Code of Ethics

Scope

This procedure applies to all staff.

Principles: Code of Ethics

Introduction

A Code of Ethics, like laws, cannot substitute for a sense of honesty, fairness and decency. Ultimately, the ethical conduct of the affairs of the Bank depends upon the understanding and judgement of its staff. The Bank expects that the actions of its staff reflect the ethical standards of the Bank.

Staff members are under an obligation to the Bank not to place themselves or allow themselves to be placed directly or indirectly in a position where their private interests conflict or could conflict with their responsibilities to the Bank. Accordingly, staff members may not use their positions, the Bank's assets or confidential information gained in connection with their employment for personal gain or for the benefit of a family member or any outside party.

Throughout this Code where actions, conflicts, etc. of a staff member are referred to, "staff member" shall be read to include the companies or trusts substantially owned or controlled by the staff member or direct relatives, executive directors and, where the context permits, non-executive directors, managers and all other staff engaged either on a contract of employment or a salaried basis.

Customer Privacy and Bank Information

Staff must respect the Bank's obligation to protect the confidentiality of customers' affairs and to comply with privacy regulations when handling personal information as individuals including but limited to profit information. Similar respect must be paid to the privacy of fellow members of staff. In addition, certain information about the Bank's plans, projects, systems and activities is considered by the Bank to be proprietary and confidential and staff members must not disclose such information without proper authorisation.

Personal information collected by the Bank from or about its customers must not be used or disclosed other than for the stated purpose(s) for which it was collected, or with the consent of the customer.

It is a policy of the Bank to honestly and openly provide information to those who have a legitimate interest in its operations. In addition to formal reports to regulatory authorities and reports to the public and shareholders required by statute, the Bank provides extensive information on its activities by way of a variety of publications and through continuing working relations with news media, financial analysts and others. The extent, timing and form of such public disclosure is a matter for senior management. Apart from concern for the privacy of customers and staff members, the Bank also operates in a competitive business environment. Consequently, it would be inappropriate for the Bank to disclose information, which if published, might impair its own effectiveness and competitiveness.

Accordingly, Bank documents such as circulars, manuals, records and internal communications materials, especially materials marked "Confidential", must never be shown to outsiders without proper authorisation. Care should be exercised in conversations about the Bank with outsiders or with fellow staff members in public places.

The obligation of staff members to safeguard the privacy of fellow members of staff and to protect the confidentiality of the Bank's own affairs continues with equal force if the staff member leaves the service of the Bank.

Respect for the privacy of a customer's affairs is a fundamental principle of banking. The responsibility for ensuring such privacy rests with each staff member.

It is important that you are familiar with the Bank's Privacy Guidelines on InSite (see workplace tools) which outlines the Bank's various confidentiality and privacy obligations. If you are unsure of any aspect of your obligations relating to the handling of customer or staff personal information or the Bank's confidential information you should always consult your supervisor or the Legal Department.

In conversations with customers or other staff members and when on the telephone, care must be taken to prevent outsiders from overhearing confidential personal information.

Information should not be divulged over the telephone unless the identity of the caller and his or her right to receive the information are definitely established. Particular care should also be taken in answering enquiries on credit information and data given must be limited to that permitted by standard Bank practice. Advice should be obtained from the Legal Department where doubt exists.

The same considerations apply to the privacy rights of members of staff and similar care to avoid breaching these rights must be exercised by those staff members who, by reason of their position, may have knowledge of another staff member's private affairs.

Abiding by the Law

Staff members should undertake at all times to comply with or observe all applicable laws and regulations.

Members of staff should not take any action which they know or should reasonably know violates any applicable law or regulation. Where operating rules are laid down they should be followed. The correct Bank forms, which have been prepared with legal requirements in mind, should also be used.

Staff members should report unlawful/unethical behaviour

The Bank encourages staff to report in good faith suspected unlawful/unethical behaviour.

Any member of staff who is uncertain as to whether an act or omission constitutes unlawful or unethical behaviour or who wishes to make a report should contact the General Counsel & Secretary directly.

The General Counsel & Secretary will then determine what action, if any, should be taken.

The General Counsel & Secretary will treat as confidential all such queries and reports except where action is to be taken. In which case, the General Counsel & Secretary shall seek to maintain the identity of the staff member confidential, unless the circumstances demand otherwise.

Integrity of Records

Staff members should maintain required records with integrity, reflecting transactions in an accurate and timely manner.

The reliability of accounting information and records is a basic element of the Bank's integrity. All entries must be accurate and consistent with the applicable accounting standards. No false or artificial entries should be made in any books or records and no staff member should be party to any arrangements that result in such entries.

Additionally, the privacy laws require the Bank to ensure personal information it keeps is accurate, complete and up to date when it is used or disclosed.

Except in limited circumstances, the National Privacy Principles entitle individuals to access personal information the Bank holds about them, so all Bank staff should also ensure personal information records to not contain inappropriate comments or notes.

No account shall be established or operated for a purpose other than that described by the documents supporting it. Staff members are required not only to avoid participation in fraudulent action or misuse of the Bank's accounts but also to report to the Managing Director or Chief Internal Auditor any such instances of which they become aware.

Misappropriation

Staff members shall not misappropriate for their own use and benefit any funds or property which are not rightfully theirs nor knowingly assist another person in such misappropriation.

Honesty and trustworthiness are two of the foundations of banking. The Bank depends upon the confidence of customers that funds can be safely entrusted to the Bank. As staff members may have access to large sums of money absolute honesty and integrity is essential, both on and off the job.

