Anti-corruption Policy

1. Introduction

Banco BPI S.A. (hereinafter "Banco BPI", the "Entity", "Institution" or "Bank") is a credit institution of CaixaBank Group that develops banking business activities, including any ancillary, related or similar transactions compatible with said business and to the extent permitted by law, and adopts CaixaBank's corporate policies, with the due adaptations.

CaixaBank has an Anti-corruption Policy that applies to all the Group entities, including its subsidiaries, where the key action principles on corruption prevention are defined.

Banco BPI fully rejects any type of corruption in all its forms, including extortion and bribery, and works under the core principle of respect for and compliance with current laws and regulations at all times, and bases its operation on the highest standards of responsibility and rigour.

Within this framework, the Board of Directors has approved this Anti-corruption Policy (hereinafter, "the Policy"), which is aligned to CaixaBank's Anti-corruption Policy, as an essential tool to impede that either the Bank, the companies directly or indirectly controlled by it, or the external entities with which it interacts (including service suppliers), directly or through intermediaries, engage in conduct that may be against the law or the ethics and business principles of Banco BPI: respect, integrity, transparency, excellence, professionalism, confidentiality and social responsibility.

Banco BPI takes an active stance in rejecting all forms of corruption in all the markets where it operates, adapting this Policy to the highest international standards, alongside the Code of Business Conduct and Ethics. If in a given country local laws are stricter than this Policy, the former will overrule the latter.

This Policy is applicable to all the Employees, and members of the corporate bodies of Banco BPI.

In turn, Banco BPI shall share this Policy with those companies in which holds a significant stake although it does not have control, encouraging them to adopt it.


Main Impacts of the Policy

Gifts Acceptance
  • Gifts in any amount are forbidden if the aim is to influence any Employee of the Bank;
  • In any other case, subject to a maximum cumulative amount of 150 euros per year / same giver, directly or through a third party.
  • Gifts from public officials / authorities or companies involved in supplier tender processes, as well as gifts in cash or equivalent, are forbidden.
  • Gifts from Banco BPI to its Employees or between Employees;
  • Invitations to meals, as long as reasonable in the context of current business relationships.
  • Gifts can only be offered if included in the Bank's catalogue of institutional gifts.
  • It is prohibited to make gifts to public officials or authorities.

Travelling expenses and hospitality
  • Invitations shall be reasonable and not excessive or extravagant.
  • Invitations shall be deemed to be made to Banco BPI.
  • Travel, accommodation and representation expenses shall always be paid for by Banco BPI.

  • Any consideration obtained beyond that which is strictly set forth in sponsorship agreements shall be considered as a gift.


2. Scope of application

Affected Persons:

The Persons Affected by this Policy are all the Employees and members of the corporate bodies of Banco BPI.

The Affected Persons shall receive specific training aimed at ensuring appropriate knowledge about the Policy and the development of a culture of ethical behaviour, integrity, and regulatory compliance.

Failure to comply with the provisions of this Policy may lead to disciplinary action by the relevant internal body of Banco BPI.

Associated Persons:

Within the framework of mutual trust and collaboration between Banco BPI and all its Associated Persons, Banco BPI expects the Associated Persons to take the appropriate measures to ensure fair behaviour and competition on the market. Therefore, whenever actual circumstances so allow, Banco BPI shall encourage the adoption of this Policy or its underlying principles by its Associated Persons, including, in particular, suppliers, intermediaries and agents acting for and on behalf of the Bank.

Banco BPI shall endeavour for the Associated Persons to be familiar with the content of this Policy. Where this is not possible, BPI shall ensure that they act upon standards of conduct and principles equivalent to those set out in the Policy.

Failure to comply with the provisions of this Policy may lead to the termination of the contractual relationship established between the Parties.


3. Principles

Given its impact on both companies and society, corruption in its broadest sense must be prevented and eradicated.

This Policy is governed by the following principles:

  • Absolute rejection of any action or omission directly or indirectly related to acts of corruption. This includes situations where the Affected Party takes a stance of conscious or deliberate ignorance (wilful blindness) regarding acts which it was required to know.
  • Prohibition to engage in unlawful actions and/or actions that are not in line with current regulations, including the provisions of this Policy, on the pretext that one is acting in the best interest of the Bank, regardless of the economic benefit generated.
  • The Affected Persons are obliged to report any facts that come to their knowledge which contravene the provisions of this Policy. Such facts should be reported through the whistleblowing channel made available by Banco BPI.
  • Respect for the highest standards of loyalty towards the market, in compliance with the rules of free competition.

