Santander US - CODE OF CONDUCT
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Santander US
CODE OF CONDUCT
Classification: INTERNAL
| Page 1Santander US Code of Conduct
Santander US Date Last Approved: 12-15-2020 Version Number 7.0
SC Date Last Approved: 04-14-2021 Version Number 5.0
Table of Contents
1. INTRODUCTION ............................................................................................................................................. 4
1.1 PURPOSE AND SCOPE.................................................................................................................................. 4
1.2 YOUR RESPONSIBILITIES UNDER THE CODE ...................................................................................................... 4
1.3 DUTY TO REPORT/TIMELINESS ...................................................................................................................... 5
1.4 DISCLAIMER OF EMPLOYMENT ...................................................................................................................... 5
1.5 DOCUMENT APPROVAL AND MAINTENANCE .................................................................................................... 6
1.6 CORPORATE BEHAVIOR AND ETHICAL PRINCIPLES .............................................................................................. 6
2. CODE ............................................................................................................................................................. 8
2.1 POLICY STATEMENT .................................................................................................................................... 8
2.2 EQUAL OPPORTUNITY AND SAFE WORKPLACE .................................................................................................. 8
2.3 CONFLICTS OF INTEREST............................................................................................................................... 9
UNDERSTANDING CONFLICTS OF INTEREST: PERSONAL INTERESTS ...........................................................................9
RELATIONSHIPS...........................................................................................................................................10
DISCLOSURE OF PERSONAL INTERESTS .............................................................................................................14
2.4 OUTSIDE ACTIVITIES ................................................................................................................................. 14
SERVING AS DIRECTOR, OFFICER, OR EMPLOYEE OF A NON-SANTANDER ENTITY ......................................................15
OUTSIDE ACTIVITIES THAT REQUIRE WRITTEN APPROVAL ...................................................................................16
POLITICAL ACTIVITY/ GOVERNMENT OFFICIAL/ LOBBYING...................................................................................17
2.5 GIFTS AND BUSINESS EVENTS AND ENTERTAINMENT ........................................................................................ 20
GIFTS .......................................................................................................................................................20
BUSINESS EVENTS AND ENTERTAINMENT .........................................................................................................21
TRAVEL AND BUSINESS EXPENSE ....................................................................................................................22
GIVING, SOLICITING AND ACCEPTING THINGS OF VALUE TO OR FROM INTERNAL SOURCES .........................................23
CORPORATE SPONSORSHIPS AND PHILANTHROPY OPPORTUNITIES ........................................................................23
2.6 FAIR DEALING ......................................................................................................................................... 24
PRODUCT DESIGN CONSIDERATIONS ...............................................................................................................24
ADVERTISING AND MARKETING .....................................................................................................................24
SALES PRACTICES ........................................................................................................................................25
TIED BUSINESS DEALINGS .............................................................................................................................25
PRODUCT USE AND TERMINATION .................................................................................................................26
COMPETITION LAW .....................................................................................................................................26
2.7 COMMUNICATIONS .................................................................................................................................. 27
PUBLIC COMMENT/SPEAKING, ENGAGEMENTS .................................................................................................27
SOCIAL MEDIA ...........................................................................................................................................27
2.8 SANTANDER ASSETS: USE OF CORPORATE ASSETS ........................................................................................... 29
2.9 FINANCIAL CRIME PREVENTION AND DETECTION ............................................................................................. 31
ANTI-MONEY LAUNDERING ..........................................................................................................................31
ECONOMIC SANCTIONS AND ANTI-BOYCOTT ....................................................................................................32
ANTI-BRIBERY / ANTI-CORRUPTION ...............................................................................................................32
FRAUD ......................................................................................................................................................34
Classification: INTERNAL
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Santander US Date Last Approved: 12-15-2020 Version Number 7.0
SC Date Last Approved: 04-14-2021 Version Number 5.0
INSIDER TRADING........................................................................................................................................35
THE FX GLOBAL CODE .................................................................................................................................36
2.10 PRIVACY / CONFIDENTIALITY / INFORMATION SECURITY ................................................................................... 36
CONFIDENTIAL INFORMATION ACQUIRED WHILE SERVING AS A SANTANDER EMPLOYEE OR DIRECTOR .........................37
CONFIDENTIAL INFORMATION ACQUIRED FROM A PREVIOUS EMPLOYER OR ROLE ....................................................37
CONFIDENTIAL SUPERVISORY INFORMATION (“CSI”) .........................................................................................37
PRIVACY AND SAFEGUARDING .......................................................................................................................38
INFORMATION SECURITY ..............................................................................................................................39
2.11 RECORDKEEPING ...................................................................................................................................... 40
