Code of Ethics and Conduct
of the BT Financial Group
Terms
1. Identity of the BT Financial Group. Mission statement
2. The fundamental principles and values of BT Financial Group
3. Area of application
3.1. Relations between companies in the BT Financial Group and their clients
3.2. Principles of Good Banking Practices and Conduct of Banks in relations with debtors
facingpaymentdifcultyorrepresentingwelfarecases
3.2.1 Terminology
3.2.2 Principles of conduct
Paymentdifcultycases
Welfare cases
3.2.3 Collaboration with the debtor
3.3. Relations between companies in the BT Financial Group and authorities
3.4. RelationsbetweencompaniesintheBTFinancialGroupandnancialinstitutions
3.5. The relationship between the BT Financial Group’s companies and its employees
4. Human Resources policy. Organization’s values. BT culture
5. Integrityandavoidingconictsofinterest
6. Behaviour of employees /members of the Management Board
7. Condentialityofdata
8. Processing and protection of personal data
9. Use of the BT Financial Group’s property
10. Compliance with competence limits
11. Observing international rules (sanctions)
12. Fraud prevention
13. Politicalactivities(benetstopoliticalpartiesandpubliclyexposedpersons)
14. Decisional transparency
15. Non-arm’s length transaction
16. Relation with suppliers
17. Equal opportunities, avoiding harassment and discrimination
18. Fair competition, marketing and sales practices
19. Market abuse
19.1 Inside Trading
19.2 Fair competition
20. Protection of health and environmental safety
21. Relations with mass media. Communication with social media
22. Relations with control authorities
23. Other provisions
TABLE OF CONTACTS
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Code of Ethics and Conduct of BT Financial Group
Terms
Employees of BT Financial Group - persons having individual employment contracts with a company
in the group, whether the contract is for a determined or undetermined period; for the purpose of this
document, the category of employees includes temporary work agencies and employees with terminated
employment contract.
Conict of interest – situation or circumstance where personal interests, either direct or indirect, of
employeesormembersofthemanagementbodyisinconictwiththeinterestoftheinstitutionso
that it affects or may affect their independence and impartiality in decision-making or in timely and
objectivelyfulllingtheirspecicduties.
Personal interest - any advantage, either direct or indirect, for employees/members of the management,
for their life partners and relatives up to second degree, as for and entities having direct or indirect
interests.
Management body - management or leadership body of an institution established under the constitutive
documents that are empowered to determine the strategy, objectives and the overall policy of the
organization, overseeing and monitoring the decision-making process and including persons who
effectively manage the business; such a body includes leaders (CEO and Deputy CEO) and members of
the Board of Directors of the company.
Non-arm’s length transaction - any transaction which is carried by parties representing different
economic interests.
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1. Identity of the BT Financial Group. Mission statement
The BT Financial Group, hereinafter “the Group”, with Banca Transilvania as its core entity, whose history
began in Cluj-Napoca in 1994 at the initiative of several businessmen in Cluj. The idea was to create a
local bank, a Cluj brand.
Thefounders’entrepreneurialspiritdeterminedthebank’sconsolidationinClujastherststepand
thereafter at regional and national level. At the beginning the Bank focused on the SME sector and
in order to meet the market needs, soon it began to be focused on retail. In 1997, Banca Transilvania
becametherstbankinRomaniatobelistedontheBucharestStockExchange.
Entity Business area
1 Banca Transilvania S.A. Other monetary intermediation activities
2 Victoriabank S.A. Other monetary intermediation activities
3 BT Leasing Transilvania IFN S.A Financial leasing
4 BT Capital Partners S.A. Intermediationactivitiesofnancialtransactions
5 BT Direct IFN S.A. Other lending activities (Consumer Credit)
6 BT Asset Management SAI SA
Othernancialintermediationsnca(Undertakingsfor
collective investment in transferable securities as well as
other undertakings for collective investments)
7 BT Leasing MD (Moldova) S.R.L. Financial Leasing
8 BTMicronantareIFNSA
Otherlendingactivities-micronance,discount,other
forms of credit
9 Improvement Credit Collection SRL
Activities of collecting agencies and credit reporting
ofces
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BT Pension - Optional Pension Fund
Management Company S.A.
Activitiesofpensionfunds(exceptthoseinthepublic
social security system)
11 BT Building SRL Renting and subleasing of own or rented real estate
12 BT Investments SRL
Activitiesauxiliarytonancialservice,exceptinsurance
and pension funding (Consultancy on capital structure,
business strategy and other related matters)
13 BT Solution Agent de Asigurare SRL Insuranceandpensionauxiliaryactivities
14 BT Safe Agent de Asigurare S.R.L. Insuranceandpensionauxiliaryactivities
15 BT Insurance Agent Intermediation Insuranceandpensionauxiliaryactivities
16 BT Asiom Agent de Asigurare SRL Insuranceandpensionauxiliaryactivities
17 VB Investment Holding B.V. Holdings activities
18 Timesafe SRL
Custom software development activities (customer
orientation)
Note:ifanewentityisfoundedintheBTGroup,theabovetablewillbeupdatedattherstreviewofthisdocument
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BT Financial Group’s mission is to support business growth through innovative products and services
offered with professionalism.
The role of the Code of Ethics and Conduct of BT Financial Group, hereinafter referred to as the “Code”
is to communicate to all stakeholders (shareholders, managers, employees, customers, partners, other
parties) its values and principles to which employees and members of the body management of
companies within the group have adhered.
At the same time, this document represents a conduct guide in daily activity or in special situations,
dedicated to the employees of BT Financial Group and the members of the Management Board of the
companiesinthegroupwiththepurposetopresentacomprehensivesetofrulesorexhaustiveguidelines
of misconduct, but not to provide solutions to different situations. The code provides guidelines and
minimum standards, functioning as work ethics basis for the employees of the BT Financial Group (in
the acceptance of this document, when we refer to the employees of the companies within the group,
we have in mind both the employees and the members of the Management Body within each entity).
This document complies with the high quality ethical and professional standards promoted at the level
ofinstitutionsinthebankingnancialsystemthroughguidelinesandcodesdevelopedbyprofessional
associations in which companies in the BT Financial Group are party, such as the Principles of Good
Banking Practice and Banking Conduct in the Relationship with Consumer Debtors faced with situations
ofPaymentDifcultyorrepresentingaSocialCase,Guideoncompliancewithcompetitionrules,Codeof
Conduct - developed by the Romanian Association of Banks, Code developed by “ACI Romania - Financial
Markets Association” etc.
