Charter One Financial, Inc.
2003 Code of Ethics : CF
Code of Business Conduct and Ethics
Section 1 - Overview
1.1 Purpose of the Code
This Code of Business Conduct and Ethics ("Code") is intended to deter wrongdoing and promote:
1.2 Application of the Code
The Code applies to all Charter One Financial (the "Company") directors (where applicable), officers and employees, including subsidiary and affiliate employees. The Code applies to all employee decisions and activities within the scope of employment, or when representing the Company in any capacity. A copy of the Code will be included in the orientation package provided to new employees. Following review of the Code, new employees will be asked to sign a written confirmation that they have reviewed the Code in its entirety, and agree to adhere to its provisions. Existing employees will be asked to review the Code each time it is revised, and will periodically receive training on the Code from the Corporate Training Department. All Company managers should be familiar with the requirements of the Code, and should encourage employees to apply the Code to their daily activities and decisions, and to seek guidance from the appropriate individuals when additional information or explanation is needed. Each executive officer and director shall affirm annually to the entire board of directors that the executive officer or director has complied with the Code, and that they do not know of any unreported violations of the Code.
Copies of the Code may be obtained from several sources, including the Human Resources Department, the Legal Department, the Compliance Department and our Company Intranet ("COBI"). The Code will also be incorporated into the Employee Handbook.
1.3 Obtaining Guidance
If you need additional explanation regarding a particular provision of the Code, or if you need guidance in a specific situation, please contact your immediate supervisor. If you are uncomfortable speaking to your immediate supervisor, or if you require additional guidance after having consulted with your supervisor, you are encouraged to contact any of the following individuals:
Chief Ethics Officer/Chief Compliance Officer
(216) 830 -2312
Chief Corporate Counsel
Manager, Corporate Human Resources
Additionally, you may contact the Legal Department for guidance on legal and regulatory matters, and you may contact any manager or employee relations representative in the Human Resources Department for guidance on any sensitive personal matter, such as possible discrimination or harassment.
1.4 Reporting Violations of the Code
Acting with the highest standard of ethics and integrity is critical to the success of our Company, and must be reflected in our daily decisions and actions. It is the duty and responsibility of each employee to understand and adhere to the principles provided in the Code so that potential issues may be effectively and efficiently resolved and the valuable reputation of the Company preserved. Any known or suspected violation of the Code must be promptly reported. This includes violations or possible violations involving you, another employee, including managers, or an agent acting on behalf of the Company. Any violation of law, rule or regulation applicable to the Company and/or corporate policy is also a violation of this Code. Violations of the Code may result in disciplinary action including, in severe situations, immediate termination of employment.
If you know of or suspect a violation of the Code, including actions or failures to act, immediately report the matter to your manager, the compliance designee of your business unit, or any of the persons listed in Section 1.3. Concerns or complaints regarding accounting, internal accounting controls or auditing matters that arise in the ordinary course of business and that cannot be resolved with your immediate supervisor should be directed to the Chief Ethics Officer/Chief Compliance Officer at the number and e-mail address in Section 1.3. If you are not comfortable reporting a known or suspected violation in person, you may contact the Corporate Code of Business Conduct and Ethics Hotline at (800) 757-4096 to leave a confidential message.
In addition, concerns regarding questionable accounting, internal accounting controls or auditing matters may be made directly to the Chairman of the Audit Committee by calling 1-313-465-7548.
All concerns or complaints will be promptly investigated and appropriate action taken. No person expressing concerns or complaints will be subject to any disciplinary or other adverse action by the Company absent a knowingly false report. All concerns or complaints may be made anonymously and will remain confidential. Please provide sufficient information to allow parties to properly investigate your concerns or complaints. The Company will retain a record of all concerns and complaints, and the results of its investigations, for five years.
Section 2 - Confidentiality of Information
Every employee has a strict responsibility to safeguard all confidential Company information entrusted to (or known by) him or her. Each employee must respect and maintain confidentiality regarding the transactions and affairs of the Company.
