CODE OF CONDUCT
our behavioural guidelines
i
Code of Conduct
At NAB we are committed to achieving sustainable performance and delivering
value to our customers and shareholders without compromising our ethical
standards, behaviour expectations and trusted reputation.
Our Code of Conduct (Code) clearly states the standards of responsibility and
ethical conduct expected. Maintaining professional and ethical conduct at all
times is the responsibility of every employee (permanent and temporary)
as well as contractors, consultants and directors working at NAB in the
Australian geography. This includes National Australia Bank Limited (NAB),
Wealth Management Services and NAB’s Board of Directors.
The Code is underpinned by trust and a belief that all employees and customers
should be treated with respect and dignity and is supported by real case examples
and a number of more detailed policies to help you understand the conduct
expected and the consequences of breaching the Code.
Breaches of the Code will be investigated and may result in disciplinary outcomes
or termination of your employment with NAB.
It is essential that you become familiar with the Code. We encourage you to take
the issues and scenarios in the Code very seriously and any questions you may
have should be referred to your people leader.
We are committed to building an open and transparent culture for NAB and you
have an important role to play in this. If you become aware of a breach of the
Code, you have a duty to speak up and bring it to the attention of your people
leader, or People & Culture or ring the Confidential Alert Line.
We are all responsible for ensuring compliance with our Code of Conduct.
Cameron Clyne
Group CEO
National Australia Bank Ltd
You may also be expected to adhere to additional/specialist Codes
relevant to your particular role or line of Business. If you are unsure,
speak with your people leader.
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Contents
Behaviour and case studies
page
Personal conduct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Electronic communications usage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Honesty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Conflicts of interest and relations with customers . . . . . . . . . . . . . . . . . 13
and/or third party providers
Prevention of fraud . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Australian Financial Services Licence (AFSL) requirements . . . . . . . . . . 20
Market information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Confidentiality, access and disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Media discussions/publicity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Complying with regulatory obligations . . . . . . . . . . . . . . . . . . . . . . . . . 28
Consequences of breaching the Code of Conduct . . . . . . . . . . . . . . . . . 29
National Australia Bank Limited policy declaration . . . . . . . . . . . . . . . . 30
iii
Personal conduct
The business of providing financial services is reliant on the trust, confidence
and goodwill of the public. As an employee of NAB, you should always behave
in a professional manner that will foster that trust, confidence and goodwill in
customers and colleagues and in the community. This can be achieved by following
NAB’s conduct and behavioural guidelines that aim to foster an environment that
values employees, respects diversity and guide us in the way in which we should
behave in the workplace and at work related functions.
At all times your actions, both in and out of the workplace, should be respectful
and beyond reproach. You need to ensure you act in a professional manner in
accordance with all policies, procedures, laws and regulations pertaining to your
role and hold yourself accountable for all your actions. This includes accessing
authorised information only for work-related tasks.
It is a requirement of NAB that employees keep their accounts in order at all times
and comply with the terms and conditions applying to any product they use. If you
are experiencing any financial or personal difficulties that may result in you not
being able to comply with the terms and conditions applying to a NAB financial
product you use, there is support available. Speak with your people leader or People
& Culture for assistance as soon as practicable. They will make every effort to assist
you and can direct you to suitable available resources. The Employee Assistance
Program (EAP) is also available to provide independent and confidential counselling
services for any work or non work related difficulties you may be facing.
Where an employee continues to fail to comply with NAB financial product terms
and conditions, benefits or concessions which they may be enjoying through
Employee’s Choice could be withdrawn and customer rates applied. Appropriate
action may also be taken.
Case Study 1:
The facts:
•Mr X and Ms P attended a work organised function where alcohol was
being served
•Later in the night, Mr X grabbed Ms P around the waist and tried to kiss her
•Ms P was shocked by what Mr X had done and pushed him away, telling him
he was drunk and to go away
•A little later, Mr X again approached Ms P as she was leaving and made
inappropriate and suggestive comments toward her
•The next day Ms P raised a complaint against Mr X through the
People Advisory Centre
•NAB completed a thorough investigation into Ms P’s complaint, including
speaking with relevant witnesses

The breach:
•Mr X was found to have sexually harassed Ms P
•Mr X’s behaviour and actions were inappropriate and in breach of NAB’s Code
of Conduct and Discrimination & Harassment Policy.
The outcome:
•Mr X’s employment was terminated
•People leaders and employees in Mr X’s business unit were reminded
of their responsibility to act in a professional way at all times, including
at work-related functions
•People leaders were reminded of their responsibility to ensure alcohol is
served in a responsible way and to deal with any unacceptable behaviour
immediately by removing alcohol and/or asking the employee to leave the
function as required
Each situation will be assessed in terms of the particular circumstances
and facts. Appropriate action will be taken by NAB after consideration
of all relevant details. Please refer to the last section of the Code
‘Consequences of breaching the Code of Conduct’.
Case Study 2:
The facts:
•Mr C was called into a meeting by his People Leader (Ms F) to discuss concerns
regarding Mr C’s use of his personal mobile phone during work hours at the
call centre
•During the meeting, Mr C became aggressive, he stood over Ms F yelling and
swearing at her
•Feeling intimidated and frightened by Mr C’s behaviour, Ms F reported the
incident to her people leader who interviewed Mr C about Ms F’s concerns
•Mr C was remorseful about his outburst and explained that he was frustrated
and tired of being told what to do all the time
The breach:
•Mr C’s behaviour was found to be inappropriate and constituted a breach
of NAB’s Code of Conduct
The outcome:
•Mr C was appropriately disciplined, which included an impact to his
Compliance Gateway rating, affecting his Short Term Incentive payment
(bonus) at the end of the year

