Coupa 1599672024

Supplier Code of Conduct

Purpose and Scope

This Supplier Code of Conduct (“Supplier Code”) outlines the obligations that third party suppliers, service providers, intermediaries and independent contractors, including their employees and representatives (each, a “Supplier”) must comply with when conducting business with, or providing goods and services to, or acting on behalf of, Maduro & Curiel’s Bank N.V. and its subsidiaries, affiliates, officers, directors, employees and authorized representatives (“Maduro & Curiel’s Bank”) world-wide.

Maduro & Curiel’s Bank is committed to its shareholders, clients, employees and the larger community. It is important that Maduro & Curiel’s Bank honors its core values of respect, integrity, passion, and accountability and that our Suppliers comply with applicable laws and regulations, align with the principles established in the Maduro & Curiel’s Bank Codeof Conduct, and operate in accordance with thevalues upon which this Supplier Code is based. The Maduro & Curiel’s Bank Code of Conduct discusses the principles of Maduro & Curiel’s Bank and the expectations as to how the Suppliers, who supply goods and services to Maduro & Curiel’s Bank, including their representatives and employees, are to conduct business with Maduro & Curiel’s Bank. This Supplier Code establishes specific obligations for Suppliers regarding the following issues: responsible business conduct, ethical business & employment practices, environmental stewardship efforts, privacy and information security and compliance. Existing agreements between Maduro & Curiel’s Bank and its Suppliers also contain specific requirements which may address issues identified in this Supplier Code. In the event of a conflict or inconsistency between this Supplier Code and an agreement between Maduro & Curiel’s Bank and a Supplier, the agreement will govern and prevail.

Responsible Business Conduct

Compliance with Laws

Supplier must ensure they conduct their business activities in compliance with all applicable laws, rules, and regulations of the jurisdictions in which they operate.

Conflicts of Interest

Suppliers must exercise reasonable care and diligence to prevent any situation in which a conflict-of-interest may occur in its dealings with Maduro & Curiel’s Bank. Supplier represents and warrants the following:

a) No Current or Prior Conflict of Interest

That the Supplier has no business, professional, personal or other interest, including but not limited to, any relationship with executives, employees (or their relatives) of Maduro & Curiel’s Bank or its affiliates, that would conflict in any manner or degree with the performance of its obligations.

b) Notice of Potential Conflict

If any such actual or potential conflict of interest arises, the Supplier shall immediately inform Maduro & Curiel’s Bank in writing of such conflict.

c) Termination for Material Conflict

If, in the reasonable judgement of Maduro & Curiel’s Bank, such conflict poses a material conflict to and with the performance of the Supplier’s obligations, then Maduro & Curiel’s Bank may terminate the agreement immediately upon written notice to the Supplier, such termination shall be effective upon the receipt of such notice by the Supplier.

Gifts and Entertainment

The nature of gifts and entertainment provided by any existing or potential Supplier must not, by their quality, quantity or timing, be provided to Maduro & Curiel’s Bank or its personnel in an attempt to gain advantage or preferential treatment or with the intent to influence Maduro & Curiel’s Bank’s procurement or business activities involving the Supplier. Any gift or entertainment offered must comply with the rules established in the Maduro & Curiel’s Bank Code of Conduct, be of modest value, infrequent, reasonable in scope, legal and consistent with generally understood ethical standards.

Anti-Bribery and Anti-Corruption

Maduro & Curiel’s Bank has zero tolerance for bribery and corruption and will not do business with Suppliers who engage in such conduct. Such behavior may be grounds for termination, suspension, disregard or declination of any existing or potential business relationships with the Bank. Suppliers must commit to preventing bribery and corruption and implementing controls to mitigate such risks. Suppliers must not engage in any conduct that would put Maduro & Curiel’s Bank at risk of violating applicable bribery and corruption laws and regulations, including offering, promising, giving, authorizing, soliciting, demanding, or accepting anything of value, directly or indirectly, to/from anyone in order to obtain or retain a business advantage or any other favorable consideration. Suppliers must comply with all applicable bribery and corruption laws and regulations in the jurisdictions in which they operate. Suppliers must notify Maduro & Curiel’s Bank if they become aware of any actions or investigations by any government or regulatory agency which may be ongoing or threatened against the Supplier in relation to a breach of such laws and regulations.