3. REPORTING ................................................................................................................................................. 41
3.1 REPORTING EMPLOYEE MISCONDUCT OR VIOLATIONS ...................................................................................... 41
3.2 NON-RETALIATION................................................................................................................................... 41
3.3 WHISTLEBLOWER – ALLEGED MISCONDUCT ................................................................................................... 41
3.4 REPORTING TO SANTANDER AND PERSONAL DISCLOSURES ................................................................................ 42
3.5 FAILURE TO REPORT ................................................................................................................................. 43
3.6 INVESTIGATIVE PROCESS ............................................................................................................................ 43
3.7 ADDITIONAL GUIDANCE AND REPORTING REQUIREMENTS ................................................................................. 43
4. GOVERNANCE AND ACCOUNTABILITY ......................................................................................................... 44
4.1 CODE GOVERNANCE ................................................................................................................................. 44
4.2 SUBSIDIARY GOVERNANCE ......................................................................................................................... 44
4.3 EXCEPTIONS............................................................................................................................................ 44
5. DOCUMENT HISTORY AND VERSION CONTROL ........................................................................................... 46
5.1 OWNERSHIP AND AUTHORSHIP ................................................................................................................... 46
5.2 SIGN OFF ............................................................................................................................................... 47
6. APPENDIX .................................................................................................................................................... 48
6.1 APPENDIX A — RELATED POLICIES AND PROCESS AND ADMINISTRATIVE DOCUMENTS ............................................ 48
7. POLICY ADDITIONS AND EXCEPTIONS.......................................................................................................... 50
7.1 SC ADDITIONS/EXCEPTIONS AND POLICY APPROVAL ....................................................................................... 50
7.2 SC DOCUMENT HISTORY AND VERSION CONTROL ........................................................................................... 52
7.3 SC KEY CONTACTS ................................................................................................................................... 53
Classification: INTERNAL
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Santander US Date Last Approved: 12-15-2020 Version Number 7.0
SC Date Last Approved: 04-14-2021 Version Number 5.0
1. Introduction
1.1 Purpose and Scope
The Santander US Code of Conduct (“Code”) outlines principles of honesty, integrity, accountability, and
trust that all employees, and members of the Board of Directors (“Directors”) of Santander Holdings USA,
Inc. (“SHUSA”) and its Subsidiaries1 (collectively, “Santander US”) and employees of Banco Santander,
S.A. (“Santander”), New York Branch (“BSNY”) must understand and follow. These principles align with
the core values set forth by SHUSA’s parent company Santander.
Employees and Directors professional conduct should align to the Code’s principles to ensure that
Santander’s reputation remains intact.
As used in this Code, “Employees” are defined as an individual(s) who has/have been hired by any
Santander US entity or BSNY in the capacity of a regular full-time or part-time, occasional, seasonal,
interim, or periodic worker whose pay is recorded on IRS Form W-2.
This Code is expected to be adopted and adhered to by all entities of the combined U.S. operations of
Santander (“CUSO2”), as defined in the Santander US Governance Framework.
1.2 Your Responsibilities Under the Code
You are required to adhere to this Code and all other applicable Santander US policies that set forth the
ethical and professional conduct that Santander US and BSNY expects from you, including but not limited
to Compliance, Legal and Corporate Affairs (“LCA”) and Risk policies; whether on Santander’s, a client’s,
or a supplier’s premises, as well as when working offsite, remotely or from home. All such policies are
available for your review on policyIQ. Additionally, Human Resources (“HR”) has documentation (e.g.,
Team Member Handbook, and other policies) that may provide additional guidance for certain areas
covered by the Code (please reference Appendix A).
You are expected to understand and comply with the laws and regulations under which Santander US
operates. If any provision of this Code conflicts with the law, the law will prevail. If a Subsidiary or BSNY
has policies or procedures more restrictive than this Code, you must follow the more restrictive Subsidiary
or BSNY policy or procedure, as applicable.
Use good judgment. Remember: if a situation doesn’t feel right, it likely isn’t. Refer to the applicable
Santander US or BSNY policy for guidance, or consult with your manager, local Compliance, or LCA. If you
1
Defined in the Santander US Governance Framework, as amended from time to time.
2
Santander’s combined U.S. operations under Federal Reserve System Regulation YY, Enhanced Prudential
Standards for Bank Holding Companies and Foreign Banking Organizations.
Classification: INTERNAL
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know of or suspect that a violation of this Code or any misconduct has taken place, or if you have any
employee relations concerns, you should report them immediately to your manager, HR Employee
Relations, local Compliance or the EthicsLine or Portal3 (see Section 3 of this Code for further guidance).
It is important to note that nothing within this Code is intended to or be construed as interfering with
Employees’ exercising their Section 7 rights under the National Labor Relations Act4.
1.3 Duty to Report/Timeliness
You are responsible for reading, reviewing, and understanding this Code. You must also complete the
annually required training and attest to an understanding of and adherence to your individual obligations
to comply with this Code and the laws and regulations referenced herein.
It is not only the right, but the duty of every Santander US and Employee and Director and BSNY Employee
to speak-up and share their concerns when they suspect something illegal or unethical is occurring. You
are required to report any known or suspected violations of applicable law, regulations, internal policies
or the Code promptly. Reporting is required whether the violation involves you or others subject to the
Code. You may be held responsible for not reporting the actions of others if you knew, or should have
known, that they were in violation of any applicable law, regulations, SHUSA policy or the Code. It is
important that all allegations reported are truthful and honest in nature of what you are reporting. Please
refer to section 3.1 of this Policy for more information regarding reporting.
