The Code of Ethics policy has been prepared with an understanding that personal integrity is a quality, which cannot be created or preserved by written rules alone. Codes of conduct, 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 judgment of all officers, employees and directors.
Scope of the policy includes all employees, officers, directors, agents or attorneys of the Bank. The Bank expects that the actions of its officer, employee or director will reflect the ethical standards of the Bank. Personal and/or business affairs should be conducted in a manner that does not cause regulatory/legal/financial risk and/or loss to the Bank. If any officer, employee or director is uncertain about what to do in any situation, guidance should be sought from the Bank’s General Counsel.
Duty to Report a Concern
It is the responsibility of all officers, employees or directors to report all instances of known or suspected illegal activity on the part of any officer, employee, director, agent or customer of the Bank. If it is uncertain as to the propriety of an individual’s actions, contact the Bank’s General Counsel to obtain clarification. Officers, employees or directors must promptly notify the Bank’s General Counsel if it is suspected that an officer, employee, director, agent, or customer has committed an illegal act or the discovery of any circumstances that suggest that a crime has been committed. Failure to report suspected illegal activities properly as outlined in this policy might subject that individual to disciplinary action up to and including and termination.
The Human Resources Officer, General Counsel and appropriate managers will investigate incidents of alleged ethical violation by employees or officers of the Bank, and, depending upon the findings and/or the severity of the violation, may take disciplinary action, up to and including termination. The Human Resources Committee of the Board of Directors will investigate alleged ethical violations by inside and outside directors. In such event, depending upon the findings and/or the severity of the violation, the Human Resources Committee may recommend disciplinary action, up to and including termination and/or removal from the Board. The Bank is required by law to report violations of criminal laws to state and/or federal law enforcement agencies.
The Bank policy prohibits any form of retaliatory action toward an officer, employee or director who notifies the Company of a suspected illegal act or participates in the investigation of a complaint.
Safeguarding Confidential Information
It is the responsibility of all officers, employees and directors to safeguard confidential information and take extra precautions to protect the privacy of our customers, suppliers, shareholders, employees and Directors. Confidential information can be written, oral or electronic and includes any information gleaned from business plans/strategies that has not been made public by persons authorized to make such information public; banking transactions (i.e. customer personal, credit, account information, references, and/or information gleaned within the scope of the employment relationship. Such confidential information is to be used solely for approved banking purposes and not as a basis for furthering a private interest or otherwise for personal gain.
An officer, employee or director of the Bank may not disclose confidential information to private individuals, organizations, government bodies, of one customer to another customer, or to any outside party, and disclosure of information to other bank employees or directors should be kept to a minimum on a need-to-know basis, except to the extent demanded by legal process such as a subpoena or court order, in which event approval for disclosure must be sought from the Bank’s Legal department.
Conflict of Interest
All officers, employees and directors of the Bank have a fundamental duty to avoid conflicts of interest or potential conflicts of interest with the Bank.
An officer, employee and/or director shall not
- Advance their own personal or business interests, or those of others with whom such persons have a personal or business relationship, at the expense of the Bank or in conflict with any obligation owed to the Bank.
- Represent the Bank in any transaction where he or she has any material connection or substantial financial interest. Specifically, a material connection includes the involvement of any family member or close personal friends. This policy includes, but is not limited to, approval of bank overdrafts, authorizing or accepting checks on uncollected funds, waiving of bank charges or late charges, or other normal fees. It also includes making loans.
- Accept a directorship of another corporation without approval of the Chief Executive Officer or Board of Directors. Charitable and nonprofit organizations are exceptions to this general policy.
No Bank officer, employee or director shall engage in transactions with the Bank in which such person has a duty to protect the Company interests therein and has simultaneous opportunity to realize a personal gain or benefit there from unless such transaction is approved by the Board of Directors. The complexity of modern business and banking transactions is such that an absolute prohibition is not feasible, but the policy of the Bank is to discourage self-dealing generally and to prohibit those transactions, which, after a careful examination, appear to be objectionable either in substance or appearance.
