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CODE OF ETHICS OF BBVA BANCO FRANCES AND ITS GROUP OF COMPANIES IN ARGENTINA

Approved by the Board of Directors on December 18, 2003
1. INTRODUCTION

1.1. The Board of Directors of BBVA Banco Francés believes that Corporate Integrity, meaning the systematic compliance with the company's strict ethical standards, represents a source of stable value creation and a major requirement for preserving the confidence of the public in any institution.

1.2. The Code of Conduct of BBVA Banco Francés and its group of companies in Argentina (hereinafter, the "Code") defines and elaborates the ethical foundations that the Board of Directors of BBVA Banco Francés believes the entity must apply to businesses and activities of BBVA Banco Francés and its group of companies in Argentina, and the necessary rules of conduct that must reflect Corporate Integrity in the relationships with customers, employees, suppliers and third parties (relational integrity); the different market activities, both as issuer and market player (market integrity); through the individual activity of employees and executives (personal integrity) and the creation of specific bodies and positions in charge of enforcing the Code and promoting the actions aimed at efficiently preserving the overall Corporate Integrity (organizational integrity).

1.3. The adequate application of the Code requires the employees' and executives' acquaintance with its contents, its supplementary developments and the relevant laws applicable to their activities in connection with their responsibilities with BBVA Banco Francés and its group of companies in Argentina.

1.4. Any question on the interpretation of this Code's content or any issue related to how to solve situations not specifically described therein, should be discussed with the relevant senior officer or, if appropriate, with the offices of Legal Counseling or Compliance.

1.5. Notwithstanding any other liability that might arise, the failure to comply with criteria and rules of conduct provided for in the Code may result in disciplinary penalties in accordance with the applicable employment laws.

1.6. The Code shall take effect 10 days after being approved or its contents being adhered to by the Board of Directors.

2. APPLICABILTY

2.1 The Code shall be enforceable to BBVA Banco Francés and to all the entities that constitute the group of companies in Argentina and shall bind all employees and management (hereinafter, and jointly, the "employees"). For purpose of the Code, those employees or managers of BBVA Banco Francés and the group of companies in Argentina who have executive functions shall be considered as directors. Consequently, the Executive Chairman and the Financial Director of the bank are both subject to the Code and, due to their condition as managers, to the Director Rules.

2.2 In order to achieve this purpose:

2.1.1. The contents of the Code shall be proposed at a board's meeting for approval.

2.1.2. The Code shall be distributed to the employees for the employees to familiarize themselves with its contents.

2.3 The Code may be applied to any other person related to BBVA Banco Francés and its group of companies in Argentina in the event that, given the nature of such relationship, such person's activities could affect in any way the reputation of BBVA Banco Francés and its group of companies in Argentina. The office of Compliance is responsible for determining the cases in which the duties under the Code shall be extended and the scope of such extension.

2.4 The content of this Code shall prevail over any other conflicting internal rules, except where such internal rules impose more strict conduct requirements.

2.5 The enforcement of the Code's provisions, in no case whatsoever, shall give rise to the violation of applicable laws and regulations. Should such circumstances arise, the contents of the Code shall be adjusted to the requirements of the legal provisions.

2.6 The Code does not modify the existing employment relation between BBVA Banco Francés and its group of companies in Argentina and their employees, nor does it give rise to any right or contract whatsoever.

3. ETHICAL VALUES

3.1 The employees, whether in the activities they perform as a result of their relationship with BBVA Banco Francés and its group of companies in Argentina, or any other that could be potentially attributed to BBVA Banco Francés and its group of companies in Argentina or that could negatively impact on the company's reputation, shall comply with the provisions of the Code, which is based on ethical values. The following are the values that BBVA Banco Francés and its group of companies in Argentina consider to be the cornerstones of their corporate culture:

3.1.1 Respect to the dignity of individuals and their inherent rights. BBVA Banco Francés and its group of companies in Argentina are committed to abide by the Universal Declaration of Human Rights, the U.N. Global Compact and other agreements and treaties of international organizations such as the Organization for Economic Co-operation and Development and the International Labor Organization.

3.1.2 Respect to the equality of individuals and their diversity, that requires, in respect of all types of personal and professional relationships established through businesses and activities of the BBVA Banco Francés and its group of companies in Argentina, respectful and equitable conduct avoiding any discriminatory attitude by reason of sex, ethnic origin, creed, religion, age, disability, political connection, sexual orientation, nationality, citizenship, civil or social-economic status.

3.1.3 Legal Compliance, that requires, without exceptions, the commitment to comply with the laws that govern the activities and operations of BBVA Banco Francés and its group of companies in Argentina and the actions associated to such operations and activities.

3.1.4 Professional objectivity, which requires decisions and actions adopted without the influence of conflicts of interests or other circumstances that might call into question the integrity of BBVA Banco Francés and its group of companies in Argentina or the integrity of their employees.