Financial information about the Company is not to be given to persons outside the Company unless it has been reported to the shareholders or has otherwise been made available to the public. Exceptions to this general policy include disclosure to attorneys, accountants and other professionals working on behalf of the Company, as well as regulatory examiners. Any and all subpoenas of or for information received by an employee of the Company shall be forwarded to the Legal Department for review and response.
All employees must also comply with the provisions of the Company's Insider Trading Policy, which details the responsibilities of all employees of the Company arising from the Company's status as a public company under the federal securities laws. Employees possessing information that could influence decisions regarding the purchase or sale of Company stock must take precautions to ensure that this information is not inappropriately shared with others, including other employees. Employees with material nonpublic information cannot buy or sell Company stock. For a more detailed explanation of your obligations, please refer to the Company's Insider Trading Policy.
This section also applies to information inadvertently received by employees, including e-mails, facsimile transmissions, all types of mail, including inter-office mail, and all other forms of written, verbal or electronic communications.
2.2 Examples of Confidential Information
2.3 Examples of Material Inside Information
Generally, material inside information is defined as any information that is confidential in nature, and that a reasonable investor would likely consider important in deciding whether to buy, sell, or hold the Company's stock. The following types of information, if not generally known or publicly announced, should be considered material inside information and treated according to the provisions of this Code and the Company's Insider Trading Policy:
Section 3 - Conflicts of Interest
Our ability to act fairly and with integrity is critical in maintaining the trust we have established with our customers, our shareholders, our suppliers and vendors, our regulators and the communities we serve. Everyone must avoid any action or situation that conflicts with the interests of the Company or its customers, or which gives the appearance of a conflict. The appearance of a conflict can at times be as damaging as an actual conflict, and can diminish the valuable relationships we have developed with others. We should consistently conduct ourselves in the best interests of the Company, its customers, shareholders and employees, and should avoid situations which have the potential to impair or affect independence and objective judgment. Any potential conflict of interest must be approved in advance by the Company's Chief Ethics Officer listed in Section 1.3. If it involves an officer, it must also be approved by the Company's Chief Corporate Counsel listed in Section 1.3. If it involves a director or executive officer, the matter must be approved in advance by the board of directors.
3.2 Personal or Related Business Opportunities
Directors and employees must avoid conflicts involving business opportunities which may arise as a result of their service or employment with the Company. These conflicts not only damage the Company's reputation but also may constitute criminal violations of federal law. The following are brief guidelines regarding improper business opportunities or relationships which
must be reported. These guidelines are not intended to be the only business situations that may involve a conflict of interest.
Employees and directors must disclose to the Chief Ethics Officer if a relative or business associate of the employee or the director provides or is seeking to provide goods or services to the Company.
3.3 Employment Outside of the Company
Outside employment may compromise an employee's judgment or impede the employee's ability to act in the Company's best interests. Accordingly, full-time employees may not work full-time for another employer. A part-time employee may work for another employer, and a full-time employee may work part-time for another employer with the written approval of his/her current supervisor or Division President, provided that such employment does not place the employee in a position of competition with the Company, whether direct or indirect.
3.4 Preferential Treatment in Providing Services
Every customer and employee is entitled to respect, courtesy and equality. Employees must provide the highest level of professionalism and service on a consistent and equal basis. The following are guidelines on how to avoid preferential treatment of certain individuals or businesses.
3.5 Gifts To and From Directors and Employees
Directors and employees are discouraged from accepting gifts of any kind in their capacity as a representative or an employee of the Company. Soliciting or accepting anything of value in connection with a business transaction may be a violation of federal law, with penalties including both monetary fines and imprisonment. A director or employee, however, is permitted to accept gifts of nominal value, except if the gift would affect, or may be perceived to affect, the judgment or objectivity of that individual or where there is an intention to influence or reward any business decision or transaction, whether before or after the decision or transaction is discussed or consummated.
Gifts exceeding $100.00 in value must be reported to the Chief Ethics Officer within ten (10) days of receipt.