This Policy is an integral part of Banco BPI's Crime Prevention Model, therefore the principles set out in this Model are directly applicable.


4. Due Diligence

Banco BPI shall have due diligence procedures for the selection and binding relationship established with natural or legal persons, in particular with regard to its Employees, so as to ensure alignment with Banco BPI's values and full compliance with the law and the Bank's ethical standards.

In all hiring processes, Banco BPI shall ensure that selected applicants meet predefined technical qualifications and experience, duly documenting this process. In no case shall personal / family relationships be taken advantage of to hire people who do not meet the selection criteria.

Hiring by the Bank of entities included in the Associated Persons category shall comply with objective criteria, and in no case shall be influenced by any existing financial or other ties. Banco BPI shall require from all entities that they adopt suitable measures to ensure fair conduct and competition on the market, thus avoiding conduct that contravenes current legislation and the principles underlying its business.

Through its "know your client" (KYC) policies and procedures, Banco BPI shall undertake a suitable process to get to know, accept and monitor its customers.


5.Standards of Conduct

a) Extorsion, Bribes, Influence Peddling and Facilitation Payments

Banco BPI forbids all conduct that may constitute or be related to extortion in any of its possible forms.

Likewise, Banco BPI rejects any conduct that may constitute bribery or attempted bribery of public authorities or public officials, whether directly or indirectly or via an intermediary. Accordingly, it is expressly forbidden to deliver gifts, goods or services to authorities or their employees for them to perform their duties or perform an unlawful act.

Any type of activity that may constitute influence peddling is prohibited.

The so-called "facilitation payments", in any type or form, are equally forbidden.

Gifts may only be accepted or offered if they meet the conditions set forth in this Policy.

Any activity suspected of constituting any of the conducts described herein shall be immediately reported through the Bank's whistleblowing channel.


b) Gifts

Acceptance of Gifts:

Any type of Gift or sum of money, acceptance of which by the Affected Person, either directly or indirectly, entails the Affected Person's breach of his/her obligations and a direct or indirect favour to the person or persons that gave such gift in the context of the contracting of goods or services is prohibited.

In all other cases, i.e. when the offer does not imply the Affected Person's failure to comply with his/her obligations or a direct or indirect favour granted to the person or entity that offered the gift, the criteria governing the acceptance of gifts are as follows:

  • With regard to the value of the gift:
    - The value of the Gift may not be higher than €150 or equivalent in another currency, and it shall be determined based on approximate market value and not acquisition cost. Where an Affected Person receives several gifts from the same natural or legal person within a period of 12 months, the €150 limit shall apply to the total value of all gifts.
    - Gifts should be appropriate and proportionate to the circumstances, accepted by custom and aligned with any existing practices in the sector.
    - Their purpose may not go beyond an attention or courtesy customary to congratulations for traditional or personal celebrations (such as birthdays). Where exceptional circumstances justify the acceptance of Gifts over €150, the opinion of the Compliance Division shall be sought. In such cases, the acceptance of the gift shall be conditional upon the previous authorisation of the Compliance Division, to be given through the channel provided for the purpose.
  • Gifts must be voluntary and not requested in advance and they cannot generate expectations of quid-pro-quo.
  • Gifts shall be received in the workplace and never at the private home of the Employee or of any of their family members or closely related persons. Where this is not the case, the Employee's supervisor shall be notified.

The acceptance of Gifts, directly or indirectly, is expressly forbidden in any of the following circumstances:

  • The Gift is from public authorities or officials;
  • The Gift is from natural or legal persons involved in supplier tender processes for goods or services with Banco BPI or any entity directly or indirectly controlled by it, where the Affected Person to whom the gift is intended takes part in or may influence the tender's decision process;
  • The Gift is made in cash or equivalent, regardless of the amount (such as gift cards);

The following are excluded from the rules set out in this section:

  • Gifts from Banco BPI or any other entity of the CaixaBank Group to Affected Persons, or Gifts between Affected Persons, regardless of the hierarchical relationship between them;
  • Invitations to meals, as long as reasonable in the context of current business relationships.

