Code of Business Conduct and Ethics

This Code of Business Conduct and Ethics (the “Code”) sets forth legal and ethical standards of conduct for Team Members (Team Members) of Stern International Bank LLC (the “Company”). This Code is intended to deter wrongdoing and to promote the conduct of all Company business in accordance with high standards of integrity and in compliance with all applicable laws and regulations. 

If a Team Members has any questions regarding this Code or its application to a Team Member in any situation, that Team Member should contact their supervisor or a Compliance Officer.

Compliance with Laws, Rules and Regulations

The Company requires that Team Members comply with all laws, rules and regulations applicable to the Company wherever it does business. Team Members are expected to use good judgment and common sense in seeking to comply with all applicable laws, rules and regulations and to ask for advice when they are uncertain about them.

If a Team Member becomes aware of a violation of any law, rule or regulation by the Company, whether by its Team Members or any third party doing business on behalf of the Company, it is the Team Members’ responsibility to promptly report the matter to a  supervisor or Compliance Officer. While it is the Company’s desire to address matters internally, nothing in this Code prohibits Team Members from reporting any illegal activity, including any violation of the laws of the Commonwealth of Puerto Rico, or any applicable foreign law, rule or regulation (including United States laws), to the appropriate regulatory authority. 

Team Members shall not discharge, demote, suspend, threaten, harass or in any other manner discriminate or retaliate against an Team Member because he or she reports any such violation. However, if the report was made with knowledge that it was false, the Company may take appropriate disciplinary action up to and including termination. This Code should not be construed to prohibit Team Members from testifying, participating or otherwise assisting in any administrative, judicial or legislative proceeding or investigation.

Compliance with Company Policies

Every Team Member is expected to comply with all Company policies and rules as in effect from time to time. Team Members are expected to familiarize themselves with such policies. If a Team Member has any questions about any Company policy or rule, they should ask their supervisor or  a Compliance Officer

Conflicts of Interest

Team Members must act in the best interests of the Company. Team Members must refrain from engaging in any activity or having a personal interest that presents a “conflict of interest” and should seek to avoid even the appearance of a conflict of interest. A conflict of interest occurs when a Team Member’s personal interest interferes with the interests of the Company. A conflict of interest can arise whenever a Team Member, takes action or has an interest that prevents them from performing their Company duties and responsibilities honestly, objectively and effectively. Conflicts of interest may also arise when a Team Member, or members of a Team Member’s family, receives improper personal benefits as a result of the Team Member’s position with the Company. Loans to, or guarantees of obligations of, Team Members and/or their family members may create conflicts of interest.

It is all Team Members’ responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest to the Company’s Chief Executive Officer or his designee or, if the Team Member is an executive officer or director, to the Board of Directors, who shall be responsible for determining whether such transaction or relationship constitutes a conflict of interest.

Confidentiality

Team Members must maintain the confidentiality of confidential information entrusted to them by the Company or other companies, including the company’s suppliers and customers, except when disclosure is authorized by a supervisor or legally permitted pursuant to applicable law. Unauthorized disclosure of any confidential information is prohibited.

Additionally, Team Members should take appropriate precautions to ensure that confidential or sensitive business information made available to them within the context of their work with the bank, whether it is proprietary to the Company, a vendor, client, or other party who has made such information available to the company under a reasonable belief that the company will safeguard the confidentially of that information, is not communicated within the Company except to employees who have a need to know such information to perform their responsibilities for the Company. The obligation to preserve confidential information continues even after employment ends.

Third parties may ask Team Members for information concerning the Company. Subject to the exceptions noted in the preceding paragraph, Team Members (other than the Company’s authorized spokespersons) must not discuss internal Company matters with, or disseminate internal Company information to, anyone outside the Company, except as required in the performance of their Company duties and, if appropriate, after a confidentiality agreement is in place.. All responses to inquiries on behalf of the Company must be made only by the Company’s authorized spokespersons. If a Team Member receives any inquiries of this nature, they must decline to comment and refer the inquirer to their supervisor or one of the Company’s authorized spokespersons.

