The Board of Directors adopted a Code of Business Conduct and Ethics for our officers (including its senior financial officers), directors, and employees. The Code of Business Conduct and Ethics requires our officers, directors, and employees to maintain the highest standards of professional conduct. A copy of the Code of Business Conduct and Ethics was filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2004.
Officer and Director Code of Ethics
Dated: June 19, 2003
including its affiliates (“Banner”), pledges its commitment to the highest
ethical standards, sound business practices and the public interest that strong
corporate governance requires. Communities, shareholders, and customers that
Banner serves should expect that each Banner officer and director is an
individual of integrity.
Banner's Code of Ethics (the “Code”) is intended inspire every officer and director to do the right thing by (a) requiring continuing oversight and training for each officer and director to enhance awareness of ethical standards and (b) seeking the commitment of every officer and director to act with integrity in every situation. Ethics and integrity require the firm commitment of the organization, but these are ultimately a matter of personal responsibility.
Every Banner officer and director is expected to conduct him/herself in a respectful, honest and ethical manner in every situation, both personally and professionally. The actions of Banner personnel should:
be ethical and honest in addition to being legal; and
be defensible before supervisors; fellow employees, other officers and directors; Banner's shareholders; customers, competitors, business colleagues; and the general public
This Code is intended to be illustrative of the type of behavior expected of Banner's officers and directors in all circumstances. It is illustrative of many situations and circumstances in which the appropriate, ethical behavior is expected. However, specific situations not addressed here are, nonetheless, explicitly covered by the precepts of the Code. The Code mandates a commitment to the highest standards of personal integrity, social responsibility and ethical conduct by Banner, its officers and directors. In particular, the Code demands the following:
Page 1 of 5
1. Honest and Ethical Conduct. Each Banner officer and director is required:
·to learn and to abide by all of the rules and expectations applicable to
his or her respective position;
·to seek the necessary information and guidance to interpret and apply those rules and expectations;
·to obtain continuing ethics training, taking into account the long-term interest of Banner, its communities, shareholders and customers; and
·to accept personal responsibility for the reasonably foreseeable consequences of his or her actions.
2. Legal and Regulatory
Compliance. The financial services industry is highly regulated and Banner
is governed by state and federal statutes and by rules promulgated by the
Securities and Exchange Commission (SEC), the Federal Deposit Insurance
Corporation (FDIC), the Federal Reserve System, and the Washington State
Department of Financial Institutions (DFI), among others. Banner officers
and directors are required to familiarize themselves with and comply scrupulously
with all applicable laws, rules and regulations.
3. Avoidance of Conflicts of Interest. Banner officers and directors owe a duty of loyalty to the company. Banner officers and directors should avoid any action that may involve, or may appear to involve, a conflict of interest with the company. Where a Banner officer or director finds that any financial or business relationship with customers, consultants, or vendors may impair, or appear to impair, the independence of business judgment on behalf of the company, that person must:
·disclose fully to a supervisor, the CEO or to the Board of Directors the
existence and nature of the conflict;
·remove and insulate him/herself from all decision-making and action related to that financial or business activity of Banner. Private business interests of an officer or director must never interfere with his or her obligations to Banner. All officers and directors must be familiar with and abide by internal conflict of interest policies and procedures; and
Page 2 of 5
·assure that the officer or director's actions to avoid the conflicted activity is documented adequately and completely.
4. Insider Trading.
Officers and directors of Banner are prohibited from trading in the
bank's securities while in possession of material non-public information.
Federal law as well as company policy prohibit insider trading, directly or
indirectly through family or related entities. Banner Corporation is required
by the Code to provide each officer and director with a written policy
regarding Insider Trading. All the Banner Community must be familiar with and
abide by the laws, regulations and internal policies related to insider
5. Disclosure in Public Communications. All Banner officers and directors, but in particular its senior financial officers and chief executive officer, must provide full, fair, accurate, timely and understandable disclosure reports to the SEC, FDIC, the Fed, DFI and other regulatory bodies as may be required. All public communications authorized by Banner will be accurate and fair and will comply with internal policies and procedures regarding authorized communications.
6. Integrity of Corporate and Business Records. Banner officers and directors, and in particular its senior financial officers, must maintain books and records with scrupulous integrity in an accurate and timely manner. Full cooperation with internal and external audit procedures is required of every officer and director. All records must be maintained, stored and destroyed only in strict accord with internal guidelines; during the pendency of any investigation into wrongdoing, no records may be destroyed without the specific, written approval of the Board of Directors or such outside legal or other counsel as may be designated for that purpose.
7. Confidentiality/Privacy. Officers and directors must respect Banner's obligation to protect the confidentiality and privacy of its customer information. Similarly, they should respect the privacy of their fellow employees, officers and directors. No Banner officer or director shall divulge confidential information acquired in the performance of his/her duties, nor use such information for personal profit.
Page 3 of 5
8. Employee Relations.
Banner officers and directors are expected to treat one another with respect
and to make a commitment to equal treatment throughout the organization. Banner
will encourage personnel to voice opinions freely with regard to policies and
procedures; will provide a safe, healthy and orderly workplace, will encourage
promotion from within; and will provide uniformly fair compensation and
benefit practices in order to attract, reward and retain the most qualified
9. Competition. Banner believes that fair and vigorous competition is healthy for the company, the economy and the public at large. Banner will not seek to obtain a competitive advantage in its marketplace by any means other than competing fairly and in an ethical manner.
10. Customer Relations. Banner values its customer relationships and pledges to treat each customer with respect and dignity.
11. Community Action. Banner is committed to active participation in the communities its serves, through corporate initiatives as well as through the involvement of its officers and directors.
12. Gifts and Entertainment. Banner officers and directors may not seek or accept gifts, gratuities, favors or loans, other than in the ordinary course of business, from any person or organization that does or is seeking to do business with the bank if it reasonably could be inferred that the gift, gratuity, favor or loan could influence in any material manner the decisions, actions or commitments made to any such customer or potential customer of the Bank.
13. Accountability. Banner officers and directors are expected to comply with all of the principles of the Code in the same manner as they would meet any other criterion of employment established by the Corporation. Violations of the Code of Ethics will result in an appropriate disciplinary action, which action could include termination of employment.
14. Reporting Violations. Banner officers and directors are required to report promptly violations of the Code of Ethics to a supervisor, the company CEO or designated Ethics
Page 4 of 5
Officer, or to any uninvolved member of the
Board of Directors. Violations that involve corruption, fraud or theft
also should be reported to the internal audit department or the Audit Committee
of the Board of Directors. Customers, shareholders, and the public may report
violations of the Code to the Board of Directors. Retaliation against any
employee, officer or director who reports a violation or provides information
about a violation of policy is forbidden. At all times, the name of the Ethics
Officer and the means for contacting that person will be made available to
each officer and director of the Corporation.
15. Availability of Relevant Internal Policies. Relevant internal policies referenced in the Code of Ethics will be available at all times for review by an officer, director or current employee of the Corporation upon request made directly to the director, Human Resources, or according to the then current procedure as published from time to time by the Corporation.
AND OFFICER ACKNOWLEDGEMENT
I have received and read the Directors and Officers Code of Ethics (the
“Code”) and agree to abide by the Code's terms and conditions.
Name______________________________________ Date: ____________________
Page 5 of 5