Giving Gifts:

Gifts can only be offered if of an institutional nature and if included in the Bank's catalogue of institutional gifts, which is managed by the Communication, Brand and Social Responsibility Division. Exceptionally, the Communication, Brand and Social Responsibility Division, after prior notification to the Compliance Department, may authorise the delivery of gifts not provided for in the catalogue, providing these are proportionate to the relationship with the recipient and acceptable by social customs.

Gifts to public entities and officials are prohibited. Exceptionally, and providing this is not expressly prohibited by national legislation, gifts may be offered subject to the authorisation of the Communication, Brand and Social Responsibility Division, based on a Prior Opinion of the Compliance Department, which, if it so deems necessary, may request legal advice from the Legal Department.


c) Travelling expenses and hospitality

Hospitality received from third parties:

Invitations to events or other activities organised by suppliers or other third parties are deemed to have been made to Banco BPI, and therefore the related travel and accommodation expenses shall always be borne by the Bank and paid directly to the respective service provider, in accordance with internal rules on Employee expenses.

Invitations to events or other activities made by any entity of CaixaBank Group to its Employees and/or business areas are excluded from the above rule.

Travel, accommodation and representation expenses shall comply with the following criteria:

  • They shall be reasonable and not excessive or extravagant so as not to induce the presumption that they are intended to reward any different activity, or act or omission carried out to obtain any undue advantage.
  • They shall be related to the Bank's activity.
  • They shall always be considered as incurred on institutional grounds, therefore the decision to make the related payments always requires the authorisation of the relevant Manager.

Hospitality offered by Banco BPI:

The above criteria also apply to the payment by Banco BPI of travel and hospitality expenses of third parties.


d) Relationship with public and political institutions

Banco BPI shall at all times strictly comply with the legislation on the financing of political parties.

Donations to political parties and related entities are forbidden. Total or partial debt relief agreements may only be entered into in the cases permitted by law and if complying with BPI's general risk criteria.

Banco BPI will participate in the regulatory processes on relevant issues for the national, European and global financial sector with the aim of protecting the interests of Clients, Investors and Employees. Banco BPI shall not engage in direct lobbying or interest representation services to uphold its position before the authorities, it will disclose its positions in the associations and other bodies of which it is a member in order to conciliate them with those of the sector, acting throughout the whole process in compliance with its principles of conduct set forth in its Code of Business Conduct and Ethics, in this Policy and in its other regulations in force. The list of the relevant associations and other relevant bodies of which Banco BPI is a member is published on its corporate website.


e) Sponsorship

Banco BPI's sponsorships aim to provide economic support / contributions that allow the sponsored entities to carry out their institutional, corporate, social, sports, cultural, scientific or other activities, in exchange for their commitment to promote and advertise Banco BPI, or other forms of compensation, such as hospitality agreements (free admission to events, discounts for Clients).

In any case, sponsorship activities shall always be used to and targeted at strengthening the brand and business of Banco BPI.

Any department that is considering the possibility of supporting an activity through sponsorship shall first consult with the area in charge of sponsorship management. This area will clear up any doubts in this respect, decide whether a given activity may be sponsored, ensure strategic alignment to the Bank's sponsorship policy and set in motion the procedures for its implementation.

These procedures shall include controls that ensure that no sponsorships are granted as a subterfuge to support activities that contravene this Policy and the Code of Business Conduct and Ethics.

Where sponsorship is decentralised, either at national or international level, the above criteria should be met.


f) Donations

As part of its social responsibility, BPI grants donations to support institutions in their social, cultural, scientific or similar activities.

Banco BPI collaborates with the "La Caixa" Banking Foundation and on its behalf pursues its social welfare objectives across all its areas of activity. Consequently, donations made to non-governmental organisations and other third-sector organisations shall be consistent with the social work developed by the "La Caixa" Foundation and aligned to its guidelines for charitable activities, with adequate procedures being established for the purpose.

These procedures shall include controls to ensure that donations and other contributions to non-governmental organisations and third-sector institutions are not made as a subterfuge to carry out activities that contravene the Code of Business Conduct and Ethics, other internal regulations, and the law.


g) Risky suppliers

Under certain circumstances, Banco BPI may be affected by acts of corruption carried out by suppliers acting in the interest or on behalf of Banco BPI, which may have a legal and/or reputational impact on the Bank and even give rise to the misapprehension that Banco BPI could be considered responsible for the acts undertaken by its suppliers.

