Santander US - CODE OF CONDUCT
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Santander US CODE OF CONDUCT
Santander US Code of Conduct
Santander US Date Last Approved: 12-12-2019 Version Number 6.0
SC Date Last Approved: 04-22-2020 Version Number 4.0
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
1.7 KEY DEFINITIONS ....................................................................................................................................... 8
2. CODE ............................................................................................................................................................. 9
2.1 POLICY STATEMENT .................................................................................................................................... 9
2.2 EQUAL OPPORTUNITY AND SAFE WORKPLACE ................................................................................................. 9
EQUAL EMPLOYMENT OPPORTUNITY AND NON-DISCRIMINATION ..........................................................................9
EMPLOYMENT OF RELATIVES .........................................................................................................................10
ANTI-HARASSMENT.....................................................................................................................................10
SAFE WORKPLACE .......................................................................................................................................10
2.3 CONFLICTS OF INTEREST............................................................................................................................. 10
WHAT IS A CONFLICT OF INTEREST? ................................................................................................................11
DISCLOSURE OF PERSONAL INTERESTS .............................................................................................................11
RELATIONSHIPS...........................................................................................................................................11
2.4 OUTSIDE ACTIVITIES ................................................................................................................................. 15
SERVING AS DIRECTOR, OFFICER, OR EMPLOYEE OF A NON-SHUSA ENTITY ...........................................................16
OUTSIDE ACTIVITIES THAT REQUIRE WRITTEN APPROVAL ...................................................................................17
POLITICAL ACTIVITY/ GOVERNMENT OFFICIAL/ LOBBYING...................................................................................18
2.5 GIFTS AND BUSINESS EVENTS AND ENTERTAINMENT ........................................................................................ 19
GIFTS .......................................................................................................................................................20
BUSINESS EVENTS AND ENTERTAINMENT .........................................................................................................20
TRAVEL, ENTERTAINMENT, AND BUSINESS EXPENSE...........................................................................................21
GIVING, SOLICITING AND ACCEPTING THINGS OF VALUE TO OR FROM INTERNAL SOURCES .........................................22
CORPORATE SPONSORSHIPS AND PHILANTHROPY OPPORTUNITIES ........................................................................22
2.6 FAIR DEALING ......................................................................................................................................... 22
PRODUCT DESIGN CONSIDERATIONS ...............................................................................................................22
DESIGNING AND MARKETING ........................................................................................................................23
SALES PRACTICES ........................................................................................................................................23
TIED BUSINESS DEALINGS .............................................................................................................................24
PRODUCT USE AND TERMINATION .................................................................................................................24
COMPETITION LAW .....................................................................................................................................25
2.7 COMMUNICATIONS .................................................................................................................................. 25
PUBLIC COMMENT/SPEAKING, ENGAGEMENTS .................................................................................................25
SOCIAL MEDIA ...........................................................................................................................................26
2.8 SANTANDER US ASSETS: USE OF CORPORATE ASSETS ...................................................................................... 27
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Santander US Date Last Approved: 12-12-2019 Version Number 6.0
SC Date Last Approved: 04-22-2020 Version Number 4.0
2.9 FINANCIAL CRIME PREVENTION AND DETECTION ............................................................................................. 29
ANTI-MONEY LAUNDERING ..........................................................................................................................29
ECONOMIC SANCTIONS AND ANTI-BOYCOTT ....................................................................................................29
ANTI-BRIBERY/ ANTI-CORRUPTION ................................................................................................................30
FRAUD ......................................................................................................................................................31
INSIDER TRADING........................................................................................................................................32
THE FX GLOBAL CODE .................................................................................................................................33
2.10 PRIVACY/ CONFIDENTIALITY/ INFORMATION SECURITY..................................................................................... 34
CONFIDENTIAL INFORMATION ACQUIRED WHILE SERVING AS A SANTANDER US EMPLOYEE OR DIRECTOR ....................34
CONFIDENTIAL INFORMATION ACQUIRED FROM A PREVIOUS EMPLOYER OR ROLE ...................................................35
CONFIDENTIAL SUPERVISORY INFORMATION (“CSI”) .........................................................................................35
PRIVACY AND SAFEGUARDING .......................................................................................................................35
INFORMATION SECURITY ..............................................................................................................................36