2. The fundamental principles and values of BT Financial Group
The fundamental principles that the BT Group’s employees must respect in their professional relationships
with clients or authorities and with the employees of other credit institutions or other employees are
as follows:
Moral integrity, employees in the companies within the group have an obligation to act fairly and
honestly in professional and business relationships, being prohibited to solicit or to accept, directly
or indirectly, for themselves or others, any advantage or benet in consideration of the position they
hold or to abuse of it in any way;
Impartiality and non-discrimination - employees are required to have an objective attitude, neutral
to any political, economic, religious interest or in other nature in performing their duties;
Professionalism and transparency - employees are required to perform their duties with responsibility,
competence,efciency,fairness,clarityandconsciousnessby:
• maintaining professional knowledge and skills at a high level for clients to receive professional
and high-quality data and information about products and services offered by the companies in the
group;
• acting with prudence and in line with the bank’s and legal regulations in force when clients are
offered products and services by the companies in the group;
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• referringtothehierarchicalsuperioriftheassignedtasksexceedtheircompetence.
Compliance with legislation - BT Group’s employees shall comply with the law applicable to their
work and internal regulations;
Condentiality-BTGroup’semployeesmustnotcommunicatecondentialinformationaboutfacts,
data and activities as well as any facts, data or information regarding the person, property, work,
personal or business relationships with clients to persons not authorized to receive such information.
The BT Group’s employees are bound to keep professional secrecy about any information or data
not intended for publication, which was brought to their knowledge in performing their duties and
shallnotusesuchinformationforpersonalbenet,anydeviationbeingpunishedunderthelawand
internal rules.
Persons who are not employees of BT Group, but are entitled to request and to receive information and
datainthenatureofprofessionalsecrecyareboundtokeeptheircondentialityandmayusethemonly
for the purposes for which they are requested or provided under the law or agreements.
Preventing and combating corruption, money laundering and nancing of terrorism by applying
standard and additional customer knowledge measures for the entire client portfolio, reporting any
transactions that may be related to them to the competent authorities and avoiding the completion
of such transactions, in accordance with legal provisions and internal regulations;
BT Group’s employees must be prudentincarryingnancialtransactionsbyresponsiblymanaging
the Group’s own resources and providing correct information to clients about the products and
services offered by the Group;
Social responsibility - involvement in solving various social problems, protection of environment,
educationofthepopulationinthenancialsectorandsupportingthepromotionandimplementation
of humanitarian initiatives;
Avoidance of denigration -BTGroup’semployeesshallexercisetheirdutiesingoodfaith,respecting
the interests of the involved parties and the requirements of fair competition on arm’s length basis;
Respecting the culture of the organization regarding the risks belongs to all the employees within
the group by knowing the norms and the conduct of the institution in connection with the awareness,
the assumption and the administration of the risks as well as of the control mechanisms. The risk
cultureinuencesthedecisionsofthemanagementbodyandemployeesinthecourseoftheirday-
to-day operations and has an impact on the risks they take.
Compliance with all provisions in the Code of ethics and conduct by all BT Group employees by taking
responsibility, understanding and reporting any activities likely to violate the provisions herein.
Protection of the BT Group’s reputation - every employee has the obligation to protect the reputation
and the image of the Group and all its representatives. Any statement or action of an employee
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that results in damaging the reputation or the image of the Group or its representatives will be
sanctioned.
3. Area of application
The provisions of this Code refer to relations among companies in the Group and their employees, on
the one hand and other interested parties, as follows:
3.1. Relations between companies in the BT Financial Group and their clients
The employees of the BT Financial Group shall observe the constitutional principle of equality of citizens
before the law and public authorities, without privileges and discrimination and shall provide quality
products and services to clients, ensuring fair treatment of all clients according to the applicable law
and internal regulations.
The companies in the BT Financial Group will ensure that the information provided through advertising
is real, adequate, current, comprehensible, that an accurate picture of the services / products is offered
and is not likely to mislead the customer.
When nancial products and services are requested by clients and during the development client
relationships, the group employees will present all the features, terms and costs of products and services,
as well as the associated risks in a transparent manner (comprehensible, clear terms understood by the
customer) and in good faith.
When providing information about the products and services offered, priority will always be given to
customer interests.
EmployeesoftheGroupwillavoidofferingproductsorservicesthatareinappropriatefromriskprole
or customer characteristics perspective, by deploying all necessary diligence to provide customized and
appropriate advice to each customer.
General principles of conduct in the eld of investment activity and nancial instruments
Inordertoensurethehighdegreeofprotectionofthe clientsin theeld ofservicesand nancial
instruments MiFID, the BT Financial Group employees will observe the following three general principles:
• to act honestly, fairly and professionally, in accordance with the best interest of the client;
• to provide the customer with adequate and comprehensive information that is accurate, clear and
not misleading;
• toprovideservicesthattakeintoaccounttheinvestor’sproleandrequirements
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Principles for the creation and distribution of MiFID nancial products/services
The BT Financial Group, namely the departments / departments that create investment products and
services, must ensure that the following principles are followed:
• Productsandnancialservicesaredesignedtomeettheneedsofanidentiedtargetmarketwithin
the relevant customer categories;
• Thedistributionstrategyisaccordingtothetargetmarketidentied;
• The products / services offered / promoted are understandable;
• Assessingthecompatibilityofproductsandserviceswiththeneedsofcustomersontheidentied
targetmarket(proling/suitabilitytesting);
• Productsandnancialservicesareoffered/promotedonlyintheinterestoftheclient;
• Information provided to clients or prospective clients is accurate, clear and not misleading.
• ItisforbiddentopromotenancialMiFIDproducts/instrumentsthroughcall-centerservices.
Anychangeinthecontractualtermsforgoodsandservicesbenetingclientsandwillbesubjectto
informing them and obtaining their consent in line with legal and internal regulations.
By applying the principle of prudence, the companies in the group shall take appropriate measures to
identify correctly and completely their clients, not accepting to enter into business relationship with a
clientuntilthevericationproceduresarecompleted.
The companies in the BT Financial Group will treat in a transparent, impartial and objective manner
any complaint received from customers about the products or services offered and will do their utmost
to ensure that it is resolved within a reasonable time. If for objective reasons this will not be possible,
companies will ensure that the customer is informed of possible delays.
Ifasituationarisesthatmayleadtoaconict,employeeswilltakereasonablestepstosettlethedispute
amicably.Ifthosestepsdonotwork,totheextentthatthecircumstancesofthedisputeallow,inthe
case of banks customers, consumers in accordance with the legislation in force, they will be informed
about the opportunity to address the Alternative Banking Dispute Resolution Centre.
Regarding the relationship between companies within the BT Financial Group (banks type) and their
customersisnecessarytoalsoconsiderthedifcultyofthecustomer’ssituationanditsreimbursement
capacity. It will work togheter with the customers in order to identify viable and appropriate solutions,
in compliance with the loan agreement provisions, internal regulatory framework and applicable
legislation. In this regard, at the level of the banking community, the Romanian Banking Association
has developed a document - Principles of Good Banking Practices and Conduct of Banks in relations with
debtors consumers facing difculty paying situations or representing Social Cases. Its content was inserted
in the following chapter.
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3.2. Principles of Good Banking Practices and Conduct of Banks in relations with
debtors facing payment difculty or representing welfare cases
Starting from the principles listed below, the bank will perform a case by case analysis and will apply
individualsolutions,tailoredforthespeciccircumstancesofthedebtorandincompliancewiththe
legal provisions in force.