Suppliers shall be classified into risk categories, and when considered to be of very high risk, their engagement shall be subject to express acceptance by them of this Policy.

The contracting of these suppliers requires their express acceptance of the entire content of this Policy.

Moreover, the areas which require contracting Risky Suppliers in order to adequately perform their functions shall take into consideration the provisions set forth in the internal regulations, resorting whenever necessary to enhanced due diligence processes. (See Appendix I "Red Flags").


6. Enquiries and whistleblowing channels

In order to facilitate compliance with the Code of Business Conduct and Ethics, Banco BPI has established enquiries and whistleblowing processes, provided for in this Code, through which doubts may be raised about the interpretation or practical application of the code, and possible infractions may be reported.

To this end, BPI has set up a channel accessible to all its Employees. In addition, Banco BPI will promote that other people interacting with the Institution, members of its corporate bodies, suppliers and any related persons may also have access to this channel.

In the case of complaints by Clients of the Bank, these will be transmitted and properly handled by the channels established by the Bank for this purpose.

Information on the channel is accessible to Employees on the Intranet, and on the Bank's corporate website to any other person.

Complaints are handled and solved through a rigorous, transparent and objective procedure, safeguarding the confidentiality of the complainant. BPI shall not tolerate any kind of reprisals against anyone who, in good faith, communicate events or situations that may be considered as included in the framework of conducts prohibited by this Policy. Along these lines, Banco BPI continually works to improve its communication channels and align them with best market practices.


Appendix I

CaixaBank Group: Refers to CaixaBank, S.A., as well as to all CaixaBank investee companies. Banco BPI, S.A. is an integral part of CaixaBank Group.

Banco BPI: A company incorporated under Portuguese law, whose corporate purpose is the exercise of banking and other related activities permitted by law, together with other companies directly or indirectly controlled by it.

Associated Persons: Natural or legal persons that maintain a business/trading relationship with Banco BPI. These include, but are not limited to, the Employees of natural or legal persons with which Banco BPI maintains business/trading relationships, regardless of their nature, persons who provide services through temporary employment agencies, or academic agreements, intermediaries, agents, brokers, external consultants or other natural or legal persons hired to supply goods or provide services.

Affected Persons: Persons to whom this Policy applies directly.

Risky Suppliers: A provider of services or supplier of goods, either Portuguese or foreign, that has a professional or commercial relationship with governments or public entities.

Sponsorship: Financial or any other type of assistance provided to assist a person or an organisation to pursue the activities in which they engage, with the objective of obtaining compensation in the form of advertising or business.

Conflict of interests: Situation of misalignment or collision between the professional duties and/or interests of a natural or legal person and the private interests of another natural or legal person, such as unduly affects the performance of their duties and responsibilities.

Corruption or bribery: Fraudulent conduct that consists in offering, promising, giving or accepting an improper financial or non-financial advantage to or from a civil servant, or an Employee or representative of a private company, either directly or indirectly, in order to obtain or maintain a business or another illicit advantage. The performance of such acts may occur at national or international level.

Extortion: The act of whomever, for the purposes of profit-seeking, for themselves or someone else, compels another person by means of force or intimidation to perform or fail to perform an action or legal business with the result of harming the latter' economic interests or those of a third party.

Influence peddling: Using one's influence with a public official or public entity and taking advantage of one's personal relationship with this or another public official or public entity in order to obtain a decision that may generate a financial or non-financial benefit for themselves or others.

Facilitation payments: Payments or gifts of low value made to an individual - a public official or an employee of a private company - in order to obtain a favour, such as expediting an administrative procedure, obtaining a permit, license or service, or avoiding an abuse of power.

Gift: Objects, services, advantages, favours, offers, free of charge dispositions or any other physical or pecuniary gift (payments or commissions)3. Travel and hospitality expenses are excluded from this definition, as they are dealt with in a separate section of this Policy.

Institutional Gift: A gift or present that has been previously validated by the Communication, Brand and Social Responsibility Division. As a rule, Institutional Gifts incorporate identifying elements the Bank, such as its logo or corporate name.

Hospitality: Expenses or costs borne by the organiser of an event.