ESRS G1 Business conduct

The role of the administrative, management and supervisory bodies (GOV-1)

The disclosure requirements for G1 GOV-1 can be found in chapter ESRS 2 GOV-1.

Description of the process to identify and assess material impacts, risks and opportunities (IRO-1)

The identification and assessment of material impacts, risks and opportunities in connection with aspects of business conduct took place along the entire value chain of VP Bank. The guidelines of the UN Global Compact and the Principles for Responsible Banking as well as national laws and regulations on due diligence in financial transactions were taken into account. Sound business practices and legal compliance are a fundamental prerequisite for the trust of VP Bank’s clients. As part of the double materiality analysis, VP Bank identified five areas as essential in the context of business conduct and highlighted their relevance along the value chain. The following table provides a comprehensive overview and specifies the most important directives and measures already taken for integration into business operations. This is intended to reduce (potential) negative impacts, actively manage risks and exploit opportunities.

As part of the periodic risk assessments and periodic internal controls, mitigation measures that contribute to the robustness of the bank’s defence mechanisms are also examined. The focus is on training, new processes or adjustments to due diligence and monitoring measures. The existing software solutions are regularly reviewed and adapted to the growing challenges by means of corresponding updates.

Business conduct policies and corporate culture (G1-1)

Corporate culture

Awareness of risk, security, and compliance is important at VP Bank. A set of coordinated rules and guidelines, as well as a comprehensive Code of Conduct, provide orientation and guidelines for our commitment as an economically, socially, and ethically responsible employer and financial partner.

Since 2024, VP Bank has further intensified its efforts to actively shape a risk-aware, inspiring, and performance-enhancing corporate culture, with the intention of providing better guidance, clarity, and focus on our behavior, attitudes, and cooperation in the coming years as part of a group-wide cultural initiative. Based on the Code of Conduct and our three core values “we achieve,” “we explore,” and “we care,” a cultural vision and a cultural compass with five behavioral attributes were developed. The input for this came from a large number of cross-divisional and cross-country workshops and interviews. The attributes of openness, courage, co-creation, trust, and consistent action describe the five essential qualities that VP Bank wants to reinforce in our daily work with all stakeholders, in addition to a high level of risk awareness. Since 2025, the cultural compass with its behavioral characteristics has been gradually anchored in all our personnel and management practices – behavior has been given significantly more weight and attention, especially in our performance appraisals. To anchor the code of conduct, all our employees complete mandatory, role-specific training courses every year.

VP Bank understands performance to be a combination of personal contribution and behavior – accordingly, our performance targets this year focus equally on the contribution made and on the behavior that enables good results and effective contributions in the first place.

For us, behavior in the context of performance management has three dimensions – against which all employees, including our management, are measured and assessed.

1. Cultural compass with five attributes and specific behavioral descriptions to help employees understand how these characteristics manifest themselves in everyday behavior.
2. Risk awareness and behavior – describes our expectations and requirements for our business practices in terms of risk management and compliance.
3. Individual behavioral goal – a behavioral aspect with the potential to increase personal impact and added value for clients and stakeholders.

Our decisions on recruitment, promotion, talent development, and compensation will also be based even more strongly on these three behavioral dimensions in the future.

A variety of specific cultural activities, employee workshops, information events, training, and coaching opportunities for managers are designed to continuously increase the anchoring and active living of these central behavioral aspects in everyday work. In order to establish a strong risk and compliance culture in line with our guidelines and Code of Conduct, all our employees complete mandatory, role-specific e-learning courses with a final knowledge test each year, in addition to the above activities.

These training courses, which focus on risk behavior and compliance, are mandatory for all permanent and temporary employees. Even employees who only work at VP Bank on a temporary basis – such as apprentices, graduates, and interns – are required to follow our guidelines and Code of Conduct and to demonstrate their understanding and application of these in targeted online assessments. These mandatory training courses are repeated at regular intervals – usually annually, with the Code of Conduct training every three years.

Group Compliance monitors the successful and timely completion of these mandatory training courses. Failure to complete the training courses and violations of the conduct described in the Code of Conduct and other directives may result in negative consequences depending on the severity. In addition to an entry in the personnel file, a negative performance appraisal, and a reduction or elimination of a variable salary component, VP Bank reserves the right to take disciplinary action against employees, up to and including termination of employment or criminal prosecution.

