Codes of Conduct

Title of the PPR	Codes of Conduct
Authority Effective Date	Board of Governors 1 March 2007
History	The Board of Governors Resolution approved by Voting Without Meeting, on 1 March 2007
Related Policies and Information	By-Laws

CODES OF CONDUCT

GENERAL

Rule 1

This Codes of Conduct (“Code”) of the ECO Trade and Development Bank (“the Bank”) applies to the following categories of persons connected with the Bank:

a) Directors, Alternate Directors, Temporary Alternate Directors in their capacity as members of the Board of Directors;
b) The President and the Vice Presidents (“Bank officials”);
c) Officers and staff of the Bank (“Staff Members”); and
d) Experts and consultants engaged by the Bank, to the extent set out in their contracts.

Rule 2
Notwithstanding any other provisions of this Code:
a) Any Director or Alternate Director in his or her capacity as a member of the Board of Directors, may (i) receive and carry out instructions from the member, which appointed him or her, and (ii) while in service with the Bank, remain in service or employment with the member, which appointed him or her;
b) Any Temporary Alternate Director may (i) receive and carry out instructions of the

Director who appointed him or her, or in the absence of the Director, from the member which appointed the Director, and (ii) while in service with the Bank, remain in service or employment with the member, which appointed him or her.

Rule 3
Bank officials and staff members shall:
a) Discharge their duties solely with the interest and objectives of the Bank in view;
b) Not involve themselves in any conflict between their personal interests and their duty as Bank officials or staff members;
c) Conduct themselves at all times in a manner befitting their status as officials or staff members of an international financial institution;
d) Avoid any action, in particular any public pronouncement or personal gainful activity that may adversely reflect upon their status or on the integrity, independence and impartiality that are required by that status;
e) Always bear in mind the reserve and tact incumbent upon them by reason of their international functions; and
f) Exercise the utmost discretion in regard to all matters relating to the Bank both while they are officials or staff members and after their service with the Bank has ended.

Rule 4

Bank officials and staff members owe their duties entirely to the Bank and to no other authority, and shall not knowingly engage in any outside activity which is incompatible with the full and proper discharge of their duties and responsibilities to the Bank, or which may create any appearance or impropriety or prove a source of embarrassment to the Bank. In particular, Bank officials and staff members shall not:

a) In the performance of their duties with the Bank, accept instructions from or be influenced by considerations from any government or other entity or person external to the Bank;
b) Accept employment with or perform any service for any public entity other than the Bank, including a Government or any international institution;
c) Engage in self-employment or accept employment with, or perform services for, any outside private entity, whether as an employee, director or partner; or
d) Accept any remuneration from any government, entity or person in connection with their appointment or service with the Bank,
except to the extent a Bank official or staff member performs duties pursuant to terms of a secondment appointment, an assignment to external service, or during leave without pay for the purpose of performing such duties, or is otherwise specifically authorized to perform duties, including duties of an educational, research or honorary nature outside of the Bank’s working hours, by appropriate authority as follows:

i) the Board of Governors for the President;
ii) the Board of Directors for the Vice Presidents
iii) the President for all staff members.

CONFIDENTIALITY

Rule 5

A Director, an Alternate Director, a Temporary Alternate Director, a Bank official or staff member shall not at any time use information or materials not available to the general public obtained in the course of service with the Bank for the purpose of furthering a private interest or a private interest of any other person or entity. After their separation from the service with the Bank this obligation continues in accordance with the Bank’s Policy on Disclosure of Information and Confidentiality.

Rule 6

Each Director, Alternate Director, Temporary Alternate Director, Bank official and staff member shall rigorously observe all rules and procedures established by the Bank to protect confidential information.

BUSINESS AFFILIATIONS

Rule 7

a) Except as part of their official duties and responsibilities, a Bank official or staff member shall not exercise any responsibility with respect to a Bank transaction involving a former employer as (i) a recipient or beneficiary of Bank financing, investment guarantee or service, (ii) a guarantor of such financing, or (iii) a supplier of goods or services to the Bank.

b) A Bank official or staff member who is negotiating for, or has an arrangement concerning, prospective employment other than at the Bank shall not exercise any responsibility with respect to a Bank transaction in which the prospective employer has a direct or indirect financial interest. All such arrangements or negotiations shall be notified immediately to the General Counsel by that official or staff member.

Rule 8

Except to further the purposes of the Bank as determined by the Bank, a former Bank official or staff member may not, within one year after separation from the Bank, perform services for any other entity or person in respect to any matter in which the Bank has an interest or is a party and in which he or she has participated personally and substantially.

GIFTS AND HONORS

Rule 9

Bank officials and staff members shall not solicit and should refuse gifts from any source external to the Bank and its shareholders, in connection with their service with the Bank. Such gifts may be accepted only if refusal to accept would offend or embarrass the donor or the Bank and the gift is not of significant value. Any gift in excess of $50 shall be deemed to be of significant value and should be reported internally, in order to avoid any suspicion of conflict of interest or wrongdoing.

