Policy on the avoidance of conflict of interest and conditions for appearance thereof in JSC Belagroprombank

In order to implement a systematic approach of conflicts-of-interest management in JSC Belagroprombank (hereinafter referred to as the Bank) and organizations that are part of the banking holding, the parent organization of which is the Bank, to improve corporate governance and ensure financial reliability and long-term existence of the banking holding, the “ Conflict-of-Interest Management Policy (hereinafter referred to as the Policy) is developed.

Corporate governance is aimed at implementing the goals and development strategy, one of the main tasks of which is the organization of conflict-of-interest management, including a set of measures to identify and eliminate conflicts of interest, as well as the conditions for its occurrence.

The main objectives of conflict-of-interest management are:

• improvement of corporate governance;
• ensuring transparency of the Bank's corporate governance;
• counteraction to corruption manifestations;
• functioning of the banking holding within the framework of the law;
• the most complete and timely identification of existing and potential areas and (or) conditions for the emergence of a conflict of interest.

A conflict of interest is understood as a contradiction between the property and other interests of the Bank and its shareholders (other beneficial owners), management bodies and their members, organizations that are part of the banking holding, the parent organization of which is the Bank, structural divisions, employees, customers, which may lead to result in adverse consequences for the Bank and customers.

Conflict-of-interest management is divided into the following stages: prevention, detection and assessment, and settlement. In order to develop proposals and recommendations for resolving the identified conflict of interest, the conditions for its occurrence, to monitor the completeness of the measures taken, information on the implementation of the Policy is submitted to the Audit Committee under the Supervisory Board of the Bank.

Conflict-of-interest management is aimed at preventing and resolving conflicts of interest in the activities of a banking holding company, possible adverse consequences from the implementation of a conflict of interest, its employees, shareholders and customers by implementing a set of measures both in the process of internal control and in the process of risk management.

The Bank and the member organizations of the banking holding company ensure fair treatment of their customers and counterparties in the framework of their consulting, provision of services or transactions with them or on their behalf and take all necessary measures to prevent conflicts of interest, identify circumstances that cause or may cause a conflict of interest as well as its settlement.

To resolve a conflict of interest, the Bank and member organizations of the banking holding use the following measures:

• creation of an organizational structure based on the principles of delineation of areas of responsibility and authority;
• maintaining the confidentiality of information containing commercial, banking, other legally protected secrets, as well as personal data that became known in connection with participation in the work of management bodies, the performance of official duties;
• creation of an effective system of internal control and risk management system;
• restriction of intervention (depending on the nature of the conflict of interest, the employee may participate in the process of the transaction, but loses the right to make any decisions or otherwise influence the parameters of the transaction);
• access restriction;
• exclusion of the possibility of participation of employees in the implementation of illegal activities, including the legalization of proceeds from crime, the financing of terrorist activities and the financing of the proliferation of weapons of mass destruction;
• timely response to cases of appearance of negative or unreliable information in the media and other sources, the implementation of investigations of these cases;
• prompt communication in accordance with the established procedure of information on the formation of conditions for the emergence of a conflict of interest, the presence of a conflict of interest;
• preliminary determination by the collegiate body, an official of the Bank of the recommended position of the Bank's representative in the management bodies of the organization-participant of the banking holding when voting on the issues under consideration.

Measures aimed at identifying and eliminating conflicts of interest are not exhaustive. In a particular case, other measures may be used to resolve a conflict of interest.