•Mr C was required to review the Code of Conduct and was reminded of the
counselling services available through the Employee Assistance Program
(1300 360 364)
Case Study 3:
The facts:
•Ms K is employed in a role that requires her to drive for work-related purposes
•Ms K regularly drives her job required vehicle to visit customers
•Whilst visiting a customer, Ms K was pulled over by the police for speeding
45kms above the speed limit as she drove through a small country town
•Ms K was issued with an on the spot fine and was also informed that her
licence would be suspended for 4 months
•Ms K relied on her driver’s licence to perform her role
•Ms K decided not to advise her people leader about her suspended licence
thinking that if she drove carefully over the next 4 months, she could continue
to perform her role and no-one would need to know
•Two months later, Ms K was involved in a car accident as she was returning
to her office after visiting a customer. The police arrived at the scene and
Ms K was found to be driving on a suspended driver’s licence
•Ms K’s people leader became aware of Ms K’s situation after accidentally
picking up a court listing notice for Ms K from the office fax machine
The breach:
•After investigating the matter further, it was found that Ms K had been driving
illegally without a driver’s licence
•Ms K’s actions were illegal and her failure to inform her people leader that her
driver’s licence had been suspended was a breach of NAB’s Code of Conduct
and Health & Safety procedures
The outcome:
•As the relationship of trust between NAB and Ms K had been broken,
Ms K’s employment was terminated
If you are required to drive a vehicle for work purposes, and your driver’s
licence is cancelled, suspended or expires at any time, you should inform
your people leader immediately. Refer to Driving Safety.

Case Study 4:
The facts:
•A long-term teller placed an ‘IOU’ in his cash drawer and took $20
•The teller mentioned what he had done to a teller who was new to NAB
•The next day (payday), the teller repaid the money and told the new teller
about the repayment
•The new teller was concerned about what had happened as he recalled from
his induction course that this practice is not allowed. He informed his Branch
Manager about the situation
•NAB completed a thorough investigation into the teller’s actions
The breach:
•The teller accessed the bank’s money for personal use without entitlement or
proper authority
•This is a breach of the Code of Conduct
The outcome:
•As the practice of ‘IOUs’ using the bank’s cash is not permitted and this is well
known to those who work with cash and to the teller himself, his employment
was terminated
It is important that you speak with your people leader if you are in financial
difficulty or you are unsure about whether behaviour or conduct may be
seen as inappropriate or a breach of NAB’s policies or Code of Conduct.
NAB’s Employee Assistance Program offers confidential and independent
counselling for a variety of matters, including financial counselling.

Electronic communication usage
In our day-to-day communication with customers, staff and the public, NAB
uses advanced technology to conduct its business. You are provided with the
opportunity to use these mediums such as telephones (including mobile phone
and BlackBerry), faxes, email, NAB’s intranet and the internet. These are network
resources and facilities owned or controlled by NAB, and in some cases, a
privilege to use. They should be used to communicate effectively and efficiently
and should not be abused.
Employees are responsible for their own conduct. NAB’s communication media
must not be used at any time to offend, discriminate against or harass work
colleagues or the public. This includes but is not limited to accessing, viewing,
sending, storing, transmitting, creating or downloading inappropriate or
offensive material.
If you receive inappropriate material through NAB’s electronic network, you
should immediately delete it and notify the sender to stop sending you material
of this nature. You should notify your people leader or People & Culture if this
inappropriate behaviour continues. Accidental connection to an inappropriate
website on the internet should also be disconnected immediately.
Your login details to bank systems are not to be provided to other staff members.
Sharing login details and passwords contravenes NAB’s policies and procedures.
Systems such as Lotus Notes, SAP and Promaster have delegation functions which
must be used when access by another staff member is required.
Any breach of the Electronic Communications Policy is also a violation of the
Code of Conduct, and may result in disciplinary action including termination of
employment.
Case Study 1:
The facts:
•Mr F, a financial planner, had been provided access to the internet for business
purposes
•Monitoring of NAB’s Electronic Communication Systems identified that Mr F
had accessed a website containing sexually explicit and offensive content
•After further investigation, Mr F was also found to have sent sexually explicit
emails to friends (external to NAB) using the NAB email system
•Mr F admitted to accessing these sites; however, he advised that he used
discretion in that he mainly accessed these sites after work
•Mr F also admitted to emailing inappropriate material of a sexual nature to
friends using his NAB email account

