Policy Guidelines

January, 2018

National Integrity Strategy implementation Cell

Head Office, Dhaka
 Table of Contents
1.0 Preamble .................................................................................................................... 1
2.0 Introduction..................................................................................................................2
3.0 Stakeholders ................................................................................................................ 2
3.1 Government and Regulators ..................................................................................... 2
3.2 Investors, Beneficiaries, Analysts/Researchers and External Auditors ........................3
3.3 Customers and Clients .............................................................................................. 3
3.4 Staff and staff associations/clubs ............................................................................... 3
3. 5 Others .......................................................................................................................3
4.0 Basic professional and institutional obligations............................................................. 3
4.1 Code of Conduct for Employers.................................................................................4
4.2 Some specific compliance guidance .......................................................................... 4
4.3 Serving Customers and the Stakeholders ..................................................................5
4.4 Service Provider ........................................................................................................5
4.5 Encouraging people for knowledge and skill enhancement .......................................6
4.6 Delivering to Partners ............................................................................................... 6
4.7 Being Proactive ......................................................................................................... 6
4.8 Working in Teams ..................................................................................................... 6
4.9 Respecting Each Other and reciprocity ...................................................................... 7
4.10 Guarding against Arrogance ................................................................................... 7
5.0 Responsibility ............................................................................................................... 7
5.1 Responsibility to Shareholders ................................................................................. 7
5.2 Responsibility to Customers ...................................................................................... 7
5.3 Responsibility to Community/Society ....................................................................... 8
5.4 Commitment to the Environment ............................................................................. 8
6.0 Property and Information of the Company ................................................................... 9
6.1 Property of the Company .......................................................................................... 9
6.2 Information Security ................................................................................................. 9
6.3 Invisible Property ..................................................................................................... 10
6.4 Intellectual Property of Others ................................................................................. 10
6.5 Company’s Information ........................................................................................... 11
6.6 Customer Information ............................................................................................ 11
6.7 Information of Government Agencies’ .....................................................................11
6.8 Employee Information ............................................................................................ 11
6.9 Suppliers’ Information ............................................................................................ 11
7.0 Use of Position ............................................................................................................ 11
7.1 Private Gain: ............................................................................................................ 12
7.2 Endorsement: .......................................................................................................... 12
8.0 Conflicts of Interest ..................................................................................................... 12
9.0 Engagement in Other Employment ............................................................................. 13
10. Private Trade or Employment ......................................................................................14
10.4 Procedure for Applying in Outside Employment: ................................................... 14
10.5 Teaching, Speaking & Writing ............................................................................... 15
11. External Pressure/Approach to Member of Parliament, Political Leader, Board Members etc………………… 15
12. Acceptance of Gifts and Foreign Awards ...................................................................... 15
13. Fair Treatment of Counter-parties ...............................................................................16
14. Anti-Money Laundering ...............................................................................................16
15. Accuracy of Records and Reporting .............................................................................17
16. Fraud, Theft or Illegal Activities.................................................................................. 17
17. Working Environment .................................................................................................17
17.1 Health & Safety ..................................................................................................... 18
17.2. Workplace Environment .......................................................................................18
18. Team Work .................................................................................................................18
19. Diversity ...................................................................................................................... 18
20. Employees' Grievance..................................................................................................18
21. Compliance with Laws, Rules and Regulations ............................................................ 19
22. Fair & Equal Employment Opportunity ....................................................................... 19
23. Harassment .................................................................................................................19
24. Zero Tolerance to Violence Whistle Blower in the Workplace ..................................... 20
25. Special Responsibilities of Superiors ............................................................................20
26. Fair Treatment of Customers .......................................................................................20
27. Privacy and Security of Clients/Stakeholders Information ........................................... 21
28. Transparency and Accuracy of Financial, Tax and other Reporting .............................. 21
29. Interaction in Print, Electronic and Social Media ......................................................... 22
30. Guidelines for ‘Speak Up Policy’...................................................................................22
31. Personal Investments and Insider Trading ...................................................................22
32. Arranging Seminar / Workshop / Training ................................................................... 23
33. Automation / Digitalization of Business Process.......................................................... 23
34. Employee Conduct outside the Office Premises .......................................................... 23
35. Grooming, Etiquette and Compliance with the Dress Code ......................................... 24
36. Post-Employment Activities and Responsibilities ........................................................ 24
37. Responsibilities of Ethics Committee to Uphold the Code of conduct ......................... 24
38. Recognition & Award ...................................................................................................25
39. Disciplinary Procedures and Actions ............................................................................25
40. Compliance with the Code of Conduct .........................................................................25
41. Amendments or Modifications to and Dissemination of the Code of Conduct ............ 26
1.0 Preamble

This Code of Conduct is a statement of the Company’s commitment to integrity and the
highest standards of ethical practices. It defines the standards of conduct that is expected
from all employees in order that the right decisions are taken in performing roles and
responsibilities across various functions of Phoenix Finance & Investments Limited (PFIL).
The Code is intended to be the charter for day-to-day work to enable employees to make
the right decisions and, therefore, serve to (1) underline the fundamental commitment to
compliance with regulatory guidelines and laws of the Country (2) set forth basic
parameters of ethical behavior (3) establish a system for detection and reporting of known
or suspected ethical or violations of regulation.
The code of conduct sets the principles for the stakeholders- Members of the Board of
Directors and its committees, employees of all levels and categories of PFIL, business
partners and service providers and receivers to and from PFIL to keep uphold and promote
the interests of PFIL.
The principle objective of this set of code of conduct is to protect the interests of
customers, owners and employees, stakeholders of PFIL as well as the counterparties, in
addition to the wider interests of the society as a whole. This document is also vesting the
responsibility of compliance of the codes set herein along with abidance of legislation,
regulation and industry/employer codes and standards on all concerned in PFIL.

