EXHIBIT 14.1
October 13, 2004
My fellow employees:
Trust is the foundation of our business at Popular. In order to nurture and grow
that trust it is imperative that every one of us at Popular feel a deep
commitment to having our every action meet the highest ethical standards. That
is our tradition and key to our future.
We have revised our Code of Ethics to further emphasize ethics as the
cornerstone of our trust. The Code of Ethics generally covers different
situations that may arise in the course of business. I expect you to abide by
it. The Code is a framework for ethical conduct since we can't foresee every
situation that could potentially affect Popular; our guiding principles are
common sense, prudence and clarity of intention.
I have extracted eleven principles from the Code of Ethics that in my view
represent the essence of the conduct we all must abide by:
1. You must never use or attempt to use your position at Popular to obtain
improper personal benefit.
2. You must not accept a gift or other thing of value if by accepting it
you may create the impression that your business judgment has been or
could be compromised.
3. You should endeavor to deal fairly with Popular's customers, service
providers, suppliers, competitors and employees.
4. In carrying out our business we often learn confidential proprietary
information about Popular, its customers, suppliers or employees. You
must maintain the confidentiality of the information entrusted to us
and use it appropriately.
5. You must avoid any real or potential conflict of interest.
My fellow employees
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October 13, 2004
6. You are personally responsible for the integrity of the information,
reports and records under your control.
7. Popular's tangible and intangible assets (such as cash, business plan,
customer information, supplier information, intellectual property,
etc.) must be protected and only used for proper corporate purposes.
8. The community perceives you as a representative of Popular therefore,
we should all strive to lead a decorous and respectable community life
involved with the communities we serve.
9. You have a right to voluntarily participate in the political process,
however, you must do so as an individual not a representative of
Popular.
10. Popular is committed to comply with all applicable laws, rules and
regulations and you must adhere to such standards.
11. You are expected to report any ethical issues on a timely and complete
basis.
Our high standards of ethics, integrity and morality define our corporate
culture. That is our tradition and that is why we have always defined
"integrity" at the core of our Institutional values. Ethical conduct is also key
to our future. We must never breach the trust deposited on us by our directors,
shareholders, customers and the communities we serve.
Sincerely,
S/Richard L. Carrion
- --------------------
Name: Richard L. Carrion
Title: Chief Executive Officer
(POPULAR, INC. LOGO)
CODE OF ETHICS
INSTITUTIONAL VALUE - INTEGRITY
"WE ARE GUIDED BY THE HIGHEST STANDARDS
OF ETHICS, INTEGRITY AND MORALITY.
OUR CUSTOMERS' TRUST IS OF UTMOST
IMPORTANCE TO OUR INSTITUTION."
I. INTRODUCTION
The communities we serve recognize that Popular, Inc. and its subsidiaries
(hereinafter "Popular") are respected institutions that have always been
examples of professional conduct in business practice. Our high standards of
ethics, integrity and morality define our corporate culture.
Popular's Code of Ethics reaffirms our corporate culture and provides the
general rules to be followed by our directors, employees (including regular and
temporary employees) and certain independent contractors or consultants in order
to achieve a conduct that reflects our ethical principles.
Employees must read this Code in conjunction with the Employee Manual, policies
and guidelines applicable to your business area. It is your responsibility to
become familiar with these policies. The Code provides a framework for ethical
conduct and is not intended to establish rules governing every possible
situation that could potentially affect the reputation of Popular. Our best
guide is common sense, prudence and clarity of intention.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Popular is committed to comply with all applicable laws, rules and regulations.
Therefore, you must adhere to the standards and restrictions imposed by such
laws, rules and regulations. Portions of this Code may be supplemented or
superseded by the legal requirements in different jurisdictions.
WAIVERS OF THIS CODE
From time to time, Popular may waive some provisions of this Code. If you
believe that a waiver may be called for, you must contact Popular's Ethics
Officer.
However, under the rules of the NASDAQ Stock Market, any waiver of this Code for
executive officers or directors of Popular may be made only by the independent
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members of the Board of Directors and must promptly be disclosed to
stockholders. Therefore, any executive officer or director of Popular who
believes that a waiver may be called for must immediately contact Popular's
Chief Legal Officer.