Santander US and BSNY strictly prohibits retaliation against Employees and Directors for reporting or
assisting in an investigation regarding conduct that is reasonably believed to relate to unethical acts, a
regulatory or legal violation, or fraud. You will not be discriminated or retaliated against regarding
compensation, terms, conditions, location, or privileges of employment due to your submission, or the
submission by a person acting on your behalf, of a report, whether verbal or written, of alleged
wrongdoing. If you have any concerns, you should raise them to your manager, HR, or the EthicsLine.
1.4 Disclaimer of Employment
While this Code highlights Santander US Employee and Director and BSNY Employee expectations, it does
not confer any rights, privileges or benefits on any Employee or Director, create an entitlement to
continued employment, establish conditions of employment or create an employment contract between
Employees or Directors and any of the Santander US entities or BSNY. In general, employment at
3
The EthicsLine can be contacted by phone at 844-592-8452 and electronically by Portal at
santanderUS.ethicspoint.com.
4 Section 7 of the National Labor Relations Act guarantees employees "the right to self-organization, to form, join,
or assist labor organizations, to bargain collectively through representatives of their own choosing, and to engage
in other concerted activities for the purpose of collective bargaining or other mutual aid or protection," as well as
the right "to refrain from any or all such activities."
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Santander US or BSNY is expressly “at-will” and may be terminated at any time by Santander US or BSNY,
with or without cause and with or without notice. The contents of this Code do not modify the at-will
status of employment with Santander US and BSNY.
1.5 Document Approval and Maintenance
The Code is owned by the SHUSA Chief Compliance Officer (“CCO”). It is recommended by the SHUSA
Compliance Committee (“CC”) to the SHUSA Enterprise Risk Management Committee (“ERMC”) and the
SHUSA Board Risk Committee (“Risk Committee”) for final recommendation to the SHUSA Board of
Directors (the “Board”) for review and approval at least annually.
At least annually the CCO reviews and updates this Code, as necessary, to ensure that it remains applicable
to Santander US’s strategy and current and planned activities. Ad-hoc reviews of this Code may be
performed at the CCO’s discretion. The ERMC, Risk Committee, and Board may also initiate updates to
this Code in response to changing conditions. The Board must approve all material changes or updates to
this Code.
Each Subsidiary and BSNY is expected to submit this Code to its Board of Directors (“Subsidiary Board”),
designated Subsidiary Board committee(s), or appropriate management committees (where there is no
local Board) for formal review and adoption in accordance with the Santander US Enterprise Risk
Management (“ERM”) Framework and the processes described in the Santander US Policy Administration
Operating Policy.
1.6 Corporate Behavior and Ethical Principles
The corporate behaviors and ethical principles are the main pillars of the Code. In line with the Santander
Simple, Personal and Fair culture, the corporate behaviors reflect this attitude and should guide the way
of working and living the Santander brand. These Corporate Behaviors are:
• Show Respect
• Truly Listen
• Talk Straight
• Keep Promises
• Support People
• Embrace Change
• Actively Collaborate
• Bring Passion
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Our Ethical Principles are:
Equal opportunities, diversity and non-discrimination
We guarantee access to jobs and promotions without discrimination on the basis of gender, sexual
orientation, race, religion, age, marital status or social class.
Respect for people
We encourage relationships based on respect for the dignity of others and equality, fostering a respectful
and positive work environment.
Occupational risk prevention
The health and safety of our Employees is essential to achieving a comfortable, safe working environment.
Work-life balance
We encourage a work atmosphere that is compatible with personal development and family life to
improve the lives of Employees and their families.
Environmental protection and social and environmental responsibility
We undertake to comply with legislation on social and environmental matters and general principles of
action in the area of human rights and climate change.
Collective rights
We respect the legally recognized rights of unionization, association and collective bargaining.
Classification: INTERNAL
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SC Date Last Approved: 04-14-2021 Version Number 5.0
2. Code
2.1 Policy Statement
Santander US and BSNY are committed to ensuring that all Employees and Directors maintain the highest
standards of ethical behavior. Thus, all policies and procedures shall conform to applicable laws and
regulations, and you have a duty to fully comply with the laws and regulations governing Santander US
and BSNY activities. You are expected to exercise good judgment, act with integrity, and uphold ethics of
the highest standard. You are expected to act professionally, thus fostering a positive, inclusive and
productive work environment. You are required to act with integrity at all times. If a situation doesn’t feel
right, you should consult with your manager, local Compliance, or LCA.
Failure to comply with this Code
You are responsible for understanding and complying with this Code’s requirements, as well as Santander
US and BSNY policies, standards and procedures that are relevant to your role. You have a duty to
promptly report any known or suspected violations of applicable law, regulation, internal policy or this
Code (collectively referred to as “Code Violations”) using the steps described in Section 3 – Reporting.
Employees who violate this Code will be subject to disciplinary action, up to and including termination of
employment, as well as possible referral to applicable regulatory or law enforcement authorities.