Our leadership culture, based on five key leadership qualities – authenticity, connectivity, self-reflection, empathy, and ambition – is also a key driver and pillar of our corporate culture. For us, leadership means actively shaping, consciously influencing, courageously transforming, empowering others, and inspiring through our own example of leadership and cultural attributes. Leadership is not a title or a privilege, but a way of thinking and acting – in other words, a question of fundamental attitude that is evident in every conversation, every decision, and every gesture. In this sense, VP Bank believes that all employees should live up to their leadership aspirations and responsibilities.

Our three values, the cultural compass, and the leadership personality traits were developed collectively by numerous employees from different business areas, regions, and hierarchical levels and enjoy a correspondingly high level of support.

VP Bank strives to continuously expand its range of learning and training opportunities in the areas of leadership, behavior, and social skills and to align them even more consistently with all of these cultural cornerstones in the future.

A new leadership curriculum was designed for this purpose in 2025. It describes a carefully coordinated portfolio of development opportunities for managers, designed to impart knowledge, strengthen practical skills, and develop personal impact in line with our cultural cornerstones. The training programs are aimed at different target groups and complement each other in a targeted manner, so that every manager can find exactly the support they need at their point of development and career. VP Bank is currently designing its first comprehensive leadership training program for our team leaders on the client front. The aim is to enable them to coach and support their teams in a targeted and effective manner in the areas of consulting, service, and sales, as well as in matters of performance, development, and collaboration. An initial training program will be piloted in Q3 2026.

Unlawful conduct and whistle-blowers

Corruption and bribery

VP Bank has a comprehensive set of rules for preventing corruption and bribery. These include the Code of Conduct of VP Bank, which is approved by the Board of Directors and brought to the attention of employees, as well as other operational measures that are regulated in the Group standard on conflicts of interest. VP Bank does not differentiate between employees who are more or less affected by corruption or bribery potential; it applies the same set of strict requirements to all employees.

Money laundering and terrorist financing

VP Bank has a comprehensive set of rules that defines the processes for preventing and detecting money laundering cases as well as possible terrorist financing. Employees are required to inform the local Compliance unit of any incidents that could be indicative of money laundering or terrorist financing. This is also taught in specialised training courses, which take place at least once a year.

VP Bank's system encompasses the due diligence obligations stipulated by regulators, which include establishing and verifying the identity of the contracting party and the beneficial owners, documenting this information in a business profile, and monitoring business relationships in a manner appropriate to the level of risk.

These obligations are applied risk-based as part of the onboarding process, regular reviews, event-driven reviews and as part of the ongoing monitoring procedure, which is also reflected in the KYC processes, life cycle management, screening and transaction monitoring processes.

This means that the individuals involved in a business relationship (natural and legal persons) are checked against adverse media and the World-Check list (PEP, sanctions, etc.). Counterparties to transactions are also screened in real time against World-Check lists that are relevant to sanctions or terrorist financing, and false positives are checked individually. Furthermore, transactions and their patterns are also checked using defined system-integrated parameters. The processes are designed in such a way that they capture both internal and external factors and check indiscriminately whether suspicion is directed at internal or external persons. If internal employees are affected by suspicious cases, this would be coordinated by Group Legal and Group Internal Audit, and People & Culture would be involved due to the increased sensitivity.

Whistleblowing

VP Bank has a Group standard on whistleblowing. Potential whistleblowers can use both personal and written channels to submit their observations. For a detailed understanding of how whistleblowers can report potential suspicions and violations (anonymously), how and by whom these reports are processed and how whistleblowers are protected, please refer to Group standard GS-32, Whistleblowing, and the explanations in ESRS S-1. This Group standard is based on Directive (EU) 2019/1937, international standard ISO 37002:2021 on the establishment and operation of whistleblowing systems and the local legal and regulatory requirements of the subsidiaries.

Potential infringements and violations of the Code of Conduct and other directives are identified by anonymous or personal written or verbal reports from employees, managers, internal control bodies (Compliance, Internal Audit) or external control bodies (external, independent auditors). A violation is any case of employees failing to follow directives or not complying with instructions. This violates the duty of loyalty towards the employer. A violation may also consist of employees tolerating violations, obstructing the investigation of a suspected violation or discriminating against employees who have properly reported a violation.

