1.0 - BANRISUL’S CODE OF ETHICS

Introduction

This Code of Ethics shall be used as a Practical Guide of Personal and Professional Conduct by all Banrisul’s collaborators, thus, enabling the continuity and the achievement of its mission, namely: "Being the financial agent to promote the economic and social development of the State of Rio Grande do Sul".

Thus, Banrisul, as a financial institution subject to the Indirect Management of the State of Rio Grande do Sul, will have its relationship guided by this Code of Ethics which combines the guidelines to be observed in professional and business actions, in order to increasingly achieve high ethical standards in the performance of its activities.

Purpose

To be an institutional and formal benchmark for the personal and professional ethical conduct to be applied by all Banrisul’s employees, regardless of the job or position they hold, so that it can become a standard to guide in-house relationship as well as with its public of interest: shareholders, clients, employees, union, suppliers, competitors, community and government.

Scope

This Code shall apply to the Management, employees, business partners, suppliers and service providers of the Bank, parent companies, subsidiaries and companies and those direct or indirectly under same contract and, where applicable, non-profitable entities administered by managers or employees appointed or assigned by Banrisul’s companies.

Principles of Institutional Conduct

Banrisul will have its positions and actions in the relationship with several sectors of the society based on the following provisions:

• to maintain the Company’s reputation solid and reliable, aware of its social and corporate responsibility, pursuing honest, fair, legal, transparent results;
• to reject attitudes driven by prejudice concerning social class, race, religion, gender, physical disability and any other form of discrimination;
• to have the commitment of ensuring institution’s values and image and acting in defense of the client’s and company’s interests;
• to acknowledge each employee’s merit and provide equal opportunities to professional development, not accepting any attitude which may affect the professional career of subordinates, based only on personal relationship or any kind of discrimination;
• to increasingly achieve competition and profitability levels without neglecting social responsibility which means valuing employees as human beings, giving priority to health, safety, environment preservation issues, and contributing to the development of regions where it operates;
• regard employees’ private lives as a personal issue, as long as their activities do not jeopardize the image or interests of the Company;
• to guide, by means of principles of ethics, Banrisul’s rules and procedures which, regardless any legal obligation, are focused on rejecting unauthorized conduct when establishing business relations or performing any kind of bank transaction.

In-house Relationship

At the workplace, regardless of the job or position employees hold, they must:

• maintain a good relationship with General-Management Bodies and Branches network, aiming at providing synergy between areas, thus, contributing to the efficient performance of all activities;
• feel free to give suggestions and make complaints, whenever this may result in benefits to the Institution.

Employees’ Conduct

Banrisul’s employees are expected to observe the following conduct, among others:

• to observe rules contained in Banrisul’s Code of Ethics, applicable procedures and rules pursuant to current legislation, including Banrisul’s Internal Regulations;
• ethical conduct compatible with responsibilities of the job and position they hold;
• to be permanently committed to seeking efficiency in serving clients holding or not checking accounts, thus, preserving Banrisul’s image;
• to develop actions guided by respect for the market rules and bank legislation;
• to be aware of legislation applicable to transactions, business conducted at Banrisul and internal regulations ruling their duties and performance;
• to perform the position held with care, diligence and honesty, standing up for the Company’s rights, assets and interests without neglecting their professional dignity;
• to respect their co-workers, so that to strengthen harmony between Banrisul’s employees, however not implying collusion with error, criminal misdemeanor or acts contrary to the Bank’s rules;
• to assume the total responsibility from acts practiced during the performance of their job or position;
• to observe the rules contained in the "Knowing your Employee" Policy, which aims at guiding and making all Banrisul Group‘s collaborators aware of acting according to ethical and moral values set by the organization, thus, avoiding it to be used in illegal practices of any type, especially, in cases of bribery and money laundering.

Unacceptable Conduct from Banrisul’s employees

• to declare themselves on the Company’s behalf, by disclosing data, news and information related to the bank or any company of the group which they are not duly authorized to disclose;
• to use their job position in their personal or professional relationship aiming at obtaining personal benefits or for third parties;
• to establish bonds of any nature with organizations or clients whose conduct is not compatible with the ethical or responsibility standards;
• to accept gifts from clients, suppliers, partners and competitors, except for those clearly identified and without significant commercial value;
• to convey or transfer to third parties any information, documents, financial reports, accounting records, strategies, clients records and/or programs containing classified data of Banrisul’s exclusive interest;
• to allow that attitudes guided by congenialities and uncongenialities or practices of improper conduct interfere in the relationship with hierarchically superior or inferior co-workers;
• to be involved in private professional activities inside the Bank’s facilities, or to represent the Company in professional activities outside its facilities;
• to infringe any rule set forth by the "Knowing your Employee" Policy.

Disciplinary Measures

In the event of any infringement to any rule set forth in this Code of Ethics, the disciplinary measures provided for in Banrisul’s Staff Regulation will be applicable.