3.2 Compliance with these ethical commitments requires a Responsible Conduct, that demands:

3.2.1 Responsible actions, both at an institutional and individual level, strictly ruled by the principles and criteria of the Code, and a

3.2.2 Responsible attitude, that includes the employees' identification, immediate disclosure and remedy, when necessary, of ethically dubious activities.

3.3 BBVA Banco Francés and its group of companies in Argentina believe that the observance in all types of business practices of the ethical values aforementioned and those other principles implied in the Code, shall efficiently contribute to the development of societies where these are adopted.

4. RELATIONAL INTEGRITY

4.1 The ethical values included in the Code and, especially the commitments and rules of conduct in this Chapter, shall be observed in all relationships that BBVA Banco Francés and its group of companies in Argentina may establish with their customers, suppliers, employees and the general community.

RELATIONSHIP WITH CUSTOMERS

4.2 BBVA Banco Francés and its group of companies in Argentina place customers at the center of their activities, with the purpose of establishing with them long-lasting relationships based on the reciprocal exchange of value and mutual confidence.

4.3 BBVA Banco Francés and its group of companies in Argentina add value through the expert assessment and innovation in the design and supply of products and services according to the needs of their customers that they perceive from time to time.

4.4 BBVA Banco Francés and its group of companies in Argentina are committed to an ongoing review of their organizational procedures in order to improve customer services.

4.5 BBVA Banco Francés and its group of companies in Argentina expect their customers to conduct themselves and their economic activities in accordance with the law, and demand their cooperation for the efficient fulfillment of the institutional goal and the social commitment of preventing money laundering and the financing of terrorist activities.

Confidentiality

4.6 BBVA Banco Francés and its group of companies in Argentina believe that one of the main elements upon which confidence of customers is based is the adequate protection of their information and the effective limitation to the use thereof in accordance with applicable laws and regulations.

4.7 Non-public information kept by BBVA Banco Francés and its group of companies in Argentina on customers and customers' activities, are deemed confidential. BBVA Banco Francés and its group of companies in Argentina have adopted rules and procedures with the purpose of:

4.7.1 Ensuring safe access to their information systems and physical files where contracts and transaction documents of customers are stored.

4.7.2 Complying with legal requirements regarding protection of personal data (see paragraphs 4.35 to 4.37).

4.8 Employees that, due to their position or professional activities, may possess or have access to customer information, shall be responsible for its custody and appropriate use.

Transparency

4.9 BBVA Banco Francés and its group of companies in Argentina commit themselves to provide their customers with timely, accurate and clear information regarding their operations, as well as clear and true information on the following:

4.9.1 Main characteristics of products and services offered or rendered by BBVA Banco Francés and its group of companies in Argentina.

4.9.2 Fees and any other expenses that, in general or in particular, may be applicable.

4.9.3 Procedures established by BBVA Banco Francés and its group of companies in Argentina to process claims and solve incidents.

4.10 This commitment demands special diligence from all persons responsible for procedures and customer information systems in all their professional activities, in the personalized attention of information requests and in the resolution of claims.

RELATIONSHIP WITH EMPLOYEES

4.11 BBVA Banco Francés and its group of companies in Argentina have set the strategic goal of attracting and keeping talented individuals, taking into account the diversity of their employees as one of the main sources of success in their business activities and believe that the integration of individuals and cultures represents a means to differentiate themselves from their competitors.

Employee selection and hiring

4.12 In general, the selection procedures of BBVA Banco Francés and its group of companies in Argentina shall be open, in order to allow for the largest possible number of individuals with the required qualifications to apply for a specific position, and shall be carried out according to objective evaluation methods taking into account professional qualifications and the candidates' abilities.

4.13 The persons in charge, directly or indirectly, of employee selection and/or hiring, shall base their decisions and actions without the influence of any factor that might alter the objectivity of judgment under the criteria established in the selection and hiring procedures of BBVA Banco Francés and its group of companies in Argentina.

Management Style

4.14 BBVA Banco Francés and its group of companies in Argentina foster team work as the key to adding value, by promoting an environment of trust based on frank relationships, respect and mutual support and fluid communication as a critical element in the integration of their professionals, and encourage individual creativity and responsible decision-making to prevent professional error.

4.15 The human resources management of BBVA Banco Francés and its group of companies in Argentina use a wide range of techniques designed to diagnose the working environment and to assess the satisfaction and motivation levels of their staff.

Personal and Professional Development

4.16 BBVA Banco Francés and its group of companies in Argentina consider the personal and professional development of all their employees a corporate goal.

4.17 Personal promotion at BBVA Banco Francés and its group of companies in Argentina shall be based on equal opportunities and the acknowledgment of individual merit and abilities measured in terms of the employees' responsibilities and performance.

4.18 In compliance with these commitments employees in charge of personnel shall:

4.18.1 Keep their co-workers informed on any critical aspect that should be taken into account for the adequate performance of their responsibilities.