This guideline intended to comply compulsorily by PFIL while conducting their businesses.
The ultimate and firm objective is to ensure integrity, high ethical standards, due skill, care
and diligence in all of their business and allied activities, including the stakeholders. PFIL
take reasonable care and measures to organize manage and control their dealings and
affairs responsibly and effectively, with adequate risk management systems and financial
resources.

PFIL must effectively employ the resources, policies and procedures, processes, systems
and control checks, including compliance checks and staff training that are necessary for
compliance with and proper understanding of this guideline. Another objective of the
guidelines is to promote rationale behavior between/amongst PFIL and their stakeholders.
Practicing such code of conduct may also promote fair competition among institutions and
strengthen the banking and financial environment in the country. This guideline will be
treated as a minimum requirement but not limited to this instruction given.

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2.0 Introduction

All individuals working in the PFIL, including affiliates in research and development, and
training in the country as employee or in any other form of stakeholder under legal or
institutional provisions/ arrangements must act with integrity i.e. in an honest, fair and
legitimate manner. Their activities must fully be customer service oriented and clearly be
motivated by integrity and ethics, of course, in full conformity with the legal and regulatory
requirements.

All respected Members of the Board of Directors and its committees, employees of all
levels and categories of PFIL, business partners and service providers and receivers to and
from PFIL are expected to display the highest standards of professionalism and
commitment to ethics and integrity in all of their conducts. It is also strongly expected that
they all in every act and at all times would pay due respect, care and consideration to
others and putting the public interest first.

Directors of Board, members of different Committees of the Board and Management of

PFIL are individually and collectively remain committed and responsible to excel the
practice of corporate governance principles in their institutions and activities by placing
due attention and weights on the compliance of best ethical standards and integrity as
recommended by the regulators for enhancing their internal and external credibility and
establishing transparency.

This Policy-Guidelines on Code of Conduct needs to be read and or referred along with the
CHAPTER-IX ‘9.0 General Rules of Conduct and Discipline’ of the Service Rules of PFIL; and
associated policy manuals of PFIL, as appropriate.

3.0 Stakeholders

3.1 Government and Regulators

a. Ministry of Finance (MOF);

b. Bangladesh Bank (BB);
c. National Board of Revenue (NBR);
d. Bangladesh Securities and Exchange Commission (BSEC);
e. Bangladesh Investment Development Authority (BIDA);
f. Comptroller and Auditor General of Bangladesh etc

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3.2 Investors, Beneficiaries, Analysts/Researchers and External Auditors

a. Shareholders and market investors;

b. Business community, including chambers, associations and business clubs;
c. Rating agencies and the users of ratings;
d. Financial analysts/financial professionals;
e. External Auditors;
f. Brokers and dealers in shares, securities, debentures etc,

3.3 Customers and Clients

a. Customers and users of goods/products and services;
b. Suppliers-both backward and forward linkages; and
c. Service providers and receivers of all categories.

3.4 Staff and staff associations/clubs

a. Employees of all levels;

b. Trade Unions/Welfare Associations;
c. Consumer Welfare Associations;
d. Other interest groups such as ethicists, environmentalists, gender welfare
groups, etc.

3. 5 Others
a. Civil society-elite groups;
b. Social Media-print and electronic;
c. Authorities of related books and journals, and advertising Agencies;
d. Brokers and dealers;
e. Whole sellers and retailers;
f. Agents and facilitators; and
g. Stockiest and Transport and Courier Companies

4.0 Basic professional and institutional obligations

Every employee must perform their assigned job with utmost honesty and integrity for
attaining and upholding public attention and customer/users and stakeholders’ confidence,
along with highest professional attitude and aptitude. Each member of all categories must be
firm in their performance for the benefits of PFIL and must avoid conflict of interest, in all
respect.

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4.1 Code of Conduct for Employers

PFIL and its Management to ensure a pleasant working environment & culture of
governance where employees will be trained for required skills to accomplish their clearly
defined responsibility & accountability with transparent evaluation making them loyal to
achieve the Company's goal - embedded with goodwill & reputation.

PFIL shall have well set and well defined compensation package, clearly set goal orientation, as
well as performance-led job description for employees of all levels. PFIL shall ensure the scope
for both professional and career development of the employees. Such an environment with well
designed strategic and logistic support would reinforce the satisfaction of the employees, which
will ultimately make them loyal to the organization and its culture.

Working environment as well as procedures in the PFIL must be well designed and well
maintained so as to make it reasonably and promptly responsive to the customer needs,
along with compliance of legal and regulatory requirements. Hence, the employees should
therefore be made well-trained and well mannered in order for discharging their jobs
efficiently, which will eventually enhance the goodwill of PFIL and thereby, expand the
customer base and market share. Importantly, to motivate the employees towards the goals
of the organization and enable them to perform to the best of their levels, responsibilities
be clearly defined and carefully be allocated along with requirements and procedures for
accountability and performance reporting and evaluation.

