Norm on Minimum Content of the Code of Conduct for Directors, Managers, Internal Auditors and Employees

Resolution No. CD-SIBOIF-536-1-JUN4-2008
Date: June 4, 2008

NORM ON MINIMUM CONTENT OF THE CODE OF CONDUCT FOR DIRECTORS, MANAGERS, INTERNAL AUDITORS AND EMPLOYEES

The Board of Directors of the Superintendence of Banks and Other Financial Institutions,

CONSIDERING

I
That Article 40, item 1 of Law 561, General Law of Banks, Non-Bank Financial Institutions and Financial Groups (General Law of Banks), states that policies regulating the corporate governance of financial institutions must include corporate values, ethical standards of conduct, and procedures to ensure their compliance;

II
That Article 38, item 3 of the General Law of Banks establishes that the board of directors of banks shall have, among other responsibilities, the duty to ensure that public deposits are managed under criteria of honesty, prudence, efficiency, and professionalism;

III
That in accordance with the last paragraph of Article 38 of the General Law of Banks, the Board of Directors of the Superintendence of Banks and Other Financial Institutions may issue general application norms in which the manner in which some or all of the aforementioned responsibilities will be applied and executed will be established; this provision is applicable, by virtue of item 11 of the aforementioned Article 38, to the aforementioned Article 40 of the same Law;

IV
That in accordance with Articles 131 and 133 of the General Law of Banks, the provisions of Chapter I of Title II of the same legal framework are applicable to insurance companies and general warehouses;

V
That in accordance with Article 148 of the General Law of Banks, the provisions of Articles 38 and 40 are also applicable to special regime financial companies;

VI
That Article 123 of Law 587, Capital Markets Law, establishes that stock exchanges must establish internal regulations with conduct norms, mandatory for directors, representatives, advisors, and employees... Stock exchanges and investment and securitization fund management companies must also establish regulations in the same sense; empowering the Board of Directors of the Superintendence of Banks and Other Financial Institutions to issue norms on the minimum contents of these regulations;

VII
That item 1 of Article 10 of Law 316, Law of the Superintendence of Banks and Other Financial Institutions, published in La Gaceta Official Gazette No. 196 on October 14, 1999, reformed by Law 552, Law of Reforms to Law 316, Law of the Superintendence of Banks and Other Financial Institutions, published in La Gaceta, Official Gazette No. 169 on August 31, 2005, establishes that it corresponds to the Board of Directors of the Superintendence of Banks and Other Financial Institutions to issue general norms to strengthen and preserve public security and confidence in institutions under the supervision, inspection, surveillance, and auditing of the Superintendence;

VIII
That in order to strengthen and preserve public security and confidence in institutions under the supervision of the Superintendence and based on the legal authority granted by Article 211 of Law 587, Capital Markets Law, it is necessary that in addition to the institutions indicated in Consideration VI, securities depositories, clearing and settlement entities, and other entities regulated by the aforementioned Law, have a code of conduct for their directors, managers, internal auditors, and employees, so that the operations of the aforementioned institutions are carried out under criteria of honesty, prudence, efficiency, and professionalism;

In exercise of its powers,

HAS ISSUED

The following:

NORM ON MINIMUM CONTENT OF THE CODE OF CONDUCT FOR DIRECTORS, MANAGERS, INTERNAL AUDITORS AND EMPLOYEES Resolution No. CD-SIBOIF-536-1-JUN4-2008

CHAPTER I
CONCEPTS, OBJECT, AND SCOPE

Art. 1. Concepts.- For the purposes of this norm, the terms indicated in this article, whether in uppercase or lowercase, singular or plural, shall have the following meanings:
a. Senior Management: Members of the board of directors, general manager, and/or chief executive. b. Board of Directors: Board of Directors of the Superintendence of Banks and Other Financial Institutions.
c. Officials: Senior management, internal auditor, and other employees.
d. Institution or financial institution: Banks, branches of foreign banks, financial companies, insurance companies, general warehouses, special regime financial companies, stock exchanges, stock exchanges, investment fund management companies, securitization fund management companies, securities depository, clearing and settlement companies, and other entities regulated by Law 587, Capital Markets Law. e. General Law of Banks: Law 561, General Law of Banks, Non-Bank Financial Institutions and Financial Groups. f. Superintendence Law: Law 316, Law of the Superintendence of Banks and Other Financial Institutions, published in La Gaceta Official Gazette No. 196 on October 14, 1999, reformed by Law 552, Law of Reforms to Law 316, Law of the Superintendence of Banks and Other Financial Institutions, published in La Gaceta, Official Gazette No. 169 on August 31, 2005. g. Superintendence: Superintendence of Banks and Other Financial Institutions. h. Superintendent: Superintendent of Banks and Other Financial Institutions.