Relationship with Shareholders

The relationship with shareholders must be based on the following provisions:

• to be transparent in its policies and guidelines, in the dividends distribution and in the economic-financial statements, being well-timed and reliable in the information provided to shareholders;
• to manage businesses with a view to strengthening the financial condition, caring for its image and for the shareholders’ equity;
• to be proactive in disclosing information to the market, so that rumors and speculations can be avoided.

Relationship with Clients

Banrisul’s employees, in the relationship with clients, must:

• efficiently/effectively trade products and services, offering clear, reliable and timely information and answers, and committed to the clients satisfaction;
• keep the confidentiality concerning Banrisul’s client record information, services and bank transactions;
• avoid treating anyone in a favorable manner due to personal interest or sentiment;
• be opened to client opinions, taking them into account in order to improve services, enhance products and qualification in services provided by the bank.

Relationship with Suppliers

The relationship with suppliers must be guided by the following provisions:

• to avoid establishing bonds of any nature with suppliers whose conduct is not compatible with ethical and responsibility standards;
• to adopt contracting procedures pursuant to the Law 8666/93 and other applicable legal provisions, ensuring the quality and economic feasibility of products purchased and services rendered.

Relationship with Partners

Banrisul and companies associated to its brand, must:

• share integrity, credibility, respect and commitment values with communities where it operates and consumers rights;
• mutually care for image and common interest in commitments agreed upon.

Relationship with Competitors

Banrisul and its employees must hold a civility behavior, avoiding any actions or practices which may typify unfair competition, or anyway adversely affect the image of competitors.

Relationship with Professional Associations

Banrisul shall maintain a respectful positioning in the relationship with professional associations and seek to solve eventual conflicts by means of negotiation.

Relationship with the Society

In the relationship with the society, Banrisul and its employees shall:

• value culture and social projects, as well as everything that may promote the development of the society;
• support actions concerned with citizenship and local and regional development, especially those focused on improving life conditions of the communities where the Company operates.

Relations with the Government

Banrisul, as the State financial agent, also operates as an effective government partner in the implementation of policies, projects and social-economic programs focused on regional development.

Relationship with the Media

Relationship guided by transparency, trustworthiness and reliability. The Company’s representatives, when authorized to express an opinion on behalf of Banrisul, shall always do it from the institutional viewpoint.

Relationship with the Community and the Environment

Encourage the citizenship appreciation, actions and projects concerned with education.

Grant loans observing the principles of social-environmental responsibility.

Appreciate and foment environmental preservation in line with sustainable development.

Ethics Committee

Supplementary Provisions

Eventual infringements to this Code will be analyzed by the Ethics Committee as governed by specific regulation.

Resolutions of the Ethics Committee

The committee is responsible for analyzing and judging matters submitted thereto, recommending the correction of conduct or disciplinary sanctions, submitting them to the Board of Executive Officers.

Any employee pointed out as violator to the Committee is entitled to defense, pursuant to regulation of the Disciplinary Committee.

Amendments

The Board of Executive Officers, whenever it deems necessary, is responsible for proposing amendments to this Code, aiming at improving it, thus, a multidisciplinary work group must be designated.

Final Provisions

The Bank’s shareholders, the management, employees, suppliers and clients, other related parties and stakeholders are aware of the provisions of this Code of Ethics, which must be observed according to their respective responsibilities.

The ethical conduct listed in this Code is not exhaustive and any other ethical conduct thus defined by the appropriate areas may be included therein.

The Code of Ethics must take effect with this present wording, as of its date of disclosure, revoking the contrary provisions.

2.0 - ETHICS COMMITTEE REGULATION

Composition

The ethics committee will be composed of 5 sitting members and respective deputies, 3 of them are appointed by the Board of Executive Officers and 2 are elected among the employees, comprised as follows:

Appointed sitting members and deputies:

Representative of the People Management Unit;

Representative of the Legal Counsel;

Representative of the Internal Audit.

Elected sitting members and deputies:

The most voted employee from the General Management;

The most voted employee from Porto Alegre branches;

- the members of the ethics committee will be impeded from participating in the analysis and the judgment of proceedings in which those involved maintain or has maintained close relationship with such members;

• the committee coordinator will be appointed by the Board of Executive Officers;
• the committee must operate with at least 5 members, otherwise, the respective deputies will be called;
• the election of the members representing the employees will be coordinated by the People Management Unit;
• the members of the ethics committee must have a two (2)-year term of office, and they may exercise up to two (2) consecutive terms of office;

Requirements

The ethics committee must be composed of employees who:

• preferably perform their activities in the city of Porto Alegre;
• have been working at the Bank for more than five years;
• over the past five years do not have in their professional records any note adversely affecting their reputation;
• are not parties in any litigation with the Bank;
• are not assigned to the Bank’s external bodies, from six months prior to the start of the election process until the end of the term of office.

Duties

Pursuant to this Code of Ethics, the committee’s duties are:

• to ensure the confidentiality and discretion of ethical issues information;
• to analyze information received;
• to guide, judge the proceedings and issue opinions;
• to suggest improvements and amendments to the Code of Ethics.

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