CODE OF ETHICS
BANCOLOMBIA S.A
INTRODUCTION
BANCOLOMBIA, fully aware of its responsibility to society and the country in
general, has undertaken to permanently deploy a formal and transparent corporate
policy based on principles of rectitude and honesty, this as part of its
commitment to the economic development of Colombia and its all-abiding respect
for the law.
For this reason, Bancolombia, in its Code of Ethics, lays out principles and
rules of conduct designed to guide the attitudes and behavior of its directors,
officers, employees and associates, ensuring that they may maintain excellent
relations with a staff that is fully engaged with the growth and development of
the Organization and the country as a whole, by upholding the principles and the
values that help both our people and our Organization to grow in stature.
I. SCOPE
This Code of Ethics shall apply to all the directors, officers, employees and
associates of BANCOLOMBIA (hereinafter the "Bank").
II. GENERAL PROVISIONS
- CORPORATE VALUES
The Bancolombia Organization upholds the following corporate values:
- INTEGRITY: our actions obey the most rigorous legal and ethical
principles
- TRANSPARENCY: we act in a clear, consistent and opportune
fashion.
- RESPECT FOR OTHERS: We treat people with dignity and value what
makes them different.
- SOCIAL RESPONSIBILITY: We drive development in all those
communities where we are present.
- SERVICE-ORIENTED ATTITUDE: We are friendly, opportune and
efficient in providing our services.
- TEAMWORK: We value and encourage input from everyone in securing
our common objectives.
- SUPERIOR PERFORMANCE: We continuously strive to exceed our goals
and optimize the use of our resources so as to create greater
value.
- CUSTOMER-ORIENTED ATTITUDE: We strive to build long-term
relationships with our customers, who are, after all, our raison
d'etre.
- POSITIVE ATTITUDE: We enjoy what we do and we are permanently
looking for new possibilities.
- CONFIDENCE: We inspire credibility and handle information
responsibly.
- GENERAL PRINCIPLES
All those who are governed by this Code of Ethics are bound to comply not only
with the wording but with the spirit of Colombia's Constitution together with
its legislation, as well as with any rules and regulations that the authorities
may issue together with the norms and policies established by the Bank.
The Bank's bylaws, rules of conduct, codes and manuals do not in any way
substitute for the good judgment, accountability, common sense and prudence
which are indispensable to our officers in the performance of their duties, but
obviously all that therein provided is of obligatory compliance.
All business, operations and activities carried out by the Bank's directors,
officers, employees and associates, on its behalf, shall be governed by the
ethical principles laid out in this Code.
Only to the extent that all those governed by this Code of Ethics are aware of
their moral, legal and employment obligations and responsibilities and put these
into practice, can we safely say that we are fulfilling our duties to the
community, the Organization and the country at large, and the only way we can do
this is to imbue our dealings with the utmost honesty, transparency and a
respect for the law.
The directors, officers, employees and associates of the Bank in all their
actions, shall be bound to:
a. Act in good faith in a loyal, diligent and careful manner,
constantly ensuring a deep respect for the individual and strict
compliance with the law, with the Bank's principles and values
taking precedence in all their decisions.
b. Not to advise or take part in situations that allow for,
encourage or facilitate improper acts, including those that could
be used to confuse third parties and undermine their good faith
or be used contrary to the lawful interests of the Bank, such as
tendentious publicity, industrial espionage, and non-compliance
with employment, business, social and other obligations.
c. Opportunely communicate to their immediate superiors all act or
irregularity committed by another officer or a third party that
could affect or harm the interests of the Bank, its customers and
its users. Should the employee prefer to maintain his or her
anonymity, he or she may report such act by contacting
Bancolombia's Ethics Hotline
III. SPECIAL PROVISIONS
Those governed by this Code of Ethics shall honor and obey the following
principles:
- UPON CARRYING OUT THEIR RESPECTIVE FUNCTIONS: they shall maintain
absolute objectivity, independence and all-round awareness in making
decisions, acting in good faith and according to the law.
- BANKING CONFIDENTIALITY: they shall treat with the utmost reserve
and discretion all information regarding customers and users that they
may obtain in carrying out their duties and performing their work,
thus avoiding any harm being caused by disclosing certain aspects that
due to business, personal or legal reasons must not be made freely
available to the general public.