The Bank Bribery Act recognizes certain exceptions to the prohibition on accepting of gifts, which are listed below and which would not violate this Code:
3.6 Gifts to Government Officials.
Various laws and regulations impose certain restrictions on giving anything of value (including office space, meals, transportation, etc.) to elected and appointed officials, including employees of the Company's regulatory agencies. Registered lobbyists are subject to additional restrictions. Employees should consult the Legal or Compliance Department before entertaining or providing goods or services to these individuals.
3.7 Acting as a Fiduciary or Receiving a Bequest
Employees may act in a fiduciary capacity (e.g. executor, trustee or personal representative) unless it would create a conflict of interest, or create the appearance of a conflict of interest, with the employee's responsibilities with the Company.
Employees or members of employees' immediate family may accept a bequest under a will or trust agreement of a customer or supplier of the Company, provided that written approval by the Legal Department has been granted in advance of acceptance of the bequest. If advance written approval has not been granted, the bequest must be declined. Approval is not required if the bequest is granted by a spouse, domestic partner or person related to the employee by blood, adoption or marriage.
3.8 Other Potential Conflicts of Interest
No statement of policy can address all situations which may present a conflict of interest for employees. The Company must rely on the character, integrity and judgment of its employees to avoid those situations which may create a conflict of interest, or the appearance of a conflict. In situations not specifically addressed in this Code, or in instances in which employees need additional guidance or explanation regarding a particular situation, employees are encouraged to consult their immediate supervisor, or to contact one of the individuals referenced in Section 1.3 of this Code.
Section 4 - Use of Company Property and Company Time
In order to maintain our efficient operation, all Company property should be closely protected and used primarily for business-related purposes. This limitation includes, but is not limited to, the following:
All employees must also comply with the provisions of the Company's Electronic Business Systems Use Policy, which details the responsibilities of all employees of the Company regarding electronic communications.
4.2 Use of Intellectual Property
Any and all innovations created by a Company employee in his/her capacity as an employee become the exclusive property of the Company, and cannot be used for any other purpose without the express prior written consent of the Company. These innovations are generally considered "intellectual property," which belong exclusively to the Company, and include, but are not limited to, the following examples:
4.3 Removal of Company Property
The improper removal of Company property from the premises is prohibited. This includes unauthorized disclosure or transmittal of Company information or Company records or materials to outside parties.
Upon termination of employment with the Company, employees are required to return all Company property to the Company. This includes intellectual property, described in Section 4.2 above, all hard copy and computer stored information, data and documentation, whether originals or copies, customer lists and databases, computer hardware and software, statistical or other scientific analysis, product pricing information, including formulas and models, financial data and analysis, cellular telephones and pagers, corporate credit cards and telephone access cards, facilities access cards and keys, and any other Company information or property obtained or acquired during an employee's tenure with the Company. To the extent permitted by applicable law, the Company reserves the right to withhold compensation or other payments from employees until all property has been returned.
4.4 Use of Company Time
During working hours and during any period of time that an employee is utilizing Company facilities or equipment, employees should devote substantially all of the employee's time to his/her employment duties.
4.5 Rebates or Refunds to Company
Payments to or by employees in the nature of a bribe or kickback are strictly prohibited. Any rebate, refund or any form of compensation not specifically provided by or authorized by the Company, received either directly or through a third party and paid either to or by employees are prohibited. Company policy permits employees to retain miles or points earned from airlines, hotels, car rental agencies, etc., for personal use, miles or points are excluded from the requirements of this provision.
4.6 Accounting Practices
All employees are expected to observe and comply with generally accepted accounting principles, the system of internal controls and disclosure controls and procedures established by the Company and provisions of the Foreign Corrupt Practices Act requiring that corporate books and records accurately and fairly reflect in reasonable detail the financial condition and results of operations of the Company. Company policies are intended to promote full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to the SEC and in the Company's public statements. In furtherance of these requirements, employees must practice the following:
Section 5 - Political, Governmental and Non-Profit Contributions and Activities
Employees are encouraged to actively participate in our government and political processes. However, participation must be in the employee's individual capacity and not as a representative of the Company. Only lobbyists, employees and agents of the Company who have been formally engaged to act on behalf of the Company may participate in political activities in that capacity.