4.2 Some specific compliance guidance

All stakeholders of PFIL will act in a professional way to ensure highest standards of honesty,
trust, fairness, integrity, values & diligence complying with all regulatory & legal
requirements.
Particularly:

a. At all times the stakeholders will act in a professional and ethical way, and
uphold the highest standards of honesty, trust, fairness, integrity and diligence;
b. Every stakeholder will consider the risks and implications of their actions and in
principle, should feel accountable for them, and for the potential adverse
impacts;
c. All stakeholders will take firm promise to comply with all current regulatory
and legal requirements, and adopt endeavor to follow best industry practices;
d. All information be used and handled with best care and due diligence be
applied to ensure highest confidentiality and preserving sensitivity;
e. Prevent and avoid potential conflict of interest that may arise and influence
one whilst he/she performs;

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 f. Serve customers, colleagues and counterparties with due care. Respect their
desires and serve them with responsibility if they asked for, or help them
voluntarily;
g. Set the service standard for the organization that reflects professionalism that
also expresses values and attitudes, as well as positive behaviors;
h. Equip employees to carry out their duties with due regards to the technical and
professional standards expected by qualified customers. Encourage the staffs
continuously to develop and maintain their technical and professional
knowledge and level of competence; and
i. Train and encourage the staff/officials to act with complete integrity towards
customers, colleagues, counterparties and others with whom they may come
into contact.

The ethical conduct of all employees of PFIL and the reputation of the profession depends
largely on their approaches and attitudes at all levels. Standards of integrity, ethics and
professionalism cannot be created or maintained by written rules alone, rather this depends
upon the integrity and behavior of those engaged as professionals in the industry. Thus the
responsibility of management is to adopt and uphold integrity and professional ethics in
their respective activities and service standards.

4.3 Serving Customers and the Stakeholders

PFIL will ensure providing effective & efficient products/ services based on customer's need
with fair, clearly defined & understood -manner that has passed legal & regulatory
requirements/ norms.

For ensuring standardized services and ethical business development, management should
identify existing and potential users, side by side with the selection of service providers at
various levels. Efficient and effective selection and categorization would enable the
management to make proper business plan.

4.4 Service Provider

As a faithful service provider, PFIL will:

a. Analyze and determine customer base and review and understanding their
needs effectively;
b. Add in and provide product and service excellence with integrity and sincerity;
c. Provide with secured and advanced banking facilities-products and services;
d. Be fair and well-committed in serving the customers and stakeholders;
e. All services sold or served be passed - through the legal and regulatory processes;
f. Each type of stakeholders’ involvement and concern be clearly defined
and understood.

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4.5 Encouraging people for knowledge and skill enhancement

Employees get opportunities for professional development and ensure objective

Performance Evaluation by the way of applying PFIL’s Values & Principles consistently.
Particularly:

a. Providing opportunities for professional development;

b. Evaluating performance objectively; and
c. Applying PFIL’s values & principles consistently.

4.6 Delivering to Partners

Committing good corporate governance, protecting intellectual property & reputation

and strengthening competitive behavior, PFIL & its employees will ensure:

a. Adherence to good corporate governance practices;

b. Protecting intellectual property;
c. Protecting reputation of PFIL; and
d. Strengthening competitive behavior.

4.7 Being Proactive

PFIL will encourage its employees in:

a. Anticipating and embracing changes;

b. Encouraging and rewarding innovation responsibly; and
c. Maintaining and sharing accurate and useful information.

4.8 Working in Teams

PFIL will arrange disposal of the work/jobs through Team Work as follows:

a. Each individually and make others accountable for every action;

b. Refraining from favoritism and biasness;
c. Extracting merit/ value from different perspectives;
d. Working jointly and collectively; and
e. Acknowledging and appreciating magnitude for both individual and team
contributions.

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4.9 Respecting Each Other and reciprocity

Respecting Each Other and Reciprocity, PFIL:

a. Recognizes and respects human dignity;

b. Provides/establishes a working environment free of harassment and
intimidation;
c. Complies with social and occupational health & safety regulations; and
d. Protects organization from damage/ loss of physical assets.

4.10 Guarding against Arrogance

a. Celebrates successes and achievements with modesty;

b. Meets the legitimate expectations of stakeholders; and
c. Expresses personal identity with dignity, courtesy and tolerance.

5.0 Responsibility

5.1 Responsibility to Shareholders

a. PFIL preserves the lawful benefits and interests of their shareholders;

b. PFIL makes utmost endeavor to maximize profit and increase payout ratio for
the stakeholders; and
c. PFIL makes best effort to maximize company profit and manage the same
ethically and properly.

5.2 Responsibility to Customers

To satisfy the customers’ needs efficiently, PFIL requires to:

a. Understand and honor the customers’ needs, as well as serve them

indifferently, promptly and honestly;
b. Ensure complete secrecy of customers’ affairs/ account information at all times
unless asked by any competent court or any other lawful authority;

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 c. Issue notice with reasonable time in case of closure of accounts for any
legitimate reason(s);
d. Provide customers with requested account statement accurately and promptly;
e. Keep the customers updated regarding any suspicious operations in his/her
account;
f. Exercise due diligence in the operation of customer accounts; and
g. Keep customers fully informed with all Banking and Financial Products.

5.3 Responsibility to Community/Society

PFIL must comply with the recognized/established legal, regulatory, as well as

social/community norms, customs and values.

5.4 Commitment to the Environment

Environmental and climatic protections are among the most pressing global challenges of
the time. Environmental and social risks are seriously taken into consideration before
Lending/ Financing of PFIL. Emphasizing on the areas of energy and climate change while
lending, Directors/Employees would support the process of sustainable economic growth
of the country. They must have firm commitment to choose and do the right things,
along with the compliance of legal requirements. They must consider structural and non-
traditional risk management options that inherent to Banking and other Financial
activities side by side with the management of traditional financial risks, such as
credit risk, market risk and operational risk etc. Risks inherent to environmental and
social events/activities also need to be taken into consideration. Therefore, employees
are strongly recommended to follow all relevant risk-management guidelines &
procedures on their day to day activities.