2.11 RECORDKEEPING ...................................................................................................................................... 37
3. REPORTING ................................................................................................................................................. 38
3.1 REPORTING EMPLOYEE MISCONDUCT OR VIOLATIONS ...................................................................................... 38
3.2 NON-RETALIATION................................................................................................................................... 38
3.3 WHISTLEBLOWER ALLEGATIONS .................................................................................................................. 38
3.4 REPORTING CRIMINAL, LEGAL OR REGULATORY PROCEEDINGS ........................................................................... 39
3.5 FAILURE TO REPORT ................................................................................................................................. 39
3.6 INVESTIGATIVE PROCESS ............................................................................................................................ 39
3.7 ADDITIONAL GUIDANCE AND REPORTING REQUIREMENTS ................................................................................. 40
4. GOVERNANCE AND ACCOUNTABILITY ......................................................................................................... 41
4.1 CODE GOVERNANCE ................................................................................................................................. 41
4.2 SUBSIDIARY GOVERNANCE ......................................................................................................................... 41
4.3 EXCEPTIONS............................................................................................................................................ 41
5. DOCUMENT HISTORY AND VERSION CONTROL ........................................................................................... 43
5.1 OWNERSHIP AND AUTHORSHIP ................................................................................................................... 43
5.2 SIGN OFF ............................................................................................................................................... 44
6. APPENDIX .................................................................................................................................................... 45
6.1 APPENDIX A — RELATED POLICIES AND PROCESS AND ADMINISTRATIVE DOCUMENTS ............................................ 45
7. POLICY ADDITIONS AND EXCEPTIONS.......................................................................................................... 47
7.1 SC ADDITIONS/EXCEPTIONS AND POLICY APPROVAL ....................................................................................... 47
7.2 SC DOCUMENT HISTORY AND VERSION CONTROL ........................................................................................... 49
7.3 SC KEY CONTACTS ................................................................................................................................... 49
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Santander US Date Last Approved: 12-12-2019 Version Number 6.0
SC Date Last Approved: 04-22-2020 Version Number 4.0
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, 1 and members of the Board of Directors (“Directors”) of Santander Holdings USA,
Inc. (“SHUSA”) and its Subsidiaries 2 (collectively, “Santander US”) must understand and follow. These
principles align with the core values set forth by SHUSA’s parent company, Banco Santander, S.A.
(“Santander”), and should be reflected in Employees’ and Directors’ professional conduct to ensure that
Santander US’s reputation remains intact.
This Code is expected to be adopted and adhered to by all entities of the combined U.S. operations of
Santander (“CUSO”), 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 expects from you, including but not limited to
Compliance, Legal and Corporate Affairs (“LCA”) and Risk policies. All such policies are available for your
review on policyIQ. Additionally, Human Resources 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 has policies
or procedures more restrictive than this Code, you must follow the more restrictive policy or procedure.
Use good judgment. Remember: if a situation doesn’t feel right, it likely isn’t. Refer to the applicable
Santander US or Subsidiary policy for guidance, or consult with your manager, Compliance function, or
Chief Legal Officer (“CLO”). If you 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, Compliance function or the EthicsLine or Portal 3 (see Section 3 of this
Code for further guidance).
1
As defined in Section 1.7, Key Definitions of this Code.
2
Defined in the Santander US Governance Framework, as amended from time to time.
3
The EthicsLine can be contacted by phone at 844-592-8452 and electronically by Portal at
santanderUS.ethicspoint.com.
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Santander US Date Last Approved: 12-12-2019 Version Number 6.0
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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 Act 4.
1.3 Duty to Report/Timeliness
You are responsible for reading, reviewing, and understanding this Code. You must also complete the
required training and confirm or attest to an understanding of 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 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 can 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 of this Policy for more
information regarding reporting.
Santander US strictly prohibits retaliation against Employees and Directors for reporting or assisting in an
investigation with regard to 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 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. In general, employment at Santander US is expressly “at-will” and
may be terminated at any time by Santander US, 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.
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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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
presented and for final approval to the SHUSA Board Risk Committee (“Risk Committee”). Additionally,
the Code will be presented for awareness to the SHUSA Board of Directors (the “Board”).
This Code is reviewed by the ERMC and approved by the Board at least annually and updated, as
necessary, when changes occur 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.
Material changes or updates to this Code must be developed in consultation with the CCO and approved
by the Board.
Each Subsidiary 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 Enterprise Policy Administration
Policy. Subsidiaries structure for managing and reporting risk should align with the ERM Framework.
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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Santander US Date Last Approved: 12-12-2019 Version Number 6.0
SC Date Last Approved: 04-22-2020 Version Number 4.0
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.