2.2 Equal Opportunity and Safe Workplace
Santander US and BSNY value equal opportunity and an inclusive and diverse workforce and as such, are
committed to providing equal opportunity in access to employment, professional development,
advancement, and all other terms and conditions of employment. All employment decisions at Santander
US and BSNY are based on legitimate business considerations without regard to age, race, color, sex,
gender, national origin, citizenship status, sexual orientation, religion, religious affiliation, pregnancy,
maternity, marital status, gender identity or expression, genetic information, disability, veteran status or
any other status protected under federal, state or local law.
This commitment to non-discrimination applies to the entire employment process, including recruitment,
hiring, promotion, compensation, transfer and termination. Furthermore, you should conduct yourself in
a professional manner, ensuring that you do not use discriminatory language (including any comments
that indicate a bias against other people based on factors listed in the above paragraph).
In addition, Santander US and BSNY are committed to a safe and injury-free workplace free from
inappropriate workplace behavior (e.g., harassment, intimidation, physical or verbal abuse, and
workplace aggression). You must comply with work, health and safety standards, take care to protect your
own health and safety and consider the health and safety of others. Employees have a responsibility to
report inappropriate behavior before it escalates to violence in the workplace. All instances of threats,
threatening behavior, or acts of violence must immediately be reported to your manager, HR Employee
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Relations or SanResponse5. If you are in a managerial role, you must promptly report all suspected
violations of the standards set forth in this section to your Employee Relations contact or the Employee
Relations Hotline6 to ensure that such issues are promptly addressed.
2.3 Conflicts of Interest
A conflict of interest exists when your personal or financial interests—or the interests of an Employee’s
and Directors Immediate Family Member; (which for purposes of this Code include a spouse, domestic
partner, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and
sisters-in–law, and anyone [other than domestic employees] who lives in your household), or anyone with
whom you have a significant relationship—interfere, could interfere or appear to interfere in any way
with your ability to serve the best interests of Santander US and BSNY, its customers, and/or its
stakeholders. A conflict of interest also exists if you enter into personal relationships that would
compromise or appear to compromise your impartiality as an Employee or Director. You may not derive
or seek to derive personal benefit from business opportunities that arise from your role at Santander US
or BSNY.
This section outlines situations that might give rise to a conflict of interest and is not meant to be all
inclusive.
Understanding Conflicts of Interest: Personal Interests
“Conflicts of interest” and “personal interests” must be construed broadly. Your personal interests or the
personal interests of your Immediate Family Members or anyone with whom you have a significant
relationship may refer to anything that directly or indirectly benefits you or them.
In identifying and addressing conflict of interest issues, you must remember that the benefits do not have
to be financial in nature; they can be intangible, such as charitable gifts or donations made in your name
intended to enhance your reputation. Furthermore, you must be aware that the interests of Santander
US and BSNY, its customers, and/or stakeholders may be damaged even when there is no financial harm.
Please see the Santander US Reputational Risk Enterprise Policy for further details regarding the
management of reputational risk at Santander in the U.S.
You must abstain from participating in or influencing decisions that may affect Employees or entities with
which there may be a conflict of interest, or in which your objectivity or ability to adequately fulfil your
obligations to Santander may be compromised. Additionally, you must also abstain from accessing
5
Contact SanResponse at 1-888-467-7088. Option 1 for Safety & Security Incident and Option 2 can be used to
report all incidents of potential or actual fraud directly to Fraud Prevention & Loss Management. Additionally, the
“In Case of Crisis” app is available for download on all major app stores.
6
The Employee Relations Hotline can be contacted by phone at 1-800-210-1426 Option 4.
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important information that may have an impact on the conflict. Whether a conflict of interest exists
depends on the specific facts and circumstances of a given situation, but in each instance, it may cause
you to fall short of exercising sound and objective business judgment.
Relationships
This section discusses broad categories of relationships where conflicts of interest may arise. The
information provided is not intended to cover all possible situations that might lead to a conflict of
interest. You should consult with your manager, local Compliance, or LCA if you need further guidance.
Customers/Clients
In dealing with Santander US and BSNY customers and clients, you must use prudent judgment and act in
good faith. You must be honest, transparent, professional, and act independently of your personal
interests. The following examples should serve as guidance, but they are not exhaustive.
You must:
• Not invest in a customer or client’s business, take part in a joint venture with a customer, or take
advantage of your position with Santander to invest or participate in a customer or client’s
business unless you have made full disclosure and received prior written approval from your local
Compliance and LCA.
• Not personally accept fiduciary appointments, mandates, or powers of attorney from customers
or clients unless they are an Immediate Family Member, or you have made full disclosure and
received prior written approval from your manager and local Compliance.
• Not encourage a transaction or other conduct by one customer or client for the benefit of another,
unless all potentially affected customers or clients are aware of their different positions and
expressly agree to the transaction or other conduct.
• Not divulge the confidential information of one customer or client for the benefit of another
without the first customer’s or client’s consent.
• Inform customers and clients of the potential for a conflict of interest and avoid entering into
personal relationships with customers and clients where a conflict exists.
• Not solicit or accept gifts, entertainment, or other things of value, including travel expenditures,
from customers, clients, or other business partners, except as permitted herein; refer to section
2.5 Gifts and Entertainment.
• Not participate in any transactions on behalf of Santander US that are related in any way to
personal or family interests.