Anti-Money Laundering, Anti-Terrorism Financing and Sanctions

Suppliers must not directly or indirectly engage in any money laundering activities or conduct that violates anti-money laundering laws by accepting, transferring, converting or concealing money obtained from criminal activities or related to terrorist financing. Suppliers must commit to complying with all applicable sanctions, laws and regulations.

Data Protection

Suppliers must protect Maduro & Curiel’s Bank’s confidential information, system and network access. Suppliers must also protect Maduro & Curiel’s Bank’s customer and employee personal information in compliance with applicable laws, regulations and Maduro & Curiel’s Bank policies. Unauthorized use or disclosure of such system, network access, or personal or confidential information is not permitted and if such unauthorized access occurs, it must be reported to Maduro & Curiel’s Bank promptly after the Supplier becomes aware of it.

Privacy and Information Security

The Supplier must comply with Maduro & Curiel’s Bank’s Guidelines for Business Conduct and this Business Code of Conduct. They must use information obtained through their relationship with Maduro & Curiel’s Bank only for the purpose defined to them. Supplier must have appropriate information security policies and procedures in place to ensure secure access to Maduro & Curiel’s Bank’s information. Supplier must immediately notify Maduro & Curiel’s Bank of any suspected or actual security or privacy breaches or loss of information.

Business Resumption and Contingency Planning

Suppliers who provide services that may impact Maduro & Curiel’s Bank’s operations and/or reputation, are expected to have business continuity and disaster recovery plans developed, maintained and tested in accordance with applicable laws, regulatory and contractual requirements.

Outsourcing and Subcontracting

If the contractual agreement allows, the Supplier may need to use subcontractors in the performance of their services, however Supplier must not assign all or part of a contract to a subcontractor without Maduro & Curiel’s Bank’s prior written consent. If approved, Suppliers must ensure that the subcontracting arrangement complies with their contractual obligations with Maduro & Curiel’s Bank and this Supplier Code.

Inside Information

Suppliers may, by virtue of their dealings with Maduro & Curiel’s Bank, come in contact with material non- public information ("Inside Information") concerning Maduro & Curiel’s Bank, its affiliates, associated corporations or their customers. Suppliers must comply with legal and other restrictions with respect to trading in the securities of Maduro & Curiel’s Bank and other publicly traded companies. Suppliers and their personnel may not purchase or sell, whether themselves or whether on behalf of another party, securities issued by Maduro & Curiel’s Bank or any other publicly traded company while in the possession of Inside Information concerning the issuer. Securities include, but are not limited to, the following: common and preferred shares, debentures, notes, bonds, warrants, share purchase rights and options. Suppliers must have appropriate policies and procedures in place to comply with applicable laws and regulatory requirements regarding the management of Inside Information (such as information barriers or “ethical walls”) and must prevent inappropriate access or disclosure of InsideInformation.


Suppliers must not make any public statements (whether on company websites, via social media or otherwise), issue any media releases or distribute any marketing materials referencing Maduro & Curiel’s Bank, or Maduro & Curiel’s Bank trademarks or logos, unless Maduro & Curiel’s Bank has approved in writing each proposed use in advance or such use is expressly permitted in an existing agreement with Maduro & Curiel’s Bank.

Ethical Business & Employment Practices

Human Rights

Maduro & Curiel’s Bank is committed to respecting human rights and maintains an approach that is consistent with the framework established by the United Nations Guiding Principles on Business and Human Rights. This approach is set out in Maduro & Curiel’s Bank’s Guidelines for Business Conduct, Anti-Corruption Policy and Anti- Human Trafficking compliance guidelines. Maduro & Curiel’s Bank requires its Suppliers to conduct business and maintain policies and practices that are also consistent with these values. Harassment, discrimination, violence and other illegal and inappropriate behavior must not be tolerated by Suppliers and employees must be able to raise concerns without fear of reprisal. Appropriate background checks must be made by the Supplier to ensure employee integrity and employment standards meet or exceed legal and regulatory requirements. The Supplier will notify Maduro & Curiel’s Bank immediately if they have been in breach of any Curaçao Labor Law or other Labor Laws applicable in the jurisdiction where Supplier operates or conducts business, Civil Rights or immigration laws.

