AnchorBanCorp Code of Conduct
Code of Business Conduct & Ethics for Anchor BanCorp Wisconsin Inc. & Subsidiaries
This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all directors, officers and employees of Anchor BanCorp Wisconsin Inc. and all of its wholly-owned financial services subsidiaries (referred to in this Code as "Anchor"). All of our employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code should also be provided to and followed by Anchor's agents and representatives, including consultants.
If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.
Those who violate the standards in this Code will be subject to disciplinary action, up to and including termination of employment. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 14 of this Code.
1. Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation on which Anchor's ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.
If requested, Anchor will hold information and training sessions to promote compliance with laws, rules and regulations, including insider-trading laws.
2. Conflicts of Interest
A "conflict of interest" exists when a person's private interest interferes in any way with the interests of Anchor. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Anchor work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in Anchor. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.
It is almost always a conflict of interest for an Anchor employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. Conflicts of interest are prohibited as a matter of Anchor policy, except under guidelines approved by the Board of Directors. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management or Anchor's Legal Department. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures described in Section 14 of this Code.
3. Insider Trading
Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about Anchor should be considered confidential information. To use non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal. In order to assist with compliance with laws against insider trading, Anchor has adopted a specific policy governing employees' trading in securities of Anchor. This policy has been distributed to every employee. If you have any questions, please consult Anchor's General Counsel.
4. Corporate Opportunities
No employee may use corporate property, information or position for improper personal gain, and no employee may compete with Anchor directly or indirectly. Employees, officers and directors owe a duty to Anchor to advance its legitimate interests when the opportunity to do so arises.
5. Competition and Fair Dealing
We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with Anchor's customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other intentional unfair-dealing practice.
The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any Anchor employee, family member of an employee or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) does not exceed $500 in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations. An officer, director, employee, agent or attorney of AnchorBank is prohibited from receiving fees, discounts or waivers from parties doing business with the Bank. Please discuss with your supervisor any gifts or proposed gifts that you are not certain are appropriate.
6. Discrimination and Harassment
The diversity of Anchor's employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.
7. Health and Safety
Anchor strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.
Anchor requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported. Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or your controller. All of Anchor's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect Anchor's transactions and must conform both to applicable legal requirements and to Anchor's system of internal controls. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable law or regulation. Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos and formal reports. Records should always be retained or destroyed according to Anchor's record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult Anchor's Legal Department.
Employees must maintain the confidentiality of confidential information entrusted to them by Anchor or its customers, except when disclosure is authorized by the Legal Department or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to Anchor or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends. In connection with this obligation, every employee should have executed a confidentiality agreement when he or she began his or her employment with Anchor.
10. Protection and Proper Use of Anchor Assets
All employees should endeavor to protect Anchor's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on Anchor's profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Anchor equipment should not be used for non-Anchor business, though incidental personal use may be permitted. The obligation of employees to protect Anchor's assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Anchor policy. It could also be illegal and result in civil or even criminal penalties.
11. Payments to Government Personnel
The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country. In addition, the U.S. government has a number of laws and regulations regarding business gratuities that may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Anchor policy but could also be a criminal offence. State and local governments, as well as foreign governments, may have similar rules. Anchor's Legal Department can provide guidance to you in this area.
12. Waivers of the Code of Business Conduct and Ethics
Any waiver of this Code for executive officers or directors may be made only by the Board or a Board committee and will be promptly disclosed as required by law or stock exchange regulation.
13. Reporting any Illegal or Unethical Behavior
Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. It is the policy of Anchor not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct. Employees must read Anchor's Employee Complaint Procedures for Accounting and Auditing Matters, which describes Anchor's procedures for the receipt, retention, and treatment of complaints received by Anchor regarding accounting, internal accounting controls or auditing matters. Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.
14. Compliance Procedures
We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:
15. Special Provisions for CEO and Senior Financial Officers
In addition to the Code of Business Conduct and Ethics, the CEO and senior financial officers are subject to the following additional specific policies:
Employee Complaint Procedures for Accounting and Auditing Matters
Any employee of Anchor BanCorp Wisconsin Inc. and all of its wholly-owned financial services subsidiaries (referred to as "Anchor") may submit a good faith complaint regarding accounting or auditing matters to the management of Anchor without fear of dismissal or retaliation of any kind. Anchor is committed to achieving compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices. Anchor's Audit Committee will oversee treatment of employee concerns in this area.
In order to facilitate the reporting of employee complaints, Anchor's Audit Committee has established the following procedures for (1) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters ("Accounting Matters") and (2) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
Receipt of Employee Complaints
Employees with concerns regarding Accounting Matters may report their concerns to the Internal Audit Department of AnchorBank, fsb.
Employees may forward complaints on a confidential or anonymous basis to the Internal Audit Department of AnchorBank, fsb, through e-mail or regular mail:
Tom Dawe, 1st Vice
President-Internal Audit AnchorBank, fsb firstname.lastname@example.org
25 West Main Street
Madison, WI 53703
Scope of Matters Covered by These Procedures
These procedures relate to employee complaints relating to any questionable accounting or auditing matters, including, without limitation, the following
Treatment of Complaints
Upon receipt of a complaint, the 1st Vice President-Internal Audit will (i) determine whether the complaint actually pertains to Accounting Matters and (ii) when possible, acknowledge receipt of the complaint to the sender.
Complaints relating to Accounting Matters will be reviewed under Audit Committee direction and oversight by Internal Audit or such other persons as the Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review.
Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee.
Anchor will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of complaints regarding Accounting Matters or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002.
Reporting and Retention of Complaints and Investigations
Internal Audit will maintain a log of all complaints, tracking their receipt, investigation and resolution and shall prepare a periodic summary report thereof for the Audit Committee. Copies of complaints and such log will be maintained in accordance with Anchor's document retention policy.