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• Avoid making specific recommendations to customers and clients regarding professional services
such as real estate or insurance agents, stockbrokers, attorneys, or accountants. In some
Subsidiary business units, there may be an approved referral list with several names or agencies
listed, without any indication of preference, which may be given to a customer or client.
• Avoid any discussion or interaction that could be interpreted as providing investment, legal, tax,
or accounting advice to customers and clients, unless your role requires you to provide such
advice and, to the extent applicable, you are duly licensed to perform the work.
You are permitted to have individual business and personal relationships with Santander US and BSNY
customers, clients, third parties, and others who do business with Santander US and BSNY, provided that
any such business relationship is on customary terms, for proper and usual purposes, and pre-approval is
obtained7 if required. You must not solicit or accept any special favors in recognition of your relationship
with Santander.
Various individuals, including Santander US and BSNY Employees, Directors, and advisors, including
outside counsel, may refer potential customers/clients to Santander US. Under no circumstance is such a
referred potential customer or client to be given preferential treatment of any kind with regard to rates,
fees, and other terms, including customer service, beyond that given to any other customer or client.
Santander Affiliates and Subsidiaries
Conflicts of interest must be considered with respect to internal lines of business, across US-based
businesses and Subsidiaries, as well as with respect to Banco Santander, S.A. and other non-US affiliates.
Conflicts that arise that may impact US-based businesses and Subsidiaries must be resolved recognizing
the primacy of certain U.S. laws and regulations.
• Conflicts between Banco Santander, S.A., and the US – This type of conflict may arise when
SHUSA or a US Subsidiary intends to put its interests before the interests of Banco Santander, S.A.,
the parent company; for example, in the scenario where Santander Bank, N.A. (“SBNA”) has
identified a global commercial client beneficial interest that is to the detriment of a broader BSSA
client relationship. In these instances, Banco Santander, S.A., as the parent company, must be
notified (via escalation from SHUSA LCA) and will work to and resolve these conflicts of interest
with the applicable Subsidiary by applying the resolution mechanism set forth in the Group-
Subsidiary Governance Model and Guidelines for Subsidiaries.
• Conflicts between Banco Santander Affiliates – This type of conflict may arise when one Affiliate
intends to put its interests before the interests of another Santander Group subsidiary; for
7
Please refer to the Outside Activities and Gifts & Entertainment standards
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example, in the scenario where SHUSA or a US Subsidiary has identified a beneficial interest that
is to the detriment of a non-US Affiliate. In these instances, Banco Santander, S.A., as the parent
company, must be notified (via escalation from LCA) and will work to resolve these conflicts of
interest with the applicable Santander Affiliates by applying the resolution mechanism set forth
in the Governance Model.
• Conflicts between two US Subsidiaries – This type of conflict may arise when one US Subsidiary
intends to put its interests before the interests of another US Subsidiary; for example, in the
scenario where SBNA has identified a beneficial interest that is to the detriment of Santander
Consumer USA Holdings, Inc. In these instances, Compliance or LCA must be notified and will
facilitate the escalation and resolution of these conflicts through the Executive Risk Committee.
Competitors
You may not have any agreement, understanding, or arrangement with any competitor with respect to
the pricing of services, interest rates, customer relationships, geographic coverage, or marketing policies
unless you receive prior written approval from LCA. Additionally, please refer to Competition Law section
2.6.6 of this Code.
You must take all appropriate steps to prevent any disclosure of confidential and proprietary information
to Santander US competitors or other third parties. Please refer to Section 2.10, Privacy/ Confidentiality/
Information Security of this Code for more guidance.
Suppliers and Third-Party Services
You must avoid any type of interference or influence that could appear partial or lacking in objectivity if
you are involved with suppliers’ contracts or services or have input into the economic terms of such
contracts. Employees may not engage in procuring products or services for Santander with companies or
individuals with whom they have economic or family ties and are prohibited from entering into side
agreements with suppliers and/or third parties. You must use established procedures to enter into
contracts with external suppliers and third parties and must avoid exclusive business arrangements. All
contracts or arrangements must be approved by LCA. For additional details, please refer to the Santander
US Enterprise Third Party Risk Management Enterprise Policy. Additionally, please see the Santander US
Supplier Code of Conduct regarding basic principles and expectations for suppliers’ professional conduct.
If you have access to confidential and proprietary information belonging to Santander US’ suppliers/third
parties, you must treat such information the same as you would treat Santander US’ information, by:
1. Using such information and property for authorized purposes only;
2. Maintaining the confidentiality of such information and property in accordance with the
requirements of Section 2.10, Privacy/ Confidentiality Information Security of this Code; and
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3. Adhering to other data security procedures as may be implemented by Santander US and BSNY
from time to time.
Subject to certain permitted transactions and exceptions described in Section 2.5, Gifts and Business
Events and Entertainment of this Code, you may not solicit and/or accept gifts or entertainment, including
travel and accommodations, from suppliers or third parties with whom Santander US does or intends to
do business.
Other Employees
Santander will consider for hire or internal transfer an Employee’s relative if the hiring does not present
a conflict of interest or compromise internal control measures as determined by the hiring manager in
conjunction with Human Resources.