The breach:
•Mr F’s behaviours were inappropriate and unacceptable
•Mr F had breached the Electronic Communications Policy and NAB’s Code
of Conduct
The outcome:
•Mr F’s employment was terminated
Many employees of NAB have access to email, the internet and other
business-related electronic systems. These systems are provided for business
purposes and limited personal use. They should not be abused. This includes
usage of work-provided equipment outside of work hours and/or when
accessing systems remotely (e.g. telecommuting).
Case Study 2:
The facts:
•Ms H received a joke via email that contained racist overtones
•Ms H forwarded the joke in an email to five of her colleagues
•One of the colleagues who received the joke found it offensive and advised
her people leader
•Ms H was interviewed about the concerns raised. Her response was that
the email was intended as a joke; however, she acknowledged it could have
been considered inappropriate which is why she was careful when selecting
recipients
The breach:
•Ms H’s actions were in breach of NAB’s Electronic Communications Policy
and Code of Conduct because she had misused NAB’s email system
•Ms H’s behaviour was also found to be in breach of NAB’s Discrimination
& Harassment Policy due to the racist content of the email
The outcome:
•Ms H was appropriately disciplined which included an impact to her
Compliance Gateway, affecting her Short Term Incentive payment (bonus)
at the end of the year
Each situation will be assessed in terms of the particular circumstances
and facts. Appropriate action will be taken by NAB after consideration of all
relevant details. Please refer to the last section of the Code ‘Consequences
of breaching the Code of Conduct’.

Case Study 3:
The facts:
•Mr D is a team leader of a small team
•One of Mr D’s responsibilities as team leader is to verify his team members’
Corporate Card transactions through ProMaster
•One day before taking leave, Mr D provided his ProMaster user ID and
password to one of his team members, Mr K, and asked him to use his ID
and password to access ProMaster to authorise the team’s transactions on
his behalf whilst he was away
•On his return, Mr D checked his ProMaster and was satisfied to see that
Mr K had verified the team’s transactions for the month as requested
•Some time later, Mr D received a report from finance which indicated that
the team was well over budget with their Corporate Card expenses
•After some investigation, it was discovered that Mr K had been using his
Corporate Card for personal use and was authorising his own transactions
through ProMaster using Mr D’s user ID and password
•When interviewed, Mr K admitted to using his Corporate Card inappropriately
and authorising his transactions through ProMaster using Mr D’s user ID and
password
•During the interview, Mr K stated that Mr D had voluntarily provided him
with his user ID and password to access ProMaster on his behalf
The breach:
•Mr K’s actions were in breach of NAB’s Expense Management Policy, Electronic
Communications Policy and Code of Conduct because of his inappropriate
use of his Corporate Card to purchase personal goods and his dishonest and
fraudulent behaviour by authorising his own transactions in ProMaster using
another person’s user ID and password
•Mr D’s behaviour was also found to be in breach of NAB’s Electronic Policy
and Code of Conduct as a consequence of him sharing his ProMaster user ID
and password with a team member

The outcome:
•Mr K’s employment was terminated
•Mr D was appropriately disciplined which included a formal warning and
a Compliance Gateway being applied, affecting his Short Term Incentive
payment (bonus) at the end of the year
Under no circumstances should you share your password or login details
with another person. Systems such as ProMaster, SAP and Lotus Notes
provide delegation options which must be used during periods of leave.
If you are concerned that someone is aware of login details, change
your access details (user ID and/or password) immediately to prevent
unauthorised access.

Honesty
We require our employees to be open and honest. As an employee of NAB, you
will have access to money, information, goods and documents belonging to
NAB or its customers. Stealing, borrowing, misappropriating or converting these
items to private use and unauthorised access to information are criminal actions
and violate our Code of Conduct. Any proven offence will result in dismissal and
formal notification to the police.
You should also ensure that where you make business-related purchases, whether
using a Corporate Card or your own funds that are reimbursed by the bank, that
all expenses are in line with NAB’s Australian Region Expense Management
Policy. Adherence to this Policy is a compliance obligation and is expected of all
employees. Ensure you are familiar with this Policy and any other Business Unit
Expense Management Policy which may be relevant to you.
Concealing errors and omissions, or attempting to protect fellow employees who
have breached NAB’s regulations, will also be viewed very seriously. Any employee
who deliberately chooses to ignore or cover up the improper conduct of a
colleague may be considered to have assisted in committing the offence and
may be subject to disciplinary measures and/or police action.
Case Study 1:
The facts:
•Ms B, a relieving people leader, was required as part of her role to return
unwanted credit cards to the cards area at NAB
•On one occasion, Ms B deliberately retained a card that was declined by
a customer, signed the back of the card and proceeded to use it herself
•Months later, the customer who had declined the credit card contacted
NAB to raise concerns about statements received detailing purchases made
on the declined card
•An investigation was conducted which traced the fraud back to Ms B, who
eventually admitted to taking the card and using it for personal purchases
The breach:
•Ms B’s fraudulent actions were illegal and in breach of NAB’s policies and
procedures
The outcome:
•Ms B’s employment was terminated for fraudulent use of the credit card
•The police were also notified of the circumstances surrounding the case

Where employees are experiencing financial difficulties, it is recommended
they discuss their difficulties with their people leader or People & Culture.
Arrangements and support can be organised if issues are raised early.
Employee Assistance Program (EAP) is also available for financial counselling
and/or financial advice can be accessed through specialist areas at NAB.
Avoid temptation, cases of fraud will be detected and dealt with accordingly.
Case Study 2:
The facts:
•Mr G was sick and telephoned to advise he would not be back at work for
three days
•When Mr G returned to work he provided a medical certificate relating to
his absence
•Mr G’s people leader noticed one of the dates looked strange. He contacted
the medical centre to confirm the correct dates recorded on the medical
certificate
•Mr G was interviewed and advised that his doctor was unable to confirm
the dates on the medical certificate he had presented
•Mr G admitted he had changed the dates to avoid paying for an additional
consultation
The breach:
•Falsification of a medical certificate is dishonest and is a breach of NAB’s Code
of Conduct
The outcome:
•As the relationship of trust between NAB and Mr G was broken, Mr G’s
employment was terminated
Case Study 3:
The facts:
•By virtue of his role with NAB, Mr A had access to many customer accounts,
including his own
•Mr A was required to repay a personal debt; however, he did not have the
money in his account to cover the required payment
•Mr A amended the details of a loan he held with NAB to gain access to funds
to repay the debt
•Next payday Mr A repaid the money to the loan account

