Code of Conduct

3. Key Requirements

Colleagues are required to uphold the following principles and behaviours when carrying out their duties on behalf of the Bank or representing the Bank in any way.

3.1 Key Principles

All Colleagues must, at all times act in accordance with the following overarching principles.

• Act with integrity

This is as simple as doing the right thing for the right motives and with a professional duty of care. Acting with integrity generates trust and respect from those we deal with, benefiting Colleagues and the Bank and our customers. Misleading or attempting to mislead others is an obvious example of behaviours demonstrating a lack of integrity. Failing to act when action is needed can also contravene this principle.

• Act with due skill, care and diligence

Colleagues must have the necessary skills, experience and capability to perform their role with due skill, care and diligence at all times. Colleagues, in conjunction with their line management, are responsible for identifying any gaps in competence and addressing them within agreed timescales. Where gaps are identified, alternative arrangements for the completion of tasks should be implemented until such time as they can always fully meet the requirements. Managers have an important role to play in ensuring that tasks are only delegated to Colleagues that are fully able to perform them. Colleagues should ensure they are properly qualified and able to undertake the work that they do and, if they have any concerns, speak to their line manager.

• Be open and co-operative with the FCA and other regulators

As our business model develops, we will be increasingly in scope of regulatory scrutiny from the FCA and potentially other regulators. As with all our professional dealings with external stakeholders and our shareholder, we must be open and co-operative with them. Colleagues engaging with regulators must, unless they have been explicitly instructed otherwise by the regulator, speak with Risk and Compliance in advance of their engagement to ensure that accurate books and records can be maintained.

• Pay due regard to the interests of customers and treat them fairly

The Bank is required to consider the interests of multiple different stakeholders, all of whom might be considered customers in the widest sense of the word. Colleagues must consider who our customers are, what, if any, obligations our relationships with them create, and pay due regard to each of their interests. Above all customers must be treated fairly and in a way that they would expect based on our communications and commitments to them.

• Observe proper standards of market conduct

‘Market’ here should be considered more broadly than financial markets such as the London Stock Exchange (as an example) and include activity related to the private purchase or sale of financial instruments or financial markets more generally. We may for example be in possession of confidential company information which may impact on valuation or government intentions toward financial markets policy. This Code expects Colleagues to treat such information appropriately.

• Act to deliver good outcomes for retail customers

We should act to deliver good outcomes for all customers while recognising in particular that we must not assume SMEs and individual retail customers have any significant financial knowledge. Even when we are not dealing directly with retail customers, the funds being used (whether taxpayer money, pension funds or other ‘institutional’ funds) will often have at the end of the value chain a set of individuals.

3.2 Behaviours Expected of Colleagues

By demonstrating certain attributes and behaviours we can better deliver the key principles. These should be considered minimum standards that we each aspire to exceed rather than merely meet.

All Colleagues are also expected to:

• Be honest – Colleagues must always act honestly in all their actions. This is perhaps most critical when things go wrong. Honest mistakes will happen – how we deal with them can define us. The Bank expects Colleagues to identify and admit mistakes promptly as they occur and work with others (not alone) to rectify them and put in place agreed processes that can mitigate the risk of them happening again.
• Be respectful – Colleagues must not discriminate against or harass partners, suppliers, stakeholders, other relevant third parties or other Colleagues or any other person with whom the Bank has dealings for any reason whatsoever. The Bank’s Diversity, Equity and Inclusion and Anti-Harassment and Bullying policies provide further details on this.
• Be impartial – Colleagues must not allow the way in which they meet their obligations to the Bank to be affected by changes of government or political persuasion but will approach each issue purely on its individual merits. Colleagues must also be wholly impartial in their dealings with other Colleagues and stakeholders avoiding any appearance of bias or favouritism. As a government-owned institution we must all be particularly mindful of whether external political activities are or may be perceived to be in conflict with this requirement to remain impartial and to seek advice if in any doubt. Colleagues considering seeking elected public office must discuss this in advance with the Chief Risk Officer and have any proposed candidacy approved through the declaration of interests process before standing. Standing as anything other than an independent candidate for elected positions is not compatible with working for the Bank. Political activism that might be perceived to be particularly prominent must also be discussed in advance with the Chief Risk Officer.
• Be objective – Decisions that Colleagues are involved in and recommendations that Colleagues make must be based on a rigorous analysis of the facts and implications of the available evidence.
• Manage corporate conflicts of interest – Colleagues must manage conflicts of interest between the Bank and its partners, suppliers, customers, stakeholders and other relevant third parties in accordance with the Conflicts of Interest Policy and any other relevant Bank policy and procedures.
• Manage personal conflicts of interest – notably relating to personal dealings in securities, outside interests, gifts and offers of hospitality. Colleagues must act in accordance with the Conflicts of Interest, Gifts and Hospitality and Market Abuse Regime (MAR) policies.
• Avoid misuse of the Bank’s assets and resources – Colleagues must take all reasonable measures to prevent the misuse of the Bank’s assets and resources for any other person’s benefit, whether knowingly or through negligence.
• Behave professionally and responsibly – Colleagues must exercise discretion when speaking outside the Bank on any subject relating to the Bank, unless authorised to do otherwise.
• Comply with the law, regulations and professional standards – Colleagues must comply with the laws, regulations and professional standards that apply to their professional activities at all times. In particular they must ensure that they meet any personal obligations imposed by law e.g. in relation to money laundering, including undertaking any training directed by the Bank.

3.3 Policies and Procedures

The Bank has a range of policies and procedures which set out the control objectives, principles and other core requirements for the activities of the Bank. The policies describe in more detail the rules everyone at the Bank is expected to follow. The Policies do not form part of the contract of employment of any Employee, but it is the responsibility of all Colleagues to be aware of the Policies that are relevant to their role. All policies can be found on the Bank’s Intranet.

3.4 Raising a Concern

The Bank is committed to maintaining a culture of openness and transparency. Actions contrary to the Code and instances where our values and principles are not being applied may damage the reputation of the Bank. If any Colleague witnesses or has concerns such activity is taking place, the Colleague should speak with their line management or a member of the HR team. The Speak Up Policy or Grievance Policy & Procedure or Anti-Harassment & Bullying Policy also provide further guidance. The Bank expects Colleagues to raise concerns over any breaches (or potential breaches) of this Policy and to co-operate with any investigation that may result.

If anyone witnesses or has concerns such activity is taking place, they should consult the Speak Up Policy. Individuals employed by external organisations should speak with their own employer in relation to any concerns that relate to them personally.