You may maintain friendships and other personal relationships with Employees outside of work, however
a conflict of interest applies when a “significant other” relationship develops between Santander
Employees. While there is no prohibition on Employees dating other Employees, it is inappropriate for
Employees involved in personal relationships to report to each other at work or have the ability to
influence each other’s performance of their duties, responsibilities, or compensation. An Employee
cannot functionally report to one’s relative or significant other. If such conflict establishes itself after being
hired, one of the two Employees will have to be moved to another department.
You must disclose any relationships with Employees that may result in an apparent, actual, or potential
conflict of interest to your manager and/or HR. Failure to do so may result in discipline, up to and including
termination of employment.
You are also generally prohibited from participating in personal financial transactions with other
Employees, unless they involve a nominal amount, or the other Employee is an Immediate Family Member
or close personal friend.
Employee Loans from other Resources
You are prohibited from borrowing money from customers or suppliers of Santander US and BSNY;
exceptions may be made when those customers or suppliers are Immediate Family Members.
You may not borrow under any other circumstance that appears inappropriate or that might cause a
potential conflict of interest.
Nothing in this Code precludes you from obtaining loans from another financial institution, provided that
such loans are, under all facts and circumstances, at fair market value and at terms no more favorable to
you than those available to the general public.
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Loans to Insiders
Regulation O restricts extensions of credit by a bank to any director, executive officer, or principal
shareholder of the bank or certain of its affiliates (collectively, “Regulation O Insiders”) and requires that
certain extensions of credit to Regulation O Insiders be disclosed.
Subsidiaries that are subject to Regulation O may not, directly or indirectly, including through any
subsidiary, extend or maintain credit, arrange for the extension of credit, or renew an extension of credit
in the form of a personal loan to or for any Regulation O Insider or to certain affiliate Regulation O Insiders,
except as provided by Regulation O, and the policies and procedures developed at the Subsidiaries to
ensure compliance with Regulation O.
Civil monetary penalties may be imposed against Subsidiaries and Directors, Employees and agents that
participate in activity that violates a provision of Regulation O. To the extent Regulation O is applicable to
your Subsidiary, please refer to your local Regulation O Policy for more information.
Disclosure of Personal Interests
If you are unsure whether a conflict of interest exists, you must consult with your manager and local
Compliance. You must also refrain from taking any action that may give rise to an actual conflict of interest
until the facts of the situation are properly addressed by local Compliance, which may determine that you
cannot engage in a certain activity while at Santander US.
Some examples of personal interests that should be disclosed are:
• Any personal or Immediate Family Member website(s) that relates to the financial services
industry and/or related to the job you perform on behalf Santander must be disclosed;
• Being designated as a signer/ co-signer or having signature authority on any Santander product
or service that is related to a business account, that business must be disclosed; and
• Becoming an angel/seed investor.
Should you choose to participate in an activity as described above, please refer to section 2.4, Outside
Activities below for further information; each Employee and/or Director must contact their local
Compliance or LCA prior to acting in such to ensure there is no conflict of interest.
2.4 Outside Activities
Santander encourages your involvement in outside activities as long as there is no conflict of interest and
your role at Santander US or BSNY is not impacted negatively by the outside activity; including the amount
of time spent on the activity and the improper use of Santander assets/resources. Accordingly, you are
generally prohibited from engaging in certain outside activities (including business opportunities) that
restrict, compete, or interfere with Santander US or BSNY business activities and interests. There are
Classification: INTERNAL
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prohibitions on certain real estate activities (e.g. investment properties). For further information
regarding prohibited outside activities, please refer to the Santander US Outside Activities Oversight
Standard.
Employees must disclose all outside activities in which that they wish to be involved, at least 30 days in
advance of starting the activity. New Employees must disclose all outside activities they are involved in
within 30 days of their start date. Employees may be asked to resign from an activity if the position directly
affects Santander’s interests or is deemed to create a conflict of interest.
Some Subsidiaries may have stricter Outside Activity requirements; please see your local Outside Activities
Oversight Standard for further guidance. Annually, Employees will complete a confirmation of previously
approved outside activities as well as complete the Code of Conduct attestation. You must also refrain
from taking any action that may give rise to an actual conflict of interest until the facts of the situation are
properly addressed by your local Compliance, which may determine that you cannot engage in a certain
activity while at Santander US or BSNY.
Serving as Director, Officer, or Employee of a Non-Santander Entity
For-Profit Entities
You are generally prohibited from serving as a director, officer, or employee of another financial services
company including, but not limited to, an unaffiliated bank, thrift, and trust or depository institution.
Before you begin serving as an officer, director, or employee of a for-profit business that’s in the financial
services industry or related to your field of work, you must discuss the proposed service with your
manager and then your local Compliance, make full disclosure of the nature of the contemplated activity,
and obtain written approval.
You are also prohibited from performing any other service as a director, officer, or employee of Santander
US and BSNY or for-profit business that is or appears to conflict with the interests of Santander US or
BSNY. Typically, this includes, but is not limited to, owning, operating, or working for an organization in
competition, directly or indirectly, with Santander US or BSNY.