Bank officers, employees or directors and their immediate families, whether acting individually or in a fiduciary capacity, are not permitted to sell assets to or purchase assets from the Bank without prior consent of the Board of Directors unless such assets are being offered by the Bank at public sale or public auction, or the purchase or sale has been approved by a court having jurisdiction. Additionally, a bank officer, employee or director must not take for himself or herself an opportunity, which belongs to the Bank.
Gifts, Fees, Legacies and Loans
The Federal Bank Bribery Statute and other laws prohibit any employee, officer, director, agent or attorney from (1) soliciting for themselves or for a third a party (other than the bank itself) anything of value from anyone in return for any business, service or confidential information of the bank and (2) accepting anything of value (other than bona fide salary, wages and fees) from anyone in connection with the business of the bank, either before or after a transaction is discussed or consummated.
There are a number of instances where a bank officer, employee or director, without risk of corruption or breach of trust, may accept something of value from one doing or seeking to do business. These exceptions to the general prohibition regarding acceptance of things of value in connection with bank business may include:
- Business luncheon or the special occasion gift from a customer if the acceptance is based on family or personal relationship existing independent of any business of the institution; if the benefit is available to the general public under the same conditions on which it is available to the bank official; or if the benefit would be paid for by the bank as a reasonable business expense if not paid for by another party.
- Acceptance of gifts, gratuities, amenities or favors based on obvious family or personal relationships (such as those between the parents, children or spouse of a bank official) where the circumstances make it clear that it is those relationships rather than the business of the bank concerned which are the motivating factors;
- Acceptance of meals, refreshments, entertainment, accommodations or travel arrangements, all of reasonable value, in the course of a meeting or other occasion, for the purpose of which is to hold bona fide business discussions or to foster better business relations, provided that the expense would be paid for by the bank if not paid for by another party and the expense is not greater than $50.00 for managers below vice president and $300.00 for managers above vice president;
- Acceptance of loans from other banks or financial institutions on customary terms to finance proper and usual activities of bank officials such as home mortgage loans and customer credit loans, except where prohibited by law. All executive officers and directors must report annually to the Compliance Officer any borrowing from correspondent banks and other information required by Regulation O;
- Acceptance of advertising or promotional material of reasonable value, such as pens, pencils notepads, key chains, calendars and similar items;
- Acceptance of discounts or rebates on merchandise or services that do not exceed those available to other customers;
- Acceptance of gifts of $100.00 or less that are related to commonly recognized events or occasions, such as a promotion, new job, wedding, retirement, holiday or birthday; or
- Acceptance of civic, charitable, educational or religious organization awards for recognition of service and accomplishment of $100.00 or less.
On a case-by-case basis, the General Counsel may approve exceptions to this section of the policy provided that a request is made in writing to General Counsel with full written disclosures of all relevant facts and the exception is consistent with the bank bribery statue. General Counsel must notify the Board of Directors of any exceptions.
If a bank officer, employee or director is offered or receives something of value from a customer beyond what is authorized in this policy, the bank officer, employee or director must disclose that fact to the General Counsel. Nominal value is a value that would be within the ability of the Bank officer, employee or director to reciprocate on a personal basis or with legitimate claim for reimbursement under similar circumstances.
An officer, employee or director will limit investments in a Bank customer’s business to a non-controlling interest. No Bank officer, employee or director will invest in a customer’s business or enable others to do so as a result of material inside information. All investments in a Bank customer’s business must be disclosed in writing to the Board of Directors.
It is improper for a Bank officer, employee or director to subscribe to new issues of stock in a Bank customer’s business.
Safeguarding of Assets and Bank Property
It is the responsibility of all officers, employees and directors to safeguard the property and assets of the Bank. All property and assets of the Bank should be used for legitimate Bank purposes. Compliance with internal controls procedures established by the Bank for the safeguarding of assets is required.