3.2.1 Terminology
Debtor - means a consumer, a client of the bank, with one or more loans from the bank, and who in good
faith showed his/hers availability (i) to provide the bank with documents and information proving the
difcultyofpaymentorthefactthathe/sherepresentsawelfarecaseand(ii)toidentifywiththebank
a suitable solution for his / her particular situation.
Difculty of payment- statesthe situationofadebtorwhohas a signicantlydepreciated nancial
standing as comparted to the moment of agreement signing/loan agreements and does not own
sufcientassetsnecessarytoreimbursetheloan/loanswithoutinterveningaseveredeteriorationof
his/hers life conditions and of his/hers family members. Such a deterioration can be generated, for
example,bylossofworkplace,orsignicantdiminishmentofincomesand/orsimultaneousincreaseof
paymentobligationsrelatedtotheloans(duetoFXuctuations,interestrate)
Welfare case-statesthesituationofthosedebtors,denedassuchinthebank’sinternalregulations,
whoareincapableofpayingorwithanimminentthreatofpaymentdifculties,duetoexceptional
eventsatpersonal/nanciallevel,bothinthecaseofthedebtor,and/orinthecaseofafamilymember
(e.g. demise, serious or incurable illness, partial or total loss of work capacity) with such severity, that the
bank,inaccordancewithitsinternalrules,mayadoptexceptionalmeasurestosupportthoseDebtors.
3.2.2 Principles of conduct
Payment difculty cases
As concerns the relationship with the to debtors, the bank will consider, while dealing with payment
difculties,theprinciplesofconductoutlinedbelow,specifyingthat,dependingontheprinciplesof
eachcreditinstitution,theymayextendsuchprinciples,butarenotlimitedtothelatter.
Implementing preventive measures such as:
• identicationofpaymentdifculty,intheshortesttimepossible, ortheimminentthreatofsuch
paymentdifculty.
• approach with the utmost rapidity and availability regarding abrupt situations with immediate
impact on Debtor’s repayment capacity;
• efcient cooperation with the debtor in various situations or stages of the credit agreement
performance, to identifying reasonable solutions for both contracting parties, to prevent the
accumulation of overdue payments or of prepayments and /or to stop the debt enforcement procedure,
nevertheless reported in relationship with the repayment capacity - current and projected - of the
debtor.
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Identifying and applying the best solutions for managing the debtor’s specic situations:
The bank will undertake a case-by-case analysis of individual cases and propose individual / customized
solutions,specicforeachcircumstancesoftheDebtor.
The following will be considered:
• attentive,responsibleandanopenapproachforeachcaseofpaymentdifculty;
• the analysis of a large range of options to offer solutions for the debtor, taking into account the
following aspects:
◦ debtor’s income and of the spouses, respectively their degree of certainty;
◦ total indebtedness degree of the debtor and of his/hers family
◦ debtor’s assets and/or spouses, respectively the status/destination of immovable property;
◦ debtor’s status, such as marital status, or persons under maintenance
◦ possible effects (e.g. additional costs) which the debtor must incur following or in connection with
solution implementation (e.g. notary fees, costs of registering changes in the advertising registers);
◦ the history of collaboration with the Borrower and its payment behavior;
◦ the value and structure of guarantees;
◦ information resulted following the verications performed by the bank in the centralized data
bases (e.g. Credit Bureau, Insolvency Bulletin, Recom, ANAF)
• applying solutions that are in line with the Bank’s legal provisions and internal legal framework,
viable and appropriate for the debtor, including solutions such as:
◦ loanagreementextension;
◦ changing the type of the loan agreement;
◦ modifying the maturities of the debtor’s payment obligations;
◦ total or partial deferment of the payment obligation, for a certain period of time
◦ adjustment of costs structures stipulated in the loan agreement for a certain period of time;
◦ modifying the level and/or type of interest rate;
◦ modifyingthecurrencyoftheagreement,usingtheexchangeratefromthedateofthechange;
◦ consolidating several loan agreements;
◦ granting directly to the debtor the selling right for the mortgaged property (voluntary sale), followed
by total or partial prepayment of the loan secured with the respective asset, fully using the obtained
funds, following asset capitalization - but within the total limit of the amounts due to the bank.
Communication with the debtor will be:
• proactive and accessible, both from the language and content point of view, and means of
communication, during the entire period of the agreement
• In this respect:
◦ The Bank will contact the debtor in the event of a delay of more than 30 days in order to identify
thecausesofthelatepaymentandunderstandthedebtor’sspecicsituation;
x to supply the complete information on the current situation of payments / delays, respectively
thepossibleconsequenceslinkedwiththepersistenceand/oramplicationofpaymentdelays;
x to identify the best solution to reimburse the payment obligations / to offer support to the debtor,
to avoid debt enforcement procedures.
◦ The Bank will supply to the debtor, clearly and concisely the following:
x information on the importance of the debtor’s cooperation with the Bank to resolve the Payment
Difcultysituation;
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x information on the consequences of non-payment, including on the accumulation of penalty
interest and the effects of declaring the prepayments, respectively the triggering of the debt
enforcement procedures.
x information regarding the debtor’s rights and obligations , as stipulated in the legal provisions in
forceandreectedinthedocumentsprovidedtothebank.
x very detailed information regarding the solutions which need to be implemented to reimburse
the payment obligations; offering support to the debtor for the total due value of the latter.
• adequate information, even for the cases in which the Bank mandates third parties to maintain the
relationship with the debtor.
Welfare cases
The bank will consider the following principles of conduct for the welfare case:
Implementing the following measures:
• cautious approach, accountability, availability and discretion for welfare case, as soon as the debtor
reasonably informs the Bank of the severe situation in which he/she is or will be confronted;
• efcientcooperationwiththedebtortodocumenttheexceptionalsituationinwhichhe/orsheis.
Identifying the best solutions for the welfare cases;
The following will be considered:
• analyzing a wide range of options to support the debtor, taking into account the particularities of the
welfarecaseandtheconcretecircumstancesinwhichthedebtorisndinghimself/herself;
• implementing solutions that are in accordance with the legal, viable and appropriate provisions of
the debtor, either one or more of the measures set out in point 2.1.2.2 above, or the application of
exceptionalmeasures,suchasstopping/waivingcalculatingsomecreditcostsorevenreducingthe
debt.
Communication with the debtor will be:
• proactive and accessible, both in terms of language and content;
• adequate and proportional with the need of information.
Responsible lending as a measure to prevent the payment difculties situations
In order tolimit the consequencesgeneratedby the payment difculties, both forthe debtors and
creditor, the bank will monitor the application of a responsible lending framework, comprising the
following:
• tosupplyaproductadequatefortheproleofeachdebtor,bothasstructureanddegreeofcomplexity;
• to ensure an appropriate training of the staff, especially those interacting with the consumers, so
that the communication with the latter to be:
◦ as clear as possible, comprehensible and correct, including from the risk perspective and the
benetsassumedbytheconsumers;
◦ adequate, considering the individual circumstances of the consumers, his/hers rights and interests.