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1.7 Key Definitions
Key Term Definition
Combined U.S. Santander’s combined U.S. operations under Federal Reserve System
Operations (“CUSO”) Regulation YY, Enhanced Prudential Standards for Bank Holding Companies
and Foreign Banking Organizations.
Employee(s) Individual(s) who has/have been hired by Santander US 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.
Covered Employee(s) Include:
(For Political Activity
• Executive Officers of Santander Holdings USA, Inc., or an operating
purpose)
subsidiary;
• Non-independent directors of Santander Holdings USA, Inc., or an
operating subsidiary; and
• Any other employees designated by a line of business or subsidiary
as a covered person.
Immediate Family Employees’ immediate family, including a spouse, domestic partner,
Member 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.
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2. Code
2.1 Policy Statement
Santander US is 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 activities. In
addition, you are expected to exercise good judgment, act with integrity, and uphold ethics of the highest
standard.
Failure to comply with this Code
You are responsible for understanding and complying with this Code’s requirements, as well as Santander
US 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 “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 values equal opportunity, and is committed to a safe workplace free from unlawful
discrimination or harassment, as well as inappropriate workplace behavior. You are expected to act
professionally, thus fostering a positive, inclusive and productive work environment. 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 Hotline 5 to ensure that such issues
are promptly addressed.
Equal Employment Opportunity and Non-Discrimination
Santander US values an inclusive and diverse workforce and is committed to providing equal opportunities
in access to employment, professional development and advancement, and all other terms and conditions
of employment. All employment decisions at Santander US 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 ensure that you
conduct yourself in a professional manner, ensuring that you do not use discriminatory language
5
The Employee Relations Hotline can be contacted by phone at 1-800-210-1426 Option 4.
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(including any comments that indicate a bias against other people based on factors listed in the above
paragraph).
Employment of Relatives
Santander realizes that hiring relatives often results in positive experiences for both Employees as well as
Santander. Therefore, Santander will consider for hire or internal transfer an Employee’s relative 6 as long
as 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. A conflict of interest will also
apply when a “significant other” relationship develops between Santander Employees. 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.
Anti-Harassment
Santander US is committed to a workplace free from harassment, intimidation, physical or verbal abuse,
and workplace aggression which can include a wide range of behaviors, ranging from verbal acts (e.g.,
derogatory comments or jokes, bullying, intimidation or other offensive action whether or not related to
an individual’s membership in a protected class) to physical attacks (e.g., unwanted physical contact,
assault).
Safe Workplace
Santander US is also committed to a safe, injury-free workplace. 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. Workplace violence, includes but is not limited to physical assault, aggression, or threats of
physical assault, threatening behavior including intimidating conduct or behavior such as harassment and
bullying. 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 Relations or SanResponse 7.
2.3 Conflicts of Interest
You may not derive or seek to derive personal benefit from business opportunities that arise from your
role at Santander US. You are required to act with integrity at all times.
If a situation doesn’t feel right, you should consult with your manager, your Compliance function, or LCA.
6
Includes, but is not limited to: a spouse, child/parent, sibling, grandparent/grandchild, aunt/uncle, first cousin, or
corresponding in-law or “step” relation.
7
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.
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This section outlines situations that might give rise to a conflict of interest and is not meant to be all
inclusive.
What is a Conflict of Interest?
A conflict of interest exists when your personal or financial interests—or the interests of your Immediate
Family Members 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, 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.
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, its customers, and/or stakeholders may be damaged even when there is no financial harm. Please see
the Santander US Reputational Risk Operating Policy for further details regarding the management of
Reputational Risk at Santander US.
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.
Disclosure of Personal Interests
If you are unsure whether a conflict of interest exists, you must consult with your manager and
Compliance function. 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 Compliance function, which may
determine that you cannot engage in a certain activity while at Santander US. Should you choose to be an
angel/seed investor or participate in Outside Activities as described in section 2.4, Outside Activities
below, each Employee, and/or Director must contact your Compliance function or LCA prior to acting in
such to ensure there is no conflict of interest.
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.
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Customers
In dealing with Santander US customers, 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’s business, take part in a joint venture with a customer, or take advantage
of your position with Santander US to invest or participate in a customer's business unless you
have made full disclosure and received prior written approval from your Compliance function or
LCA.
• Not personally accept fiduciary appointments, mandates, or powers of attorney from customers
unless they are an Immediate Family Member or you have made full disclosure and received prior
written approval from your Compliance function or LCA.
• Not encourage a transaction or other conduct by one customer for the benefit of another, unless
all potentially affected customers are aware of their different positions and expressly agree to the
transaction or other conduct.
