RIVERVIEW BANCORP, INC.
CODE OF CONDUCT, CONFLICT OF INTEREST AND WHISTLEBLOWER POLICY
GENERAL POLICY STATEMENT/INTRODUCTION
The success and reputation of Riverview Bancorp, Inc. (“the Company”) and its subsidiaries will be determined, in no small part, on the standard of personal and professional integrity with which its employees, officers, and directors conduct themselves. In pursuit of the Company’s goals, each employee, officer and director is expected to adhere to business procedures and practices that are in accordance with the letter and spirit of applicable federal and state banking laws and regulations, and is expected to conduct themselves on the basis of moral and ethical principles reflecting the highest standards of business and individual behavior.
The Board of Directors has adopted this Code of Conduct to assist our employees in understanding the principles of conduct to which they must adhere in order to fulfill the legal, moral and ethical obligations each assumes as an employee. It serves both as a method to review and reaffirm the high standards of conduct that are associated with ethical business practices and as a corporate-wide statement of the Company’s commitment to these standards. The Company may take action against employees who violate the Code of Conduct, up to and including termination of employment. Where appropriate, the Company may also seek monetary damages and/or a court order prohibiting the employee from continuing to violate the Code of Conduct.
Individual employee standards produce company standards. Therefore, employees may periodically be requested to affirm in writing that they adhere to this Code of Conduct. This Code of Conduct covers the Company and its affiliates. Any violation of this Code of Conduct by any employee, as defined, may result in disciplinary action, up to and including discharge.
Employee – Except where otherwise specifically indicated, the term “Employee” includes all directors, officers, and employees of the Company and its affiliates and subsidiaries.
Director – The term “Director” means a member of the Company’s Board of Directors.
Family Members – The term “Family Members” means spouse, child, parent, grandparent, sibling, parent-in-law, other family members, or any other individuals with whom you have an especially close or romantic relationship.
Affiliate – a company that the Company owns or controls, or that owns or controls the Company, or that is owned or controlled by the same company that owns or controls the Company. Ownership does not mean complete ownerships, but means having a controlling interest.
Review Procedure – The means by which approval for a particular course of action may be requested by an employee. Employees shall seek a review by the senior management officer in the employee’s department or group, usually a senior vice president or an executive vice president. Senior vice presidents and above should seek review from their immediate supervisors. Requests and the reviewers’ responses must be in writing and shall be retained in employee personnel folders. Directors and the Chief Executive Officer shall seek review by the Executive Committee.
As a written code cannot answer all questions raised in the context of business, personal and professional relationships, each employee shall accept his or her primary responsibility to recognize and respond to specific situations as they arise. Questions and concerns about doubtful situations, potential misconduct, conflicts of interest, standards and integrity of performance should be addressed as follows:
- By Employees: To Riverview Bank’s Director of Human Resources.
- By Directors: To the Company’s Executive Committee.
This policy will be reviewed and approved annually by the Board of Directors.
- Caution and discretion are required in the discussion, use, and sharing of information within the Company. Such matters should not be discussed among employees unless there is a valid business reason (i.e.. a “need to know”) for doing so.
- Requests for information regarding current or former employees should be referred to Riverview Bank’s Director of Human Resources.
- The disclosure of information concerning an applicant or customer is permitted when it complies with applicable federal or state laws. For example, the Company has adopted specific guidelines and/or policies which govern the exchange of credit information with third parties.
- Inquiries for confidential information by tax authorities, law enforcement agencies, attorneys, or private parties involved in litigation shall not be divulged unless the Company has received either written consent of the individual, or an appropriate court order or subpoena, and release has been authorized under normal operational procedures.
- Employees should avoid any discussion of confidential information or customer relationships in public places.
- Directors should act in good faith in matters involving a customer or prospect of the Company when that customer or prospect is a competitor, customer, or supplier of the Director. In such instances, the Director should use proper judgment when participating in any matters or discussions involving such accounts, and in all cases should abstain on any matters during discussion or pertaining to a vote involving such accounts.
B. The Company’s Confidential Information
The Company provides its employees with access to its physical resources and proprietary information and with knowledge and experience in the technologies developed or used by the Company. Employees are responsible for the proper use of the Company’s physical resources and proprietary information and for taking appropriate steps to assure the security of such resources and information. Accordingly, employees may not disseminate, sell or otherwise use the Company’s physical resources or proprietary information for their personal benefit or for the benefit of a third party. This restriction continues to apply after employment terminates, regardless of the reason for termination, and shall last forever or until such time as the confidential information has become public knowledge other than as a result of the employee’s breach of confidentiality. The proper use of the Company’s resources includes uses only for those activities that are directly related to its business or that have been approved in advance by management.
Financial information about the Company is not to be discussed with or released to any person or entity unless it has been published in reports to our shareholders or otherwise made generally available to the public in the ordinary course of business as so determined by the Board of Directors, Chief Executive Officer, Chief Banking Officer, Chief Lending Officer, Chief Financial Officer, or Chief Credit Officer.