◦ easy, including the understanding of technical terminology;
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◦ proactive, including encouraging debtor to carefully calculate his/hers budget and to be fully
and accurately informed about all the loan features which will be committed, the costs, risks and
benets,soastoanalyzewhethertheloanisreallynecessaryandifhe/shemanages,inthelong
run, to reimburse the loan.
• to properly inform the debtor, from the pre-contractual stage, regarding:
◦ the rights and obligations arising from this loan agreement
◦ the risks assumed by the debtor by signing the loan agreement, including:
x interestuctuations:
x FXratesuctuations;
x loss of work place;
x diminishment of family incomes;
• advertising campaigns for the credit products using a language that is as clear and easy to understand,
toavoidcreatingunjustiedconsumerexpectations;
• informingthedebtor,duringthecourseofthecontract,regardingthemodicationofanyrelevant
elements related to the performance of the loan, in accordance with applicable legal and / or
contractual requirements;
• encouragingtheconsumertohaveastrongplanningofhis/hersnancialstanding
3.2.3 Collaboration with the debtor
Theeffectivenessofbank’effortstomanagethepaymentdifcultiesandwelfarecasessituationsis
largelyinuencedbythequalityofthecooperationwiththedebtors.
Inordertosuccessfullymanagethepaymentdifcultiesandwelfarecases,thedebtorsareencouraged
to proactively address situations / changes in the life situation he/she is facing, to respond promptly to
the bank’s requests, in particular, as regards the provision of relevant and fair information to resolve the
case,includinginformationabouthis/hersnancialsituation,andshowopennesstodiscussthevarious
solutions proposed by the bank.
At the same time, whenever a debtor considers that the information received from the Bank is unclear
orambiguousor that the bank’ssolutionsand/ or recommendationsdonotrespond toitsspecic
situation,he/sheisencouragedtorequestclaricationfromthebank’sstafforfromaspecializedthird
party, including from the consumer protection associations.
Also,totheextentthatadebtorconsidersappropriate,he/shemayaddresstheAlternativeBanking
Dispute Resolution Centre (www.csalb.ro), so that an independent and impartial conciliator, analyzing
the interests, requirements and points of view on both sides, try to identify a mutually acceptable
solution for both the debtor and the bank.
Adebtorinanpaymentdifcultycaseorrepresentingawelfarecasemayalsoreverttoapplyingfor
the opening of insolvency proceedings to individuals, a procedure that seeks to provide a chance to
goodfaithdebtorstorecoverhis/hersnancialstandingandtosupporthim/hertoredressfromthe
insolvency procedure.
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However,theeffectivenessofanysolutiontoefcientlymanagethepaymentdifcultiesand/orwelfare
cases situations depends on the degree of collaboration and availability of the parties, in identifying
and implementing such a solution.
3.3. Relations between companies in the BT Financial Group and authorities
The relations between companies in the Group and authorities are governed by the following principles:
• ensuring, in accordance with applicable legal provisions, a proper collaboration with the authorities
inordertodevelopacredibleandsolidbankingsystem,basedonprofessionalismandefciency;
• complying with legal regulations and applying them properly, according to the authorizations issued
by the competent institutions in Romania and by states which hosting companies/branches of
companies in BT Financial Group;
• observingethicalprinciplesindealingwithofcialsandpublicauthorities;
• providingthenecessaryexchangeofinformationbetweencompanieswithinthegroup,whichwill
bedesignedexclusivelytofulltheirdutiesbothofthegroupcompaniesandtheauthorities,under
the law;
• requesting and transmitting information between companies within the group and authorities will
beincompliancewithlegalprovisionsonprofessionalsecrecy,inanofcialmanner,inwriting,to
be recorded by both sides, taking into account that the information must be complete and correct in
thetermsstipulatedbylaw-withtheexceptionof“spot”controlscarriedoutaccordingtothelaw,
authorities / institutions.
3.4. Relations between companies in the BT Financial Group and nancial institutions
ThecompaniesintheBTFinancialGroupanditsemployeeswillexerciseingoodfaithandrespecting
the interests of all credit institutions and the fair competition requirements, a fair and responsible
advertising, professional solidarity and mutual respect ensuring legality in arrangements.
The companies in the Group and its employees must not:
• get involved in understandings, agreements or practices that would have the effect of restricting or
distorting competition and must not use abusively any dominant position on the banking market by
resorting to anticompetitive acts that may prejudice the interests of competing banks;
• present incorrect and / or incomplete data and information about the Bank which is likely to mislead
potentially interested customers;
• mislead by false statements a customer or a potential customer promising any compensation or other
benetsoranyexemptionoffeesinordertoobtainagreementtoinitiateacontractualrelationship,
which subsequently may not be honoured;
• attract by aggressive offers employees from another competing credit institution to its detriment;
• attract clients from other credit institutions, either directly or through third parties, by using methods
contrary to customary and honest practices;
• disclose,acquireorusecondentialinformationwithouttheconsentofthelegitimateownerandin
a manner contrary to honest practices;
• communicate or spread public statements about the Bank’s business likely to create a favourable
situationattheexpenseofacompetingcreditinstitutionbyusingtechniquescontrarytolaw;
14
• communicate or disseminate deliberately tendentious statements concerning a competing credit
institution or its services, statements detrimental to the operations of a competing credit institution;
• offer,promise or pay- directlyor indirectly- giftsor other benets toemployees ofothercredit
institutionstoobtaincondentialinformationorinternalregulationsinordertoknoworusethe
competitor’s customers or to obtain other benets for it or another person at the expense of a
competitor.
• attractclients ofa competingnancial institution by themisuse oflinks established with these
clients when previously being employed by that institution.
3.5. The relationship between the BT Financial Group’s companies and its employees
The relationship between the BT Financial Group’s companies and its employees is based on
professionalism and respect.
The Group’s employees will behave in a professional manner to customers and must be loyal to their
employer.
In this regard, the BT Financial Group’s employees must not:
• publiclyexpressuntrueopinionsabouttheGroup’sbusiness,policiesandstrategies;
• make unauthorized remarks in connection with pending litigations when the Group is a party in
the dispute;
• disclose non-public information in circumstances other than those provided by law;
• discloseinformationtowhichtheyhaveaccessinexercisingtheirduties,ifsuchdisclosureislikely
to attract undue advantages or prejudice the rights or the image of any entity in the Group, other
employees or customers;
• providetechnicalsupportandadvicetoindividualsorbusinesseswiththeaimtolelegalorother
actions against the BT Financial Group;
• use the Group’s resources and must not use their professional position to determine a political
optionortoinuenceanyperson’svote;
• transmit through various means and communication channels data and information about the
activitiesoftheGroup,customersorthenancial-bankingsystemingeneral,withoutpriorapproval
from the management of the company in the Group.
The Group’s employees will protect the tangible and intangible assets of the Group.
The resources and the goods made available by the Group to its employees will be used only for the
purposes for which they were allocated.