•As Mr A’s activities were not discovered at the time, he continued to use this
method to obtain funds to which he was not entitled
•Mr A was well aware of NAB’s policies and procedures in relation to amending
and accessing his own accounts; however, because he intended to pay the
money back at some stage he felt that what he was doing was acceptable
•A relieving employee subsequently discovered Mr A’s irregular activity
•NAB’s audit team conducted a thorough investigation into Mr A’s conduct
The breach:
•Mr A manipulated NAB’s systems and accessed his own accounts for value
transactions which breaches NAB’s policies, procedures and regulations
The outcome:
•Mr A violated the relationship of trust between himself and NAB and his
employment was terminated as a result of his fraudulent conduct
•The matter was also referred to the police
Even if there is an intention to repay money obtained from amending your
own account, or taken from another account without authorisation, it is still
theft and a criminal offence. Never take such matters into your own hands.
NAB will try to assist you if you have personal or financial difficulties.
Case Study 4:
The facts:
•Mrs S worked as a PA. In this role she used her corporate card to purchase
items including presents and flowers and to cover other general expenses
on behalf of her people leader
•Colleagues noticed the purchases and felt some were not appropriate
•Mrs S was unfamiliar with the Expense Management Policy and did not realise
that a number of items she purchased were not permitted under the policy
•NAB undertook a thorough investigation into Mrs S’s conduct
•Mrs S’s people leader was also interviewed because the purchases were made
on her behalf
The breach:
•Mrs S breached NAB’s Expense Management Policy by purchasing items that
are not permitted
•Mrs S’s people leader also breached the Policy by directing her to purchase
items not permitted under the Policy

The outcome:
•Disciplinary action was taken against both Mrs S and her people leader
which resulted in a Compliance Gateway being applied which impacted both
individuals’ eligibility to participate in the Short Term Incentive program at the
end of the performance year
• In addition, individual remedial actions were taken which required Mrs S
and her people leader to re-read and acknowledge their understanding of
and agreement to adhere with NAB’s Code of Conduct and Expense
Management Policy
•Remedial action was also taken across the Business Unit involving a
broad email communication reminding all employees about the Expense
Management Policy
Each situation will be assessed in terms of the particular circumstances and
facts. Appropriate action will be taken by NAB after consideration of all
relevant details. Please refer to the last section of the Code ‘Consequences
of breaching the Code of Conduct’.

Conflicts of interest and relations with
customers and/or third party providers
You should always remember that as an employee or contractor of NAB you
are expected to abide by, represent and support NAB’s policies and procedures
pertaining to your role.
Conflicts of interest can be potential, actual or perceived. Always exercise caution
in your personal relationships with customers to ensure they do not involve
obligations that may prejudice or influence your business relationship or conflict
with your duties to NAB. In addition, services and products must not be made
available to customers if you are aware, or have reason to suspect, these facilities
will be used for criminal or illegal activity.
When considering an offer of an opportunity to become involved in non-NAB
employment/business ventures whether as a principal, partner, director, agent,
guarantor or employee always exercise considerable care. Any such interest
in other employment/business may only be pursued with the written consent
of NAB. Specifically, this consent must be given by the person responsible for
conflicts of interest management within your business unit.
You may accept positions in organisations such as clubs, or charitable
organisations; however, if you feel that your personal activities may result in
a conflict of interest with your work, you must consult your people leader, the
person responsible for conflict of interest management within your business
unit and/or People & Culture prior to accepting such positions.
This also applies if your circumstances change, for example you are in a role which
involves making important purchasing decisions for the bank and people close
to you (e.g. partner, relative or friend) have a major interest in, or are the actual
suppliers of, the goods and services being purchased by NAB.
You must also exercise care in the giving and receiving of business-related
gifts/entertainment to/from customers, to ensure they do not entail any
obligation of favours.
The exchange of gifts of limited value is accepted business practice. However,
processes are in place to ensure transparency and to protect staff from any
perception of improper conduct or conflicts of interest. Subject to your Business
Unit’s requirements, gifts given or received must be recorded in the relevant
Gifts/Conflicts of Interest Register. If in doubt, consult with your people leader.
All staff are responsible for identifying personal or business circumstances that
may give rise to potential, actual or perceived Conflicts of Interest and for
recording those details in the relevant Gifts/Conflicts of Interest Register.