4.18.2 Identify their co-workers' training needs.

4.18.3 Facilitate the attendance to and utilization of training activities.

4.18.4 Carry out periodical staff evaluation procedures in an objective and rigorous manner.

Security and Health at Work

4.19 Securing a health risk-free environment in all locations is one of the targets of BBVA Banco Francés and its group of companies in Argentina through the adoption of rules and procedures, inspired in international best practices in terms of occupational health and prevention of occupational risks, adapted to legal requirements applicable in each case.

4.20 However, the effectiveness of such rules and procedures (widely disclosed and included in the relevant ongoing training programs at all the entities of BBVA Banco Francés) requires from all the employees a positive and proactive attitude in order to:

4.20.1 Secure their own safety against risks that might affect their health as the result of their responsibilities, complying with the corresponding rules and recommendations.

4.20.2 Secure the safety of all those persons whose health might be negatively affected as a result of actions or omissions.

4.21 BBVA Banco Francés and its group of companies in Argentina believe that the goals of preserving a healthy work environment and achieving high-productivity professional conditions (required by our customers and investors) is incompatible with the use of illegal psychotropic substances or alcohol abuse. Performance of responsibilities under the effects of any such substance shall be penalized in accordance with applicable regulations.

RELATIONSHIP WITH SUPPLIERS

4.22 BBVA Banco Francés and its group of companies in Argentina believe that the efficient articulation of procedures in the procurement of goods and services, especially in large business groups such as BBVA Banco Francés and its group of companies in Argentina, represents a relevant source of value creation.

4.23 BBVA Banco Francés and its group of companies in Argentina especially appreciate their suppliers that share the principles that underpin the Code and that have adopted, to perform their activities, the commitments derived from the U.N. Global Compact.

4.24 BBVA Banco Francés and its group of companies in Argentina apply the criteria established by their corporate decision-making bodies for the procurement of goods and services, so that the procurement process may be carried out in accordance with the following principles:

4.24.1 To promote, whenever possible, the concurrence of multiple suppliers of goods and services, with characteristics and conditions that satisfy the needs and requirements of BBVA Banco Francés and its group of companies in Argentina.

4.24.2 To ensure that the acquisition of goods and services is achieved through the conciliation of the most favorable conditions for BBVA Banco Francés and its group of companies in Argentina in each transaction, and the maintenance of the value attributed to long-lasting relationships with specific strategic suppliers.

4.24.3 To secure objectivity and transparency in the decision-making procedures, avoiding situations that could negatively impact on the objectivity of individuals taking part in such procedures.

RELATIONSHIP WITH THE COMMUNITY

Preventing money laundering and financing of terrorist activities.

4.25 BBVA Banco Francés and its group of companies in Argentina provide services to thousands of individuals and perform their activities in multiple social environments, with a commitment to social welfare and an active cooperation with governmental organizations, international entities and other institutions, in the struggle against drug trafficking, terrorist activities and other forms of organized crime.

4.26 BBVA Banco Francés and its group of companies in Argentina have established a set of criteria to prevent the risk of their products and services being used with criminal purposes. Such set of criteria has been adopted for the development of specific procedures and programs in accordance with the characteristics of their business. It is the responsibility of BBVA Banco Francés and its group of companies in Argentina to ensure its proper functioning and the strict compliance with legal requirements in this respect.

4.27 All employees shall strictly follow such procedures and programs.

Political Neutrality

4.28 BBVA Banco Francés and its group of companies in Argentina perform their corporate activities without interfering, conditioning or persuading the political constituencies of societies where they participate. Consequently, relationships with political parties, unions, and other players in politics shall be governed by legal principles, honoring and enforcing rules and regulations that the office of Compliance may establish.

Environment

4.29 BBVA Banco Francés and its group of companies in Argentina have developed an Environmental Policy that describes their commitment to the promotion of sustainable development, the respect for the environment and the quest for "ecoefficiency," confirming its support to the U.N. Global Compact and to the United Nations Environment Programme Initiative for Financial Institutions.

4.30 Such Policy requires that BBVA Banco Francés and its group of companies in Argentina adopt an environmental corporate management system aimed at reducing as much as possible the direct impact of their activities on the environment and set criteria to include environmental factors in the analysis of decisions regarding investments and financial operations.

4.31 BBVA Banco Francés and its group of companies in Argentina commit themselves to disseminate and encourage the adoption of good environmental practices among their employees and managers and among other related parties.


OTHER RELATIONSHIP CRITERIA AND RULES

Institutional Conflict of Interests Prevention and Management

4.32 Among other procedures in force, BBVA Banco Francés and its group of companies in Argentina prevent institutional conflicts of interests through the implementation of information barriers (that include physical segregation and specific techniques of internal control) designed to ensure that investment and development decisions in businesses and activities are protected against abusive or illegal use of non-public information that may have been obtained through corporate relationships with customers or suppliers, or institutional relationships.