OBSERVANCE OF THIS CODE
Observance of this Code is extremely important to Popular. A violation of this
Code will be regarded as a serious offense and may constitute grounds for
disciplinary action, which may include termination of employment, termination of
contract or removal from the Board of Directors.
II. YOUR RESPONSIBILITIES TO POPULAR
POPULAR'S ASSETS
Popular needs you to protect its tangible and intangible assets, which include
cash, securities, business plans, customer information, supplier information,
distributor information, intellectual property (computer programs, models,
trademarks and other items), physical property and services, as well as those of
its customers, suppliers and distributors that are under your control. Popular's
assets may be used only for proper corporate purposes. Misappropriation of these
assets is a breach of your duty to Popular and may constitute an act of fraud
punishable by law. Notice that carelessness or waste of Popular's assets is also
a breach of your responsibilities to Popular.
Popular's telephone, e-mail, voicemail and computer systems are mainly for
business purposes and may not be used in a manner that could be detrimental or
embarrassing to Popular. Personal communications using these systems must be
kept to a minimum. You must follow Popular's Information Systems Use Policy at
all times.
Our employees must disclose and assign to Popular all interest in any invention,
improvement, discovery or work of authorship made or conceived in connection
with their employment with Popular. If your employment is terminated, all rights
to property and information generated or obtained as part of your employment
relationship remain the exclusive property of Popular.
Popular prohibits the copying, selling, using or distributing of information,
software and other forms of intellectual property in violation of license
agreements.
POPULAR'S RECORDS AND REPORTS
The records, data and information that Popular owns, collects, uses and manages
must be precise and complete. You are personally responsible for the integrity
of the information, reports and records under your control. Records must be
preserved in
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sufficient detail as to reflect accurately all of Popular's transactions, and
financial statements must always be prepared in accordance with generally
accepted accounting principles and fairly present, in all material respects,
Popular's financial condition and results. Furthermore, Popular is committed to
accuracy in tax-related records, and to tax reporting in compliance with all
applicable laws. Tax returns are filed on a timely basis and taxes are paid on
time.
When creating business records and other documents (including e-mails) that may
be retained by Popular or a third party, use common sense and observe standards
of good taste regarding content and language. Remember that in the future,
Popular or a third party may have to rely on or interpret the document.
You cannot destroy any documents that are potentially relevant to a violation of
law or any litigation or any pending, threatened or foreseeable government
investigation or proceeding. Individual business areas may have policies
concerning the retention of documents, which must be followed at all times.
DISCLOSURE OF FINANCIAL INFORMATION
Employees and directors involved in Popular's disclosure process are required to
be familiar and comply with: (i) this Code; (ii) disclosure controls and
procedures; and (iii) internal controls over financial reporting procedures.
Each employee or director who is involved in Popular's disclosure process must:
i. be familiar with the disclosure requirements applicable to
Popular, as well as with the business and financial operations
of Popular;
ii. not knowingly misrepresent, or cause others to misrepresent,
facts about Popular to others, whether within or outside
Popular, including to Popular's independent auditors,
governmental regulators and self-regulatory organizations;
iii. not take any action to fraudulently coerce or manipulate our
independent auditors in any way that could render our
financial statements misleading; and
iv. properly review and critically analyze proposed disclosures
for accuracy and completeness (or, where appropriate, delegate
this task to others).
Popular is committed to full compliance with the Securities and Exchange
Commission's regulations pertaining to disclosure of information, including
Regulation FD (Fair Disclosure). To ensure compliance with the Regulation,
employees should consult with Popular's Chief Financial Officer prior to
arranging or participating in any investor or analyst meeting.
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Furthermore, Popular, through its senior financial officers, will make full,
fair, accurate, timely and understandable disclosure of information that is
required to be made public pursuant to federal securities laws.
PRESENTING ETHICAL ISSUES
The Board of Directors of Popular, acting through the Chief Legal Officer and
the Executive Vice President for People, Communications and Planning, is
responsible for applying and interpreting this Code. The Chief Legal Officer and
the Executive Vice President for People, Communications and Planning have
designated and supervise an Ethics Officer who is responsible for applying this
Code to specific situations in which questions may arise and who has the
authority to interpret this Code in any particular situation.