Identification and management of conflicts of interest is a compliance
obligation and you are responsible for ensuring you have familiarised
yourself with the Group Conflict of Interest Policy.
Case Study 1:
The facts:
•Mr P, a manager at NAB, is also the treasurer of the local cricket club
•After several years of fundraising activities to fund the development of a
new clubroom, the members of the club committee passed a resolution
during an AGM to obtain finance to cover their shortfall
•Mr P voted against the resolution given his understanding of the club’s
financial position, knowing the club could not support the size of the loan
required
•After a number of unsuccessful applications for loans through alternative
financial providers, the committee members approached Mr P for preferential
treatment
•After some pressure from the club committee, Mr P reluctantly approved
the loan to allow for construction to commence
•Shortly after, the club experienced liquidity problems and was unable to meet
the loan repayments, eventually resulting in a large loss for NAB
The breach:
•NAB completed a thorough investigation into the matter and found Mr P
had misused his position of responsibility, which is a breach of NAB’s Code
of Conduct and constitutes a conflict of interest
The outcome:
•As the relationship of trust between NAB and Mr P had been broken, Mr P’s
employment was terminated
Remember your people leader can assist you in avoiding a difficult situation.
If you have any concerns, discuss them with your people leader up-front. A
conflict of interest in this scenario could have been avoided if Mr P referred
the loan application on to his senior manager or another colleague to assess.

Case Study 2:
The facts:
•Mr J is employed within NAB Technology and often makes purchasing
decisions on behalf of NAB as part of his role
•NAB sought to purchase IT consulting services for a project which Mr J sourced
through a Request for Consulting process. Mr J also approached a number of
his friends as he was aware they had the right skills to bid for the project work
available. Mr J encouraged them to submit a bid for the available work
•A number of consultants, including Mr J’s friends submitted bids for the work
•After considering all applications submitted, Mr J selected one of his friends
to complete the work, not considering that his decision may represent a
conflict of interest. Mr J did not disclose his friendship with the contractor to
his people leader
The breach:
•NAB completed a thorough investigation into the selection process and
found Mr J had engaged in conduct that represented a conflict of interest.
Irrespective of whether Mr J’s friend was the best candidate, by not disclosing
his connection to the consultant, Mr J’s decision could be perceived as a
conflict of interest
The outcome:
•Mr J was appropriately disciplined which included an impact to his
Compliance Gateway, affecting his Short Term Incentive payment (bonus)
at the end of the year
•Individual remedial action was taken which included Mr J re-reading and
acknowledging his understanding of and agreement to adhere with NAB’s
Code of Conduct and Group Conflict of Interest Policy
•An email was also sent across the business reminding employees of their
obligations under the Group Conflict of Interest Policy

Case Study 3:
The facts:
•Mr A, a relationship manager at NAB, was offered an all expenses paid
weekend away by a customer for his hard work in assisting with their banking
arrangements
•Mr A’s work had resulted in significant savings to his customer and he felt
justified in accepting the trip. Mr A accepted the trip, without disclosing the
gift to his people leader
•After he returned from the trip, Mr A was approached by his people leader
who had been informed that the trip had been funded by Mr A’s customer
The breach:
•After a thorough investigation into the situation, it was determined that Mr
A’s acceptance of this gift, which cost a substantial sum of money, represented
a potential conflict of interest as it could reasonably be perceived as unduly
influencing or creating a business obligation on the part of Mr A
The outcome:
•Mr A was appropriately disciplined which included an impact to his
Compliance Gateway, affecting his Short Term Incentive payment (bonus)
at the end of the year
If you are faced with a similar situation you should inform your people leader
and decline the gift. If the customer wishes to offer you a less extravagant
gift, you may be able to accept the gift after consulting with your people
leader and recording the details of the gift in the Business Unit Gift Registry.
Case Study 4:
The facts:
•Ms B is a personal banker at NAB and is responsible for approving lending
facilities for customers
•Ms B also has a financial interest as a shareholder and relative to executives of
an external broking business which introduces customers seeking finance to
various financial institutions
•On occasion, Ms B would refer customers who had approached her seeking
finance to the broker company to apply for the loan. Ms B explained to these
customers that their loan application was more likely to be accepted by
applying through a broker

•At other times, Ms B would not refer customers to the broker directly;
however, she would make a note on their application that the loan application
had been referred to NAB through the broker
•Ms B’s people leader became aware of these practices and approached Ms B
about concerns regarding her conduct
The breach:
•After a thorough investigation into a number of Ms B’s lending transactions,
Ms B’s conduct was found to represent a conflict of interest and a breach of
the Code of Conduct
The outcome:
•As the relationship of trust between NAB and Ms B had been broken, Ms B’s
employment was terminated
Each situation will be assessed in terms of the particular circumstances
and facts. Appropriate action will be taken by NAB after consideration of
all relevant details. Please refer to the last section of the Code ‘Consequences
of breaching the Code of Conduct’.

