so that the
integrity of this distributor
can be reassessed.

You must assess whether this invitation is professionalor leisure and refer to the current gifts and invitations
procedure.

A few weeks later, the same broker sends two top
category theatre tickets to my home. His card says:“Have a good evening! I’m counting on you for somenew deals!”.
Can I accept this?
You must refuse these tickets, and return them.
In addition to the amount, the frequency of gifts andinvitations should alert you to the intentions of thebroker, especially when they are sent to you at home.
Declare them, and assess the integrity of the third
party with your line manager and Compliance.

This morning, I received a package from a major
supplier containing state-of-the-art tablets for eachmember of my committee.
Can I keep them?
No, you must refuse and return tablets whose value
exceeds the authorised amounts, and which are liable
to influence your judgment on this supplier. You mustalso inform your line manager and Compliance, andreassess the integrity of this supplier.

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TABLE DES MATIÈRESTABLE DES MATIÈRES ADDENDUM

D – ADDENDUM FIGHTING CORRUPTION – THE BNP PARIB AS GROUP CODE OF CONDUCTI would like to invite a client to an international
sporting event sponsored by BNP Paribas, but theclient is located abroad, and the hospitality costs
may be high.

An elderly customer withwhom I have an excellent
relationship hands me anenvelope containing cash.

Is this possible?

What do I do?

A large number of clients are invited to this kindof events in order to promote the company’s brandand image. Invitations are possible within the limits
provided for by the procedures.
You must obtain the prior approval of your line
manager and Compliance regarding transportand hospitality costs.

You must refuse it. Any giftof money is forbidden.
You should then tell your line
manager that you haverefused the gift and haveCompliance record it.

3

a public official in order to speed up

My flight has just landed four hours behind schedule.
Dozens of passengers are queueing up to obtain thenecessary entry visa and I’m now going to be late for ameeting with an important client. An Immigration official
drops a clear hint that handing over a few banknotes would
shorten the waiting time.

(and therefore “facilitate”) the com-

What should I do?

FACILITATIONPAYMENTS“Facilitation payments” are generally small amounts of money paid topletion of certain administrative
formalities.
Employees are forbidden to give

You must decline the proposal because facilitation payments
are prohibited, and inform your line manager andCompliance.

money in any amount whatsoever topublic servants for the purpose of
speeding up or smoothing the progress of administrative procedures or
obtaining authorisations such as
licences, permits, etc.

I am contacted by an official of the administration following
the filing of a renovation permit for business premises. He
tells me that my request is at the bottom of the pile he has
to process, and that a small envelope would allow it to beprocessed as a priority.
What should I do?
You must decline the proposal because facilitation payments
are prohibited, and inform your line manager andCompliance.

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TABLE DES MATIÈRESTABLE DES MATIÈRES ADDENDUM

D – ADDENDUM FIGHTING CORRUPTION – THE BNP PARIB AS GROUP CODE OF CONDUCT4DATACONFIDENTIALITY
Employees must not under any
circumstances disclose information belonging to the BNP Paribas
Group or its business relationships,
let alone in exchange for an undue
advantage. Similarly, they must
not under any circumstances communicate or request confidential
infor­mation concerning a project,transaction, competitor, third party,
etc., with the aim of benefiting or
obtaining an undue advantage.

By investing “green”, my client will diversify his businessflow and will make less use of the Bank… unless he/she
discretely receives confidential information about hiscompetitors.
Am I authorised to transmit this confidential information
to him/her to maintain or increase the flow of business for
the Bank?
It is strictly forbidden, under all circumstances, to reveal
confidential information to a person outside the BNP Paribas
Group, particularly information relating to a customer orother partner of the Group, let alone in exchange for anundue advantage.

See above, chapter “Customer interests” in the Group Code of Conduct), as
well as the procedures “General pol-5

icy of the BNP Paribas GROUP on the
Personal Data Protection - RISK0379”
and “Global Policy on Protecting

PATRONAGE, DONATIONS AND SPONSORSHIP

Market Integrity - CPL0241” acces-

Patronage and donations to organisations working for the general or social

sible from the Procedures Database.

interest (cultural associations, humanitarian organisations, etc.), as well as
sponsorship of events or projects (sporting, cultural, etc.) may be diverted
from their intended destination when they involve the payment or receipt ofan undue advantage, or through misuse of funds. It is therefore essential toapply an assessment for third parties/projects (see the various third party
assessment procedures, accessible from the Procedures database).
Under no circumstances may patron-

to a foundation belonging to aage, donation or sponsorship be

Politically Exposed Person in con-solicited or granted as a condition for

nection with the conclusion of a

exercising influence, or in order tocontract, must be subject to particu-

obtain an undue advantage for thelar vigilance. If in doubt, employees

BNP Paribas Group, its employees orshould seek advice from their line

partners. In particular, a “donation”

manager or Compliance.