Directors who accept appointments to serve as directors, officers, or employees outside of Santander US
shall, in cases where such appointments have not previously been disclosed, must promptly disclose such
appointment to the Board Chairman and the Corporate Secretary (in the case that it is the Chairman
disclosing, the disclosure should go to the SHUSA Nominations & Executive Committee). In addition,
Directors must comply with any limitations imposed on such service by the relevant Board of Directors.
If you are approved to serve as a director, officer, owner, or employee of any non- Santander US or BSNY
for-profit business, you must inform your local Compliance of any potential conflict of interest that may
arise at any time during that service. If warranted, you must abstain and recuse yourself from any
Classification: INTERNAL
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discussion or vote related to or arising from potential conflicts of interest. In addition, if requested by local
Compliance, you must resign from the position or otherwise terminate your affiliation with the non-
Santander business in order to continue your employment at Santander US or BSNY.
Not-for-Profit Entities
Before serving as a director or committee member (including on an Audit, Finance, or Investment
Committee) of a not-for-profit entity which poses either a perceived or actual conflict of interest, you
must disclose the proposed service to your manager and then your local Compliance8, which will either
grant or deny permission to serve. For example, you must seek Compliance approval when:
• The entity is a Santander US or BSNY customer, client, or third party; or
• Your service could pose reputational risk9 to Santander.
During your service, if changed circumstances cause perceived or actual conflicts of interest (including
changes to your role within Santander or the not-for-profit) you must request Compliance’s permission
to continue serving. Additionally, please refer to the Santander US Corporate Social Responsibility
Enterprise Policy for clarification relating to organizations affiliated with SHUSA and Subsidiary Directors.
Employee or Owner of a Non-Santander Entity
Before serving at any level of, or owning certain for-profit business(es), you must discuss the proposed
service and seek pre-approval from your manager. This includes disclosing any businesses to which you
are a signer/co-signer, as well as having signature authority or transaction authorization (active or passive)
on a Santander product or service that is related to a business account.
Outside Activities that Require Written Approval
Employees who engage in certain outside activities are required to obtain written approval from their
manager and local Compliance, while Directors outside activities require written approval from the SHUSA
CLO. Outside activities that require pre-approval include, but are not limited to:
• Acting as a member or officer of a board of directors/trustees (including advisory boards) of a
professional association, unless Santander US asks you to so serve;
8
This includes appointments where the SHUSA Corporate Social Responsibilities function requests an Employee
join a Board or Community Organization as a representative of Santander; refer to the Santander US Corporate
Social Responsibility Policy for additional detail.
9
For further information on reputational risk, consult the Santander US Reputational Risk Enterprise Policy.
Classification: INTERNAL
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• Acting as a general or managing partner of a partnership or otherwise actively managing a
business;
• Engaging in an activity in return for compensation or reasonable expectation of future
compensation if the activity is performed in the financial services industry or related to your field
of work (e.g., getting paid for outside auditing work if you are an auditor for SHUSA);
• Acting as an instructor in areas in which Santander US or BSNY has a business interest (e.g., retail
or commercial banking);
• Providing advice on investments, legal, tax or accounting matters;
• Writing, endorsing, publishing, speaking, blogging, maintaining business or informational
websites, participating in online business referral networks or other similar activities involving the
financial services industry or related to your field of work at Santander US or BSNY in print or
online; or
• Testifying as an expert witness.10
It is not a SHUSA requirement that all Outside Activities for which an Employee receives compensation
needs pre-approval (e.g., part time retail sales jobs, restaurant/bar service jobs, ride share driver
employment etc.). However, local Compliance may implement additional disclosure requirements or
restrictions on acceptable activities based on risk or regulatory guidance; you must adhere to the more
restrictive requirement.
Please refer to the Santander US Outside Activities Oversight Standard for further guidance.
Attending Conferences/Seminars
If you are attending a professional conference, seminar or other similar event (infrequently), where your
presence may be construed as being on behalf of Santander US (whether paid for by Santander or
personally), please see section 2.7.1 below for guidance on requirements related to requests for Public
Speaking/Engagement.
Political Activity/ Government Official/ Lobbying
Santander respects your right to engage in personal political activities using personal resources and
personal time. Depending on your role there may be certain conditions, limitations or requirements
placed on personal political contributions and activities. For example, because government and other
10
Any subpoena for testimony as it is related to Santander and/or your job at Santander should be reported to LCA.
Classification: INTERNAL
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public entities as well as labor unions are current and potential customers of Santander US and BSNY,
Employees of certain business units may be subject to certain legal and/or policy restrictions. You must
ensure that all activities are lawful and compliant with any legal restrictions and requirements, which
includes not making any personal contributions intended to influence the award of business or
promulgation of legislation or rulings favorable to Santander US or BSNY. This responsibility includes
compliance with any legal limitations on political contributions and refraining from actions that may be
misconstrued as being conducted on behalf of Santander US or BSNY.
You cannot use of any Santander US or BSNY facilities, equipment, supplies, personnel, or name, as well
as use of Santander US or BSNY funds to purchase tickets to political dinners, fundraisers, or the like unless
you received specific authorization from the LCA Executive Director of Government Relations. Please refer
to Section 2.9.3, Anti-Bribery/ Anti-Corruption of this Code.