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6.0 Property and Information of the Company

6.1 Property of the Company

Key responsibility of PFIL is to protect and safeguard the Bank’s property, not to use it
for personal purpose/gain and abide by the followings:
a. An employee of PFIL will follow the operational and IT security manual
meticulously while using property of the organization;
b. He/she needs to ensure the fair value of assets while these are acquired or
disposed-off, if an employee works as member of asset acquiring/disposal
committee.
c. He/she shall not participate in the name of other person in the supplying of
materials to the Company or selling PFIL’s old assets.
d. He/she shall protect the pilfering, stealing, embezzling or misappropriating
money, funds or anything from PFIL.
e. He/she shall apply own judgment and ethical concerns in using Company’s
property i.e. phones, electronic mail or computing systems etc. for personal
requirement
f. He/she shall refrain from using the Company’s Letter Head for personal
correspondence.

6.2 Information Security

PFIL shall take reasonable care to keep secure their information from unauthorized
disclosure and exchange. Any confidential information it receives on clients, or any
details of the transactions of its clients shall be preserved with utmost security. Unless
asked by any lawful and competent court/authority, exchanging or disclosing of
information will be treated as a serious violation of ethical standard, and shall be treated
as a breach of contract & violation of conduct.

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6.3 Invisible Property

a. An employee shall not use the corporate brand and goodwill of the PFIL for non-
official purposes like taking house rent, renewal of car license, buying own flat and
other assets.

b. An employee shall not use his/ her official designation for any personal gain.

6.4 Intellectual Property of Others

PFIL or its employees shall be cautious about the intellectual property rights of others.
For example, he/she shall not provide performance report of one customer to other, not
use logo of third party in purposes which are not allowed in the franchise agreement and
not use the CIB report of third party and refrain from plagiarism of other Bank's/NBFI’s
credit analysis for personal gains or purposes.

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6.5 Company’s Information

While performing the official task, an employee of PFIL may have access to information
that is not generally available to the public or that is considered confidential for
managerial or administrative purposes. This may include information related to
Banks/NBFIs, customers, suppliers and current and former employees, as well as system-
and Bank/NBFI-related information. He/she shall not disclose this information unless
authorized by competent authority.
An employee of PFIL shall not provide any information to third party without prior
approval of competent authority. He/she shall not disclose the unpublished and sensible
information of the institution related to its performance, strategy, system, policies etc.
6.6 Customer Information
No employee of PFIL shall accede to or use customers’ information excepting related
business purposes. He/she shall protect the confidentiality and security of customers’
information.

6.7 Information of Government Agencies'

No employee of PFIL shall disclose any information of government agencies like - ACC,
NBR, BB, BSEC etc. without prior approval of that competent authority.

6.8 Employee Information

All employees of PFIL shall keep all information of the organization, either current or
old, secret and confidential.
6.9 Suppliers’ Information
All employees of PFIL shall keep information about the purchase of goods or services
confidential. Price quoted, methods, business policy etc. of the vendors should not be
disclosed.

7.0 Use of Position

The officials in all positions of PFIL shall have to abide by this Code of conduct for the
sake of both institutional and national integrity. It is expected that an official shall use
his/her position and delegated power to do his/her jobs appropriately. Any deviations of
this shall be treated as abuse of position and power. Generally such deviations are found
out for following two reasons:

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7.1 Private Gain:

An employee is supposed to exercise his/her power attributed to his/her position for the
benefit of the institution as well as the country. But it becomes injurious and illegal if the
exercise of his/her power relating to his/her position is led towards personal benefit. It is
tantamount to corruption or misuse of power and position and it is quite contradictory
to national integrity. Therefore, the use of position of any employee of PFIL for any
private gain is strictly prohibited.

7.2 Endorsement:

The endorsement of one’s position is also similar to the abuse of position. Sometimes,
dignitaries may not directly take any benefit by using their power and position. However,
they may pave the path for benefits for other persons by making such unlawful use and
authorization of position and power. The aim of a dignitary should be serving the people
or nation without bias. If any activity makes his/her own people benefited unusually and
thereby frustrates the others, it shall be treated as partiality and nepotism. So, a
dignitary of PFIL must not be involved in such activities.

8.0 Conflict of Interest

8.1 The conflict of interest is often a very strong hurdle on the way of implementation of
good conduct as well as national integrity strategy. When an employee thinks of his/her
personal interest from his/her official position, a question of conflict of interest arises.
The statute allows him/her to serve his/her own gain, or interest at the cost of
employing institution or the state. It is a statutory as well as an ethical obligation for an
employee to keep himself/herself away the personal interest. The apparent causes or
reasons behind such a conflicting situation may include the followings:

a. Dissatisfaction with salary and remunerations;

b. Unpleasant working environment;
c. Lack of opportunities for promotion, or deprivation from promotion;
d. Undue influence and/or pressure from others;
e. Greed to or from colleagues and employer; and
b. Lack of job security.

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8.2 Whatsoever the circumstances, the employees of PFIL must avoid the conflict of interest
as long as they hold positions in the Organization. Availing any kind of undue or illegal
benefit/facilities irrespective of forms, shall be treated as deviation from the required
standard of services. So, to keep the employees of PFIL refrained from such a trap of
conflict of interest, management of PFIL shall administer the employees’ affairs legally &
ethically, and compensate them reasonably. All employees of PFIL shall have to refrain
from doing the followings:

a. Performing his duties with a view to preserve/protect his own benefits at the cost of
PFIL.
b. Involving in any kind of financial activities relating to his personal gain.
c. Giving any advice, consultancy, direction or suggestion to anybody or to any
institution that may cause for losses to PFIL;
d. Any practice/exercise that may benefit him at the cost of PFIL's assets either
monetary or non-monetary;
e. Doing anything that may damage the goodwill, image and reputation of the
Institution;
f. Doing anything that may hamper the secrecy and privacy of any affairs/information
of the Company;
g. Involving or taking part in any business dealing like share holding, profit sharing,
partnership of any business company or manufacturing industry or servicing centre
for their personal benefit;
h. Getting any unusual or illegitimate benefits directly, or indirectly for himself/herself
and family or family members, and relatives either explicitly, or implicitly by
disguising identity;
i. Receiving any charitable contribution from others and/or make any charitable
contribution to his family members and relatives if those charitable contributions
are made by/under his power and position;
j. Receiving any gift (in cash or kind) from those who are directly benefited or assisted
by PFIL or by his power and position.