Respect, Diversity and Equity

The Supplier will maintain professional work environments that are characterized by professionalism, with respect for all employees and the individuals with whom their employees interact. This includes respect for differences such as race, gender, age, sexual orientation, disability, religion and ethnic origin.

Corporate Social Responsibility

Wages & Working Hours

Suppliers must comply with applicable employment/labor standards laws, and must provide wages and entitlements that meet or exceed the requirements of local law. Working hours, overtime hours, and number of working days per week must not exceed the relevant legal limits and must be documented in a manner that is transparent and accessible to workers.

No Forced Labor

Suppliers must not use any forced, involuntary, compulsory or indentured labor in any of its business activities or operations. Suppliers must comply with applicable modern slavery, forced labor and human trafficking laws and must not engage in practices associated with forced labor, withholding of wages, and retention of identity documents or restriction of an individual’s movement.

No Child Labor

Suppliers must not employ any individual under the legal age of employment in the jurisdiction in which it operates or conducts business. Suppliers must operate in compliance with local laws and regulations and abide by the core International Labor Organization (“ILO”) standards regarding child labor.

Occupational Health and Safety

Suppliers must ensure their offices and facilities are compliant with applicable occupational health and safety laws and regulations. Suppliers must implement and maintain appropriate safety procedures, provide employees with required training, and supply any necessary protective equipment required for a safe and healthy work environment.

Environmental Sustainability

Suppliers should seek to conduct their businesses in an environmentally responsible way, offering or using environmentally responsible products and services to the extent available, all with the goal of assisting in the reduction of any negative impact on our environment.

Suppliers must comply with all applicable environmental laws and regulations in the countries where they operate or where their suppliers operate if producing products for Maduro & Curiel’s Bank. Where not covered by applicable laws and regulations, Suppliers should have a system in place to responsibly manage hazardous materials, wastewater, solid waste, and impacts on air quality.

Gas Emissions

Suppliers are encouraged to track and mitigate their greenhouse gas (“GHG”) emissions, which should include establishing GHG emissions reduction targets, undertaking projects focused on operational efficiencies and technological improvements, and offering low-carbon products and services to Maduro & Curiel’s Bank.

Water Consumption and Waste Reduction

Suppliers are encouraged to undertake initiatives to promote greater environmental responsibility, such as implementing policies and programs relating to reducing water, waste, energy and paper consumption.

Climate Change Risk

Suppliers are encouraged to incorporate climate change risk assessment into their risk management procedures. This may include establishing ongoing monitoring of physical climate risks (e.g. flooding, storm events, drought, extreme heat or cold) and transition climate risks (e.g. policy or regulatory changes, increased fuel costs, changing market conditions) and maintaining appropriate governance and oversight structures to identify and manage climate risks.

Environmental Performance Reporting

Suppliers are encouraged to measure and publicly report on their climate change risk and environmental performance.

Record-Keeping and Compliance

Record Keeping

Suppliers must maintain accurate, detailed and complete books, accounts and records in order to verify compliance with applicable laws and regulations, as well as this Supplier Code and their contractual obligations with Maduro & Curiel’s Bank. Suppliers must not destroy records that may be relevant to any pending or threatened legal or regulatory proceeding.

Code Compliance and Monitoring

In certain situations, the Supplier may be required to provide written confirmation to Maduro & Curiel’s Bank of adherence to the requirements of this Code of Conduct. Maduro & Curiel’s Bank must be able to monitor and audit a Supplier’s control environment. In the event of any non-compliance with this Supplier Code, corrective actions must be implemented without undue delay. Any material non-compliance with this Supplier Code may result in the termination of the Supplier relationship with Maduro & Curiel’s Bank, in accordance with the applicable agreement between Maduro & Curiel’s Bank and the Supplier.

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