Art. 2. Object.- This norm aims to establish the minimum parameters and guidelines of the code of conduct that, in accordance with the Law, financial institutions must have, in order to promote sound financial practices and the conduct of business with the highest levels of integrity and rectitude.

Art. 3. Scope.- This norm is applicable to financial institutions supervised by the Superintendence.

CHAPTER II
RESPONSIBILITIES OF THE BOARD OF DIRECTORS

Art. 4. Approval of the code of conduct.- The board of directors of each financial institution shall approve a code of conduct for Officials, in order to ensure that they are aware of the conduct norms expected of them and behave with the integrity required by financial institutions.

Art. 5. Communication policy.- To ensure compliance with the code of conduct, the board of directors shall approve the corresponding communication, monitoring, and sanction application policy. At a minimum, such policy must contain the following aspects:
a. Require that all Officials, as well as all new ones at the time of their appointment or hiring, sign a declaration stating that they know the code of conduct and commit to complying with it. b. Assign responsibility to supervisors of the different departments to ensure compliance with said code and to answer inquiries from Officials regarding its application in specific cases. Any violation must be reported, and a centralized record of the same, as well as the corresponding corrective measures, must be maintained, under the responsibility of the human resources department or the discipline committee, or their equivalents.

Art. 6. Sanctions and information.- The code of conduct must establish the sanctions applicable for its non-compliance, including grounds for dismissal or termination of Officials.
Financial institutions must inform the Superintendent in writing about the dismissals or removal from office of senior management, internal auditors, and for other persons whose position importance or the amount or gravity of the infringement so warrants.

CHAPTER III
GUIDING PRINCIPLES

Art. 7. General aspects.- The code of conduct must include, at a minimum, the principles set forth in this Chapter, which, with the sole exception of the principles set forth in Article 9 of this norm, are applicable to all Officials of a financial institution.

Art. 8. Basic principles.- The code of conduct must include at least the following basic principles:
a. Integrity: All Officials to whom the code of conduct applies must perform their duties with integrity. In this regard, the code of conduct must contain norms that prevent behaviors where there is a deliberate intent to deceive, misinform, or confuse a client, the institution where they work, or the Superintendence, or to abuse confidential information or the assets of a client or the institution. b. Competence, care, and diligence: All Officials of financial institutions must exercise due competence, care, and diligence in the administration of the business of the institution for which they are responsible. In this regard, the code of conduct must contain norms that ensure the requirement to stay informed about the businesses for which they are responsible.
c. Transparency and collaboration with the Superintendence: All Officials to whom the code of conduct applies must relate to the Superintendence in a transparent and collaborative manner, and must appropriately provide the Superintendent with any information that he may require or expect to be facilitated even if not requested.

Art. 9. Principles applicable only to senior management.- The code of conduct, with respect to the senior management of the institution, must include at least the following principles:
a. The senior management of financial institutions must take reasonable measures to ensure that the business of the institution for which they are responsible is organized in such a way that it can be effectively controlled. b. The senior management of financial institutions must take reasonable measures to ensure that the business of the institution for which they are responsible complies with the legal and regulatory framework applicable to said businesses.

Art. 10. Principles aimed at avoiding conflicts of interest.- The code of conduct must contain principles aimed at avoiding conflicts of interest between Officials and the institution. In this regard, the code of conduct must regulate, at a minimum, the following aspects:
a. External financial or family interest: In the event that an Official has a financial or family interest up to the second degree of consanguinity or second degree of affinity in a client of the institution, whether it be owner, shareholder, creditor, or debtor, such interest must be reported immediately to the administration. From the time such a situation is known and while it persists, the Official must not be directly involved in the institution's business with the client. The above restriction does not apply to cases of holding securities listed on the stock exchange, unless the administration considers that the interests are material and may affect the objectivity of the employee in question. In any case, holdings of 5% or more of the capital or voting rights of a legal entity will be considered material. b. Other business interests: The code of conduct must establish provisions that regulate or restrict the conduct of business other than that of the institution during office hours.
c. Other employment: The code of conduct must establish provisions that regulate or restrict cases where the work commitments or economic activities of officials outside their working hours constitute unfair competition or a conflict of interest with the institution.
d. Representation of third-party interests: The code of conduct must establish provisions that regulate the appointment of Officials as representatives of interests (as executors, trustees, estate administrators, etc.) of clients of the institution. In these cases, it must be established that officials must communicate to the Board of Directors or the Chief Executive of the institution where they work such appointments. If such an appointment is made and the employee is a beneficiary of the estate, their authority to sign on the bank accounts of said estate must also be communicated to the Board of Directors or the Chief Executive of the institution where they work, and appropriate control measures must be taken.