The above noted issues are least in the list, but not exhausted. Any unusual act
make/done by the employee(s) shall be considered within the trap of conflict of interest
and be reviewed within the purview of offences.

9.0 Engagement in Other Employment

Any employee of PFIL shall not:

a. Engage him/her in any commercial activity or pursue such activity either on his
own account or as agent of others;
b. Accept any outside employment, honorary or stipendiary, without prior approval/
consent of the Competent Authority/Human Resources Division (HRD) of PFIL;
c. Undertake part time work except those, which may be requested to be accepted
or undertaken by the Competent Authority/HRD of PFIL.

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10. Private Trade or Employment

10.1 Subject to the other provisions of this Code of conduct, no employee of PFIL shall,
except with the previous permission of the competent authority, engage in any trade or
undertake any employment or work, other than his/her official duties.

10.2 Any employee of PFIL below officer rank may undertake/run a small enterprise which
absorbs only his/her family members. However, in such cases he/she must inform this
to the Competent Authority/HRD of PFIL along with the declaration of assets.

10.3 Any employee of PFIL may undertake honorary work in social, religious or charitable
organizations and also may engage in occasional work of a literary or artistic
character/nature, which may include publication of one or a few literary or artistic
works, provided that his/her official duties do not hamper/suffer thereby. But the
Competent Authority of PFIL, at any time, may forbid him to undertake it or ask to
abandon it if there is valid reason/s to do so.

10.4 Procedure for Applying in Outside Employment:

Eligible application from temporary or permanent employees of PFIL for outside
employment shall be dealt with on the basis of the following principles:-

i. a) Application for appearing in the competitive examinations of Bangladesh

Public Service Commission and in other government, semi-government
entities/ institutions including state owned/specialized banks, private
Banks/NBFIs and other public/ private entities/ institutions shall be
forwarded.
b) Applications for employment in International Organizations where
Bangladesh is a member and for employment under Foreign Governments
shall be forwarded and provided that all such applications are processed
through the concerned/competent channels of Government of Bangladesh.
ii. Applications from all categories of employees of PFIL for employment in the
autonomous bodies including public and private university shall be forwarded.

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 iii. Any application for outside employment which does not fulfill the above
conditions shall not be forwarded.
iv. In case of employment opportunities abroad, the applicants must pay their
liabilities with the PFIL and thereafter, submit resignation letter abiding by
concerned rules and regulations of the employing of PFIL. When an employee is
released for outside (foreign) employment and the question of lien arises, such
an issue shall be governed by the service rules of the PFIL concerned. This would
be followed both in cases of temporary and permanent foreign employment.
PFIL can deputes it's any employee to any work or institution of their own,
onshore/off-shore Offices, Branches, Affiliated Offices/Institutions, Subsidiaries
and such placements/deputations might be governed by the service and/or
other related rules.
10.5 Teaching, Speaking & Writing

Employee considering authorship or publication of a book, article etc and speaking in

front of the media which is not commissioned by the organization but which could in
any way be connected with their work or employment at the organization should seek
guidance from the management through HR before entering into any commitment. Any
publication or public speaking of an employee should not tarnish the image of the
organization vis-à-vis regulatory bodies of the country. The same considerations apply
to the publication of material on the world-wide web and social media. No employee
shall make any communication regarding the affairs of the PFIL to the press or any other
media, nor publish any article containing data, comments or opinions on Banks/NBFIs or
other affairs in any newspaper which may involve the organization, without obtaining
prior approval of the competent authority.

11. External Pressure/Approach to Member of Parliament, Political Leader,

Board Members etc.
No employee of PFIL shall, directly or indirectly, approach any member of Parliament or
use any political or type of influence or attempt to bring any influence on the Board of
Directors regarding his/her employment, promotion, increment, transfer or any other
personal gain.

12. Acceptance of Gifts and Foreign Awards

i. No employee of PFIL shall, without prior permission of the competent authority,
accepts by him/herself, or permit any of his/her family member to accept any gift
from any person that make him/her obligated in official position to the gift providers.
If anyone sends gift items via postal or courier services, may be received but will
immediately be handed over to the higher authority for disposal.

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 ii. If any question arises whether the receipt of a gift places to a employee of PFIL under
any form of official obligation to the donor, the authority of PFIL will take action
against such activity.
iii. If any gift is offered by the head or representative of a foreign state, the employee of
PFIL concerned should attempt to avoid acceptance of such a gift if, s/he can do so
without giving offence. If, however, s/he cannot do so, s/he shall accept the gift and
shall report to the authority for orders as to its disposal.
iv. No employee of PFIL shall accept a foreign award, title or honor without the approval
of the competent authority.