This Code addresses many different business practices and procedures. However,
Popular cannot anticipate every issue that may arise. If at any time you are
unsure of what to do in any situation, use your judgment and common sense, and
seek additional guidance and information before you act. Questions concerning
the best course of action in a particular situation, as well as all reports of a
suspected or actual possible violation of a law, regulation or Popular ethical
standard, must be immediately addressed to any of the following:
- Your supervisor or unit's manager.
- Your People Division or Office.
- The Ethics Officer.
- The Chief Legal Officer.
- EthicsPoint hotline. (See below).
You are strongly encouraged to alert or notify possible ethical issues on a
timely and complete basis. Failure to report any such violation or potential
violation is in itself a violation of this Code. Rest assured that Popular will
not retaliate nor allow retaliation, harassment or any manner of discrimination
against any individual for reports made hereunder in good faith or for providing
information or assisting in a lawful investigation by any law enforcement or
regulatory agency, or other governmental body.
WHISTLEBLOWING
Popular's Audit Committee has established procedures for the receipt, retention
and treatment of complaints regarding accounting, internal accounting controls
or auditing matters, including procedures for the confidential, anonymous
submission of concerns regarding questionable accounting or auditing matters. If
you have a complaint or concern regarding any of these matters, you should
promptly contact the EthicsPoint hotline at www.bancopopular.com/ethicspoint-en
for the English version or www.bancopopular.com/ethicspoint for the Spanish
version, or by calling 1-866-737-6813 in Puerto Rico, the United States and U.S.
Virgin Islands or 1-866-737-6850 if you
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are elsewhere. Any call to the EthicsPoint hotline in connection with ethical
issues will be anonymous, unless you elect otherwise.
INVESTIGATIONS CONCERNING ETHICAL ISSUES AND OTHER MATTERS
Popular needs your full cooperation with all authorized internal or external
investigations related, but not limited to those involving ethical issues or
complaints of discrimination or harassment. You must never withhold or fail to
communicate information that raises ethical questions and that, accordingly,
must be brought to the attention of senior management. Making false statements
to or otherwise misleading internal or external auditors, Popular's counsel,
Popular's representatives or regulators constitutes grounds for immediate
termination of employment or other relationship with Popular and may also
constitute a criminal act that can result in severe penalties.
III. WORKPLACE RESPONSIBILITIES
FAIR EMPLOYMENT PRACTICES
We are committed to equal employment opportunities and compliance with the full
range of fair employment practices and non-discrimination laws. Popular will not
retaliate nor allow retaliation against any individual for raising claims of
discrimination or harassment. We must all be familiar and comply with the Equal
Employment Opportunity Policies and Affirmative Action Programs adopted by
Popular.
DISCRIMINATION AND HARASSMENT
We value and respect diversity among our employees and expect our workplace to
be representative of this. We will not tolerate discrimination, harassment or
intimidation, whether based on a person's race, color, religion, sex, age,
national origin, political affiliation, disability, or any other legally
protected status, to be committed by or against a supervisor, co-worker,
customer, vendor or visitor. These practices are inconsistent with our tradition
of providing a respectful, professional and dignified work environment. To
ensure our compliance, we must all be familiar with the guidelines protecting
against discrimination and harassment adopted by Popular.
DRUG-FREE WORKPLACE
We are committed to a healthy and productive work environment. Misusing
controlled substances or selling, manufacturing, distributing, possessing, using
or being under the influence of illegal drugs on the job is prohibited. We must
all be familiar with and comply with the guidelines on substance abuse adopted
by Popular.
SAFETY IN THE WORKPLACE
Your safety and that of our customers and visitors while in our workplace is a
major concern for Popular. You must be familiar with and comply, as Popular
does, with all
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applicable health and safety laws and regulations, as well as with the internal
policies of your business area.
SOCIAL RESPONSIBILITY
The community perceives our employees and directors as representatives of
Popular. Therefore, our conduct outside of work may positively or negatively
impact the image of Popular and the confidence that the clients or potential
clients may have in Popular. Each employee and director shall lead a decorous
and respectable community life. Furthermore, Popular encourages participation in
organizations that promote the well-being of our communities. Your involvement
with the community furthers our institutional values.
IV. INVESTMENTS AND CONFLICTS OF INTEREST
INSIDER TRADING
Insider trading is illegal and liability can be imposed on any person regardless
of his or her position in Popular and whether or not the person makes a profit.