Team Member also must abide by any lawful obligations that they have to their former employer(s). These obligations may include restrictions on the use and disclosure of confidential information, restrictions on the solicitation of former colleagues to work at the Company and non-competition obligations.

Honest and Ethical Conduct and Fair Dealing

The company seeks to outperform its competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each Team Member should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees. No Team Member should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

Protection and Proper Use of Corporate Assets

Team Members should seek to protect the Company’s assets, including proprietary information. Theft, carelessness and waste have a direct impact on the Company’s financial performance. Team Members must use the Company’s assets and services solely for legitimate business purposes of the Company and not for any personal benefit or the personal benefit of anyone else.

Team Members must advance the Company’s legitimate interests when the opportunity to do so arises. They must not take for themselves personal opportunities that are discovered through their position with the Company or the use of property or information of the Company.

Gifts and Gratuities

The use of Company funds or assets for gifts, gratuities or other favors to government officials is prohibited, except to the extent such gifts, gratuities or other favors are in compliance with applicable law, insignificant in amount and not given in consideration or expectation of any action by the recipient. The use of Company funds or assets for gifts to any customer, supplier, or other person doing or seeking to do business with the Company is prohibited, except to the extent such gifts are in compliance with the policies of both the Company and the recipient and are in compliance with applicable law.

Team Members must not accept, or permit any member of his or her immediate family to accept, any gifts, gratuities or other favors from any customer, supplier or other person doing or seeking to do business with the Company, other than items with a value of $50.00 USD or less. Any gifts that exceed $50.00 USD value should be returned immediately and reported to the Team Member’s supervisor. If immediate return is not practical, they should be given to the Company for charitable disposition or such other disposition as the Company, in its sole discretion, believes appropriate.

Common sense and moderation should prevail in business entertainment engaged in on behalf of the Company. Team Members should provide, or accept, business entertainment to or from anyone doing business with the Company only if the entertainment is infrequent, modest, intended to serve legitimate business goals and in compliance with applicable law.

Accuracy of Books and Records and Public Reports

Team Members must honestly and accurately report all business transactions. Team Members are responsible for the accuracy of their records and reports. Accurate information is essential to the Company’s ability to meet legal and regulatory obligations.

All Company books, records and accounts shall be maintained in accordance with all applicable regulations and standards and accurately reflect the true nature of the transactions they record. The financial statements of the Company shall conform to generally accepted accounting rules and the Company’s accounting policies. No undisclosed or unrecorded account or fund shall be established for any purpose. No false or misleading entries shall be made in the Company’s books or records for any reason, and no disbursement of corporate funds or other corporate property shall be made without adequate supporting documentation.

Concerns Regarding Accounting or Auditing Matters

Employees with concerns regarding questionable accounting or auditing matters or complaints regarding accounting, internal accounting controls or auditing matters may confidentially, and anonymously if they wish, submit such concerns or complaints in writing to the Company’s Chief Executive Officer or Compliance Officer at Stern International Bank LLC, 1413 Ponce de Leon, Suite 601-B San Juan, Puerto Rico 00926. All such concerns and complaints will be forwarded to the Board of Directors, unless they are determined to be without merit by the Company’s Chief Executive Officer or Compliance Officer. In any event, a record of all complaints and concerns received will be provided to the Board of Directors each fiscal quarter. 

The Board of Directors will evaluate the merits of any concerns or complaints received by it and authorize such follow-up actions, if any, as it deems necessary or appropriate to address the substance of the concern or complaint.

The Company will not discipline, discriminate against or retaliate against any employee who reports a complaint or concern, unless it is determined that the report was made with knowledge that it was false.

Dealings with Independent Auditors

No employee, officer or director shall, directly or indirectly, make or cause to be made a materially false or misleading statement to an accountant in connection with (or omit to state, or cause another person to omit to state, any material fact necessary in order to make statements made, in light of the circumstances under which such statements were made, not misleading to, an accountant in connection with) any audit, review or examination of the Company’s financial statements. No employee, officer or director shall, directly or indirectly, take any action to coerce, manipulate, mislead or fraudulently influence any independent public or certified public accountant engaged in the performance of an audit or review of the Company’s financial statements.