Ensuring the Integrity of Records
All Bank officers, employees and directors are responsible for being accurate, complete and honest in Bank records and for complying with all of the internal controls and recordkeeping policies. All transactions must be reflected in an accurate and timely manner. Incorrect entries should be corrected immediately. Falsification of records, transactions and/or any activity that could result in a false entry is strictly prohibited.
It is the Bank’s record-keeping policy to ensure that we maintain records required for legal, tax and regulatory purposes and safely dispose of records as outlined in the retention schedule.
The Bank does not prohibit outside employment, however employees are expected to devote full-time attention and energy to their career with the Bank. Significant outside employment or employment in positions or establishments which may result in adverse public reaction must be avoided. The Bank’s policy requires that all employees notify their immediate manger and the Human Resources Officer prior to accepting any outside employment. Senior Managers must notify the Human Resources Officer and the Board of Directors. No outside employment of any kind will be approved which might subject the Bank to criticism or which would encroach upon working time, interfere with regular duties, or necessitate such long hours as to affect the individual’s effectiveness.
Specific types of outside employment and/or activities that raise conflict-of-interest questions include and not limited to the following:
- Employment by a company that is competitive with the Bank.
- Preparation of an audit of statements to be presented to the Bank to secure a loan.
- Rendering investment counsel based on information, reports, or analysis prepared for or by the Bank.
Personal Letters, Published Articles, Public Affairs.
When writing personal letters or articles to be published and when participating in public affairs, staff members are cautioned to avoid embarrassing situations. Personal letters should not be written on bank letterhead for obvious reasons. Endorsements, testimonials, publications and participation in public should be undertaken by staff members with caution, so they will not be misinterpreted as endorsements by the Bank.
CODE OF CONDUCT
The Bank strives to maintain a work environment that fosters the highest standards of personal and professional conduct. The Banks Code of Conduct provides guidance regarding these standards in the hope that every staff member will integrate these principles into all work related activities. Employees are expected to give a full day’s effort as demonstrated in part by punctual and regular attendance, and exercising full use of individual skills, training and abilities, including making maximum use of time, effort, and materials in the performance of work assignments.
All officers, employees and directors are required to:
- Deal honestly, fairly, and respectfully with the company, with fellow employees and directors, and with other people associated with Bank.
- Respond honestly and candidly when dealing with the Bank’s independent and internal auditors, regulators and attorneys.
- Conduct their affairs so that personal, legal and/or other problems do not interfere or reflect unfavorable upon the Bank, either expressed or implied.
Violations of Code of Conduct
Certain activities and/or policy violations may result in disciplinary action up to and including immediate termination and are not limited to the following:
- Dishonesty – including embezzlement, theft, misappropriation of Bank funds, false entries in Bank records, or the improper acceptance of money, gifts or other items of value.
- Withholding or failing to report information related to any offense, either past or potential, involving dishonesty or a breach of trust.
- Criminal or unethical conduct.
- Improper departure from authorized operating procedures.
- Theft or unauthorized use of property and/or confidential information.
- Falsifying or omitting information from time cards, employment applications, expense reports or other Bank records or reports.
- The unauthorized use or possession of alcohol or the unlawful buying, selling, distribution, use or possession of illegal or restricted drugs on Bank premises or during working time.
- Reporting to or becoming unfit for work because of the influence of alcohol or drugs.
- Acts of physical or sexual assault or any threatening or harassing behavior against others, which relates in any way to your employment with OneUnited Bank.
- Possession of firearms or other weapons on Bank premises without authorization.
- Fighting or deliberately causing personal injury or property damage and other forms of disorderly conduct, including – abusive or threatening language.
- Immoral or indecent conduct on the Banks’ premises or while conducting the Banks’ business.
- Insubordination or refusal to follow manager’s instructions.
CRIMINAL OFFENSES COMMITTED BY EMPLOYEES
In situations where employees are suspected or charged with the commission of a crime, a thorough review should by conducted to determine the course of action to be taken by the Bank.
