Our Code of Conduct

The Code sets out the basic principles for activities throughout Butterfield Bank Group, offers general guidance on personal conduct and outlines how the Code is to be implemented. These values and principles have been central to our success over the years and will enable the Group to build on its successes in the future. In turn, therefore, this requires that we all reflect these principles in our day to day conduct.

The Code must be read and complied with in conjunction with detailed policies and procedures in effect within the Group.

Group Principles of Business

The Group is committed to building and maintaining high standards of integrity, fair dealing, quality of service and ethical behaviour in all its relationships. The law provides an absolute minimum standard for our conduct. It is the Group’s aim to comply with all legal requirements wherever it operates. In addition, we must ask whether our actions are ‘right and proper’.

These standards apply to Butterfield Bank Group’s relationships with all its principal stakeholders.
Our shareholders make it possible for us to serve our customers. The Group must earn the profits needed to provide a consistent increase in the value of shareholders’ investment and to finance the development of our business. We are committed to full, fair, accurate, timely and understandable disclosures in our announcements and filings.
In a business based on high levels of trust and integrity, improper use of group assets is unacceptable. For example, deliberately inflated expense claims or improper use of Group property amount to theft.

The Group’s know-how and information base is an important shareholder asset and many employees have access to proprietary know-how or commercially sensitive information. Given the widespread interest in the Group and the increasingly competitive nature of our business, we must not use or disclose this information except as authorised by the Group and all employees should take appropriate safeguards to prevent the loss of any such information.

Our customers are the foundation of our business. Their interests must be foremost in everything we do. We aim to develop and maintain profitable and lasting relationships with customers. This requires us to build on what we do well, to innovate to meet customers’ changing needs and competitive challenges, and to apply the appropriate skills.

Customers are entitled to expect that their affairs will remain completely confidential and that no information about their financial affairs will be disclosed without prior authorisation, except as required by law.

Insider dealing, which can involve improper use of confidential customer information or other unpublished price-sensitive information, is morally wrong and hence inappropriate, as well as being illegal in some areas where the Group operates. Such behaviour can have serious consequences both for the Group and for the individual.

We aim to maintain high standards of market conduct and expect staff to uphold the highest professional standards. The Group has control over customer assets which it is required to safeguard. Maintenance of accurate records, which must be truthfully and carefully maintained, is vital.

The Group competes for business on the basis of the price and quality of its products and services. We believe in making our pricing as open and transparent as possible. Such a policy ensures that normal market forces are allowed to operate so as to promote choice. In recognising that we are a competitive business, we believe in fair and open competition and, therefore, obtaining information about competitors by deception is unacceptable. Similarly, making disparaging or negative comments about competitors invariably invites disrespect from customers and should be avoided.

Bribery and unauthorised commissions are ethically wrong and will almost certainly be criminal. No gifts should be given to customers apart from duly authorised promotional items. Similarly accepting excessive gifts, favours or other benefits from customers or potential customers is not allowed. Gifts of nominal or moderate value may be accepted provided they comply with the Group’s policy on acceptance of gifts and entertainment. If there is any doubt you should seek the permission of your manager.

Our staff hold the key to the Group becoming the first choice for our customers. The Group recognises that pride and enjoyment in the job comes from commitment, leadership by example and achievement. The Group aims to train, develop and reward people in ways that acknowledge performance and individual abilities. Equally, profitability is essential for job security.

• The Group does not permit or in any way condone discrimination against any individual or group on the basis of race, national origin, colour, ethnic origins, sex, marital status, illegitimacy, likelihood of childbirth, disability, religion or beliefs or political opinions; nor does it permit harassment of individuals. Our aim is to recruit, pay and promote on the basis of merit, ability and performance.
• Every employee has a right to privacy consistent with the various conditions of employment in operation across the group and subject to legal and regulatory obligations.
• We aim to protect and promote the health and safety of all employees.
• Incidents involving drug, alcohol or substance abuse should be reported to management in accordance with the established policy.
• When closure of facilities or reductions in staff levels are necessary, the Group will meet all its obligations to inform and consult and will do all that it can, as far as it is reasonable, to minimise the impact.
• We must all conduct our personal affairs, including the management of our personal finances, so as to avoid bringing discredit on ourselves or the Group. Employment with the Group must never be used in an attempt to influence public officials or customers for personal gain or benefit.