Rule 10

A Bank official or staff member may not solicit or accept decorations or similar honors from any source external to the Bank and its shareholders, for service to the Bank while in its service.

POLITICAL ACTIVITIES

Rule 11
Bank officials and staff members, in exercising their political rights shall refrain from participation in any political activities. Bank officials and staff members shall not publicly express opinions that may be detrimental to the image of the Bank and any of its member states.

Rule 12

A Bank official or staff member who becomes a candidate for or accepts appointment to any public office shall offer to resign from the Bank. Any such offer to resign by the President shall be submitted to the Chairman of the Board of Governors, and any such offer by a Vice President shall be submitted through the President to the Board of Directors.

FINANCIAL INTERESTS

Rule 13
Bank Directors, Alternate Directors, Temporary Alternate Directors, Bank officials and staff members shall not use Bank services, supplies or facilities for private gain nor shall they permit other persons to do so.

Rule 14

No Bank Director, Alternate or Temporary Alternate Director, Bank official or staff member shall accept a financial interest in any Bank transaction, whether by way of compensation, commission, favorable buying or selling arrangements, gift or otherwise.

INVESTMENTS

Rule 15
a) No Bank official or staff member shall purchase directly debt or equity securities of, or any interest in, any entity, or any of its affiliates, if such entity, or any of its affiliates, is:

i) an actual recipient of financing or of advisory or financial services by the Bank, including indirect Bank financing through a development finance company or other intermediary; or

ii) known to the Bank official or staff member to be under active consideration for such financing or services.

b) A Bank official or staff member may, however, purchase securities of, or an interest in, an entity even though such entity or one of its affiliates is an actual or prospective recipient of the Bank’s financing or services if the entity in which the investment is made is organized outside the Bank member states and does not have a significant portion of its assets, or conduct a significant portion of its operations, in those states.

Rule 16
No Bank official or staff member shall purchase directly debt or equity securities of, or any interest in, any entity, or any of its affiliates if such entity, or any of its affiliates:

a) is a supplier of goods or services (including consulting or construction services) to be acquired or financed by the Bank, or which is being considered as such a supplier;

b) is a financial institution from which the Bank is a borrower or to which the Bank is otherwise indebted; or

c) engages, directly or indirectly, in financial transactions with the Bank.

TRADING ACTIVITIES

Rule 17

Bank Directors, Alternate and Temporary Alternate Directors, Bank officials and staff members shall not deal in debt obligations issued by the Bank.

Rule 18

Bank officials and staff members, whose official duties and responsibilities include trading in foreign exchange, commodities or securities, shall not privately engage in the same activities for their own account. Additional instructions to that effect will be issued separately by the General Counsel and approved by the Management Committee comprising of the President and Vice Presidents.

Rule 19

Each Bank official and staff member shall immediately disclose to the General Counsel any personal financial or business interest

a) the purchase of which is prohibited by Rule 14, 15 or 16;
b) that might reasonably reflect unfavorably on or cause embarrassment to the Bank;
c) that might be in actual or apparent conflict with the Bank’s official or staff member’s duties; or
d) that might be affected by a matter with which the Bank official or staff member is dealing.

Each Bank official and staff member shall comply with any instructions of the General Counsel relating to the disposition of, or the exercise of rights in connection with, such financial or business interest.

Each Bank official and staff member on accepting employment, and by each June 30 thereafter, shall file a confidential statement with the General Counsel attesting that he or she has no financial or business interest not complying with these rules or with any instructions of the General Counsel with respect to such interest. On accepting employment, and by each June 30 thereafter, (i) each Vice President shall file with the President and the General Counsel a confidential written statement of all financial and business interests; and (ii) the President shall file a comparable statement with the Chairman of the Board of Governors.

SUBSTITUTION AGREEMENTS WITH CUSTOMERS

Rule 20

The employees cannot accept any inheritance or testament from the customers (if they are not one of the relatives or any other family member) directly or indirectly.

The employee cannot act as the guardian for the customer and cannot act as a substitute for him/her apart from the portfolio management transactions, cannot substitute to make him/herself authorized for the customer’s account.

INFORMATION CONCERNING THE BANK

Rule 21
Any type of production and trading information related with the bank, commission, waybill, invoice information given to the concerned including the information related with the customers and vendors, any type of accounting information, private commercial secrets, financial information, customer-employee information and all the information collected through the working period, materials, programs and documents, computer and telecommunication systems, hardware-software and all the other practices, all the work done by the employees during the working period, the information that is considered to be confidential by the organizations in which the Bank is related with or by the Bank’s partners’ partner organizations, the products and the legal agreements done with the third parties are confidential and they are under the ownership of the Bank. Using the above mentioned documents, information or tools for personal and private interests or on behalf of the third parties, for the benefit of other organizations is strictly prohibited during the working period in the Bank or any other time afterwards, except in circumstances in which using them is permitted by the President and the responsibilities of the work necessitate using them.