If an employee is suspected of committing a crime against the Bank or engaging in suspicious/irregular activity, the Human Resources Officer should be contacted immediately. An investigation of the situation will be conducted prior to making any final decisions on further action to be taken. Such investigation may necessitate assistance from Audit, Legal and/or security personnel.
When an employee is charged with a crime not directed at the company, the Human Resources Officer should be contacted to determine if suspension is appropriate. In all cases, verification of the facts is of the utmost importance prior to taking any actions against employees.
EMPLOYMENT RELATED ADMINISTRATIVE CHARGES AND INVESTIGATIONS POLICY
It is the Bank’s policy to respond promptly to a charge of discrimination, legal complaint, or any other document indicating the onset of an investigation, legal action or other formal proceeding.
Upon receipt of any complaints or charges of discrimination; an Occupational Safety and Health Administration citation; a lawsuit filed in federal or state court; a letter from an attorney, the Human Resources Officer should be immediately notified.
General Counsel or the Human Resources Officer will respond to all requests for information from an attorney, investigative organization or government agency. Managers and employees should never communicate with an attorney or agency without prior consent of In-house Counsel.
When an investigator appears without prior notice, check identification and obtain name, agency connection, address and phone number. Defer further discussion and immediately contact General Counsel or the Human Resources Officer.
In the rare instance when an OSHA Inspector makes an unannounced call and requests access to perform an inspection, that request must be honored, provided proper identification is presented.
ADMINISTRATIVE SUSPENSION POLICY
An employee may be suspended pending completion of an investigation of known or suspected criminal activity or violation of Bank policy. The suspension period will vary depending upon the complexity of the investigative process. The suspension period enables the Bank to fully investigate the actual or alleged incident and to determine a future course of action. As such, an administrative suspension is not viewed as a disciplinary measure. Notwithstanding, an administrative suspension may constitute all or a part of the disciplinary action imposed following the investigation.
Managers must immediately report to the Human Resources Officer:
- Any actual or suspected criminal activity; or
- Any violation of Bank policy.
If an administrative suspension is determined as the appropriate course of action, the employee will be informed that he or she is being suspended and that discipline, up to and including termination, may result following a full investigation. If necessary, the employee should be escorted off the premises by appropriate Bank personnel.
During the suspension period, the manager, Human Resources Officer and/or General Counsel will conduct an investigation. Based upon the outcome of the investigation the employee will be reinstated, terminated, or otherwise disciplined.
While the employee will not be paid during the suspension, if the investigation determines that the employee did not violate the Bank’s Code of Ethics or Bank Policy, the employee will be reinstated and paid retroactive from when pay was discontinued.
If the investigation reveals that the employee violated a Bank policy and/or procedure, but termination is not warranted, the employee will be reinstated but may be subjected to other discipline, including but not limited to disciplinary suspension, demotion, or written warning. At its sole discretion, and if so requested by the employee, the Bank may allow the employee to be paid retroactive from when pay was discontinued by using any unused accrued paid time off (vacation or personal time).
If a decision is made to terminate the suspended employee, the Bank will follow the procedures of the Bank’s Termination Policy.
RELEASE OF INFORMATION ABOUT PRESENT OR FORMER EMPLOYEES/ EMPLOYEE REFERENCE CHECK POLICY
To ensure proper control and the confidentiality of employee information, it is the Bank’s policy to refer all inquiries regarding Bank employees to the Human Resources department. In order to safeguard against personal and corporate liability, in no situation should a manager or employee provide any information on a former or current employee.
All requests for employee information or proof of employment (i.e. verification of employment, loan applications, unemployment forms, etc.) must be date stamped and mailed immediately to the Human Resources department. If an employee receives a verbal request, he/she should ask the individual to call the Human Resources department.
All subpoenas should be directed to the Legal department.
Board of Directors
December 20, 2019