4.33 Employees must absolutely respect information barriers in place and, especially, those included under the Securities Markets Code of Conduct, as amended or supplemented from time to time.

4.34 Notwithstanding the aforementioned, those situations that, due to the nature of the decision to be made, may cause a potential conflict between the interests of BBVA Banco Francés and its group of companies in Argentina and those of the customers, shall be submitted to the prior consideration of the Committee of Corporate Integrity Management of the relevant entity of the group.

Protection of Personal Data

4.35 As a result of the performance of their business, BBVA Banco Francés and its group of companies in Argentina, gather personal information of customers, shareholders, employees, staff and managers, and from other individuals with whom they conduct business, that shall be considered exclusive property of each individual.

4.36 In addition to the confidentiality commitment mentioned under paragraphs 4.6 to 4.8 of the Code, BBVA Banco Francés and its group of companies in Argentina established a set of specific rules and procedures that have been adopted with the purpose of protecting and securing the adequate treatment of personal information that, as a result of corporate activities, they gather from customers, shareholders, employees, staff and managers, or any other individual related to them.

4.37 Notwithstanding the responsibilities particularly assigned to certain areas of BBVA Banco Francés and its group of companies in Argentina with respect to information safety and protection of personal data, the employees that, due to their position or professional activities, possess or have access to this kind of data, shall be responsible of its custody and adequate use. Compliance with these duties requires:

4.37.1 The acknowledgment of and compliance with internal rules and procedures relating to information safety and protection of personal data.

4.37.2 The establishment of adequate procedures to avoid undue access to such information.

Gifts and Benefits
4.38 Employees shall refrain from offering or giving gifts or benefits to third parties with the purpose of inappropriately inducing the third party to grant a benefit to BBVA Banco Francés and its group of companies in Argentina.

4.39 Ethical rules applicable to public officials impose certain restrictions to the acceptance of gifts or benefits by public officials. Such restrictions may extend to any government official, from national, foreign or international organizations, and even to political candidates or leaders of labor unions. Any situation that may raise any doubt with respect to the applicable legal provisions shall be discussed with the office of Legal Counseling. Employees must scrupulously observe these restrictions.

5. MARKETS INTEGRITY

5.1 BBVA Banco Francés and its group of companies in Argentina commit themselves to promoting the integrity and transparency of markets in which they participate, and deem such commitment as a basic element for preserving their own Corporate Integrity.

5.2 With the purpose of ensuring the strict compliance with legal provisions and other regulations that, in general or in particular, may be applicable to their activities in the different markets, BBVA Banco Francés and its group of companies in Argentina have adopted different policies and procedures, inspired in corporate best practices in this area, that supplement the criteria and rules included in the Code.

5.3 Employees must comply, at all times, with such policies and procedures and, particularly, with those related to the prevention of actions that could be considered price manipulation, inadequate use of privileged information or restrictions to free market forces and with the requirements to disclose information to the public applicable to BBVA Banco Francés and its group of companies in Argentina.

MARKET MANIPULATION

5.4 Employees must bear in mind that any action can be encompassed in this category, including omissions that could have the purpose of, directly or indirectly, misleading third parties' decisions related to specific assets or products traded or marketed in such markets, and in particular:

5.4.1 Artificial alteration of prices of such assets or products.

5.4.2 Voluntary or malicious release of false or misleading information, including rumors, with the purpose of inducing third parties to purchase, sell or hold such assets or products.

5.4.3 Participation in transactions aimed at artificially altering the market value of assets and liabilities of a certain entity, its liquidity condition or its capacity to generate resources and results.

PRIVILEGED INFORMATION

5.5 BBVA Banco Francés and its group of companies in Argentina have adopted securities markets rules of conduct designed to, among other things, protect investors' interests against the inadequate use of certain types of information, not released to the public in general that, if this was the case, could have a dramatic impact on the price of securities associated with such information (generally known as privileged information).

5.6 BBVA Banco Francés and its group of companies in Argentina have introduced in their Securities Markets Code of Conduct rules associated with specific activities regarding the safeguard, management and control of Privileged Information.

5.7 In general, such regulations are binding on the employees that perform activities that may be related to the securities markets, as well as the corporate managers of BBVA Banco Francés whose businesses and activities are related to such markets.

5.8 The employees to whom the Securities Markets Code of Conduct may not be applicable and who receive information that could be deemed privileged, shall refrain from any action, including disclosure to third parties, that might violate the applicable laws and regulations, and shall be required to report such situation to the office of Compliance so that any necessary measures or restrictions may be adopted.

FREE COMPETITION

5.9 BBVA Banco Francés and the companies of the group in Argentina make a commitment to compete loyally in the markets where they carry out business, promoting free competition and complying with all applicable laws and regulations, which benefits consumers and enhances the efficiency and competitiveness of companies.