INFORMATION TRADING BANK

Rule 22
It is strictly prohibited for the employees having all kinds of confidential information concerning the Bank, customers or their transactions, to use this information in purchasing or selling the financial instruments (stock share etc.) and make personal advantage or transpose this information to third parties. That principle is valid for all the information that the employees gain through their work.

INFORMATION SYSTEMS

Rule 23
Whatever the purpose is (related to business or personal affairs), any software that is developed or supplied for the Bank cannot be used and reproduced without permission.

CONFIDENTIALITY OF ELECTRONICS OR OTHER INFORMATION

Rule24
It is important for the employees not to use the equipment, system or e-mail system of the Bank to prepare, store or send personal and private information. In case of using them they will be regarded as surrendering the confidentiality of their personal information and employees responsible for the inspection and security of the Bank will have the right to investigate such information.

FINANCIAL INFORMATION

Rule 25

All the records of the Bank are made in accordance with the accounting principles which are accepted as reflecting the true reality. All the transactions, controls, loans and credits, profits and expenses must be recorded and reported as they should be. No off the record or confidential agreement and contract can be made, no profit or asset can be gained, no fictive or misleading record can be made concerning any of the transactions or accounts.

SALARIES

Rule 26

It is strictly forbidden to give verbal or written information about the salaries paid to the employees of the Bank or the changes in salaries.

REPORTING

Rule 27

It is a principle to make all the reporting that must be done legally concerning the Bank’s financial situation, the operations’ relevance to the laws and similar subjects accurate and thorough. It is strictly forbidden to conceal such information from the inspectors or authorized institutions and to make any alterations on the information.

MEDIA SEARCH AND INTERVIEW REQUESTS

Rule 28

Any type of interview or clarification requests that will be used by the media (newspaper, journal, tv. etc.) will be coordinated and answered by the President or someone appointed by the President of the Bank. Employees cannot make any explanations concerning the Bank to the written, verbal or visual media. It is necessary to have the written permission of the Human Resources Department for making speeches in meetings such as congresses, conferences, seminars organized by others, being a panelist or making presentations. It is not permitted to prepare and publish any article or picture by using the titles in the Bank without consent.

RELATIONS WITH CUSTOMERS

Rule 29

The employees cannot act in place of customers regarding the issues of the Bank. They cannot make any transactions in place of them that will be detrimental for the Bank.

Communication
The employees must refrain from giving wrong, misleading and exagerrated information on their communication with the customers or the other institutions, in absolute terms.

Quotation

All the employees are supposed to obey the arrangements within the Bank and the legal obligations in quotation of all the products and services.

Customer Grievances
All kinds of grievances of the customers about the Bank’s services and products must be directed to the required places rapid and accurately. Any type of grievance which is extraordinary and that serious to affect the prestige of the Bank must be directed to the Department Heads without delay.

Informal Customer Relations
It is strictly forbidden to help customers in executing any transactions which are illegal.

Formal Investigations Concerning Customers
Information requested by the authorized institutions regarding the customers can only be given with the consent of the President of the Bank.

Transactions Against the Competition Laws

The employees cannot take part in any agreement that will affect the quotation and marketing policies with the rivals.

LEGAL ISSUES

Rule 30
The employees must inform their Managers and the Human Resources Department in a written format and without delay in case of being included in any legal or official investigation, being arrested, being taken to investigation or being imprisoned, whatever the reason can be (taken to be listened as the witness or as the offender).

If it is not legally required, the employees cannot give evidence concerning the subjects that might affect the prestige, continuity of the Bank and the ongoing business, cannot sign any defenses prepared as a request of the third parties.

HUMAN RESOURCES

Rule 31

The main principle is to implement the legislation rules that arrange the working life and to develop commitment of the employees with the utmost productivity in accordance with the mutual good will principles. Hence, all the policies and procedures (equal rights, performance appraisal, salary and side benefits, all the issues concerning recruitment) concerning the employees are developed by the Human Resources Department in accordance with legal arrangements.

The principles of the Discipline Procedure are applied in case of employees’ antagonist acts concerning the code of conduct, the instructions of the supervisors and acts against the law.

FINAL RULES

Rule 32

All the detailed information regarding the human resources applications is mentioned in the related policies and procedures. All the employees have the responsibility to read these documents.

IMPLEMENTING ORDERS

Rule 33
The President, in consultation with the General Counsel and with (i) the Board of Directors on matters involving the Vice Presidents and (ii) with the Chairman of the Board of Governors on matters involving him or her, may adopt orders implementing and clarifying the provisions of this Code and establishing procedures for its application.