In this regard, they must abstain from:
a. Providing information or documentation regarding operations
performed by the Bank's customers or users to persons other than
the same customer or user, their respective beneficiaries or
persons authorized to represent them and authorities or
organizations duly authorized by law, according to the terms of
this same.
b. Providing information on customer or user operations to
employees or officers from the same institution, except when it
is strictly necessary for the Bank's employees to provide such
information in order to fulfill their duties.
c. Communicating or disclosing confidential information that may
harm the image or prestige either of the Bank or third parties.
- PRIVILEGED INFORMATION: privileged information is understood to be
all concrete information, pertaining to the Bank, its customers or
suppliers, that has not been made available to the public and should
this be made available to the public could be used by a moderately
diligent or prudent individual for the purpose of making a decision.
With regard to this type of information, those governed by this Code
must abstain from:
a. Carrying out any operation for their own personal gain or that
of third parties using privileged information regarding the Bank,
its customers or suppliers.
b. Providing information to a third party who is not entitled to
receive such.
c. Advising in favor of an operation based on privileged
information obtained by virtue of the incumbent's position.
d. Recommending the purchase or sale of shares or debt
instruments issued by the Bank based on information that is not
in the public domain.
- CONFLICTS OF INTEREST: Should a conflict of interest arise, the
person must abstain from:
a. Taking part in activities, transactions or operations that are
contrary to the law, to the Bank's interests or that could affect
the person's ability to carry out his or her functions and
responsibilities or affect the Organization's reputation.
b. Carrying out any transaction or operation based on feelings of
friendship or enmity.
c. Taking advantage of the person's condition as director,
officer, employee or associate of the Bank in order to obtain
personal gain or benefits for third parties, relating to the
products or services provided by the Bank, or to obtain personal
gain from suppliers, contractors, customers or users.
d. Engaging in outside activities that interfere with office
hours, with the incumbent's performance or with the fulfillment
of his or her duties, except when authorized by the Bank.
Should a situation arise in which the interests of the persons
governed by this Code of Ethics should conflict with those of the Bank
with respect to personal activities or dealings with third parties,
whether these should be with suppliers, contractors, customers and
others, affecting in this way the freedom and independence with which
decisions are taken, then the operation should be examined in the
light of all applicable law, as well as the manuals issued and
procedures established by the Bank. The immediate superior must be
duly informed before making any decision in this respect.
- PREVENTION AND CONTROL OF MONEY LAUNDERING: those governed by this
Code must ensure that all rules and regulations aimed at preventing
and controlling money laundering must be duly complied with, and for
this purpose must:
a. Ensure that all the Bank's customers are of good standing so
as to safeguard its well-known moral integrity and transparent,
lawful activities. The customers' economic capacity must
coincide with their respective economic activities and with the
amounts of money and operations that they normally handle with
the Bank.
b. When informed of any suspicious activity on the part of the
customer or user and it is not considered appropriate for the
Bank to continue its relationship with the customer in question,
notice must be given immediately to higher-ranking executives so
as to decide upon the approach to be taken, preventing
unfavorable repercussions and reporting the case to the
corresponding authorities.
c. Give precedence to ethical principles in securing any
corporate targets, based on the fundamental premise of
encouraging a corporate culture aimed at complying with and
enforcing all those rules and regulations designed to prevent and
detect money laundering.
Any of the Bank's employees, officers and associates who
interfere with authorizing, carrying out and reviewing operations
must deploy the mechanisms and instruments established by the
Bank for this purpose.
- CONFIDENTIALITY: the persons governed by this Code must maintain all
work documents and confidential information entrusted to their care in
the strictest reserve. Therefore, they must control and prevent any
possibility on the part of the Bank to make improper use of said
information or make this known to unauthorized persons.
Likewise, they shall not disclose or transfer to any third party,
technology, methodologies, know-how and industrial, commercial and
strategic secrets belonging to the Bank, its customers or suppliers or
to which they have had access by virtue of their position. Likewise,
they shall not obtain or try to obtain access to any information
concerning an industrial, commercial or strategic secret by unlawful
means. These obligations shall continue even after the person no
longer works for or has any involvement with the Bank, with regard to
all information he or she should have gained access to by virtue of
his or her position.
- ADEQUATE USE OF RESOURCES: The persons governed by this Code shall
make proper and rational use of their time as well as fixtures, tools,
equipment and other work elements pertaining to the Bank. Their right
to privacy is ensured providing the Bank's infrastructure is used
exclusively for work purposes or any other use that any of the Bank's
Vice Presidents should so approve.