5.10 Employees shall refrain from carrying out or encouraging any unlawful action in this area. Any action that may raise doubts in this respect should be discussed with the office of Legal Counseling before it is executed.

TRANSPARENCY IN INFORMATION SUBMITTED TO THE PUBLIC

5.11 BBVA Banco Francés, as issuer of negotiable securities in different markets, is responsible for disclosing reliable, accurate, complete and timely information on their financial statements and those facts that might cause a significant impact on the price of such securities.

Financial Statements

5.12 BBVA Banco Francés and its group of companies in Argentina have adopted specific procedures that ensure that the financial statements are prepared in accordance with the valuation principles and rules that, at any time, may be applicable to accounting balances, transactions or contingencies, and adequately show in all significant respects, their financial situation and results of operations. In addition, paragraphs 6.12 and 6.13 of the Code provide the rules of conduct applicable to each individual for the reporting of information that provide the basis for the preparation process of financial statements.

Relevant Facts

5.13 BBVA Banco Francés and its group of companies in Argentina have specific procedures in place that ensure the immediate disclosure of information necessary for the market to adequately interpret the relevant facts that might sensitively affect the price of securities issued by BBVA Banco Francés and its group of companies in Argentina. Such procedures ensure that the information is released in accordance to applicable legal requirements in each jurisdiction and require the content of any information release to be reliable, clear, complete and, if necessary, to include quantitative data.

6. PERSONAL INTEGRITY

6.1 All the employees shall cooperate to achieve the goal that all actions of BBVA Banco Francés and its group of companies in Argentina within their scope of businesses and activities conform to the criteria and rules included in the Code.

PERSONAL CONFLICTS OF INTERESTS

6.2 Given the diversity of businesses and activities of BBVA Banco Francés and its group of companies in Argentina, employees may encounter situations in the performance of their duties in which their personal interests, or those of individuals closely related to them (especially their immediate family with whom they share economic interests), may be opposed to those of BBVA Banco Francés and its group of companies in Argentina, or to third parties related to BBVA Banco Francés and its group of companies in Argentina, calling into question both their professional objectivity and the institution's integrity.

6.3 Because it is not possible to identify and solve all personal conflicts of interests that, in practice, may arise, the Code intends to establish criteria and rules of conduct that preserve the required professional objectivity, without intruding into the private sphere of employees' decisions.

General Criteria for Preventing Personal Conflicts of Interests.

6.4 Employees, in the scope of their duties, must identify any situation that might affect their professional objectivity.

6.5 All such situations shall be reported to the employee's immediate supervisor as soon as the employee has become aware of them, and before carrying out any activity that might be affected by them. Any doubt regarding how a potential personal conflict of interest should be solved, shall be reported to and discussed with the office of Compliance, whose opinion shall be binding.

6.6 Notwithstanding the specific restrictions that in any case might be imposed by the office of Compliance, no employee shall grant, approve or use his influence to obtain the approval of any financing or business between BBVA Banco Francés and its group of companies in Argentina and customers or suppliers related to such employee, or represent BBVA Banco Francés and its group of companies in Argentina in transactions or operations in which personal interests may be in conflict with those of BBVA Banco Francés and its group of companies in Argentina.

Personal Asset Management

6.7 Employees shall not carry out, for their own account or for the account of individuals related to them with economic interests in common, any of the following operations:

6.7.1 Investments in assets issued by customers or suppliers of BBVA Banco Francés and its group of companies in Argentina, whenever such assets are not listed in a national or foreign regulated market, and there are no family relations that may justify the investment.

6.7.2 Investment in assets, whether listed or not, issued by customers and suppliers of BBVA Banco Francés and its group of companies in Argentina, when, as a result of their activities with BBVA Banco Francés, and its group of companies in Argentina, the relevant individual may exercise decisive influence on business of such customers or suppliers with BBVA Banco Francés and its group of companies in Argentina.

6.7.3 Investments or transactions that became known to them as a result of their responsibilities with BBVA Banco Francés and its group of companies in Argentina, whenever these business opportunities may be of interest, or might have been offered, to BBVA Banco Francés and its group of companies in Argentina provided that these were not rejected or might have been rejected as a result of the influence of the relevant employee.

6.7.4 Financings, bonds or guarantees obtained from persons, natural or juridical, with a business relationship with BBVA Banco Francés and its group of companies in Argentina on which the employee may exercise decisive influence.

6.7.5 Financings, bonds or guarantees obtained from other employees in the absence of family relations between them.

6.8 Certain groups of employees, due to the performance of their duties and activities within the securities markets, are subject to additional general or specific restrictions that affect their decision-making capacity regarding investments on certain types of assets and/or the way in which such decisions must be executed. Such restrictions are included on the Securities Markets Code of Conduct and the regulations thereunder.