Art. 11. Principles to avoid abuse of position.- The code of conduct, with respect to aspects to avoid abuse of position, must include at least the following aspects:
a. Regulate or restrict the use of the name and assets or facilities of the institution for the personal benefit of officials or in activities unrelated to the interests of the institution. b. Prohibit Officials from requesting or accepting, directly or indirectly, payments or compensation in cash or in kind, to grant favors or preferential treatment to a client in the granting of credits, the acceptance of deposits, or any other operation of the institution entrusted to them individually or collectively.
c. Regulate the use by Officials of their influence and the assets or facilities of the institution for speculative activities, whether for personal benefit or for friends or relatives. Prohibiting in all cases, reciprocal transactions of mutual benefit with the collaboration of Directors or employees of other financial institutions, in order to circumvent these regulations.

Art. 12. Principles regarding information obtained.- The code of conduct, regarding information obtained by Officials, must include at least the following aspects:
a. Prohibit trading in securities issued by an approved issuer or pending approval for trading on the stock exchange of said securities, at any time when they possess privileged information, obtained by virtue of their employment or affiliation with the institution, when such information is not generally available to the shareholders of said entity and to the public, since the information, if it were available in that manner, would likely cause a material change in the market price of the respective securities. b. Also prohibit any Official who possesses privileged information as described in the previous paragraph from exerting influence on any other person to trade in the corresponding securities, or from communicating such privileged information to any other person, including other Directors, officials, or employees who do not need to know that information to fulfill their duties in the institution.

Art. 13. Principles regarding records.- The code of conduct must include, to ensure that records are complete and accurate, at least the following:
a. Establish measures so that accounting records and reports are complete and accurate. In any case, Officials must never make records, or knowingly allow records to be made, in any account, report, or document of the institution, that are false or obscure the true nature of the transaction, or that lend themselves to confusing the true limits of authorization or authority to approve, applicable to such transactions. b. Establish measures so that all files, records, and documents of the institution, as well as archives and computer system programs, including personnel files, financial statements, and client information, are only accessible for the administrative uses for which they were originally established.

Art. 14. Principles on confidentiality.- The code of conduct must include, to ensure the confidentiality of communications and transactions with clients, at least the following:
a. Establish reasonable measures and precautions to protect the confidentiality of information about clients, transactions, and feasibility studies. No official shall, either during their affiliation with the institution or after it has ended, except in compliance with their duty under the Law, or with the written authorization of the institution, disclose or make use of any secret, correspondence, or accounts of the institution or its clients, as well as material whose copyright is protected. No official shall make use of such information for their own or third parties' financial benefit. b. Information about the institution's operations with any client, as well as private information obtained as a result of such operations regarding the client's business or financial position, may only be made available to third parties other than the Superintendence in the cases established in Article 113 of the General Law of Banks.

Art. 15. Principles to ensure fair and equitable treatment of all clients.- All business conducted on behalf of the institution with its current or potential clients, with other employees, and with those who have cause to resort to the institution, must be conducted with justice and equity. Officials must not be influenced by friendships or relationships, either in attending to a client's needs or in recommending such attendance. Such decisions must be made on a strictly objective business basis. All preferential treatment in transactions with shareholders, Directors, the Chief Executive or General Manager, and other officials and Managers, employees, or related interests must be avoided. Such transactions must fully comply with the Law and current Prudential Norms, be evaluated based on normal business criteria, and be completely documented and duly authorized.

CHAPTER IV
GENERAL AND FINAL PROVISIONS

Art. 16. Incorporation of the provisions of the norm on money laundering.- The code of conduct must include the provisions contained in Articles 55 and 56 of the Norm for the Management of Prevention of Risks of Money Laundering, Goods or Assets; and Terrorism Financing.

Art. 17. Repeal.- The provisions of Chapter VI, regarding the Code of Conduct for Directors, Managers, Internal and External Auditors, Employees, and Agents of the Norm on Suitability Requirements and Code of Conduct, for Shareholders, Directors, Auditors, Managers, Auditors, and Employees of Financial Institutions, Resolution CD-SIBOIF-217-1-AGOS30-2002, are hereby repealed.

Art. 18. Effectiveness.- This Norm shall enter into effect from its publication in La Gaceta, Official Gazette.

(f) A. Rosales B. (f) V. Urcuyo V. (f) Gabriel Pasos Lacayo (f) Roberto Solórzano Ch. (f) A. Cuadra G. (f) U. Cerna B. Secretary.

URIEL CERNA BARQUERO
Secretary of the Board of Directors SIBOIF