Insider trading consists of trading while in possession of material non-public
information. The definition of "material, non-public information" is broad.
Information is "material" (and hence, potentially subject to the prohibition on
insider trading), if there is a substantial likelihood that a reasonable
investor would consider the information important in determining whether to
trade in a security, or if the information, if made public, would likely affect
the market price of such security. Information may be material even if it
relates to future, speculative or contingent events, and even if it is
significant only when considered in combination with publicly available
information. Information is considered to be "non-public" unless it has been
publicly disclosed, and adequate time has passed for the securities markets to
digest the information. Examples of adequate disclosure include public filings
with securities regulatory authorities and the issuance of press releases, and
may also include meetings with members of the press and public.
Furthermore, it is against Popular's policy for any employee or director who may
have inside or non-public information about any of our customers or clients or
any other company, to purchase or sell the securities of those companies.
These prohibitions apply to transactions for any Popular account, client account
or personal account. A personal account is any account in which you have a
financial or beneficial interest, or the power to affect or ability to influence
trading or investment decisions, either directly or indirectly. Personal
accounts typically include accounts of spouses, children and other members of
your household.
Also, inside information should not be disclosed to outsiders, since they might
make improper use of the information under the applicable securities laws and
regulations or might disclose it to other persons who might make improper use of
the information.
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When "tipping" others, you may be liable for insider trading, even if you do not
receive any monetary benefit from the tippee.
If you are uncertain about the legal rules involving your purchase or sale of
any securities issued by Popular or any securities in companies that you are
familiar with by virtue of your work for Popular, or if you believe you have
come into possession of inside information, you may not execute any trade in the
securities of the subject company without first consulting with the office of
the Chief Legal Officer, who will then determine whether such trade would
violate Popular's policy or applicable laws.
Directors and executive officers must be familiar and comply with the more
detailed requirements described in Popular's "Director and Executive Officer
Guide for Compliance with Certain Provisions of the U.S. Federal Securities
Laws."
PERSONAL INVESTMENTS IN POPULAR'S SECURITIES
Popular supports and promotes employee stock ownership. Investments in
securities issued by Popular for personal accounts, as defined under the section
Insider Trading, should be made with a long-term orientation and as part of a
broader investment strategy. For this purpose, you may take advantage of the
opportunities Popular offers through its various employee stock plans and its
Dividend Reinvestment Plan.
CONFLICTS OF INTEREST
A "conflict of interest" occurs when an individual's personal interest
interferes or appears to interfere with the interests of Popular. Conflicts of
interest are prohibited as a matter of corporate policy. In particular, an
employee or director must never use or attempt to use his or her position at
Popular to obtain any improper personal benefit for himself or herself, for his
or her family, or for any other person.
Various business areas have specific policies regarding potential conflicts of
interest. Moreover, additional rules are applicable to executive officers and
directors. You are responsible for knowing and complying with the Corporate
Guidelines on Conflicts of Interest, as well as with any other relevant policies
applicable to your business area.
Because it is impossible to describe every potential conflict, Popular must rely
on your commitment to exercise sound judgment. Should you become aware of a
conflict of interest or if you are concerned that a conflict might develop,
bring the matter to the attention of the Ethics Officer promptly. Furthermore,
please disclose to the Ethics Officer any material transaction or relationship
that could reasonably be expected to give rise to such a conflict. Examples of
the most common areas in which real or perceived conflicts of interest may arise
follow:
GIFTS AND ENTERTAINMENT
With certain exceptions, you may not accept gifts or other things of value,
including entertainment, from current or prospective Popular customers or
suppliers, particularly if
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by accepting you give the impression to others that your business judgment has
been or could be compromised. Similarly, you may not accept or allow your close
family members to accept gifts, services, loans or other things of value from
customers, suppliers or others in exchange for a past, current or future
business relationship with Popular. Popular and its various subsidiaries have
adopted guidelines relating to gifts and entertainment. You are responsible for
knowing and abiding by the guidelines that may be applicable to you.
OUTSIDE BUSINESS ACTIVITIES
Popular encourages your participation in unaffiliated non-profit and certain
for-profit companies or organizations. However, in order to avoid potential or
the appearance of conflicts of interest with Popular, you must notify the Ethics
Officer if you are a director, officer, employee, agent, consultant or advisor
in any such company or organization. If the entity is a competitor or vendor of
Popular or potentially one, you must specifically request the approval from the
Ethics Officer.