The Group’s employees will comply with the above obligations even after terminating their work contract
for an unlimited period, if legal provisions do not provide otherwise.
3.6 Relationship among employees of the Group
The principle of respect for human dignity must be the basis of all relationships among the entire staff
of the BT Financial Group, between hierarchical superiors and subordinates, between employees on the
15
same hierarchical level, between members of different departments and be manifest to all employees,
to potential team members and to collaborators.
At all hierarchical levels, the BT Financial Group’s employees must create and maintain professional and
balancedworkconditionsinordertoconductactivitiesingoodandefcientconditions.
Acts of discrimination shall not be tolerated among employees, direct or indirect, on grounds of religion,
race,ethnicity,genderorsexualorientation,socialorethnicorigin,politicaloptions,disability,pregnancy,
age, genetic characteristics, trade union membership or activity or any other reasons.
The BT Financial Group will take actions against any acts of indecency and sexual harassment or
of any other nature which may affect human dignity, professional future, the prestige and image of
its employees.
These principles should be observed both in relation with each employee throughout the employment
period from recruitment to work contract termination, in appraisals and promotions, in training programs
andinordertoestablishsalariesorotherbenetsaswellasotherrelationshipsthatarisethroughout
the conduct of business.
During working hours, employees are prohibited to consume alcoholic beverages and illegal substances
as well as to smoke in spaces other than those designated for that purpose.
4. Human Resources policy. Organization’s values. BT culture
The HR policy of the entities in the BT Financial Group complies with the provisions of the Labour Code
and is meant to ensure the employees’ professional conduct to the highest standards. Moreover, the
bankintendstoensureaworkenvironmenttomeettheemployees’expectationsintermsofpersonal
development, work procedures, team work, management, technology and personal security.
The companies in the BT Financial Group, also aim to provide continuous training and specialization
of employees and members of the management body, in order to ensure an appropriate level of skills.
Especially,theywillensurethatemployeeswhointeractdirectlywithcustomershaveasolidnancial
education and know in detail the products and services that are offered to their clients in order to
provide them with complete and accurate information in a professional manner.
The key elements of such policy are based on the following core values of the Banca Transilvania brand:
soul, energy, new ideas.
5. Integrity and avoiding conicts of interest
Conicts of interest occur when there is an incompatibility between the position of an employee/
manager in an entity of the BT Financial Group and its personal status, translated in any act or omission
to act, which may affect the Group’s reputation.
16
Inordertoavoidconictsofinterest,includingsituationslikelytogenerateconictsofinterestthe
employees/managersinanentityoftheBTFinancialGroupmustobservethespecicprovisionsinthe
regulatory framework of each company in the BT Financial Group.
Any employee / member of the management bodies of companies within the group having position of
shareholder, partner or in consulting, management, leadership, management, service provision (in a
companyoranyotherentityaimingornotatmakingaprot)aswellasconcludingspeciccontracts
with the credit institution in which he could have a direct or indirect personal interest shall comply with
legal provisions and internal regulations of the companies within the BT Financial Group.
TheBTFinancialGroup’semployeesmaycontributenanciallyandparticipateintheworkofnon-prot
organizations(humanitarianassociations,sporting,religious,cultural,scienticassociations,etc.)inoff-
ofcehours,providedthattheemployeedoesnottakethepositionofrepresentingtheBTGroupand
will not take any advantage arising from the position of Group employee/manager.
Engaging in any other remunerated activity based on an employment contract outside the companies
within the group will be declared by the bank’s employees / members of the Management Body of
thecompanieswithintheBTFinancialGroupandwillbeapprovedaccordingtothespecicinternal
regulations. Individual conduct of such activities can only be done after hours, provided that the employee
/ member of the Management Body does not position himself in such situations as a representative
ofanycompanywithintheBTgroupintheserelationsanddoesnotobtainbenetsderivingfromthe
quality of employee / member of the Management Body of the company within BT Financial Group.
Employees of the Financial Group BT who have access to inside information or other condential
customer information or transactions with or for customers as a result of an activity performed by that
persononbehalfofthermwillavoidanyconict-generatingaction.
Any employee of the Financial Group BT must not carry personal transactions that meets at least one
of the following:
• thetransactioninvolvesthemisuseorimproperdisclosureofthecondentialinformationinquestion;
• thetransactionisinconictorcouldconictwithalegalobligationfortheBTFinancialGroup;
Beyond the normal framework of employment relationships or service contract, the employees of the
BT Financial Group does not provide advice or advice to another person to engage in a transaction in
nancialinstrumentsthat,ifitwereapersonaltransactiontotherelevantperson,wouldviolatespecic
legal restrictions .
Situations of Conicts of Interest that may arrise when offering/intermediating services and nancial
instruments:
• theGrouporitsemployeescanearnanancialgainoravoidananciallossattheclient’sexpense;
• the group or its employees has an interest in the outcome of the service provided to the client or the
transaction made on behalf of the client, which is different from the customer’s interest in that result;
• thegrouporitsemployeesisnanciallyorotherwisetofavortheinterestofanothercustomeror
group of clients, to the detriment of the client’s dealings for which he / she carries out transactions;
• The group or its employees performs the same activity as the client;
17
• The group or employee receives or will receive from a person other than the client an incentive in
relationtotheserviceprovidedtotheclientintheformofmonetaryornon-monetarybenetsfor
thespecicservicetobeperformed.
Casesofincompatibilityandconictofinterestshouldbeavoidedbymembersofthegoverningbody
and key persons within the BT Financial Group and by any employee who may be in this situation.
If the organizational or administrative measures adopted by BT Financial Group to prevent a particular
situationwhereconictsofinterestadverselyaffecttheclient’sinterestsarenotsufcienttoensure,
with reasonable certainty, that the risk of affecting the interests of clients will be avoided , they shall be
informedbeforeactingontheirbehalfinrelationtothegeneralnatureand/orsourcesofconictsof
interest and the measures taken to mitigate those risks.
Conictsofinterestmaynotalwaysbeobviousso,ifemployeeshaveanyquestions,theyshouldconsult
with their supervisor or may contact the relevant department of the entity in order to settle such
situations, determining if there is a conict of interests and, if it exists, how to resolve it without
compromising the interests of the BT Group.
At the same time, the employees within the BT Financial Group have the obligation to communicate to
thedirectsuperior/complianceofcer/managementoftheentity,allsituationsofconictofinterest
ofwhichtheyareaware,existingorpotential,whichrefertootheremployees/managersoftheentity
ortheirself(ifthesesituationscannotbeincludedinanexistingcategoryintheapplicationofconicts
of interest). This reporting must be made as soon as such a situation is reached or such information
is known.
6. Behaviour of employees /members of the Management Board
Employees and members of the management body of companies within the BT Financial Group will
permanently have a correct and honest behaviour in relationship with clients and colleagues or in
relations with other persons and entities.