Prevention of fraud
NAB can at any time be the target of fraud and corruption.
Fraud and corruption involves dishonest actions, or dishonestly failing to act,
that cause actual or potential financial loss, or an unjust advantage, including
theft of money, data or other property whether or not deception is involved.
Deliberately falsifying, concealing or destroying documentation, particularly
financial statements, of your own, a customer’s or NAB’s, is regarded as fraudulent
or corrupt action. Furthermore, employees or contractors must not be involved in
an act or acts of bribery by providing or promising to provide a benefit, including
non-monetary and non-tangible inducements, to another person where that
benefit is not legitimately due.
Our policies and procedures have been designed to minimise risk to our
employees and NAB. You should be alert to unusual activities or requests
from other employees or customers and adhere strictly to NAB’s policies
and procedures.
For example, accounts must not be opened or operated in fictitious names.
By ensuring that the correct procedures are adhered to at all times, such as
checking a customer’s identity, including the 100 point AUSTRAC checklist,
fraud can be prevented.
The definition and example provided above is not exhaustive. Please refer to the
full policies and procedures available on NAB’s intranet for more information. If
you are unsure whether fraud has occurred, or if you are pressured by a customer
or fellow employee to depart from our policies/procedures, consult with your
people leader immediately. The Whistleblower Protection Program and Process
has also been established to assist employees to report suspected and actual
fraud. Failure to report fraud will be regarded as seriously as the fraud itself.
Failure to adhere to procedures designed to prevent fraud occurring, or failure
to report suspicious activity such as money laundering or terrorism financing,
may result in disciplinary action against an employee.
Case Study 1:
The facts:
•Mr R worked as a Service Adviser at an outer suburban retail outlet
•While serving a customer, he noticed that neither the signature nor the
name on the credit card provided by the customer matched
•Mr R questioned the customer, who was vague in responding and proceeded
to sign another form so that the signature matched the name on the card
•Being suspicious of the customer’s actions, Mr R reported this to his
people leader

•NAB completed a thorough investigation into the customer’s activities after
which it was found he held accounts under a number of different names to
avoid taxation and hide criminal activities
The breach:
•In this scenario, no breach has occurred. In fact, Mr R has acted in line with
NAB’s Policy and Procedures by being fully alert to the risk of fraud and as
such has prevented fraud against NAB
The outcome:
•Mr R’s actions resulted in preventing the customer continuing illegal activities
that had continued for some time prior to being detected by Mr R
•Mr R’s actions were rewarded through his team’s reward and recognition
program
All employees should remain alert to unusual customer activity and must
follow correct procedures to ensure instances of fraud and the subsequent
risk to NAB is kept to a minimum.

Australian Financial Services Licence (AFSL)
requirements
Under our AFSL, representatives (NAB employees) who have successfully
completed specialist training are authorised to provide advice on licensed
products and services.
All other representatives who have completed AFSL general awareness training
can only provide factual information to our customers. Factual information
is information such as fees and charges, interest rates, interest frequency,
statement frequency and access methods. It does not include recommendations,
comparisons, statements or opinions that may influence a customer’s decision
about a financial product.
If you are accredited to provide advice, you must provide the applicable disclosure
documentation and warnings. You must also inform the customer of all aspects of
the product including the terms and conditions, applicable fees and charges and
any special conditions associated with that product.
Failure to meet these obligations can impact our licence to operate and can result
in fines, termination of employment or imprisonment.
Examples of breaches of our licence can include, but are not limited to:
•Failure to provide a customer with all relevant disclosure documentation
at the appropriate time
•Selling an inappropriate product to a customer, e.g. offering a product that
did not really suit the customer’s needs due to sales targets or performance
incentives
•Misrepresenting or providing false details about the product features or
product terms and conditions
•Providing advice to a customer, when not trained and accredited, e.g. telling
a customer which home insurance product is best for them, when you do not
have the appropriate accreditation and/or NAB’s authority to do so

Market information
Sometimes you may obtain sensitive information about a company which is not
generally known to others. NAB regards sensitive company information (as well
as any information about customers) as private and confidential. It does not
permit you to reveal, or make use of it other than for approved purposes. This
can include the release of information to non-authorised external parties.
In addition to this restriction, it is a criminal offence to buy or sell stock
market listed shares or certain other securities or debt instruments if you have
information not generally known which, if it was generally known, might affect
the value of those shares or securities. The law also prevents you passing the
confidential information to others for their use in that way.
Employees have specific obligations in relation to dealing in National Australia
Bank Limited securities.
The Group Securities Trading Policy is designed to ensure that NAB and its
representatives not only comply with the law, but are beyond reproach in their
dealings in the Securities and Insider Information of NAB and other entities with
which NAB deals. This policy prohibits insider trading.
The Group Securities Trading Policy includes black-out periods leading up to
full and half year results. During this period, no trades by employees or their
immediate family in National Australia Bank Limited securities are permitted if
the employee is in possession of price-sensitive information that is not publicly
available.
These breaches of the Code of Conduct will result in dismissal.
Case Study 1:
The facts:
•Mr B, an employee of NAB, purchased shares in Company Z, whose share
price at the time was low
•At the time of purchasing the shares in Company Z, Mr B was confidentially
informed that another company was staging a take-over of Company Z and
that the share price would likely rise once the take-over was announced
publicly
•This eventually occurred, resulting in a large profit for Mr B when he sold
his shares
•Mr B attempted to conceal his actions, using a false name and pretending
that others, who acted without his knowledge, were involved

The breach:
•After a thorough investigation Mr B was charged with offences under the
Corporations Law and was found guilty of the charges made against him
The outcome:
•Mr B’s employment was terminated from NAB
•Mr B was required to pay back the profit he made through this transaction
•Mr B was sent to prison
Any allegation of misuse of confidential information will be thoroughly
investigated by NAB. Schemes to avoid detection, such as passing the
information to friends or relatives for them to undertake the prohibited
trading, will be discovered in such an investigation.
Such offences can be found to be in breach of the Code of Conduct and
could possibly lead to criminal charges.