Regardless of whether a suspicious activity report is initiated in person or anonymously, it is forwarded directly to the central whistleblowing unit (Group Internal Audit). Group Internal Audit decides on the scope and form of necessary investigations and clarifications. The relevant instances, procedures and processes are described in detail in Group standard GS-32, Whistleblowing.

Depending on the type of violation and the degree of fault, various sanctions are possible: a verbal reprimand, a written reprimand, a written warning or, in the case of very serious violations, termination of the employment relationship. The consequences of a verbal reprimand are at the discretion of the manager. There is no official written communication or immediate sanction. Written reprimands, warnings or dismissals are always filed in the personnel file and result in a downgrading of the performance appraisal and a reduction in variable compensation.

Sanctions that have been initiated or already implemented are assessed and confirmed in a first instance by Group Executive Management and then by the Board of Directors (NCC).

Prevention and detection of corruption and bribery (G1-3)

The results of inspections and investigations are brought to the attention of the relevant bodies such as Group Executive Management and the Board of Directors.

Corruption and bribery

The Group's Conflicts of Interest Policy governs the acceptance of gifts, third party accounts, outside employment and all other issues related to corruption and bribery. In addition, training courses on this topic, approximately two hours of training, are compulsory for all employees. These are carried out both at the start of employment with VP Bank Group and on a recurring basis. The course on the Group's Conflicts of Interest Standard checks that the learning content has been understood and that employees know where to find the information. Completion of the course and passing a final test is compulsory and monitored by an internal department accordingly. This serves to raise awareness and is supported by accompanying measures for reporting such observations to the responsible authorities.

The Board of Directors is informed once a year by the CRO about its obligations in connection with conflicts of interest (disclosure, reporting obligations, contact persons, deadlines). This information is also recorded in the minutes at meetings of the Board of Directors.

All VP Bank employees are required to annually confirm their compliance with the Code of Conduct and the relevant provisions of the Group Standard on Conflicts of Interest. These confirmations are checked for completeness and verified on a random basis (including by obtaining documents from third parties). Group Investment Compliance conducts checks to detect possible violations of the rules on corruption and bribery. These checks are carried out on the basis of information received, spot checks or anomalies, particularly in the case of transactions. In suspicious cases, Group Investment Compliance refers the matter to Group Internal Audit for an independent in-depth investigation. Group Internal Audit may conduct audits independently and autonomously as part of its risk analysis and audit planning. Group Internal Audit may also be involved in case-specific matters or conduct audits or investigations at the request or direction of the Board of Directors, for example. In doing so, Group Internal Audit acts independently of the Executive Committee and is formally accountable only to the Board of Directors.

Money laundering and terrorist financing

Internal regulations and directives implement the regulatory requirements that apply as a minimum standard within VP Bank. Of central importance in this regard is the structuring of due diligence obligations, which encompass the determination and verification of the identity of the contracting party, the determination and verification of the identity of the beneficial owner, the creation of a business profile as well as the risk-adequate monitoring of the business relationship.

VP Bank fulfils these obligations through risk-based onboarding, regular reviews, event-driven reviews and ongoing monitoring. This is also reflected in KYC processes, life cycle management, screening and transaction monitoring, and is supplemented by mandatory training. Effectiveness is monitored as part of the internal control system and through internal audit reviews.

In addition, all employees are required to confirm on an annual basis that they comply with the applicable regulations, including those relating to the detection and handling of suspected money laundering and terrorist financing.

As part of the due diligence processes, which serve, among other things, to identify indications of money laundering, predicate offenses to money laundering, organized crime, or terrorist financing, no suspicious circumstances were confirmed during the reporting period. Consequently, no regulatory or criminal fines were imposed on VP Bank in connection with corruption or bribery regulations.

Political influence and lobbying activities (G1-5)

VP Bank does not exercise any active political influence and is not involved in lobbying activities. However, through the bank’s membership in certain industry associations, there is an indirect possibility of it having influence in Liechtenstein due to its local market power. In Liechtenstein, VP Bank is a member of the Liechtenstein Bankers Association (LBV), the Liechtenstein Chamber of Commerce and Industry (LIHK) and the Liechtenstein Investment Fund Association (LAFV). Membership fees for these industry organizations amount to CHF 645,925. Membership fees for other associations and organizations exceeding CHF 20,000 each total CHF 165,646. These include memberships in Business Engine, the Luxembourg Bankers Association (ABBL), the Swiss Bankers Association, and ETH Zurich. VP Bank does not consider these contributions to be relevant.