13. Fair Treatment of Counter-parties

All relationships with external counter-parties should be conducted in professional and

impartial manner. Vendor selection and hiring decisions shall be made objectively and in
the best interest of PFIL based on evaluation of integrity, suitability, price, delivery of
goods/service, quality and other pertinent factors. Employees should commit to fair
contract and payment terms with them in return of good service at a good price
supplied; in a responsible manner.
Employee’s personal relationship with contractors, suppliers and vendors if any, must be
disclosed to the Top Management at the time of entering into the negotiation and
should not influence decisions made on behalf of the organization. Negotiations with
customers and potential customers shall be conducted in a professional manner and
subsequently comparison of Cost & Benefit to be presented to the competent authority.
Vendors or suppliers shall not be used for any personal purposes, so as to have any
conflict of interest while dealing with them.

14. Anti-Money Laundering

Money Laundering legislations criminalize money laundering in respect of several crimes

including drug trafficking, terrorism, theft, tax evasion, fraud, handling of stolen goods,
counterfeiting and blackmail etc. It is also an offence to undertake and/or facilitate
transactions with individuals and entities involved in criminal activities. PFIL shall not do
business with drug traffickers, money launderers and other criminals. Earlier, PFIL
formulated an Anti Money Laundering Policy following regulatory body’s guidelines to
enable all employees to follow the policy meticulously. Employees shall exercise requisite
diligence in selecting those with customers/counter-parties while conducting business.
They shall adhere to processes in place for checking the credit and character of
customers and counter parties. These processes ensure customer’s due diligence and
ongoing monitoring of PFIL’s customers to detect suspicious transactions during the
entire period of the relationship.

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15. Accuracy of Records and Reporting

PFIL aims to maintain the International Accounting Standards (IAS), Bangladesh

Accounting Standards (BAS) & Bangladesh Financial Reporting Standards (BFRS) for
preparing, reporting and disclosure of accounting and financial information to the
regulators and to the public.
Employees of PFIL shall ensure that records, data and information owned, collected,
used and managed by them for the Company are accurate and complete. Records shall
be maintained accurately as per the policy of the Company in sufficient details so that
these may reflect accurately the Company's transactions.
Employees of PFIL must follow standards when creating business records and other
documents (such as weekly/monthly/quarterly/half yearly statements, e-mail etc).
PFIL’s books, records, accounts and reports shall accurately reflect its transactions and
must be subject to an adequate system of internal controls and disclosure controls to
promote the highest degree of integrity.
Non-maintenance of these records that come into employee’s notice and any
misappropriation or tampering of records, needs to be reported to the relevant
authority/Finance & Accounts Division, as appropriate. An employee shall not represent
any report/claim for his/her personal gain or to protect him/herself.

16. Fraud, Theft or Illegal Activities

All employees of PFIL shall be vigilant about the frauds, theft or illegal activities and shall
not engage in such activities at any cost. If any such activity comes into any employee's
notice, he/she shall immediately report the same to his/her immediate superior/s or
management to protect the interest of the Company. He/she shall act as a whistle
blower thereby.

17. Working Environment

PFIL is committed to ensure health and safety of the employees along with congenial
workplace with cohesiveness.

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17.1 Health & Safety

Adequate attention is always accorded to the health and safety of the employees, i.e.
required physical and technical surveillance on premises to minimize possible threats to
security. Physical premises are under regulatory requirement to conduct periodic drills
for a systematic approach both to prevent any security breaches as well as to promote
a culture of security and safety awareness. This involves managing health and safety
care as any other critical business activity with periodic reporting, appraisals and
improvements made.

17.2 Workplace Environment

Energizing the workplace is one of the key factors of any organization. All employees of
PFIL are responsible to keep the workplace friendly, congenial, transparent, free from
harassment & corruption etc. and ensure the cohesiveness among the colleagues.

18. Team Work

Teamwork and co-operation is an important aspect of the work ethics in PFIL. PFIL is
leverage on the dynamics of collective skills, knowledge and experience to achieve the
best for the stakeholders. PFIL always admits its employees as human capital and shall
recognize the pivotal role that meritocracy plays in setting rewards and penalties for
safeguarding the interests of its employees. It respects the incidence of conflicts arising
in the workplace and seeks amicable resolution of contentious issues in a manner that
is constructive, open, honest and ultimately beneficial to all parties involved.

19. Diversity

PFIL respects & recognizes all employees as unique individuals with fundamental human
rights and supports the cultural and ethnical diversity of its workforce. PFIL believes that
creating a work environment that enables to attract, retain and fully engage diverse
talents, leads to enhanced innovation and creativity in the services of the organization.

20. Employees' Grievance

A grievance is defined as any type of problem, concern, dispute and complaint related
to work and the work environment that cannot be resolved through normal day to day
communication. Grievances may arise due to differences in perception, misconduct,
unfair treatment, intra-personal problems of individual employees, dissatisfaction with
working conditions etc. If employees of PFIL have a grievance, they should try to

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 resolve this informally first. But, if the complainant feels unable to tackle the complaint
informally, and cannot reach a satisfactory conclusion through the informal process,
he/she may pursue a formal grievance mitigation application to competent authority of
PFIL.

21. Compliance with Laws, Rules and Regulations

All employees of PFIL are expected to comply with the laws, rules and regulations
governing the Organization’s business vis-à-vis regulatory bodies. No individual is
expected to know the details of all applicable laws, rules and regulations, but
individuals shall be knowledgeable about specific laws, rules and regulations that apply
to their areas of duties and responsibility.
22. Fair & Equal Employment Opportunity
PFIL is committed to provide equal opportunity in employment on the basis of
individual merit and personal qualifications to employees and applicants for
employment. Every individual has the right to work in a professional atmosphere that
promotes equal and legal employment opportunities and where discriminatory
practices, including harassment are prohibited.