- DISCLOSURE OF INFORMATION: All information concerning customers and
users, authorities and shareholders, including the Bank's financial
results, financial situation, shareholder structure and Corporate
Governance, together with account information and customer operations
must be disclosed in an opportune, complete, clear and precise
fashion.
- RELATIONSHIPS WITH AUTHORITIES: The relationships that the Bank
maintains with the Government, government agencies and other public
authorities must obey both the law and the principles contained in
this Code of Ethics.
- RELATIONSHIP WITH CUSTOMERS AND USERS: Those governed by this Code
of Ethics must abstain from doing business with any natural persons or
corporate entities that are known for their unlawful business conduct.
Likewise, they must clearly inform the customers and users of the
conditions governing the operations to be performed so that the
customers and users may be fully aware of the nature of the products
and services as well as the reciprocal obligations inherent to all
business activities.
All applications, claims and requirements must be dealt with in an
opportune and precise fashion, according to the law and the respective
contracts and agreements.
- RELATIONSHIPS WITH SUPPLIERS: The selection and engaging of
suppliers must be based on technical, professional and ethical
criteria as well as on the Bank's own needs, and handled by means of
processes that ensure the best cost-efficiency possible, such as
detailed knowledge and thorough evaluations of the supplier, as well
as price quotations, amongst others.
- RELATIONSHIPS WITH COMPETITORS: Principles of fair competition shall
be upheld as a basic premise for all operations and relationships with
other banks and financial institutions.
In no event shall comments be made affecting the image of our
competitors or contributing to spreading rumors regarding these same.
- RELATIONSHIPS WITHIN THE WORKPLACE: Relationships within the work
place shall be courteous and respectful. Likewise, a spirit of
collaboration, teamwork and loyalty shall be encouraged, in strict
compliance with that set out in the Bank's Internal Work Rules and
this Code of Ethics.
- GIFTS AND INVITATIONS: The Bank's business interests are best served
when its business decisions are based on business criteria and not
influenced by factors such as gifts, favors, donations, invitations,
trips or payments with a view to obtaining results from those governed
by this Code of Ethics, their associates or family members.
Consequently the Bank's directors, officers, employees and associates
may not give, offer or accept, directly or indirectly, gifts, favors,
donations, invitations, trips or payments while performing activities
on the Bank's behalf and that may influence their decisions to the
extent of facilitating business or operations for their own benefit or
that of third parties
All those gifts or institutional or publicity invitations that are
given or extended as part of the normal course of business and that
have a well-defined business purpose, such as pens, diaries, CD's,
etc, of negligible value, or entertainment (business lunches or
dinners) at a moderate cost.
All receipts or invoices submitted to the Bank for trips or social
entertainment must be for official activities only.
IV. INTERNAL CONTROL AND PREVENTING IMPROPER ACTS
The Bank has the firm intention of optimizing its profits through a proactive
handling of all types of risk exposure. Therefore, employees, directors,
officers and associates must maintain a preventive attitude, identifying all
risk present in the processes for which they are responsible.
They shall also make all the required effort to exercise complete control over
all operations and business in their charge, according to the law and best
administrative and business practices. These procedures must be constantly
reviewed in the light of changes in the business environment and the workplace
itself.
Employees, directors, officers and associates must ensure that the established
controls are duly employed and that a culture of self-control be encouraged
throughout the Organization.
Employees, directors, officers and associates must inform the Banking Security
Department, or the area that should take its place, as well as the risk and
internal audit departments, of any weakness detected in the controls or any
potential failure in the
control system, as well as any improper segregation of duties and newly
installed systems and programs that fail to comply with safety standards.
Those governed by this Code of Ethics must understand the laws, the
corresponding regulations and generally speaking all internal and external rules
and regulations that they are obliged to comply with in their respective
positions. In particular they must apply all those rules and policies relating
to the following: Code of Good Governance; Internal Work Regulations; Collective
Bargaining Agreement, Manual for the Prevention of Money Laundering; Information
Security Policy, Statute of Benefits and Databases for Procedure Manual
Documentation.
