RIGGS NATIONAL CORPORATION
NON-EMPLOYEE DIRECTOR CODE OF CONDUCT
The reputation and integrity of Riggs National Corporation, its subsidiaries and its affiliates (the “Corporation”) are valuable assets that are vital to the Corporation’s success. Each director of the Corporation is responsible for conducting the Corporation’s business in a manner that demonstrates a commitment to the highest standards of integrity.
The purposes of this Code of Conduct (the “Code”) are to focus directors on areas of ethical risk relating to their role as director, provide guidance to help directors recognize and deal with ethical issues, provide mechanisms for directors to report unethical conduct and foster among directors a culture of honesty and accountability. No code of conduct can replace the thoughtful behavior of an ethical director. Accordingly, dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code, regardless of whether the Code specifically addresses such conduct.
It is the intent of this Code to apply the same high standards of integrity and ethics to directors as are applied to officers and employees. Because inside directors are subject to the Riggs National Corporation Employee Code of Conduct, this Code shall apply only to non-employee directors.
Oversight of This Code
The Corporation’s Board of Directors (the “Board”) is ultimately responsible for the implementation of this Code. The Board has designated the Nominating/Corporate Governance Committee to administer this Code. Unless determined otherwise by the Nominating/Corporate Governance Committee, the Chairman of the Nominating/Corporate Governance Committee shall be the Compliance Director (the “Compliance Director”) to assist in administration of the Code. The Compliance Director may consult with other members of the Nominating/Corporate Governance Committee, other members of the Board, and in-house or outside counsel, as appropriate. You should feel free to direct questions to the Compliance Director.
You should read this Code in conjunction with all of the Corporation’s other policy statements, including, for example, the Riggs National Corporation Insider Trading Policy. We will ask you to certify on an annual basis that you are in full compliance with this Code and, in the discretion of the Compliance Director, with related policy statements.
Directors who learn of or suspect that a violation of the Code has occurred or is likely to occur must immediately report the violation to the Compliance Director. Directors who report violations or suspected violations in good faith will not be subject to retaliation of any kind. Reported violations will be investigated and addressed promptly and will be treated confidentially to the extent possible.
Alleged violations of the Code shall be investigated as appropriate by the Compliance Director or, where appropriate, the Nominating/Corporate Governance Committee, and may result in discipline and other action in the discretion of the Board upon recommendation of the Nominating/Corporate Governance Committee, including, where appropriate, removal from the Board.
Requests for a waiver of a provision of the Code must be submitted in writing to the Compliance Director a reasonable period in advance of the proposed conduct for appropriate review. Any waiver must be approved by the Board, and, where helpful to the Board, upon prior review and recommendation of the Nominating/Corporate Governance Committee. In some circumstances, the Corporation must disclose to its shareholders a waiver and/or amendment of this Code.
The Audit Committee will be responsible for the review and approval of all “related-party transactions,” as that term refers to transactions required to be disclosed by Item 404 of Regulation S-K.
Compliance with Law and
A variety of laws applies to the Corporation and its operations, and some carry criminal penalties. These laws include, but are not limited to, federal and state laws relating to the Corporation’s business, including federal banking and occupational safety laws, and its status as a public corporation. Examples of criminal violations of the law include, among others;
The Corporation must, and will, report all suspected criminal violations to the appropriate authorities for possible prosecution, and will investigate, address and report, as appropriate, non-criminal violations.
Conflicts of Interest,
The Corporation requires you to conduct your outside associations and personal business, financial and other relationships in a manner that will avoid any actual, potential or apparent conflict of interest between yourself and the Corporation in respect of your role as a director of the Corporation. The term “outside association” refers to any affiliation, association, or interest that you have with an entity other than with the Corporation. It is impractical to conceive of and set forth rules that cover all situations in which a conflict of interest may arise in respect of your role as a director. The basic factor in all conflict of interest situations is, however, the division of loyalty or the perception of a division of loyalty, between you in performing your duties as a director of the Corporation, and your personal interests.
One example of way in which a conflict of interest may arise is if you are introduced to a business opportunity as a result your role as a director of the Corporation. Under applicable laws, such opportunities belong to the Corporation and its shareholders and may not be taken by pursued by a director personally without an appropriate waiver by the Corporation.
Acceptance of Gifts
You may not, without the Corporation’s approval, accept, either directly or indirectly, gifts or favors as a result of your role as a director of the Corporation -- other than those of nominal value -- from persons or entities with which the Corporation has or is likely to have a business relationship. Directors are encouraged to participate in social activities with those with whom the Corporation maintains business relationships. If you are invited to participate in such activities as a result of your role as a director of the Corporation, such participation in such activities will not violate this Code if they are intended to serve a specific business purpose for the Corporation, or they are otherwise reasonable and customary types of social activities in a business context.
Resolution of Conflicts
In all cases, actual, potential or apparent conflicts of interest in respect of your role as a director of the Corporation must be handled in an ethical manner; meaning they must be fully disclosed and considered prior to being resolved. The Compliance Director or, where appropriate, the Nominating/Corporate Governance Committee will handle all such questions of actual, potential or apparent conflicts of interest that involve you. Directors are encouraged to consult with the Compliance Director as soon as possible upon learning of a relationship, arrangement, or transaction that could result in a conflict of interest with the performance of your duties as a director of the Corporation. The Compliance Director and, as appropriate, the Nominating/Corporate Governance Committee, may determine, upon review of all relevant facts, that the conduct does not amount to a conflict of interest, or may provide guidance to avoid a conflict from developing, such as by your refusal from consideration and/or approval of specific matters that come before the Board, or, in the case of a potential corporate opportunity, a determination that the matter may not be pursued by the director, or a determination that the matter does not, in fact, involve a corporate opportunity.
Full, Fair, Accurate and Timely Disclosures by the Corporation to the Public
If you participate, directly or indirectly, in the preparation of the financial and other disclosures that the Corporation makes to the public, including in its filings with the SEC or by press release, you must, in addition to complying with all applicable laws, rules and regulations, follow these guidelines:
Directors should observe the confidentiality of information that they acquire by virtue of their positions at the Corporation, including information concerning customers, suppliers, competitors and other directors, except where disclosure is approved by the Corporation or otherwise legally mandated. Of special sensitivity is financial information, which under all circumstances should be considered confidential, except where its disclosure is approved by the Corporation or when it has been publicly available in a periodic or special report for at least two business days.