23. Harassment

i. PFIL is committed to provide a work environment where all employees can work free
from harassment on ground of religion, age, gender, family background, ethnicity,
personal appearance etc. PFIL shall not tolerate any type of harassment by directors,
employees, supervisors or others. All employees shall treat each other with respect
and courtesy. Harassment in any form including verbal and physical conduct, visual
displays, threats, demands and retaliation is strictly prohibited.

ii. PFIL is also committed as employers to create an environment which is free from all
forms of harassment and discrimination towards women. Any harassment or
discriminatory behavior directed at female employees based on their background,
gender, religion, race, color, ethnicity, national origin, age, marital status, physical
condition, personal appearance, and status shall be dealt with appropriate
disciplinary action. Harassment towards female colleagues may include making
derogatory or provocative comments, physical violence, inappropriate jokes, and
unwanted physical contact, use of epithet, comments or innuendo, obscene or
harassing telephone calls, inappropriate content exchange through e-mails, letters,
SMS, notes or any other forms of communication.

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24. Zero Tolerance to Violence Whistle Blower in the Workplace

PFIL strongly prohibit any acts of violence or threats of violence by any employee
against any other person at any time. Mutual understanding and respect toward all
employees is an essential element for excellence in professionalism, existence of safe
and healthy work place, and maintenance of a corporate culture, which serves the
needs of the community. PFIL bears zero tolerance for violence against any member of
the workforce or its property.

25. Special Responsibilities of Superiors

In addition to responsibilities as employees, Superiors/Head of Divisions/Branches of

PFIL shall abide by the followings:
a. Duty of selection - Carefully select the employees for a job in light of their
personal and professional qualifications.
b. Duty of Instruction - Formulate obligations in a precise, complete, and binding
manner, especially with a view to ensuring compliance with provisions of
instructions.
c. Duty of monitoring – Ensure that employees meet the expected deliverable on
regular basis and comply with provisions of applicable laws and regulations on a
constant basis.
d. Duty of communication - Communicate to the employees that any violation of
the applicable laws/regulations is disapproved of and shall have disciplinary
implications.

26. Fair Treatment of Customers

Treating customers fairly and without prejudice fosters good rapport and helps to build
long-term sustainable business relationships. Moreover in the advent of global financial
crisis, both local and global law-makers and regulators are increasingly focusing on
ensuring that PFIL employs fair practices in dealing with customers. This entails:

a. Ensuring that communications are fair, concise, clear and not misleading so that
clients are fully aware of the product features, relevant fees and associated risks
for financial products and services;

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 b. Creating products which meets customer needs and takes into account their financial
situation, profile and risk tolerance;
c. Providing quality customer service, delivering on service level promises and handling
complaints in an efficient, prompt and friendly manner; and
d. Identifying and managing possible customer conflicts in an open and clear way.

27. Privacy and Security of Clients/Stakeholders Information

i. In order to provide financial services, PFIL shall collect, maintain and use the
personal information of clients in a manner which allows them to provide better
and more tailored products and services and better meet the clients’ financial needs
and objectives. All information gathered from customers/clients during the course
of providing service shall be considered confidential.

ii. All information of an individual’s employment in PFIL shall be considered

confidential unless it is clearly stated otherwise (or the situation arises whether
he/she has been authorized to do so) and shall be used only for the performance of
said job duties in line with all rules, regulations, laws and other policies governing
the individual’s employment. Furthermore, the information shall be kept
confidential and secure even after leaving the employment from PFIL.

28. Transparency and Accuracy of Financial, Tax and other Reporting

PFIL ensures that it’s reports and communication is true, complete and accurate and not
be misleading. PFIL maintains transparency in its business operations and dealings with
clients, stakeholders and regulators.

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29. Interaction in Print, Electronic and Social Media
All media (print, electronic and social) inquiries shall be forwarded to personnel from
Public Relations/Board Secretariat/Corporate Affairs/Corporate Communications or any
other department which has been authorized to initiate contact with the media on
behalf of PFIL. PFIL ensures that a consistent message in compliance with the governing
laws and regulations is broadcasted. The advent of social media has enabled people
from across the globe to have information at a rapid pace which may at time be
sensitive in nature and thus it is particularly important to ensure that social media sites
and tools are used by the employees and management of PFIL responsibly and with
good judgment in compliance with the company’s policies which restrict the disclosure
of confidential information about the company, its operations, policies and procedures,
employees, customers and other stakeholders or any other information that
compromises internal controls and safety requirements.

30. Guidelines for ‘Speak Up Policy’

PFIL adopts a ‘Speak up Policy’ to uphold its commitment to the code and to maintain a
culture of strong ethics and integrity. Any misconduct by personnel from PFIL serves to
harm not only the reputation and financial performance of the Organization but also
ultimately undermines trustworthiness of the industry itself. Management of PFIL will
implement a formal policy, procedure, channels and open environment where
employees are confident in raising concerns about any misconduct and are free from the
fear of victimization.

31. Personal Investments and Insider Trading

Insider trading is the abuse of confidential information and is defined as a malpractice
relating to the exchange of a company’s securities by individuals who by nature of their
job have access to crucial price sensitive information which is otherwise non-public in
nature and thus this gives them a competitive advantage over other investors and
undermines the credibility of the financial system. As such, employees and other
representatives of PFIL are prohibited from partaking in trading of publicly traded
securities (including the securities of their place of employment) for personal gain (or for
the gain of the members of their household) if they possess material non-public
information about the security or the issuer. It is to be noted that insider trading also
encompasses giving ‘tips’ to another person, encouraging anyone else to deal or dealing
on behalf of anyone else based on other non-public ‘inside’ information. Furthermore,
employees and other representatives of PFIL shall not make any personal investment in
an enterprise (including in a public or private company that does business transactions
or is a supplier or competitor of their place of employment) if the result of this
investment affects or appears to affect his/her ability to make any unbiased business
decisions in favor of his/her employment as thus resulting in a conflict of interest.