Furthermore they must assume responsibility for the property, resources and
processes that are entrusted to them in their positions, as provided for by the
Substantive Labor Code
Lastly all suspected improper acts must be opportunely reported using the
channels provided for such by the Bank and those governed by this Code of Ethics
shall assist with investigations carried out by both the Bank and the
authorities, answering all that required, providing detailed information of said
acts volunteering the absolute truth in keeping with every citizen's lawful duty
DESCRIPTION OF IMPROPER ACTS
An improper act is understood to be the failure to comply with legal rules and
regulations as well as the general and particular provisions of this Code of
Ethics, as well as any attempt or act on the part of an employee, director,
officer or associate of the Bank to obtain undue gain for him or herself or for
third parties, taking advantage or his or her position or any act that is used
to confuse or undermine the good faith of third parties or that goes against the
lawful interests of the Bank. Improper acts may involve customers, suppliers,
representatives, competitors, employees, ex-employees and directors. This type
of act can be divided into the following main categories:
- - MISAPPROPRIATION OF RESOURCES, including intellectual property and
information. This includes
o Theft in all its different categorizations
o Breach of confidence
o Improper use or diversion of privileged information
o Embezzlement or assigning resources to an application different from
that intended.
- - ASSET EMBEZZLEMENT This is defined as an intentional or negligent act in
assigning the Bank's assets, or the assets for which the person is
responsible for, for his or her own benefit or that of third parties,
thereby adversely affecting or distorting the Bank's financial statements.
This includes, without being in any way limited to, the following:
o Physical appropriation of property, without having obtained
authorization for such.
o Appropriation of sums of money, securities or similar, whether this be
on a temporary basis or not.
o Incurring non-authorized expense, for the person's own benefit or that
of third parties.
o Generally speaking, all acts involving the appropriation, diversion or
use of the Bank's property, or that which it is responsible for,
assigning said property for a purpose different than that for which it
had been specifically acquired or received.
- - CORRUPTION: Defined as when an employee, director, officer or associate of
the Bank requests or accepts, or offers or grants any object of monetary
value or any other perk such as gifts, favors, promises or advantages of
any type for their own benefit or for that of the other person , in
exchange for carrying out or omitting to carry out any act relating to
their work such as:
o Accepting personal gain or benefits for third parties with a view to
influencing an administrative decision.
o Any payment made by a supplier to an employee in exchange for more
favorable treatment
o Accepting any gift, present or invitation of any kind from third
parties with whom the Bank maintains a business relationship.
o Bribes to public or private officials for them to carry out or omit to
carry out a determined action.
- - CONFLICTS OF INTEREST: This is defined both in this Code of Ethics as well
as that of Good Corporate Governance.
- - FALSE REPORTS, that tend to distort the reality of an individual s
performance or that of third parties, and include withholding material
information as well as:
o Providing false information to cover up a deficient performance or to
qualify for bonuses.
o Using false reports to deceive investors, financial entities or third
parties in general.
o Manipulating financial statements.
- - MANIPULATING FINANCIAL STATEMENTS. This is defined as deliberately
producing, altering or suppressing records and information with a view to
distorting the financial statements.
This includes, without being in any way limited to, the following:
o Postponing the posting of income in order to reduce results for the
period.
o Postponing or posting an expense, on a date different than that on
which it accrued, for the purpose of enhancing the results for the
period.
o Using of provisional or bridging accounts to distort income and
expense to a significant degree. o Creating transactions with false
suppliers or creditors
o Manipulating the balances of asset and liability accounts.
o Periodically transferring real or fictitious obligations from one
debtor or creditor to another, whether real or fictitious, so as to
falsify balances of the portfolio accounts, accounts receivable and
payable as well as other assets and liabilities
o Generally speaking any manipulation of the Bank's books to falsify its
financial reality.
- - BREACH OF LEGAL OBLIGATIONS: for example:
o Presenting false reports regarding compliance with legal regulations
o Deliberately concealing violations of the law
o Concealing accounting errors
- - TECHNOLOGICAL ENCROACHMENT, including non-authorized access to computer
systems, violating software licenses, introducing viruses or other harmful
codes, as well as any type of sabotage such as:
o Access or non-authorized disclosure of electronic files
o Improper use of the Network
o Destroying or falsifying key information for the Bank.
o Computer fraud in all of its manifestations.
INVESTIGATION OF IMPROPER ACTS
All employees, including those belonging to outside companies hired by the Bank,
are obliged to report, without delay, any suspected improper act, or evidence
that such an act was committed,.