In order to adhere to the values described above, employees and members of the management body
should observe the following principles:
• mustnotseektoobtainbenetsoradvantagesarisingfromthepositionofabankemployee/manager;
• shall not take advantage of business opportunities that come to their knowledge in carrying their
job duties;
• in providing any kind of service, the requirements linked to “budget” realization should not prevail
over the interests of clients; also no abnormal pressure should be put on “budget” targets likely to
lead to actions contrary to or inconsistent with the clients’ needs;
• shall not promote / conduct any business relationships with persons involved in criminal activities,
suchasarmstrafcking,drugtrafcking,moneylaundering,terrorism;
• shall not promote / conduct any business with people who are known not to be honourable,
serious, trustworthy;
18
• not promote / conduct any business with people, even indirectly, having a behaviour contrary to
freedom and individual personality and / or infringing or contributing to the violation of fundamental
humanrights(e.g.humantrafckingandexploitation);
• shall not use for personal interest any professional relationships in order to establish business
relationships in its own name or through family members or for the purchase of utilities, goods or
services outside the normal conditions on the market.
7. Condentiality of data
Condentiality is the obligation incumbent on all employees / members of the Management Boards
of the BT Financial Group, regardless of the position held and / or the place in which it operates
(headquarters,branches,agencies,units,rep.ofces)nottodisclosetounauthorizedpersonsinformation
ofacondentialnatureaboutfacts,dataandinformationrelatedtoworkaswellasanyfacts,data
or information regarding the person, property, work, business, personal or business relationships of
the customers.
Each employee / member of the Management Boards of the BT Financial Group has the obligation to
keep professional secrecy on any information or data not intended for the public that has come to his/
herknowledgeintheexerciseoftheirdutiesandmaynotusesuchinformationforpersonalgains.
Exceptions to obligation to keep professional secrecy are the following cases:
• customers have given prior consent in writing;
• requestsforinformationarereceivedfromcompetentauthoritiesinordertofulltheirdutiesand
comply with statutory requirements;
• disclosures are necessary to prevent or identify illegal activities.
CondentialitymustbekeptinrespectofinformationthatisnotpubliclinkedtotheactivityoftheBT
Financial Group companies, suppliers or employees or other internal information that is the property of
the group companies, such as:
• details about the structure and the organization (shareholders, management, auditors, employees,
customers, subsidiaries or partners / potential partners of the company);
• details of systems, machinery, business partners, special costs negotiated with various categories
of customers, salesvolume, prot or other aspects of a commercial nature, not available to the
general public;
• information on products and services development (projections, budgets, projects under development)
that are not intended for the general public;
• information derived from correspondence to or from the company, shareholders, members of the
Management Board or employees of BT Financial Group companies;
• information that is subject to internal reporting;
• information in possession of the group companies through agreed communication channels that
shouldbetreatedascondential,unlessotherwisespecied;
• informationthatcanbeclassiedaspubliconlybythoseinchargeintheBTFinancialGroupcompanies;
• any document falling within the category of internal regulations.
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All information of the kind described above that cannot be made public and cannot be transmitted in
any way and whatever its support to the recipient / third parties other than:
• observing the company’s rules or
• the persons entitled to have access to such information / documents in order and / or in connection
with the conduct of the company’s business, or
• in cases provided for by special laws (e.g. the disclosure of professional secrecy under the law,
disclosureinthenotestothenancialstatements).
The condential nature of the activities carried out by BT Finnacial Group companies requires the
following rules to be observed by employees / members of management bodies of BT Financial Group
companies meaning that they:
• must not disclose information about the business of companies in the BT Financial Group or their
customers.Condentialinformationwillbeprotectedandmaynotbedisclosedwithoutintentby
failure to apply security measures or by discussions with third parties, particularly in the case of
facilities with open spaces;
• mustnotcopycondentialinformationonpaper,CD/DVDorstoreitwiththeintentiontobedisclosed;
• condentiality of documents and information should be respected during the course of
employment / term and after the termination of the individual employment contract / mandate for
undetermined period;
• materials / documents no longer needed must be deleted and destructed prudently and in accordance
with the internal rules of the company;
• fully respecting the safety rules, especially those of IT security by preventing unauthorized access or
unauthorizeddistributionofinformationofacondentialnature.
8. Processing and protection of personal data
SinceasignicantpartoftheinformationthatBTGroupcompaniesuseintheirbusinessispersonal
data, we are constantly concerned that they are processed in full compliance with the applicable legal
provisionsandwiththehigheststandardsofsecurityandcondentiality.
Thus, within the BT Group, the processing of personal data is carried out in compliance with the principles
providedbythespeciclegislationintheeld:
• legally, fairly and transparently to the data subjects (the principle of “legality, equity and transparency”).
In this respect, each BT Group company produces in clear, concise language, for the general public,
information containing aspects related to the processing of personal data that it makes, which it
brings to the attention of the persons concerned, as the case may be, through their display on
thewebsiteand/orintheforms/contracts/noticationssenttothem.Also,iftheprocessingof
personal data is based on the consent of the data subjects, it will be requested after prior information,
according to the legal requirements;
• onlyfordetermined,explicitandlegitimatepurposes(theprincipleof“limitationsrelatedtopurpose”);
• personal data used in the BT Group’s activities are suitable, relevant and limited to what is necessary
in relation to the purposes for which they are processed (the principle of “minimizing data”)
• BT Group companies ensure that the personal data they process are accurate and take steps to
update them (the “accuracy” principle)
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• strored in a form that allows the identication of the data subjects for a period that does not
exceedthetimerequiredtofulllthepurposesforwhichthedataisprocessed(the“storagerelated
limitation” principle)
• processed in a way that ensures the proper security of personal data (the principle of “integrity
andcondentiality”)
These principles apply in a non-discriminatory manner to the processing of personal data belonging to
all categories of individuals, whether ordinary or occasional clients of BT Group companies, employees
or members of the governing body of BT Group companies, contractual partners, visitors, etc.
9. Use of the BT Financial Group’s property
Employees/managers of the BT Financial Group will not use the Group’s services, resources and facilities
for personal interest, nor will they encourage, support or allow other persons to do so. This includes but
isnotlimitedtoofcephonesand/ormobilephones,faxandphotocopymachines,computers,ofce
supplies, e-mails, INTERNET etc.
When using the cars owned by companies within the BT Financial Group, employees / members of
themanagementbodywillshowcivilizedbehaviourintrafc,bothbyrespectingtrafcrulesandby
operative intervention to limit any potential damage in case of accidents or avoid situations that could
cause damage or injury to third parties.
Employees will not use the bank’s name or any other of its resources to obtain advantages in personal
transactionsorexternalrelations.
10. Compliance with competence limits
The leaders of the companies in the BT Financial Group will participate, based on competence limit,
in the completion and implementation of an effective control system of the Company, communicating
such competence to other people with whom they have work relations.
Also, persons designated in management or supervisory positions undertake to respect the limits of
competence assigned individually or to committees to which they belong, throughout their mandate time.