Waivers of this Code of Business Conduct and Ethics

While some of the policies contained in this Code must be strictly adhered to and no exceptions can be allowed, for some policies exceptions may be appropriate. Any Team Member who believes that a waiver of any of these policies is appropriate in his or her case should first contact his or her immediate supervisor. If the supervisor agrees that a waiver is appropriate, the approval of the Chief Executive Officer or his designee must be obtained. The Chief Executive Officer or his designee shall be responsible for maintaining a record of all requests by employees or officers for waivers of any of these policies and the disposition of such requests.

Any executive officer or director who seeks a waiver of any of these policies should contact the Chief Executive Officer. Any waiver of this Code for executive officers or directors or any change to this Code that applies to executive officers or directors may be made only by the Board of Directors of the Company and will be disclosed as required by law.

Reporting and Compliance Procedures

Every Team Member has the responsibility to ask questions, seek guidance, report suspected violations and express concerns regarding compliance with this Code to his or her supervisor or to the a Compliance Officer, as described below. Any Team Member who knows or believes that any other Team Member or representative of the Company has engaged or is engaging in Company-related conduct that violates applicable law or this Code should report such information to his or her supervisor or to a Compliance Officer. Team Members may report such conduct openly or anonymously without fear of retaliation. The Company will not discipline, discriminate against or retaliate against any employee who reports such conduct, unless it is determined that the report was made with knowledge that it was false, nor will the Company discipline, discriminate against or retaliate against any employee who cooperates in any investigation or inquiry regarding such conduct. Any supervisor who receives a report of a violation of this Code must immediately inform the  Compliance Officer.

Team Members may report violations of this Code, on a confidential or anonymous basis, by contacting the Compliance Officer at Stern International Bank LLC, 1413 Ponce de Leon, Suite 601-B San Juan, Puerto Rico 00926. 

Subject to additional reporting requirements under applicable law (including, in particular, any applicable anti-money laundering rules or regulations), if a Compliance Officer receives information regarding an alleged violation of this Code, he or she shall, as appropriate, (a) evaluate such information, (b) if the alleged violation involves an executive officer or a director, inform the Chief Executive Officer and Board of Directors of the alleged violation, (c) determine whether it is necessary to conduct an informal inquiry or a formal investigation and, if so, initiate such inquiry or investigation and (d) report the results of any such inquiry or investigation, together with a recommendation as to disposition of the matter, to the Chief Executive Officer for action, or if the alleged violation involves an executive officer or a director, report the results of any such inquiry or investigation to the Board of Directors or a committee thereof. Team Members are expected to cooperate fully with any inquiry or investigation by the Company regarding an alleged violation of this Code. Failure to cooperate with any such inquiry or investigation may result in disciplinary action, up to and including discharge.

The Company shall determine whether violations of this Code have occurred and, if so, shall determine the disciplinary measures to be taken against any Team Member who has violated this Code. In the event that the alleged violation involves an executive officer or a director, the Chief Executive Officer and the Board of Directors, respectively, shall determine whether a violation of this Code has occurred and, if so, shall determine the disciplinary measures to be taken against such executive officer or director.

Failure to comply with the standards outlined in this Code will result in disciplinary action including, but not limited to, reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, discharge and restitution. Certain violations of this Code may require the Company to refer the matter to the appropriate governmental or regulatory authorities for investigation or prosecution. Moreover, any supervisor who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not immediately report it, also will be subject to disciplinary action, up to and including discharge.

If a Team member is suspected to have violated applicable laws or regulations, the requirements under such laws or regulations supersede the reporting and compliance procedures set forth in this Code.

Dissemination and Amendment

This Code shall be distributed to each new Team Member upon commencement of his or her employment or other relationship with the Company and shall also be distributed annually to each Team Member, and Team Member shall certify that he or she has received, read and understood the Code and has complied with its terms.

The Company reserves the right to amend, alter or terminate this Code at any time for any reason. The most current version of this Code can be obtained from the Compliance Officer.

This document is not an employment contract between the Company and any of its Team Member.

Adopted September 12, 2018