Confidentiality, access and disclosure
NAB holds a great range of confidential information regarding our customers,
staff, our suppliers and our internal business affairs both domestically and
internationally. This information must only be accessed if it is required in order
to fulfil a work-related task. Any access to customer, staff, supplier or business
information other than that required for work purposes will be deemed as
unauthorised access. Similarly releasing this information to unauthorised sources,
internal or external, is prohibited. If you wish to gain access to such confidential
information for a work-related task you will need to obtain proper authorisation –
for more information speak with your people leader.
Such information must never be provided to, or discussed with, any unauthorised
person within or outside NAB or be used for personal/financial advantage.
Information obtained before, during or after your employment, whether it
concerns the business affairs of NAB, NAB’s staff, customers or suppliers must
always be treated as confidential. Only in very limited circumstances, generally
involving legal matters, can confidential information be disclosed outside of NAB.
NAB’s internal systems (such as eBOBs or Siebel, etc) should not be used to access
your own personal customer profiles or those of your family, friends, staff or wellknown identities. If you require any information regarding your own relationship
with NAB as a customer, please refer these questions to your banker, internet
banking, or call 13 22 65 and refer your family members and friends via the same
channels. This will ensure that you do not risk breaching the Code of Conduct by
accessing information without authorisation.
Further, personal information about customers of NAB or about other individuals
having dealings with NAB (e.g. contractors) must, among other things, be viewed,
collected, used, disclosed, updated, stored securely and destroyed only in
accordance with the National Privacy Principles. The National Privacy Principles
are set out in the Privacy Act 1988 (Cth). Personal information is any information
or opinion about individuals, including in particular about NAB’s customers,
whether true or not, whose identity is apparent or can reasonably be ascertained
from that information or opinion.
Providing financial advice and financial services is an onerous position and
recognised by the community as one requiring a high level of trust and ethical
behaviour. This position must never be exploited either to your own advantage
or that of others, during your employment or after its cessation.
The common law, the Privacy Act, and the Codes of Banking Practice and
Electronic Funds Transfer and certain other legislation govern NAB’s dealings
with personal and confidential information provided to it by others.
It is your ethical obligation to maintain the trust and confidence of our customers
and to do this by protecting relevant personal and confidential information.

You are also obliged, as a matter of law, to ensure that all personal information
that comes to your knowledge before, during, or after your employment with
NAB is protected in accordance with the National Privacy Principles. Further, you
must ensure that the commitments given by NAB to its customers and others in its
Privacy Policy are carried out properly.
Failure to comply with those obligations and to carry out those commitments,
or causing NAB to breach those obligations and commitments, will result in
disciplinary action, and possibly dismissal.
If you suspect that personal information is in the wrong hands advise your people
leader immediately.
NAB has made certain commitments to its customers and others to
protect their personal information. These commitments are set out in
NAB’s Privacy Policy.
You should familiarise yourself with this policy.
Case Study 1:
The facts:
•Ms A was an employee of NAB who managed a portfolio of business
customers. As a result, Ms A had access to financial information relating
to various businesses
•Ms A became aware of the financial success of one of her smaller businesses
and with this knowledge contacted her friend who owned the premises the
business leased and advised them to request a higher rent from their tenants
•In another situation, Ms A made contact with the competitors of a failing
business to advise them of the failing business’ financial situation and
obtained kick-backs for the information she shared
•NAB was notified of Ms A’s actions by one of the external businesses
contacted by her
The breach:
•After a thorough investigation Ms A was found guilty of disclosing personal
and confidential information to unauthorised people in return for personal
gain
•Ms A’s actions also placed NAB’s relationships with its customers at risk
and exposed NAB to liability for breach of laws relating to privacy
The outcome:
•The relationship of trust between NAB and Ms A had been broken.
Ms A’s employment was terminated from NAB

Case Study 2:
The facts:
•Mr X is employed as a teller at NAB
•Mr X’s wife informed him that her friend, a NAB customer, had owed her
money for some time. Mrs X suspected that her friend had the available
funds to pay her the amount owed at the time, but was failing to do so
•Mr X accessed the customer’s account to validate his wife’s suspicions;
however, he did not disclose the details of the customer’s account to his wife
•NAB received a complaint from the NAB customer alleging that Mr X was
disclosing details of his accounts to his wife
The breach:
•After a thorough investigation was conducted by NAB, Mr X was found to have
accessed the NAB customer’s account details for non work-related purposes.
Whilst Mr X was not found to have disclosed the account details to his wife,
his actions in accessing a customer’s account for non-business purposes was
in breach of NAB’s Code of Conduct
The outcome:
•Mr X was issued a first and final warning for his actions and a Compliance
Gateway, affecting his Short Term Incentive payment (bonus) at the end
of the year
•Individual remedial actions were also taken which required Mr X to re-read
and acknowledge his understanding of NAB’s Code of Conduct
Each situation will be assessed in terms of the particular circumstances and
facts. Appropriate action will be taken by NAB after consideration of all
relevant details. Please refer to the last section of the Code ‘Consequences
of breaching the Code of Conduct’.
Case Study 3:
The facts:
•Ms D is a fanatical football supporter who worked as a relieving teller at NAB
•On occasions, whilst relieving at the teller counter during the lunch period,
Ms D would access address, age details and account types of her favourite
footballers through eBOBs
•Ms D would openly share the footballers’ private details with the other tellers
at the branch