Employees of the companies in the BT Financial Group have the obligation, subject to competence limits:
• to contribute to the proper functioning of the control system and to respect the culture of risks;
• to preserve the company assets, whether tangible or intangible that are used their work and not for
inappropriate purposes;
• to fully respect the competence limits assigned individually or to committees to which they belong.
11. Observing international rules (sanctions)
The companies of the BT Financial Group must observe international requirements concerning
embargoesandrestrictionsorpenaltiesinthenancialeld.Insensitivecasesmorestringentrules
willbeappliedaccordingtospecicinternalregulations.
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Thecompaniesinthegroup willnot initiate/maintainbusinessrelationshipswithbanks,nancial
institutionsorcustomerswhohavenophysicalpresenceinanycountry(ex.“Shell Banks”) and will not
provide anonymous accounts or other product that allows anonymity (savings books, anonymous safe
depositboxes).
12. Fraud prevention
12.1. Bribery and inuence peddling
The companies of the BT Financial Group do not tolerate any form of bribery and / or corruption. No
employee / member of the management body of a company in the group shall not accept and shall not
offer any undue advantage of any kind (incentives), whether the person offering or requesting such an
advantage is working in the public or private sectors. It is also prohibited to give or to receive any form
ofbriberyortopracticeinuencepeddlingdirectlyorthroughintermediaries.
Therefore, each of the following activities is strictly forbidden:
• Receivingmoneyorfavoursfromcustomersorthirdpartiestofulljobdutiesortointervenewith
the employee / manager to do or not do something that is not within its job duties;
• Payingorofferingabenetviolatinglawsorregulations;
• Payingorofferingabenetto“obtain”adeal
12.2. Payment facility
Employees / members of the management body of the companies in the BT Financial Group shall not
makeanypaymentfacility;facilitatedpaymentsare“paymentsofacceleration”or“extrafees”usually
smallsumsofmoney,unofciallyhandedtocivilservantsinorder togetemergencyorpostponea
routine action to which one has access under a legal right (e.g. issuing a permit, a license, consent or
immigration visa, scheduling an inspection associated with contract performance, providing services or
releasing goods held in customs).
12.3. Direct and indirect bribery through third parties
Companies in the BT Financial Group will create a formalized framework for selecting suppliers,
collaborators, brokers, advisors, intermediaries and all other third parties acting on behalf of the
companies in the group and companies supporting the group business.
In selecting third party collaborators attention will be given only to collaboration with entities assuming
the principles herein to be adequately monitored in accordance with applicable internal procedures.
13. Political activities (benets to political parties and publicly exposed persons)
The companies of the BT Financial Group will avoid any involvement in the political eld in the normal
course of business. Also, they shall avoid associating the image of BT Financial Group with any political
option or activity through direct or indirect support or involvement.
The involvement of any employee / member of the management body of a company in the Group in any
political activities may be possible only with the prior approval of the designated competent structures
in each company of the BT Financial Group.
22
In the normal course of their business, the companies in the BT Financial Group will not offer any
facilitiesorspecialconditionsforpoliticalparties,organizationsorpoliticallyexposedpersons;business
relationshipswithpoliticallyexposedpersonswillrespecttheprovisionsofthenationalandEuropean
regulatory framework (Law 129/2019).
14. Decisional transparency
Employees / members of the management body of the companies in the BT Financial Group shall
take the necessary steps to ensure the transparency of their decisions. In this respect, decisions are
consideredtobetransparentwhentheyreectrealitycorrectlyandcompletely.
A decision is transparent when it meets the following conditions:
• approval is obtained from the appropriate decisional level according to the provisions of the
applicable internal rule, based on analysis of the risks involved;
• the rationale behind the decision is evidenced;
• the decision is brought to knowledge of all parties.
15. Non-arm’s length transaction
Employees/membersofthemanagementbodyofthecompaniesintheBTFinancialGroupbenet
fromfacilitieswithregardtotheproductsofferedbythecompaniesintheBTFinancialGroup(e.g.tax
andcommissionsrebates,discountedinterests,preferentialexchangeratesaccordingtoremuneration
packages and incentives agreed at the BT Financial Group level.
Employees / members of the management body of the companies in the BT Financial Group shall not
useexcessivelyorabusivelysuchfacilitiesinpersonalinterestorinfavourofotherpersons/entities.
Companies in the BT Financial Group can provide products and services to other persons and entities
in the group or to other related parties in terms more favourable than the standard ones, only with the
prior approval of the management body of the company, respecting the limits of competence established
in each company and in line with the applicable legal provisions and limits.
16. Relation with suppliers
The companies in the BT Financial Group will seek to conduct trade relations and cooperation with
individuals and entities adhering to the moral values and principles set forth in this document. Selecting
different suppliers or partners for companies in the BT Financial Group will be performed in conditions
ofmaximumtransparency,basedonqualityandpriceofproducts/services,compliancewiththepolicy
onavoidingconictsofinterestanddependingonthereputationalrisk.
17. Equal opportunities, avoiding harassment and discrimination
The companies in the BT Financial Group are committed to ensure their employees a work environment
free from any form of discrimination and harassment.
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The forms of harassment include:
• Oral harassment, such as depreciative comments, jokes, ironies or insults down to threats;
• Written harassment, when such as depreciative comments, jokes, ironies or insults down to threats
areexpressedinwriting;
• Physical harassment, such as offensive touching or blocking movements;
• Visual harassment,suchasposters,postcards,calendars,cartoons,grafti,drawings,messages,notes,
e-mails or depreciative or offensive gestures;
• Moral harassment is a form of psychological and systematic harassment at work place, when an
employee is attacked and stigmatized by colleagues or superiors by rumours, intimidation, humiliation
and isolation, putting in danger the victim’s emotional state and professional skills;
• Sexual harassmentofapersonbyanotherpersonatworkconsistsofunwelcomesexualadvances,
requestsforsexualfavoursorotherverbalorphysicalconductofsexualnaturewhen:
◦ Submission to such conduct is a condition for employing a person;
◦ Acceptance or rejection of such conduct is the basis for employment decisions;
◦ Such conduct has the purpose or effect to unreasonably inuence individual efciency in the
workplace or to create a work environment, intimidating, hostile or offensive
Any employee who is harassed by a colleague, a hierarchical superior or another person doing business
with or working for the company must immediately notify the superior and / or the management from
theBTFinancialGroupaboutthis.Complaintswillbehandledinacondentialmannerandnoindividual
will suffer any form of retaliation for reporting any incidents of harassment. If such a complaint involves
a direct superior (N + 1), it shall be sent immediately to the higher level (N + 2).
18. Fair competition, marketing and sales practices
BT Financial Group is working hard to become a representative pillar of the Romanian banking system
through fair competition and market conduct always characterized by honesty, integrity and transparency.
All companies within the Group undertake to comply with competition laws and treat competitors with
respect.
Competition laws are designed to ensure free and open competition, fair costs for consumers and high
quality services. Any activity or conduct that reduces or eliminates competition will be investigated.
Employees, managers and companies in the BT Financial Group will demonstrate precautions to avoid
even inadvertently violation of such laws.