If, upon complying with this Code, you accept an appointment to an unaffiliated
entity, you must ensure the proper treatment of confidential information you
receive from such entity.
CORPORATE OPPORTUNITIES
Employees and directors owe a duty to Popular to advance Popular's business
interests when the opportunity to do so arises. Accordingly, you are prohibited
from taking or directing to a third party a business opportunity that is
discovered through the use of corporate property, information or position,
unless Popular has already been offered the opportunity and turned it down. More
generally, you are prohibited from using corporate property, information or your
position to compete with Popular or for personal gain.
Sometimes the line between personal and Company benefits is difficult to draw,
and sometimes there are both personal and Company benefits in certain
activities. The only prudent course of conduct for you is to make sure that any
use of Popular's property or services that is not solely for the benefit of
Popular is approved beforehand by the Ethics Officer.
RELATED PARTY BUSINESS DEALINGS
You must notify the manager of your area or the Ethics Officer of any business
relationship or proposed business transaction Popular may have with any company
in which you or a party related to you has a direct or indirect interest, or
from which you or your related party may derive a benefit, or in which your
related party is employed, if such a relationship or transaction might give rise
to the appearance of a conflict of interest. These could arise, for example, in
situations where Popular is buying or selling property owned by a member of your
family or a corporation you own or control.
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Directors and executive officers must be familiar and comply with the Audit
Committee's Related Party Transaction Procedures. These procedures require the
approval of the Audit Committee of Popular's Board of Directors before any
director or executive officer engages in certain transactions with Popular or
its subsidiaries.
PERSONAL FINANCIAL SERVICES
You are encouraged to use Popular as your provider of personal financial
services. These services will be provided on the same terms that they are
provided to all Popular employees. Any business arrangements between you and
Popular which are non-standard must have the prior approval of the manager of
your business area and the Ethics Officer. Likewise, unless preferential
treatment is available on the same terms to similarly situated persons, you
should not receive preferential treatment from suppliers, service providers or
customers without prior approval from the manager of your business area and the
Ethics Officer.
V. REPRESENTING POPULAR
FAIR DEALING
We have a history of success through honest business competition. We do not seek
competitive advantages through illegal or unethical business practices. You
should endeavor to deal fairly with Popular's customers, service providers,
suppliers, competitors and employees. You may not take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any unfair dealing practice.
You must deal with Popular's customers, suppliers, service providers,
competitors and employees without regard to race, color, religion, sex, age,
national origin, political affiliation, disability, or any other legally
protected status.
PUBLISHING, PUBLIC APPEARANCES AND MEDIA
Before publishing any material, making speeches, giving interviews, making
public appearances or responding to any inquiries from the media that relate to
Popular, please notify the manager of your business area and your local public
relations officer or designated individual.
DEALING WITH SUPPLIERS
Popular purchases all goods and services on the basis of price, quality,
availability, terms and service in order to make the best use of its assets and
deliver value to its customers and shareholders.
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Suppliers and service providers must comply with Popular's applicable policies
and agree to keep any relationship with Popular confidential, unless disclosure
is approved by an authorized representative of Popular. They must also comply
with applicable laws.
Persons engaged in procurement decisions for Popular must at all times be guided
by the best interest of Popular, void of any undue influence and must also avoid
any real or perceived conflict of interest or appearance of impropriety.
POLITICAL ACTIVITIES, CONTRIBUTIONS AND LOBBYING
You have the right to voluntarily participate in the political process. However,
you must do so as an individual, not as a representative of Popular. You may not
use Popular's property for any political fundraiser or other campaign activities
nor work on any such activities while on company time. Any overt, visible and
partisan political activity that could cause someone to believe that your
actions reflect the views or position of Popular requires the prior approval of
the Government Affairs Office. Furthermore, if you choose to contribute
individually to a political group or candidate, you must be familiar and comply
with the laws and regulations applicable to political contributions. Popular has
adopted a Policy on Political Contributions with which we must all comply. Any
questions regarding Popular's Policy on Political Contributions must be directed
to Popular's Government Affairs Office. You may not be required by Popular or
anyone in Popular to contribute to, support or oppose any political group or
candidate.