•One of the tellers became concerned about Ms D’s actions. Knowing that this
conduct was inappropriate, she advised the Branch Manager
The breach:
•After a thorough investigation was conducted by NAB, Ms D was found to
have accessed and disclosed NAB customers’ personal and confidential
information for non work-related purposes
•Ms D’s actions exposed NAB to liability for breach of laws relating to privacy
The outcome:
•As the relationship of trust between NAB and Ms D had been broken,
Ms D’s employment was terminated
Case Study 4:
The facts:
•A teller helped out her mother by completing transactions for her at her own
workstation
•Several months later, the employee’s mother questioned the transactions and
a dispute ensued, exposing NAB to the risk of litigation
•NAB completed a thorough investigation into the matter including accessing
systems via keystroke technology to determine how the transactions had been
completed.
The breach:
•The teller conducted transactions without her mother’s authority
•The teller did not act in line with NAB’s policies and procedures relating to
completion of transactions, which includes but is not limited to accessing,
viewing, amending, creating, managing, or downloading/printing customer
and employee account information
The outcome:
•The teller was issued with a first and final warning and a Compliance Gateway
was applied, affecting her Short Term Incentive payment (bonus) at the end
of the year
•Individual remedial actions were also taken which required the teller to
re-read and acknowledge her understanding of NAB’s Code of Conduct

Media discussions/publicity
Employees, other than those specifically authorised, are not permitted to give
interviews to the news media (radio, press, television, etc) or to make public
statements on any aspect of NAB or its operations. In matters of topical interest,
employees are unlikely to be in a position to know all the facts and consequently
may give the wrong impression and/or information which could prove damaging
to NAB’s reputation. Similarly, statements on industrial disputes can be easily
misinterpreted when they are not based on a complete knowledge of the facts
of a particular case.
Employees are also not permitted to allow press or television photographers to
photograph the interior of NAB premises without approval from Corporate Affairs.
Employees are expected to actively support and ‘speak up’ for their colleagues,
the organisation’s decisions and the communities we work with and not to put
their personal agenda ahead of the organisation and/or its customers.

Complying with regulatory obligations
Regulatory compliance is about complying with all laws, regulations and codes
that are applicable to NAB as a financial service provider. We must ensure we
comply with our regulatory obligations in order to stay in business. Failure to
meet our regulatory obligations can impact our licence to operate and can result
in fines, termination of employment or imprisonment for employees. It is also
about developing the right compliance culture “doing the right thing” so that
we treat our customers fairly and as we would wish to be treated ourselves.
We are all responsible for the way that customers experience our organisation.
In this way, we will achieve our corporate objectives and meet the expectations
of all our stakeholders. We can then take pride in NAB’s compliance culture and
achievements. Your conduct will be a key contributor to this.
The minimum behavioural expectations for all employees are defined in the
Compliance Standards and the Code of Conduct.
Where an employee fails to adhere to policies, procedures and regulatory
obligations pertaining to their role, disciplinary action will be applied.
Our compliance procedures and training are in place to protect you, NAB and
our customers. Make yourself familiar with your obligations, actively encourage
others to do the right thing and let us know where problems arise.
Any suspected issues of non-compliance or potential breaches should be reported
to your people leader, the People Advisory Centre, Concern Online, or to the
Whistlebower Protection Program. Identifying incidents and potential breaches is
about noticing mistakes and process or system failures that could lead to a breach
of our policies, procedures or relevant legislation and codes and making sure this
is reported so that we can work together to remedy any weaknesses.
Examples of a breach can include, but are not limited to:
•Failing to take additional steps to ensure that a customer from a non-English
speaking background understands the fees and charges that may apply to a
product
•Failing to report cash transactions at your branch that are $10,000 or greater
or transaction or matters that you suspect may be suspicious or unusual
•Keeping a list of your customers’ tax file numbers in a spreadsheet on your
computer

Consequences of breaching the Code of Conduct
The material presented within the Code of Conduct is by no means exhaustive.
The Code has been designed to focus upon particular recurring examples of
misconduct identified by NAB.
The importance of a relationship based on trust between NAB and its employees
cannot be underestimated. All suspected breaches of our Code of Conduct or
any other situation pertaining to the relationship of trust between NAB and its
employees will be thoroughly investigated.
Depending on the nature of the issue, such investigations will be conducted
by the people leader supported by Audit, People & Culture, Compliance,
Technology, Security or an external party. If these investigations reveal breaches
of policy, appropriate disciplinary and remedial action will be taken. This will
range from providing the employee with training, coaching and counselling
through formal warnings to termination of their employment.
Any breach of the Code of Conduct or policy will be measured against the
Compliance Gateway framework and may impact on an employee’s performance
review and consequent short term incentive (STI) payment.
Each situation will be assessed in terms of the particular circumstances
and facts. Appropriate action will be taken by NAB after consideration
of all relevant details.

National Australia
Bank Limited
policy declaration
I,_________________________________________________________________
fully understand the standards of responsibility and ethical conduct
outlined in the Code of Conduct and related policies which are expected
of me as an employee of NAB.
I also understand that my manager/people leader or People & Culture are
available to answer any queries I have and/or have satisfactorily addressed
any queries that I have raised.
Throughout the course of my employment, I will ensure that at all times
I adhere to the standards and policies required by NAB.
I am fully aware that my employment may be reviewed and disciplinary
action may be taken should I not adhere to these requirements.
Employee Number:__________________________________________________
Employee Name:____________________________________________________
Signed:_ __________________________________________________________
Date:_ ________________
71702A0111