Employees / members of the management in the BT Financial Group interacting with competitors will
avoid discussions about sensitive or condential information.
Specically,thefollowingistobeavoided:
• establishing or communicating prices or conditions relating to products and services;
• establishing agreements to share markets, customers or territories;
• any action to boycott customers, suppliers or other competing companies;
• any action, decision, act, behaviour that could be sanctioned in accordance with Romanian and / or
European legislation about free competition protection.
24
The BT Financial Group’s strategy is based on free and fair competition always respecting the laws and
the regulations in force in the countries where BT Financial Group is operating.
When employees / members of management bodies of companies in the BT Financial Group discuss
about competing companies with colleagues or customers, they shall highlight the positive aspects of
the BT Financial group, the products and services provided by the companies in the BT Financial Group
and refrain from criticizing banks and / or competing companies.
The companies in the BT Financial Group shall prohibit promotion by employees / members of the
management body of marketing strategies and sales practices where any impact on competition in the
Romanian market, the market of a Member State or to the European single market may be possible.
19. Market abuse
19.1 Inside Trading
Inside Trading means improper use of inside information.
Privileged information refers to information of precise character, which has not been made public,
directlyorindirectlyconcerningoneormoreissuingcompaniesofnancialinstrumentsoroneormore
nancialinstrumentsthatcouldsignicantlyinuencethepricesofsaidnancialinstruments,ifmade
publicorthepriceofrelatedderivativenancialinstrumentsorwhich,ifused,couldgenerateprots
to the detriment of those who do not possess this information or to the detriment of their customers
Inside Trading have direct consequences to the employees involved or members of the management
body, both under the internal rules and the criminal law.
It is forbidden to any employee, or member of the Governing body, who possesses privileged information,
to use that information for acquisition or alienation, or with the purpose of acquiring or alienating, for
him or for a third party,directlyorindirectly,ofthenancialinstrumentstowhichtheinformationrefers.
Employees or members of the Management Board will not take advantage of the privileged information
they have access to in the course of their service duties in any way, nor will they transmit the information
forusefortheirownbenetorforthirdparties.
Employees and company leaders in the Group at any time shall not use any privileged information to
which they have access in the course of duties in order to carry out transactions on the capital markets
on their own behalf or for third parties.
Any employee or member of the Management Board who is aware of any violation of these rules must
report immediately to the hierarchical superior and to the Compliance Division.
It is forbidden for any bank employee or member of the Governing body to get involved in
manipulation activities.
25
“Market manipulation” also refers to:
making a transaction, placing a trading order or any other behavior that gives or is likely to give false or
misleadingindicationsabouttheoffer,requestorpriceofanancialinstrument,transaction,ortrading
order is in line with accepted market practices at the concerned trading venue.
• makingatransaction,placinganorderoranyotheractivityorbehaviorthatinuencesorislikelyto
affectthepriceofoneormorenancialinstruments,oranyotherformofdeceptionordissemination
offalseinformationabouttheoffer,requestorpriceofanancialinstrument
Any employee or member of the Management Board who has reasonable grounds to consider that a
transaction is based on privileged information or that it could be an act of market manipulation, shall
promptly notify the Compliance Department.
The rules regarding privileged information are depicted by the internal procedures.
19.2 Fair competition
Abuseofpositionasamarketplayeraffectscondenceinthefunctioningofthecapitalmarketsand
has serious consequences both for BT Financial Group in general and for any employees/ members
of the management body involved in such activities. The requirement of integrity also applies to the
competition for market share.
The companies in the BT Financial Group and employees/ managers shall not assume any prohibited
verbal commitment and shall respect fair competition rules and the rules governing behaviour on the
market that are customary at international level (MiFID).
20. Protection of health and environmental safety
In all the activities carried out by companies in the BT Financial Group, permanent protection of human
health and environmental protection will be ensured. The BT Financial Group will see that both the
component entities and their employees or third parties should respect and promote the above principles.
BT Financial Group supports the social involvement that ensures health and safety of environment.
21. Relations with mass media. Communication with social media
Any communication with the local or national media about activities or products / services promoted
by the companies in the BT Financial Group will be conducted solely through the Department of
MarketingofBancaTransilvaniaorpersonsdesignatedinadvanceandexpresslybytheBTFinancial
Group’s management.
Also, employees / members of management bodies of the companies in the BT Financial Group shall
refrain from expressing in public (including internet / blogs / social networking) or distribution /
promotion of contrary or negative opinions, in any format, about the work or products of the companies
in the BT Financial Group or their regulations and strategies.
26
In order to avoid the negative impact of image, employees/ members of the Management Board must
notassociatetheimageofBTFinancialGroupwithpersonalviewsonpoliticalissuesexpressedwithin
social networking.
22. Relations with control authorities
At the level of the companies in the BT Financial Group, any interaction with control authorities is
managedbydepartmentsandrepresentativesdesignatedorauthorizedexpresslyinaccordancewith
applicable national regulations.
Employees shall not directly interact and shall not answer on behalf of the company / group questions
addressedbyauthoritieswithouttheexpressagreementofspecializeddepartments,theresponsibleor
designated representative, in accordance with internal regulations.
Employees and companies in the BT Financial Group will fully support the authorities in carrying out
any investigation conducted by them under the law.
23. Other provisions
This code is accessible and applicable for to every employee / member of the management body of the
companies within the BT Financial Group, starting from the date of employment / mandate.
This document may be updated or completed periodically in accordance with the legislation in force
and any decision amending the Code, must be made at BT Financial Group level. Amendments to the
Code will be communicated to employees either in person, by mail or by posting a shared location with
general access for each company in the group.
All employees / members of the management body of companies in the BT Financial Group must know
and comply with the provisions in this Code. Strict compliance to it is the responsibility of every employee
/ member of the management body of the companies in the BT Financial Group.
For any deviation from the Code, in particular, and the BT Financial Group’s ethical standards in general
disciplinary proceedings will be applied. Depending on the provisions infringed, the effects of violations
and the degree of guilt, the companies in the Group may sanction those who are guilty of violations
down to termination of work contract/mandate.
The employees of the entities of the BT Financial Group have the obligation to comply with the legal
and regulatory requirements and internal policies, and at the same time will behave honestly and with
integrity so as to perform their tasks competently, carefully and with due diligence.
This code does not replace the Rule of Order or the Rule of Organization and Management of companies
in the BT Financial Group. Both rules are comprehensive documents that describe the activity of each
company in the group and their units, which include, among others, provisions relating to human resources.
27
Disciplinaryactions, legalactions andpossiblesanctions atinternalandexternallevelthat maybe
triggered as a result of inappropriate conduct and unacceptable behavior are presented in the internal
regulations (ROI / ROA) of each entity within the Group.
AtthelevelofeachentitywithintheBTFinancialGroup,theidentiedsituationsofviolationofthe
code of conduct and of the internal regulations will be monitored and reported periodically to its own
Management Body, according to the internal procedures.