Conflict of interests - private business interests

Staff members owe their primary business loyalty to the Bank. They must not participate in any decision, by or on behalf of the Bank, which may affect any private business in which they have an interest, unless they have disclosed the nature and extent of that interest to a relevant senior manager in the Bank.

Staff members must avoid acquiring any business interests or participate in any business activity outside St.George which would tend to:

Create an excessive demand upon the staff member's time and attention or create any distraction during working hours; or
Create a conflict of interest, that is, an obligation, interest or distraction which would interfere with the independent exercise of judgement in the Bank's best interest.

Staff members must obtain the consent of the Managing Director through the Company Secretary before accepting a position as a director on or member of the board of an external company or organisation.

A staff member may not approve or administer contracts or other business arrangements between the Bank and a member of the staff member's immediate family or with a company, firm, or individual employing a member of the staff member's immediate family in activities under the staff member's administration.

A staff member may not use bank personnel, facilities, equipment or supplies for personal benefit contrary to the bank's policies and procedures.

Conflict of Interest - Citizenship Duties

Staff members who discharge citizenship responsibilities through membership of public or quasi-public decision making bodies (school boards local councils, etc.) should be alert to possible conflicts of interest and declare any such conflict.

There is no objection to staff members being active in their communities, participating in political activities, running for public office, sitting on municipal councils and other public bodies. Since these institutions are often also consumers of banking services and therefore actual or potential customers of the Bank, staff in such situations must be scrupulous in declaring any such conflict of interest and judge carefully whether circumstances warrant withdrawal from deliberations on the placements of banking business.

Where staff members do accept offices in social or other clubs, they should avoid any potential conflict of interest by declaring the nature of their interest (if any) in formally constituted meetings of the organisation and if required, to follow the organisation's rules in respect to non-voting in such situations.

Inside Information

Inside information about the Bank's affairs or those of customers shall not be used by staff for their own gain or that of others.

Staff members are often in possession of information (commonly referred to as "inside" information) which is not publicly available and which may have an impact on the price of the Bank's shares. Staff must not disclose such information nor use such information for personal gain or for the advantage of others, such as friends or relatives. For example, trading in shares or other financial products in respect of the Bank's shares such as derivatives, or advising others to do so on the basis of such special knowledge may also result in violation of insider trading laws and lead to criminal penalties.

With regard to customer client companies, while staff members may not in all cases be legally classified as insiders, some staff members may have such detailed knowledge of customer affairs that they should consider themselves as "insiders" and exercise the same extreme care.

Please refer to the Bank's Trading Policy for further information on who the restriction applies to, and on what financial products cannot be traded.

Improper Payments, Gifts, Entertainment

Bank staff shall not use their employment status to seek personal gain from those doing business or seeking to do business with the Bank nor accept such gain if offered.

Staff must not engage in any act that could be interpreted as seeking or receiving a bribe, secret commission or questionable payment. Decisions made by staff members in the course of their work must be objective and based solely upon the best interest of the Bank. They should never be influenced by any consideration of personal gain or gain to any personal associate (eg. friend or relative). Except as noted below, employees may neither seek nor accept gifts, payments, services, fees, pleasure or vacation trips or accommodation, or loan (except normal loans from regular lenders, on conventional terms) from any person, organisation or group that does business or is seeking to do business with the Bank or any of its affiliates, or from a competitor of the Bank or any of its affiliates.

A staff member may not accept gifts, services or entertainment from individuals or companies doing or seeking to do business with the Bank, unless the transaction meets all of the following requirements:

Is in keeping with good business ethics
Is customary and proper under the circumstances and gives no appearance of impropriety
Serves a valid business purpose
Does not impose any sense of obligation on the recipient to the donor
Does not result in any kind of special or favoured treatment of the donor
Cannot be viewed as extravagant, excessive or too frequent considering all the circumstances
Does not involve cash payments, gift certificates, credit arrangements of any kind or any item having a value of more than $100
Does not involve materials, services, repairs or improvements at no cost or at unreasonably low prices
There is no effort made to conceal the full facts by either the recipient or the donor.

Criminal Use of the Banking System

Banks and other financial institutions may be unwittingly used as intermediaries for the transfer or deposit of funds derived from criminal activity. Criminals and their associates use the financial system to make payments and transfers of funds from one account to another; to hide the source and beneficial ownership of money; and to provide storage for bank-notes through a safe-deposit facility. These activities are commonly referred to as money- laundering.

The Bank's integrity and the integrity of its staff may be prejudiced as a result of inadvertent association with criminal activity. It is therefore the responsibility of all staff members to be vigilant against such criminal activity.

Care should be taken to avoid providing support or assistance to customers seeking to deceive law enforcement agencies through the provision of altered, incomplete or misleading information. Business transactions should not be conducted with customers who fail to provide evidence of their identity.

Administration

It is recognised that staff members may have questions concerning whether certain of their planned or actual activities constitute departures from the guidelines of this Code. Such questions should be referred in writing to the Managing Director through the Company Secretary.

It is also recognised that circumstances may arise where compliance with the Code may be achieved without strict adherence to the guidelines and where such strict adherence would be unreasonable or result in undue hardship for the staff member. In such circumstances, the pertinent facts of the case should be submitted in writing to the Managing Director through the Company Secretary.

Each member of management has a continuing responsibility to review conflicts of interest situations in his or her organisational unit and ensuring that any potential or actual problems are resolved, if necessary, by referring to the Managing Director.

Availability of the Code

This Code (or a summary of its main provisions) will be made publicly available, and updated as required, by posting it on the Bank's website in a clearly marked corporate governance section.