Acceptance of Gifts and Compensation

6.9 Employees shall not accept personal benefits or economic compensation from customers or suppliers of BBVA Banco Francés and its group of companies in Argentina, nor from any other natural or juridical person that is seeking to do business with BBVA Banco Francés and its group of companies in Argentina. Under the Code, the attendance of social events, seminars or other type of educational activities duly authorized in accordance with the established procedures, and invitations to professional luncheons, shall not be deemed personal benefits.

6.10 In general, the only gifts that may be accepted are those given as promotional or courtesy gifts. In any case, if their economic value exceeds the amount of 500 pesos, the beneficiary shall surrender the gift to BBVA Banco Francés and its group of companies in Argentina, which, according to the nature of the gift, shall determine the use to which it shall be put.

6.11 BBVA Banco Francés and its group of companies in Argentina and their employees shall ensure the timely dissemination of this criteria among their customers and suppliers.

FILING OF INFORMATION AND DOCUMENT KEEPING

Filing of Information

6.12 Notwithstanding the specific responsibilities assigned to certain areas of BBVA Banco Francés and its group of companies in Argentina with respect to information integrity and availability, all employees shall be responsible for the reliability, accuracy, integrity and up-dating of the following:

6.12.1 Data gathered in the different types of records held, used or processed by BBVA Banco Francés and its group of companies in Argentina (whether physical or logical);

6.12.2 Information prepared in the performance of their duties.

6.13 The exercise of such responsibility is particularly relevant in the case of data and information that may be necessary for the preparation of financial statements of BBVA Banco Francés, because the adequate reporting and interpretation are imperative to ensure the correct application of valuation criteria of each accounting balance, transaction or contingency.

Document Keeping

6.14 Each business unit of BBVA Banco Francés and its group of companies in Argentina, have established rules and procedures designed to ensure compliance with document and file keeping requirements under the applicable laws and regulations.


RESPECT FOR THE DIGNITY OF INDIVIDUALS

6.15 In no way whatsoever shall working, professional or contractual relations established by the employees of BBVA Banco Francés and its group of companies in Argentina with other individuals, be used with the purpose of favoring situations of harassment or intimidation or otherwise, that may threaten their personal dignity or entail their discrimination.

COOPERATION WITH SUPERVISORS AND OFFICIAL ENTITIES

6.16 Employees are required to cooperate with the supervision and control bodies and divisions of BBVA Banco Francés and its group of companies in Argentina, with external auditors and official organizations in the performance of their duties, as well as with any third party that BBVA Banco Francés and its group of companies in Argentina may have appointed for specific duties requiring or assuming such cooperation. Lack of compliance with this duty, false statements, those that may lead to misinterpretations or the simple concealment of information, may require the adoption of disciplinary penalties, in addition to any other type of legal action, whether civil or criminal, in which BBVA Banco Francés and its group of companies in Argentina and the relevant employee could be involved.

POLITICAL ACTIVITIES

6.17 The right of employees to participate in political activities legally recognized shall be exercised so that such activities may not be understood, in any way whatsoever, as attributable to BBVA Banco Francés and its group of companies in Argentina, or may question their commitment with political neutrality. Similarly, such participation shall not affect the employee's professional objectivity nor reduce its dedication to the Bank or group of companies in Argentina beyond what may be required under the applicable laws and regulations.

6.18 In particular, those employees that, in the exercise of their rights, engage in political activity must observe the following requirements:

6.18.1 To carry out the potential political activities after working hours and outside the premises of BBVA Banco Francés and its group of companies in Argentina.

6.18.2 Those employees participating as candidates in political campaigns, shall avoid, during the campaign, any reference, whether oral or in writing, to their connection with BBVA Banco Francés and its group of companies in Argentina.

EXTERNAL COMMUNICATIONS

6.19 In general, the authority to disclose information related to BBVA Banco Francés and its group of companies in Argentina other than through the institutional release of financial statements of BBVA Banco Francés, or of the evolution of activities and results, shall be restricted to those individuals specifically entrusted with such role by the Financial Management and the offices of Institutional Relations and Investor Relations. These criteria require that employees abide by the following rules:

6.19.1 Any individual that, on behalf of a mass media, may contact an employee to request any kind of information or opinion as a result of the employee's relationship with BBVA Banco Francés, shall be referred to the Institutional Relations office.

6.19.2 The participation in any act (interview, lecture, article publication, etc.) that may imply disclosure of information of BBVA Banco Francés and its group of companies in Argentina, their businesses and activities, or statements that may be attributed to BBVA Banco Francés and its group of companies in Argentina (except those released by the departments to which such responsibilities have been specifically assigned), shall require the previous approval of the Institutional Relations office.

DEVELOPMENT OF OTHER PROFESSIONAL ACTIVITIES

6.20 In case that employees are allowed to conduct professional activities, other than the services rendered to BBVA Banco Francés and its group of companies in Argentina, pursuant to their employment conditions, such employees will be allowed to carry out such activities provided that:

6.20.1 They do not assume a reduction in the expected efficiency of their performance at BBVA Banco Francés and its group of companies in Argentina.