No employee may make a contribution on behalf of the Company, or offer the use of Company facilities, equipment or personnel in connection with any political party, candidate or election, whether partisan or non-partisan. The Company supports programs such as Charter One Bank Political Action Committee which accepts voluntary employee contributions and disburses funds to candidates who advocate and support the maintenance of a strong, competitive and profitable financial industry.
5.2 Holding Public Office
Generally, state and local governments have specific rules governing the employment of individuals seeking or holding public office. Employees may be permitted to serve in either an elected or appointed capacity for a political or governmental office so long as those duties do not conflict with the employee's duties and responsibilities with the Company. Employees who wish to run for an elected political office or be appointed to a government position must obtain approval of the Company. If approval is granted, the following guidelines will apply:
appearance of sponsorship or endorsement by the Company, including using the Company's names, trademarks or servicemarks in advertising or campaign materials, or in any other form of communication or correspondence.
5.3 Participation in Non-Profit Organizations
Employees are encouraged to actively participate in non-profit organizations which support the communities and customers served by the Company. The Company provides many opportunities for its employees to participate in non-profit services and events, and also encourages employees to participate in activities beyond those sponsored or promoted by the Company.
In instances in which an individual participates in non-profit activities or services in their capacity as an employee of the Company, employees must do so with the same level of ethics, professionalism and integrity exercised in the workplace. This includes a duty to avoid situations which may present a conflict of interest or the appearance of a conflict. Employees must not represent that they are making decisions on behalf of the Company. Any pledge or gesture of the Company's support or participation in a non-profit organization must receive advance approval from the Cindy Schulze, Senior Vice President, Marketing at (216) 298-7155 or by e-mail at email@example.com
Section 6 - Personal Conduct
Employees are the Company's most valuable asset, and the proper conduct of employees is essential to the success of the Company. It is imperative that all employees conduct their daily activities, transactions and interactions with customers, fellow employees, our regulators and others with the highest standard of integrity and professionalism. Employees should act in a courteous and considerate manner at all times, and should be respectful of the rights of others. Employees are expected to refrain from any dishonest or inappropriate act in connection with their employment. The Company, at its discretion, is the sole determiner of what types of conduct are improper, and what, if any, action will be taken in instances in which employees exhibit improper or inappropriate behavior. Inappropriate behavior includes any activity through which an employee reduces or destroys his or her effectiveness, the effectiveness of a fellow employee, or the ability of the Company to serve its customers.
Employees are required to maintain eligibility for coverage under the Company's fidelity bond under federal law and as a condition of employment. Employees are also expected to exhibit appropriate behavior outside of the workplace, as improper behavior beyond the confines of one's employment may also reflect negatively on the Company.
6.2 Corporate Policies
All directors and employees are required to comply with the requirements of all policies of the Company. Directors and employees must also comply with the procedures implementing and effectuating the provisions of these policies.
This section applies to all Company policies, including, but not limited to, human resource policies, legal and compliance policies, privacy and security policies, corporate governance guidelines, as well as this Code. Failure to comply with Company policies and procedures, (including this Code) may result in disciplinary action including, in severe situations, immediate termination of employment.
Section 7 - Administration and Waivers
This Code will be administered and monitored by the Company's Compliance Department. General questions and requests for additional information on this Code should be directed to this department at the telephone number and e-mail address in Section 1.3.
7.2 Waivers and Amendments
Any requests for waivers of the Code for employees who are not executive officers must be directed through your supervisor to the Chief Ethics Officer/Chief Compliance Officer. Requests for waivers for directors and executive officers must be directed to the Board of Directors through the Corporate Secretary. Only the Board of Directors may waive the applicability of the Code for a director or executive officer. Any waiver granted to directors or executive officers, including the principal executive officer and the principal accounting officer, and the reasons for granting the waiver, and any change in the Code applicable to directors and executive officers, including the principal executive officer and the principal accounting officer, must be promptly disclosed to the public as required by law or the New York Stock Exchange.
Any amendments to the Code must be approved by the board of directors of the Company.