In the morning newspaper, I discover that the environmental aid foundationof which the company intends to become a patron, is the subject of a corruption scandal.
What should I do?
You should put the transaction on hold while you assess the probity of the foundationin the light of this new unfavourable information, in consultation with Compliance.

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D – ADDENDUM FIGHTING CORRUPTION – THE BNP PARIB AS GROUP CODE OF CONDUCT

I’m concerned: the press hasreported an unprecedented
scandal affecting a customer
whose foundation appears tohave enabled payments to bemade to politicians over anumber of years.
A customer working in a sensitive business sector
asks me to send a transfer labelled “donation”
to a foundation located in a country at risk ofcorruption, and where it has just won a public
contract. After some research, I find that thisfoundation is indirectly owned by a Politically
Exposed Person.

What should I do?
Inform your line manager andCompliance, and apply the risk
assessment procedures to thisrelationship.

What should I do?
You should put the transaction on hold while you
assess the probity of the foundation in the light ofthis new unfavourable information, in consultation
with Compliance.

6
REPRESENTATION OF
INTERESTS (LOBBYING)
Representation of interests is theactivity of providing information to
public officials, where applicable, inorder to influence their decisions.
Influence on public decision-making
may in particular target the content
of a law or a regulatory act.
Representation of interests on behalfof BNP Paribas may only be exercised

I have a good relationship with someone working in a public
body who has a decisive role in the drafting of a bill
affecting the entire profession. Clearly, this text does notserve anyone’s interests. Fortunately, I think I can convince
him to change the provisions of the law in return for aweekend by the sea.
Is this allowed?
This situation, considered to be Corruption, is prohibited by
BNP Paribas, whatever the stakes.

by persons authorised to do so byinternal policies, accessible from theProcedures database.

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TABLE DES MATIÈRESTABLE DES MATIÈRES ADDENDUM

D – ADDENDUM FIGHTING CORRUPTION – THE BNP PARIB AS GROUP CODE OF CONDUCT7RECRUITMENT
Under no circumstances may recruitment be granted or refused in
exchange for an undue advantage,or as a condition for exercising­influence.

A consultant currently hired for a six-month support
assignment asks me to help him get a full-time position
within the Group. In exchange, he promises to give mea percentage of his new salary.
What should I do?

Recruitment is governed by the BNPParibas Group’s Human Resources
procedures, accessible from theRefuse this request, and inform your line manager
and Compliance.

Procedures database, which must be
applied under all circumstances.

A long-standing business partner promises me that he will increase his business if I agree
to provide an internship for his son, who has just graduated from a prestigious university.
You are contacted by a politician, who asks you to recruit his nephew.
Both will be very grateful to you.
Can I accept these recruitments?
In both of these two illustrations, you must forward the application to Human Resources,in order to follow the usual recruitment process. Also inform HR of the circumstancesand requests surrounding these applications, as well as your line manager and Compliance.

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TABLE DES MATIÈRESTABLE DES MATIÈRES ADDENDUM

D – ADDENDUM FIGHTING CORRUPTION – THE BNP PARIB AS GROUP CODE OF CONDUCT8RISKS RELATED TO CUSTOMERS,SUPPLIERS AND INTERMEDIARIESThe BNP Paribas Group’s customers, suppliers and intermediaries are assessed with regards to the risks of Corruption
they may present. Laws and the competent authorities have defined certain risk factors as high: for example, certain
types of transactions such as mergers & acquisitions, certain sectors of activity or countries, Politically Exposed
Persons, etc.
Employees must therefore ensure that

documentation, where applicable

Employees must not enter into athird-party assessment and monitor-(anti-corruption clauses, exit clauses,­business relationship or contractual

ing procedures are applied at alletc.). Likewise, employees must use

commitment, offer or grant rates andstages of the business relationship,

the Bank’s standard contract tem-commissions, or a BNP Paribas Groupand ensure that they follow anplates, comply with tender procedures

product or service, in exchange for ananti-corruption policy that complies

and refrain from using non-approved

undue advantage or as a condition forwith the BNP Paribas Group’s obliga-

service providers.

exercising influence.

tions, adjusting the contractual

CUSTOMERS

Empl o y e e s mus t no t op en a naccount, grant a loan or provide
financing, or any other BNP Paribas
Group product or service, for the
purpose of benefiting from or obtaining an undue advantage, whether forcommercial or personal purposes(see the “Know your customer” policies accessible from the Procedures
database).

A client I meet at the tennis club tells me about the difficulties
one of his companies is having in obtaining a loan: all his
attempts with banks have failed. He’s asked me how mucha little “helping hand” would cost him.
During a trade show, I was approached by a prospect wishing
to open an account. Seeing me hesitate, he offers to act
through a third party, who would give me an envelope asa thank you.
What should I say in these two cases?
In both these illustrations, you must refuse these unacceptable
requests which are contrary to BNP Paribas Group policies,and declare them to your line manager and Compliance.