6.20.2 They do not reduce the time availability and flexibility required by their duties at BBVA Banco Francés and its group of companies in Argentina,

6.20.3 The unrelated professional activities do not include activities or services, of any nature, rendered to competitors of BBVA Banco Francés and its group of companies in Argentina.

6.21 The acceptance of responsibilities as corporate manager, advisor, counselor or agent of companies that supply or might supply goods and services to BBVA Banco Francés and its group of companies in Argentina shall require the previous authorization of the department of Human Resources.

6.22 In any case, any professional activity not pertaining to BBVA Banco Francés and its group of companies in Argentina, shall be duly reported to the department of Human Resources.

6.23 As a result of the special relevance of executive duties at BBVA Banco Francés and its group of companies in Argentina, individuals with such responsibilities shall focus their professional efforts on their duties at BBVA Banco Francés and its group of companies in Argentina, avoiding the performance of any other professional activities except for the following:

6.23.1 Welfare, charitable or social services activities, provided that these activities are not compensated in any form whatsoever.

6.23.2 Family matters and businesses, provided that they are sporadic in nature and do not cause any conflict of interests with the activities of BBVA Banco Francés and its group of companies in Argentina.

6.23.3 Education or preparation of materials for the dissemination of knowledge.

6.23.4 Other types of activities that BBVA Banco Francés and its group of companies in Argentina may promote because of their social interest or because BBVA Banco Francés and its group of companies in Argentina find them appropriate according to the criteria that, from time to time, the corresponding Committee of Corporate Integrity Management may determine.

PROTECTION OF RESOURCES

6.24 Notwithstanding the responsibilities specifically assigned by BBVA Banco Francés and its group of companies in Argentina to certain divisions of their organization regarding the safekeeping of assets, tangible and intangible goods (collectively, the "resources") owned by BBVA Banco Francés and its group of companies in Argentina, the employees are required to:

6.24.1 Use the resources of BBVA Banco Francés and its group of companies in Argentina in an efficient and appropriate manner, and solely for the performance of their professional activities at BBVA Banco Francés and its group of companies in Argentina, or those activities that may be contemplated in internal rules.

6.24.2 Protect the resources of BBVA Banco Francés and its group of companies in Argentina, and preserve them from inadequate use that might cause economic losses or damage the reputation of BBVA Banco Francés and its group of companies in Argentina.

6.25 Except for the disposition of resources in accordance with the applicable internal rules, the resources of BBVA Banco Francés and its group of companies in Argentina and the resources of third parties in the custody of BBVA Banco Francés and its group of companies in Argentina (including information related to such resources) may not be disposed of outside the premises of BBVA Banco Francés and its group of companies in Argentina.

6.26 BBVA Banco Francés and its group of companies in Argentina allow the purchase of their assets or goods by employees only if the transaction is the result of a transparent, unrestricted offering process, and objective sale criteria are applied.
RESPONSIBLE CONDUCT

6.27 The preservation of Corporate Integrity at BBVA Banco Francés and its group of companies in Argentina exceeds the mere personal responsibility of individual actions and requires the commitment of employees to report timely any situations that, even if unrelated to their duties or responsibilities, may be ethically questionable under the Code and, particularly, those that may be unlawful.

6.28 Such communication shall be submitted to any of the following individuals, depending on the criteria of the reporting party and taking into account, in each case, whatever this party considers more appropriate:

6.28.1 To his immediate supervisor or the next more senior officer.

6.28.2 To the members of the Legal Counseling department or Human Resources department responsible for the division of the reporting party.

6.28.3 To the office of Compliance or the department of Internal Auditing, using the phone line or the email address that have been made available for that purpose.

6.29 The officers receiving these communications or, as the case may be, those in charge of their reception, are required to:

6.29.1 Protect the identity of the reporting party that, in good faith, reported legitimate concerns regarding violations to the regulations in force or situations that apparently are ethically dubious.

6.29.2 Inform the reporting party the decision made on the situation. As an exception, and pursuant to a justified decision of the relevant Committee of Corporate Integrity Management, the communication to the reporting party may not include information regarding the solution to the reported situation.

6.30 In general, all the information about the reported situation and the resolution adopted shall be appropriately safeguarded by all the individuals involved in the communication process and in the investigation of the situation, if any.

6.31 If the reporting party considers that the reported situation has not been adequately solved, he may contact any of the other individuals or divisions mentioned above.

6.32 BBVA Banco Francés and its group of companies in Argentina prohibit any act of retaliation against any employee for the mere fact of having reported, in good faith, any of the situations described in this section.

6.33 BBVA Banco Francés and its group of companies in Argentina expect from their employees, and particularly from those performing executive duties, a proactive attitude in the identification of ethically dubious situations.

