| 24. | The Board ensures that formal mechanisms are in place to prevent and deal with conflicts of interest. Concerning related-party transactions, the Board approves a policy which establishes the role of each corporate body and how transactions detrimental to the company or to certain investors only should be identified, administered and disclosed. |
The Entity follows the recommended practice. This obligation is enshrined in Section 12 of the CCG, which sets forth that Directors shall refrain from attending or being engaged in such cases that might give rise to a conflict of interest with the Bank.
Directors shall not be involved in the discussions of the corporate bodies of which such Directors are members, concerning businesses in which such Directors may have an interest, either directly or indirectly, or that might affect individuals related to them, pursuant to applicable laws.
In addition, Directors may not directly or indirectly engage in personal, professional or business transactions with the Bank or its Group’s companies, other than ordinary banking business, unless such transactions are subject to a contracting procedure that ensures transparency, with competitive bids and at market prices.
Directors shall also refrain from being directly or indirectly engaged in businesses or companies in which the Bank or its Group’s companies have a stake, unless such Director owned such an interest before becoming a Director, or before the Group had acquired an interest in the entity at issue, or otherwise unless the company is listed on domestic or international stock exchanges, or otherwise with the Board of Directors’ previous consent.
Directors may not avail of their position at the Bank to gain a financial advantage, or to take advantage, for their own benefit, indirectly, or otherwise for the benefit of individuals related to such Directors, of a business opportunity that may have come to their knowledge as a consequence of that Director’s activities at the Bank, other than business opportunities that had been previously offered to the Bank, and that the Bank had decided to reject and provided the Board of Directors has given its consent to take that opportunity.
Directors shall disclose to the Board of Directors any direct or indirect conflict of interest they may have with the Bank, any interest such Directors may own in any company engaged in a similar or supplementary business to the Bank’s corporate purpose, and any position or duty they may discharge in such company, as well as their involvement, either on such Directors’ own account or on behalf of third parties, in the same business as, or in a business similar or supplementary to, the Bank’s corporate purpose.
The Bank has a Code of Conduct in place that includes a paragraph on how to address conflicts of interest. In addition, at a meeting held on February 26, 2019, the Board of Directors approved a Conflicts of Interest Policy which enshrines the principles and guidelines primarily set out in paragraph 3.10 of the Code of Conduct, approved by the Board of Directors on August 25, 2015.
The purpose of this policy is setting a course of action for BBVA Argentina to identify, prevent, manage and, if applicable, disclose to the customer, with sufficient time ahead, any conflict of interest that may arise in rendering its services.
On May 29, 2018, the Board of Directors approved the last version of the Internal Code of Conduct in Capital Markets, establishing general courses of action to preserve market integrity, including standards aimed at preventing market abuse and ensure market transparency and competition. These rules are published in the Bank’s website, www.bbva.com.ar, under the caption “Investor Relations.”
25. | The Company’s website discloses financial andnon-financial information, affording timely and equal access to all Investors. The website has a specialized area to address Investors’ questions and inquiries. |
The Entity follows the recommended practice. According to Section 11, paragraph XIII of the CCG, the Board of Directors shall make available to the market such financial information which the Bank, as a listed company, is required to make periodically public.
In this respect, the Board of Directors, abiding by the transparency principle that should guide the Bank’s actions in financial markets, will establish appropriate mechanisms to ensure the Bank’s disclosure of all such information that might be relevant to shareholders and investors.
To such end, the Bank has a freely accessible website which disclosures abide by the highest standards of confidentiality and integrity, seeking to ensure the preservation and maintenance of information.
Within the section entitled “Investor Relations” of its website, the Bank publishes financial information (Annual Report, Financial Statements, and 20F); Responsible Banking Report; Information on the Bank’s Shares of Stock and Bonds; Material Events; Corporate Governance
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