This shall be reported to the Banking Security Department or the area that
should take its place, as well as to the Internal Auditing Department, Human
Resources or via the Ethics Hotline, where the informant can be assured absolute
anonymity. This, without prejudice to the right to report any suspected illegal
act to the authorities and regulatory agencies and commissions. The Bank shall
provide its full support to all those employees and third parties who report
such information on the basis of good faith.
The Banking Security Department, with the support of all those areas of the Bank
that are required, shall thoroughly investigate the reports made so as to be
able to take the appropriate measures in each case against all those persons or
entities responsible for committing improper acts, regardless of their position
or rank.
These investigations shall be carried out according to that laid out in all
applicable rules and regulations and shall respect due process. All people shall
be dealt with justly and in keeping with the guiding principles of our conduct.
The Bank shall support all those employees who are wrongfully accused of
committing improper acts.
All employees, directors, officers and associates of the Bank must cooperate
with the investigations held and secure and present all those documents and
records that are required by such.
Employees must not carry out investigations on their own account, except when
this is expressly authorized by the Department of Banking Security.
The outcome of the investigation shall be reported to the corresponding internal
authorities so that these may implement the corresponding measures, including
dismissing the persons involved or reporting these to the authorities, whichever
the case, claiming damages through legal actions and whenever possible,
withholding any employment benefits due to the persons involved.
The Bank shall provide its full support to both the authorities and the
regulatory agencies in stamping out unlawful acts. Likewise, when there is
evidence indicating that other
companies or persons are being defrauded, this shall be reported forthwith and
all reasonable efforts shall be made to support the affected party.
With regard to the companies providing services to the Bank, or its suppliers,
the employee having direct contact with these shall be responsible for
identifying and mitigating all possible risks with the conduct of its staff in
breach of this Code of Ethics and to supervise compliance with any policy
established for this effect. The Bank shall take all those measures necessary
against the employees of these companies whenever they should fail to uphold the
law in their relationship with the Bank.
RESPONSIBILITIES.
It is the duty of the Bank's President to keep abreast of the claims rates with
regard to each of the products or processes, as well as to evaluate action plans
designed to mitigate the risks identified.
The Board of Directors shall make periodic follow ups on the claims rates and
improper acts committed, as well as on the measures taken to prevent, mitigate
and control these, and shall include the corresponding report on such in their
Annual Shareholders Report.
The Audit Committee for its part, shall also periodically review reports on the
claims rates and shall deal with the information reported by employees,
directors, officers and associates through the Ethics Hotline. At least once a
year, the Committee shall review the efforts made in preventing improper acts
within the Bank
Furthermore, any person in any circumstance who should consider that the Bank
fails to act with regard to any information reported, according to that herein
stipulated, should make this known to the Audit Committee.
V. SANCTIONS
All directors, employees, officers or associates of the Bank who, either
voluntarily or through gross negligence, act in breach of the ethical principles
and norms set out in this Code of Ethics shall be sanctioned according to that
provided by law and in the Bank's Internal Work Regulations.
This includes any negligent or dishonest conduct in dealing with situations of
risk and weaknesses in the control system, as well as covering up any improper
act, the hindering of investigations, false, reckless or malicious reports or
those made in order to obtain personal gain or benefits for third parties,
mistreating or censoring work companions for having complied with their
obligation to report cases of misconduct or grave omissions in implementing
mitigation plans for improper acts.
VI. ETHICS COMMITTEE
The Bank shall have an Ethics Committee made up of the Vice-President of the
General Secretary's Office, the Vice-President of Human Resources and the
Administrative Vice-President. The Vice-President of the General Audit
Department may attend upon being
invited by the Committee in an advisory capacity. The Committee shall be
responsible for evaluating the application of this Code, as well as deciding
upon any necessary measures for disseminating and enhancing the highest
standards of ethical conduct within the Bank, ensuring at the same time that the
Code of Ethics is updated as necessary.
VII. INFORMATION CHANNELS AND THE ETHICS COMMITTEE'S RESPONSE
This Code of Ethics contains general guidelines that provide for evaluating a
large part of the situations that the persons hereby governed may have to deal
with but does not actually address all the problems that could arise on a daily
basis. Therefore, there is the possibility of certain queries arising as to
which is the correct behavior to adopt in a particular situation, in which case
either the immediate superior or the Ethics Committee should be contacted before
making any decision in this respect.