49TABLE DES MATIÈRESTABLE DES MATIÈRES ADDENDUM

D – ADDENDUM FIGHTING CORRUPTION – THE BNP PARIB AS GROUP CODE OF CONDUCTThis morning, one of my customers asked me to accept
some large cash deposits, without providing explanations as
to where the money came from. If I agree to close my eyes,
the customer has suggestedthat he pays, in exchange, anunusually high interest rate on his credit line, which would
really help me achieve my performance objectives.
What steps should I take?
You must refuse the transaction and inform your line
manager and Compliance.

I noted that my customer in the telecommunications sector
has just opened a new subsidiary in a country sensitive
to corruption. Recently, this customer made a large transfer
in the name of the daughter of that country’s President.
The customer’s explanation for this suspicious transfer was
difficult to understand.
What should I do?
You must report this transaction to your line manager
and to Compliance.

I know that the Local Urban Plan is being revised.
However, I note unusual payments on the accountof a customer who is a local elected representative.
What should I do?
There is a suspicion of influence peddling andyou must report these movements to your line manager
and Compliance.

A customer working
in a sensitive sector
announces the transfer ofa significant amount insettlement of the balanceof a contract concluded
with a company locatedin a country at risk ofcorruption. I note that
this company is the
subject of unfavourable
information related tocorruption and that thetransfer amount is muchhigher than that provided
for in the contract.
According to mycustomer, the differenceis due to “miscellaneous
expenses”.
Can I carry out
these instructions?
To avoid becoming
involved in the settlementof an act of Corruption,suspend the transaction,
apply financial security
procedures, and informyour line manager andCompliance.

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D – ADDENDUM FIGHTING CORRUPTION – THE BNP PARIB AS GROUP CODE OF CONDUCT

After winning a major contract abroad,my customer instructs me to pay a large
sum of money into the account of afoundation registered in a tax haven,and belonging to the intermediaryworking for his public sector
counterpart.

After informing me of their cash flow
difficulties, a customer stopped repaying
the instalments of their credit facility.
When I contact him, he offers me a“simple alternative”: grant him a debt
waiver allowing him to write off his
debts, in exchange for a “50-50” split.

What should I do?
Suspend this transaction and apply theassessment procedures. Inform your line
manager and Compliance.

What should I do?
You cannot accept this proposal:
a write-off with debt waiver, benefits the
debtor-customer, if it is undue. You must
report this proposal to your line manager
and to Compliance.

SUPPLIERS

The integrity of suppliers is an essential condition for their relations with
the BNP Paribas Group. Employees
must ensure that the Group’s reputation is protected from any act
that infringes the Group’s integrityby applying the Procurement procedures available on the basis of theProcedures.
See also above, chapter “Group
protection” in the Group Code of
Conduct, as well as the “Know Your
Supplier” procedure accessible fromthe Procedures database.

During a call for tenders, a bidding company contacts
me: if I agree to help it be selected as a supplier to theGroup, the company will pay me 5% of the amount of its
future invoices.
I use several suppliers for building maintenance. Shortly
afterwards, one of them has tickets delivered to me
for a prestigious sports tournament, which is taking place
halfway around the world.
What should I do?
In either case, you must refuse and immediately
alert your line manager and Compliance, as well as
the Procurement Department, so that the integrityof the supplier can be reassessed.

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D – ADDENDUM FIGHTING CORRUPTION – THE BNP PARIB AS GROUP CODE OF CONDUCTINTERMEDIARIES

Like any partner of the BNP Paribas
Group, intermediaries are subject toassessments and controls (see the“Group Policy on Intermediaries”
procedure, accessible from theProcedures database).

Recently, sales in part of my portfolio have declined. I
contacted the distributor in question to understand thereasons. It appears that the distributor would be more
motivated, and would give absolute priority to the sale ofmy products, in exchange for a contribution helping him
arrange his next holiday.
How should I reply to him?
You must firmly refuse this solicitation, and inform your line
manager and Compliance in order to reassess the integrityof this intermediary.

A business provider suggests that I could rapidly increase the number of home loans thanks to a“win-win” agreement: investors could easily access my business if I close my eyes to the eligibility
conditions, and pay a little extra to supplement his income.
What should I do?
Whatever the alleged commercial issues, it is prohibited to give a favourable response to this form ofsolicitation. Inform your line manager and Compliance to end the relationship with this intermediary.

THE ILLUSTRATIONS ABOVE SHOW THE WIDE VARIETY
OF SITUATIONS IN WHICH THE BNP PARIBAS GROUP
COULD BE EXPOSED TO THE RISK OF CORRUPTIONOR INFLUENCE PEDDLING.
If in doubt, regardless of the situation encountered, employees
must refer the matter to their line manager or to Compliance.
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THE BNP PARIBAS GROUP
CODE OF CONDUCTThe bank
for a changing
world