Any participation in a political process other than through Popular's Government
Affairs Office is to be undertaken as an individual - not as a representative of
Popular. In the event of an appointment to public office, public corporation or
government agency, through the Ethics Officer you must obtain the prior approval
from Popular's Board of Directors.
You may not engage in lobbying activities on behalf of Popular or its
subsidiaries without prior approval of Popular's Government Affairs Office.
Lobbying activities must be approved by Popular's Government Affairs Office.
VI. PRIVACY AND CONFIDENTIALITY
CONFIDENTIAL AND PROPRIETARY INFORMATION
In carrying out Popular's business, you often learn confidential or proprietary
information about Popular, its customers, suppliers or joint venture parties.
You must maintain the confidentiality of all information so entrusted to us,
except when disclosure is authorized or legally mandated. Confidential or
proprietary information of Popular, and of other companies, includes any
non-public information that would be harmful to the relevant company or useful
or helpful to competitors if disclosed. Your responsibility is to protect the
confidentiality of non-public information you obtain in connection with your
activities
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at Popular while working for Popular and continues after you cease your
employment or association with Popular.
PRIVACY OF CUSTOMER INFORMATION AND PROTECTION OF DATA
Keeping customer information secure and using it appropriately is a top priority
for Popular. Any confidential information shared by our customers with us should
be properly safeguarded. Furthermore, customer information may only be used for
the reasons for which it was gathered, unless further use is allowed by law.
Popular has adopted a Privacy Policy that details our commitments to customers
and the processes that define, document, monitor and manage the security of
information. You must be familiar with and comply with our Privacy Policy.
PRIVACY OF EMPLOYEE INFORMATION
We recognize that certain employee information may be private and confidential,
and are committed to the protection of this information. Confidential employee
information must not be shared or discussed outside Popular, except as
authorized by the employee or as required by law, rule, regulation or a subpoena
or order issued by a court of competent jurisdiction or requested by a judicial,
administrative or legislative body. Under any other circumstances, the Chief
Legal Officer must approve requests for such records from anyone outside
Popular.
VII. OTHER LEGAL AND COMPLIANCE MATTERS
The following discussion highlights a few other laws and issues of general
application, but does not attempt to cover every circumstance that may arise in
business transactions. When in doubt, you are urged to consult the Chief Legal
Officer.
ANTI-MONEY LAUNDERING / KNOW YOUR CUSTOMER
Popular is committed to assist governments, international organizations and
other members of the financial services industry in the struggle to close the
channels used by money launderers. Therefore, Popular requires its businesses to
develop and implement effective anti-money laundering programs to comply with
applicable law and to shield Popular from being used for money laundering
activities. You must know and comply with your business's specific anti-money
laundering policies and procedures. No business opportunity is worth
compromising our commitment to combat money laundering.
The USA Patriot Act and other laws and regulations impose specific requirements
for financial institutions to know their customers. You must follow Popular's
Know Your Customer Policy and any Know Your Customer policies and procedures
specific to your business.
You may direct any questions regarding Popular's anti-money laundering and
know-your-customer efforts to your AML Compliance Officer. Any unusual
activities regarding
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anti-money laundering or terrorism financing must be reported to your AML
Compliance Officer or, should you wish to make your report anonymously, to the
EthicsPoint hotline at www.bancopopular.com/ethicspoint-en for the English
version or www.bancopopular.com/ethicspoint for the Spanish version, or by
calling 1-866-737-6813 in Puerto Rico, the United States and U.S. Virgin Islands
or 1-866-737-6850 if you are elsewhere.
FINANCIAL HOLDING COMPANY REGULATORY RESTRICTIONS
The U.S. Bank Holding Company Act and other banking laws impose various
requirements and restrictions on the activities of Popular. In order to ensure
compliance, you must consult with the Legal Division of your particular business
unit in the event of proposed acquisitions, investments or the divestiture of
businesses or assets, as well as the interest to provide new products or
services.
VIII. CONCLUSION
It is our responsibility to protect Popular's integrity and promote its ethical
values. Each of us should be an example of Popular's corporate culture
representing the highest standards of ethics, integrity and morality. Therefore,
every year you will be required to read this Code of Ethics and certify that you
have read, understood and followed the same.
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