• Not divulge the confidential information of one customer for the benefit of another without the
first customer’s consent.
• Inform customers of the potential for a conflict of interest, and avoid entering into personal
relationships with customers where a conflict exists.
• Not solicit or accept gifts, entertainment, or other things of value, including travel expenditures,
from customers or other business partners, except as permitted herein. Please refer to Section
2.5, Gifts and Business Events and Entertainment of this Code for more guidance.
• Not participate in any transaction on behalf of Santander US that are related in any way to
personal or family interests.
• Avoid making specific recommendations to customers regarding professional services such as real
estate or insurance agents, stock brokers, 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.
• Avoid any discussion or interaction that could be interpreted as providing investment, legal, tax,
or accounting advice to customers, unless you are authorized by Santander US to provide such
advice and, to the extent applicable, you are duly licensed to perform the work.
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You are permitted to have individual business and personal relationships with Santander US customers,
vendors and others who do business with Santander US, provided that any such business relationship is
on customary terms, for proper and usual purposes, and pre-approval is obtained if required. You must
not solicit or accept any special favors in recognition of your relationship with Santander US.
Various individuals, including Santander US Employees, Directors, and advisors, including outside counsel,
may refer potential borrowers to Santander US. Under no circumstance is such a referred potential
customer to be given preferential treatment of any kind with regard to rates and other terms, including
customer service, beyond that given to any other customer.
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 US 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 US LCA) and will work to and resolve these conflicts of interest with
the applicable Subsidiary by applying the resolution mechanism set forth in the Internal
Governance System.
• 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
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 US 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 Enterprise Risk Committee.
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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.
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 are prohibited from entering into side agreements with suppliers and/or third-party
vendors. You must use established procedures to enter into contracts with external suppliers and vendors
and must avoid exclusive business arrangements. Please see the Santander US Supplier Code of Conduct
regarding basic principles and expectations for suppliers. 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.
If you have access to confidential and proprietary information belonging to Santander US
suppliers/vendors, 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
3. Adhering to other data security procedures as may be implemented by Santander US 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 vendors with which Santander US does or intends to do
business.
Other Employees
You may maintain friendships and other personal relationships with Employees outside of work. While
there is no prohibition on Employees dating other Employees, it is inappropriate for Employees involved
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in personal relationships to report to each other at work or influence each other’s performance of their
duties and responsibilities.
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; 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.
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.
2.4 Outside Activities
Santander US encourages your involvement in outside activities as long as your role at Santander US is
not impacted negatively by the outside activity and there is no conflict of interest. Accordingly, you are
generally prohibited from engaging in outside activities (including business opportunities) that restrict,
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compete, or interfere with Santander US business activities and interests. 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.
Please see the Santander US 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.
Serving as Director, Officer, or Employee of a Non-SHUSA 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
Compliance function, 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 a non-
SHUSA entity or for-profit business that is or appears to be in conflict with the interests of Santander US.
Typically, this includes, but is not limited to, owning, operating, or working for an organization in
competition, directly or indirectly, with Santander US.
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 SHUSA CLO (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 for-profit
business, you must inform your Compliance function 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 discussion or
vote related to or arising from potential conflicts of interest. In addition, if requested by the Compliance
function, you must resign from the position or otherwise terminate your affiliation with the non-
Santander US business in order to continue your employment at Santander US.
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
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must disclose the proposed service to the Compliance function, which will either grant or deny permission
to serve. For example, you must seek Compliance approval when:
• The entity is a Santander US customer, client, or vendor;
• Your service could pose reputational risk 8 to Santander US.
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.
Outside Activities that Require Written Approval
Employees who engage in outside activities are required to obtain written approval from Compliance,
while Directors outside activities require written approval from the CLO.
• 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;
• 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 has a business interest (e.g., retail or
commercial banking);
• Providing advice on investments, legal, tax or accounting matters, if you perform those same
activities in your role at Santander US;
• Writing, endorsing, publishing, speaking, blogging or other similar activities involving the financial
services industry or related to your field of work at Santander US; or
• Testifying as an expert witness. 9
Please refer to the Santander US Outside Activities Oversight Standard for further guidance.
8
For further information on reputational risk, consult the Santander US Reputational Risk Operating Policy.
9
Any subpoena for testimony as it is related to Santander and/or your job at Santander should be reported to LCA.
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Political Activity/ Government Official/ Lobbying
Santander US respects your right to engage in personal political activities using personal resources and
personal time. 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. 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.