TERMINATION OF RELATIONSHIPS WITH BBVA

6.34 All individuals who terminate the relationship with BBVA Banco Francés and its group of companies in Argentina by which they adhered to this Code, shall refrain from using any information obtained during their relation with BBVA Banco Francés and its group of companies in Argentina, including the lists of customers and relationships with them.

6.35 The employees agree that the activities they performed at BBVA Banco Francés and its group of companies in Argentina, whether or not they constitute intellectual property, are exclusively and wholly owned by BBVA Banco Francés and its group of companies in Argentina. Any reports, proposals, studies, programs and any other product derived from their professional activities at BBVA Banco Francés and its group of companies in Argentina shall remain with BBVA Banco Francés and its group of companies in Argentina, and the departing party shall not copy, duplicate or transmit them in any way or manner without the written authorization of BBVA Banco Francés and its group of companies in Argentina.

6.36 The employees agree to return the documentation owned by BBVA Banco Francés and its group of companies in Argentina that may be in their possession at the time of the termination of their activities at BBVA Banco Francés or its group of companies in Argentina.

7. ORGANIZATIONAL INTEGRITY

7.1 BBVA Banco Francés and its group of companies in Argentina have adopted the new corporate governance system that confirms their institutional commitment to conduct all activities and businesses of the Bank in accordance with strict ethical standards. This commitment is reinforced by the standards contained in the previous chapters of the Code, together with the characterization of the organizational elements and specific responsibilities established in BBVA Banco Francés and its group of companies in Argentina, with the purpose of achieving the following goals:

7.1.1 To facilitate the understanding and adequate interpretation of the contents of this Code by all the employees.

7.1.2 To identify deficiencies in procedures and/or internal controls that might put at risk the Corporate Integrity of BBVA Banco Francés and its group of companies in Argentina and to promote their resolution.

7.1.3 To exercise efficient control of the compliance with the criteria and rules described in the Code.

7.1.4 To accomplish an efficient resolution of the ethical conflicts that might arise in the course of the operations of BBVA Banco Francés and its group of companies in Argentina and to adopt all the necessary measures to such effect.

COMMITTEE OF CORPORATE INTEGRITY MANAGEMENT

7.2 BBVA Banco Francés and its group of companies in Argentina, have adopted an organizational structure of a Committee of Corporate Integrity Management, which covers all of the entities' businesses and activities.

7.3 In general, the mentioned committee is composed of executives of the divisions of Legal Counseling, Compliance, Internal Auditing and Human Resources. Its activity and responsibility include, among others (which are described in full in such committee's rules), the following:

7.3.1 To authorize exemptions from the provisions of the Code. In any case, such exemptions shall be exceptional and shall only be authorized upon showing of justified cause that does not pose any risk to the Corporate Integrity of BBVA Banco Francés and its group of companies in Argentina.

7.3.2 To promote the adoption of the necessary measures for solving ethically questionable actions that have come to the knowledge of any of the committee members, in the performance of their duties at the divisions they represent, or as a result of the receipt of communications referred to under paragraph 6.28 of the Code.

7.3.3 In connection with those circumstances that might present material risks for BBVA Banco Francés, to report immediately to the relevant:

(1) Board or Audit and Compliance Committee, as the case may be.

(2) Management Committee.

(3) Person in charge of the preparation of financial statements, with the purpose of ensuring that such statements reflect any information that may be relevant.

7.3.4 To solve situations in which the interests of BBVA Banco Francés and its group of companies in Argentina, are in conflict with the interests of the customers.

7.4 The Committee of Corporate Integrity Management, adds the following to the previous responsibilities:

7.4.1 To prepare and release all explanatory notes of those aspects of the Code that might need interpretation in order to ensure its practical application.

7.4.2 To propose changes to the contents of the Code with the purpose of adjusting it to the evolving activities and businesses of BBVA Banco Francés and its group of companies in Argentina, the environment in which these take place, and financial industry good practices.

COMPLIANCE DUTIES

7.5 BBVA Banco Francés and its group of companies in Argentina have assigned the department in charge of Compliance primary responsibility for promoting the development and enforcement of the rules and procedures necessary to ensure:

7.5.1 Compliance with the legal provisions and ethical standards applicable to each business and activity of BBVA Banco Francés and its group of companies in Argentina, together with criteria and rules included in the Code.

7.5.2 The identification of potential violations and the appropriate management of the risks that might derive from such violations.

7.6 Compliance is the responsibility of an office within the Division of Support to the Chairman of BBVA Banco Francés and its group of companies in Argentina.

7.7 The powers and duties of Compliance of BBVA Banco Francés and its group of companies in Argentina include specific responsibilities in terms of counseling and training of employees, and the implementation of certain internal procedures and controls associated with:

7.7.1 The prevention of money laundering and financing of terrorist activities.

7.7.2 Securities markets rules of conduct.

7.7.3 The protection of personal data.


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