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32. Arranging Seminar / Workshop / Training

PFIL will organize and sponsor seminars/workshops/debates and discussions in order to

promote ethics, integrity and compliance standards within the organization in specific
and the financial services industry in general.

33. Automation / Digitalization of Business Process

In today’s business environment, advancements in technology and administrative

functions are increasingly leading to the automation and digitalization of business
processes. It is imperative that PFIL will take necessary steps to ensure that any such
advancement does not compromise the integrity of information security and that the
guiding principles of the Code of conduct are duly complied with.

34. Employee Conduct outside the Office Premises

Employees and Representatives of PFIL shall be realize that their conduct outside the
workplace reflect on their place of employment and thus shall take necessary actions to
ensure that the above mentioned service conduct must encompass outside workplace
activities as well so that behavior/actions do not compromise the business interests,
safety and security or confidentiality of their place of employment. As such, employees
shall exercise caution while interacting with outside entities so as to not be perceived
negatively by the media, society or the communities in which they operate. Moreover,
affiliations with certain entities which may result in conflict of interest or disclosure of
confidential information are to be strictly avoided.

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35. Grooming, Etiquette and Compliance with the Dress Code
PFIL has an official standard on grooming, Etiquette and Compliance with the Dress Code
which is suitable to the culture and values of Bangladesh. As a employee of PFIL, it is
important to realize that he/she is often the first point of contact for any customer and
as such his/her conduct, grooming, etiquette, proficiency and overall service quality will
reflect on whole Organization. It is therefore important not only to make a great first
impression, but also to continue to repeat such behavior throughout all interactions
with the customers.

In this regard, PFIL’s internal circulars on grooming, Etiquette and Compliance with the
Dress Code etc should be referred time to time.

36. Post-Employment Activities and Responsibilities

It is probable that during the course of their employment staff members and other
representatives of PFIL may be privy to sensitive information about the company,
customers and other stakeholders and business processes which can be confidential in
nature and also of proprietary nature for the particular organization. As per the Code of
conduct (as well as the exit clauses of their employment contracts) employees of PFIL
shall act with highest standard of integrity and refrain from divulging such information.

Thus employees and other representatives of PFIL must not disclose any confidential
information of the Company even-after their leaving /exiting from PFIL.

37. Responsibilities of Ethics Committee to Uphold the Code of conduct

i. This Code of Conduct is formulated by the National Integrity Strategy Implementation

Cell, Ethics Committee of PFIL in line with the Bangladesh Bank's guidelines on
Common Code of Conduct for Banks & NBFIs. The Board of Directors as well as the
Management of PFIL shall be responsible for proper implementation of the Code of
Conduct. The Ethics Committee of Bangladesh Bank on NIS Implementation will be
intimated about the Code of conduct and any change thereof.

ii. The members of the Ethics Committee of PFIL are responsible to promote the code of
conduct effectively through Annual Work Plan & periodical monitoring/reporting and
to embed the code in everyday’s work of the employees of PFIL. Any instance of
breach of Code of Conduct shall be dealt with appropriate disciplinary procedure.

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38. Recognition & Award

PFIL will implement reward programs that take into account not only the performance
of the employee but also the way how the performance was achieved. Rewards system
will be designed in a way which encourages compliance to Code of Conduct and highest
level of integrity.

39. Disciplinary Procedures and Actions

PFIL should have a laid down disciplinary procedure which is in compliance with local
laws and ensures fair treatment to employees. PFIL should ensure that employees’
disciplinary matters are judged fairly, transparently, consistently and proportionately,
using appropriate processes and achieving fair outcomes. Disciplinary actions will be
undertaken considering the gravity of the misconduct, previous records (if any) and any
other extenuating or aggravating circumstances which may exist.

40. Compliance with the Code of Conduct

i. All new employees joining in PFIL as well as existing employees of PFIL are required to
commit to the Code of Conduct and duly sign a statement of compliance
(Acknowledgement) attesting the same.
ii. At all times employees of PFIL shall act in a professional and ethical way and uphold
the highest standards of honesty, trust, fairness, integrity and diligence :

a. Consider and value the risks and implications of each employee’s actions, make
them accountable for works to be performed, and for the impact their actions may
have on others;
b. Comply with all current regulatory and legal requirements, and endeavor to follow
best industry practice;
c. There have a scope to adopt/incorporate with future changes in this Code of
Conduct and in or any part/paragraph/point of this Code of Conduct;
d. Make information reliable and appropriate, and use them with confidentiality and
sensitivity;
e. Be alert to and manage potential conflicts of interest which may arise whilst
performing their role, motivate them not act for personal gain or advantage;
f. Treat all customers, colleagues and counterparties with respect and take
responsibility for the advice and services provided to them;
g. Senior staffs should lead by example and act as positive role models to others;
h. Continuously develop and maintain technical and professional skill and knowledge
and competence of the work force; and
i. Uphold the name and reputation of PFIL and the profession.

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41. Amendments or Modifications to and Dissemination of the Code of Conduct

PFIL preserves all right and authority to amend the Code of Conduct entirely or partly as
and when deems necessary following guidelines given by the Bangladesh Bank in this
regard. It is the responsibility of PFIL to ensure proper and timely dissemination of the
Code of Conduct amongst its employees and concerned parties and the stakeholders.

If there have any queries or clarifications on this Code of Conduct, all are advised to
contact with HR Division/Ethics Committee/NIS Cell of PFIL.

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