You cannot make any personal political contributions or engage in political activities intended to influence
the award of business or promulgation of legislation or rulings favorable to Santander US. 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. Additionally use of any
Santander US facilities, equipment, supplies, personnel, or name, as well as the use of Santander US funds
to purchase tickets to political dinners, fundraisers, or the like unless you received specific authorization
from LCA in writing is prohibited. Also please refer to Section 2.9.3, Anti-Bribery/ Anti-Corruption of this
Code.
Personal Political Contributions
To help ensure Santander US complies with various political contribution restrictions, Covered Employees
must obtain advance clearance from your Compliance function 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. In some jurisdictions 10 Covered Employees must also obtain
preclearance before an Immediate Family Member makes, solicits, or coordinates contributions.
Depending on your role within Santander US, there may be certain conditions, limitations or requirements
placed on personal political contributions and activities. For example, because government and other
public entities as well as labor unions are current and potential customers of Santander US, Employees of
certain business units may be subject to certain legal and/or policy restrictions. Please see the Santander
US Political Activities Standard for further information (including classification of Covered Employees)
regarding political activities.
Political Action Committee (“PAC”)
Covered Employees are prohibited from establishing, controlling or holding a management position or
serving on the board of directors of a PAC, other than the Santander PAC, or any other entity that makes
10 Immediate Family Member pre-clearance is required in the following jurisdictions: Los Angeles County and the
cities within Los Angeles County; Denver; Connecticut; Illinois; Fort Wayne, Indiana; Kentucky; Detroit; New Jersey;
New Mexico; Pennsylvania; Rhode Island; Dallas; and San Antonio.
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political contributions without preclearance from your Compliance function. Pre-clearance is not required
for political contributions to the Santander PAC. Please seek guidance from the LCA Executive Director of
Government Relations regarding eligibility to contribute to the Santander US PAC.
Lobbying
The SHUSA Government Relations and Public Policy team is solely responsible for conducting government-
related advocacy activities on behalf of Santander US. 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 your Compliance function.
Political Positions
Employees’ candidacy, election, or appointment to a government position may prohibit or otherwise
create restrictions on Santander US 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, the head of your line of business,
the Compliance function, as well as a member of the SHUSA CEO Executive Committee. 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 a formal application is submitted and approved by LCA. This requirement does
not apply to elected or appointed positions within a political party (e.g., a local election committee).
2.5 Gifts and Business Events and Entertainment
Giving, soliciting or accepting anything of value from customers, prospective customers, vendors,
government officials or public sector employees in connection with any Santander US 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. 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 the Compliance function at your
Subsidiary for more information regarding FINRA Associated Persons G&E rules.
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If you believe that Employees or providers are not following the policy requirements, you should escalate
to your Compliance or Legal functions or contact the EthicsLine and/or portal 11.
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
• You may not give a gift to or accept a gift from any representative/employee of any regulator or
other governmental entity, vendor or prospective vendor, customer/client or prospect.
o However, you may be able to give or accept a gift only if you receive your manager and
Compliance approval in writing in advance.
o If someone offers you a gift, you must decline or obtain Compliance approval before
accepting.
o If you receive an unsolicited Gift, you must return it or obtain Compliance approval or
other direction.
Permitted Exceptions
You may accept a non-cash gift of Insignificant Value 12 if the gift is given in connection with an occasion
on which modest gifts customarily are provided and you do not accept gifts frequently.
Business Events and Entertainment
A business event is a meeting, conference, seminar, program or similar event where the primary purpose,
activity, discussion, etc. is directly related to approved Santander business matters, community-related
initiatives, trade association or other industry matters, or employee professional development.
Business Entertainment refers to entertainment in the form of any social event, hospitality event,
charitable event, sporting event, entertainment event, meal, leisure activity or event of like nature or
purpose, as well as any accommodations and transportation.
11
The EthicsLine can be contacted by phone at 844-592-8452 and electronically by Portal at
santanderUS.ethicspoint.com
12
Generally are usual and customary promotional or recognition materials such as hats, shirts/jackets, pens,
pencils, note pads, key chains, calendars, bags and backpacks, umbrellas, phone chargers and similar items bearing
“Insignificant Value” generally refers to an organization or other promotional logo; and tokens recognizing
transactions or significant projects such as framed photos, “tombstones,” and plaques and similar commemorative
items. In addition, items of Insignificant Value can include gift baskets, food and candy, beverages and similar
items with a fair market value not exceeding $100.
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