Our suppliers are vital to the Group’s success. We are committed to establishing mutually beneficial relationships with them, based on the same high ethical standards that must apply to all our dealings. We will be open, professional and honest and committed to paying all suppliers on a timely basis.

We expect suppliers to compete on the same basis as we do, on the price and quality of their products and services. Accepting favours, gifts or other benefits from a supplier or potential supplier is not allowed, unless what is offered is of nominal value. If there is any doubt, you should seek the approval of your manager.

We aim to build a partnership with our suppliers. The Group respects the trust that its suppliers place in it. Their confidential proprietary information should never be revealed to a third party without their express approval.

Our community, and its economic health, will determine our ability to provide appropriate returns to our shareholders. The Group aims to support the community in a variety of ways, in particular by acknowledging the contribution of staff as volunteers and through pursuits of their civic responsibilities. A most effective way to promote the welfare of the community is for our operations to be profitable. This document represents the lowest standards acceptable. All directors, officers and staff are required to comply with both the spirit and the letter of this Code of Conduct.

General Guidance on Conduct

No code of conduct can hope to spell out the appropriate behaviour for every situation with which you might be confronted. Nor should it seek to do so. In the last analysis, the Group relies on each of us to make a judgement of what is right and proper in any particular situation.

The following questions may help you decide how to act when faced with a difficult decision:

• Is anyone’s life, health or safety endangered by my action?
• Does my action ‘feel’ right? Does it meet my personal code of behaviour? Could I justify my action to a customer, shareholder or close colleague?
• Is my action legal, and does it comply with Group policy and approved practice?
• Does my intended action appear reasonable? Would I be able to justify it to the local media?
• Would I be compromised if my intended action became known to my manager, fellow employees, subordinates or friends?

Ethical dilemmas occur in many aspects of business life. Some of the most difficult are described briefly below.

Conflicts of interest: At times the interests of different customers and stakeholders and possibly your personal interests, may conflict. Ideally such situations should be avoided, but this may not always be possible. If in doubt, note any policies which may apply to your business and seek advice from the Legal and/or Compliance Departments, or Line Manager. On some occasions it may be appropriate to decline to act for a customer.

Criminal activities: The Group is determined that none of its constituent operations or companies shall be a channel for funds of a criminal origin. You should satisfy yourself as to the bona fides of all customers with whom you deal. In some parts of the world, you - as an individual -  will be obliged by law to report suspicious transactions. Any action taken must be in line with current operating instructions. It is your duty to familiarise yourself with current Money Laundering Policies and Procedures in your part of the Group.

Relations with regulatory bodies are important for the Group. Guidelines have been issued covering contact, reporting and procedures in relation to the wide range of regulatory bodies across the world.

Advertising is the most public face of the Group. False or misleading advertising is incompatible with the reputation for absolute integrity which the Group is determined to build and maintain. Statements about the Group’s services and comparisons with competitors’ products will be based on verifiable facts and will be designed to give a fair view of the nature of our services and of the financial commitment and risks involved.

Entertaining is controlled through expenses which should be submitted for approval in accordance with the established policy. Staff are allowed to accept entertainment, provided it complies with established policy on acceptance of gifts and entertainment.

Implementing Our Code

Any financial services institution that aspires to be the customers’ first choice must have an unassailable reputation for integrity. We are judged by our actions.

As this code makes clear, the Group is committed to upholding a high standard of integrity and recognises that this depends on the integrity of each and every individual who makes up the Group’s team. We must all be familiar with the provisions of this Code of Conduct and apply them. Reference may be made to the Code when considering disciplinary issues.

Directors and Management are responsible for ensuring the application of the Code throughout the Group. They must lead by example. Their decision-making and actions must be just and ethical at all times. They must ensure that all employees working with them are fully aware of and are following the provisions of the Code.

Directors and Management must monitor compliance and initiate action whenever the desired standards of integrity are not being met. They must, as soon as possible, inform the next appropriate level of authority of any material failures to meet the standards set by the Code.

Similarly, individuals who have concerns about the operation of the Code should preferably raise these through line management. In the event that these concerns remain unresolved, staff are encouraged to contact one of the following persons:

Head of Group Compliance

Head of Group Internal Audit

Head of Human Resources

Head of Group Legal

The concern in question will determine which of the above functions should be contacted. Anonymity will be guaranteed, subject to legal and regulatory disclosure requirements.