Personal Political Contributions
Covered Employees for purposes of Political Contributions include:11
• Executive Officers of SHUSA or a Subsidiary;
• Employee Directors of SHUSA or a Subsidiary
• Any other Employees of SHUSA, BSNY or a Subsidiary who:
o Because of their job function is classified as a Covered Employee; and
o Compliance or SHUSA LCA has notified the individual as a Covered Employee for purposes
of the Santander US Political Contributions Standard.
To help ensure Santander US and BSNY comply with various political contribution restrictions, Covered
Employees must obtain advance clearance from local Compliance for all personal political contributions
they wish to make. Covered Employees must also obtain prior written approval from Compliance before
they solicit or coordinate political contributions. Santander US Independent or Non-Employee Directors
must obtain advance clearance from the SHUSA CLO or SHUSA Corporate Secretary.
Please see the Santander US Political Contributions Standard for further information (including
classification of Covered Employees) regarding political activities.
Corporate Political Contributions
11
Please refer to Appendix D of the Santander US Political Contributions Standard for a description of who may be
determined to be a Covered Employee.
Classification: INTERNAL
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Federal law and many state laws prohibit corporate political contributions. Any activity involving potential
corporate political contributions including causing Santander US or BSNY to use corporate resources
(personnel or otherwise), assets, or facilities in connection with Fundraising or other political activities,
requires advance clearance from the SHUSA LCA Executive Director of Government Relations prior to
causing Santander US or BSNY to make a corporate political contribution.
Under no circumstances may Santander US, BSNY or a Santander US PAC reimburse an individual or entity
for a Political Contribution.
Political Action Committee (“PAC”)
Covered Employees and Employees that are Directors are prohibited from establishing, controlling or
holding a management position or serving on the board of directors of a PAC, or any other entity that
makes political contributions. This does not apply to the Santander US PAC; pre-clearance is not required
for political contributions to the Santander PAC. Please contact the LCA Executive Director of Government
Relations if you have any questions.
Lobbying
The SHUSA Government Relations and Public Policy team is solely responsible for conducting government-
related advocacy activities on behalf of Santander US and BSNY. You must be aware of the restrictions
that apply to a particular situation and must comply with all applicable laws, regulations, policies, and
standards. For more information, consult with Government Relations.
Political Positions
An Employee’s candidacy, election, or appointment to a government position may prohibit or otherwise
create restrictions on Santander US or BSNY business activities with the government office or related
organizations. Any outside activity that involves a government position, whether paid or unpaid, elected
or appointed, must be pre-approved, in writing, by your direct manager, local Compliance, as well as the
head of the Subsidiary functional area.
Assuming any elected or appointed public office, including positions with any local, municipal, county,
state, or federal government, board, commission, or agency requires a legal opinion from the government
entity stating that your involvement will not restrict Santander US business activities. This requirement
may be waived in certain cases in which LCA approval is requested and is received. This requirement does
not apply to elected or appointed positions within a political party (e.g., a local election committee).
Political Related Volunteering
Covered Employees who wish to volunteer for a federal, state, or local candidate campaign, political party
committee, PAC, inaugural effort, transition effort, or Ballot Measure Campaign must obtain prior written
approval from your Subsidiary LCA.
Classification: INTERNAL
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2.5 Gifts and Business Events and Entertainment
Giving, soliciting or accepting anything of value from customers, prospective customers, third parties,
government officials or public sector employees in connection with any Santander US or BSNY business,
transaction, or service is generally prohibited by a number of laws, regulations, and this Code. Violations
of any of these prohibitions can result in fines, regulatory sanctions and imprisonment, as well as
termination of your employment with Santander US or BSNY.
In instances where an activity occurs outside of the United States or with individuals from another
country, there should be a heightened awareness that there is the possibility of increased risk. Under all
circumstances, you must exercise good judgment to ensure that any gift and/or business
events/entertainment is reasonable for the occasion, is not lavish or frequent, does not create any
appearance of impropriety, and could not be perceived to be compensation.
Employees registered with the Financial Industry Regulatory Authority (“FINRA”) may be subject to a more
restrictive set of rules than those described in this section. Contact your local Compliance for more
information regarding FINRA Associated Persons Gifts and Entertainment (“G&E”) rules.
If you believe that Employees or third parties are not following the policy requirements, you should
escalate your concerns to your Compliance or Legal functions or contact the EthicsLine or Portal12.
Santander US and BSNY third parties are reminded in the Santander US Supplier Code of Conduct that
Santander policies prohibit Employees from soliciting or accepting gifts, entertainment or gratuities from
its third parties and third parties may not offer, solicit or provide any gifts, entertainment or gratuities to
Employees.
Gifts
A gift is anything of value given to an individual for no cost or below market value without a direct business
purpose. Usually a gift is a tangible item (e.g., gift basket, tickets to an event), but it also can be an
intangible benefit such as services, access, or special advantage that is not generally available to the
public. A gift may also include payment or reimbursement of travel or other expenses.
Gift Requirements
12
The EthicsLine can be contacted by phone at 844-592-8452 and electronically by Portal at
santanderUS.ethicspoint.com
Classification: INTERNAL
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