Employees are strongly advised to refer all inquiries from the media to the attention of the Chief Executive Officer. Employees should obtain prior approval before discussing the Company’s policies, procedures or affairs with an outside party. This policy ensures that the message being conveyed to the media and other groups is consistent throughout the Company. Employees must be aware that any product, program or print media developed or produced by the Company’s employees during work time, by using the Company’s facilities or as a result of performing their responsibilities, is the property of the Company.
All confidential information and other documentation related to the business of the Company or the business of the Company’s customers or third parties is the sole and exclusive property of the Company or, in an appropriate case, the exclusive property of the Company’s customers or third parties. Employees should take appropriate steps to protect all the Company’s proprietary interests, both while employed by the Company and after leaving its employ. Copying any records for any purpose other than a necessary job-related activity is strictly prohibited. No records, information or copies thereof, including digital and electronically stored records and information, may be retained by an employee following termination of employment. Upon Company’s request at any time, employees must return to Company all originals and copies of confidential and proprietary information. Upon request, an employee leaving the Company may obtain a copy of his/her personnel file from the Human Resources Department of Riverview Bank.
C. Third-Party Proprietary Information
Employees are responsible for using the patented, copyrighted, or other proprietary material or information of a third party in compliance with applicable provisions of any contract between the Company and the third party.
The Company, as well as individual employees, may be held liable for both civil damages and criminal penalties for copyright, trademark, or patent infringement and for any other illegal or improper use of another’s property. Employees must also be aware that other uses of third party materials or information, such as the duplication of computer software and the downloading of data from information retrieval services (data bases), may also require the holder’s/owner’s permission. Employees are encouraged to consult their immediate supervisor or the Compliance Officer regarding the photocopying, duplication, reproduction, data downloading, or other use of proprietary material or information owned by a third party.
D. Defend Trade Secrets Act
The Defend Trade Secrets Act provides civil and criminal immunity for any disclosure of trade secrets and confidential information to an employee’s attorney, the government, or in a court filing under seal, so long as the purpose of disclosure is for reporting or investigating a suspected violation of the law. If an employee files a retaliation lawsuit by virtue of reporting suspected violation of the law, the employee may use trade secrets and confidential information in the anti-retaliation lawsuit.
CONFLICTS OF INTEREST
A possible conflict of interest exists whenever an employee has an interest in any entity or matter that may influence a decision or cloud the individual’s judgment in the discharge of his or her responsibilities. All individuals should conduct their business, personal and professional affairs to avoid conflict of interest situations. As a result, joint business ventures amongst Officers and Directors are discouraged because the venture may imply company sponsorship. In case of doubt, it is the individual’s obligation to secure clarification by means of the Review Procedure, as defined in the Definitions section.
It is the responsibility of every employee to avoid any situation in which he or she, or a family member, might profit personally (directly or indirectly), or give the appearance of profiting personally, from the Company’s facilities or from relationships with its customers.
Should a situation arise where an employee of the Company becomes aware of irregularities, or non-compliance with provisions of the Code of Ethics, on the part of another employee, confidential disclosure of such should be directed to the CEO or to Riverview Bank’s Director of Human Resources.
See Appendix A for OCC Regulation 163.200 “Conflicts of Interest”.
HANDLING PERSONAL TRANSACTIONS
Transactions, including maintenance updates, involving an employee’s own accounts or the accounts of Family Members or any other relative should be referred to another employee or the manager to process. An employee may not make decisions, approve transactions, or direct others to approve transactions on such accounts in any manner that would inappropriately influence the results of those transactions.
COMPENSATION AND GIFTS
A. Compensation and Gifts
The Federal Bank Bribery statute prohibits any Banker from corruptly offering or receiving anything of value, where the item of value is offered with the intent of influencing the Banker or a business transaction. This law is broad and carries severe criminal penalties, including fines or imprisonment.
No employee shall solicit or receive anything of value (be it money, goods, or services) in any amount, as a quid pro quo (something received or given as a personal reward for preferential action or service by a Banker) or as a “gratuity,” in connection with the business of the Company. This includes, for example, compensation of any kind from any source for rendering services of a type which might properly be performed by the Company as one of its regular services. An employee may not do indirectly what he or she is prohibited from doing directly; e.g. arrange to have a prohibited gift made to a member of his or her family. Any gift of a beneficial interest or legacy under wills or trusts of customers of the Company, other than a relative, must be reported to the Human Resource Director at such time as the employee or employee’s spouse learns of such designation. Similarly, an employee should avoid giving gifts, meals, or entertainment intended to influence unfairly, or that might give the appearance of unfairly influencing, a business decision or violate RESPA. An employee should never give any gift, meal or entertainment, which is unreasonable or extravagant.
Permissible Gifts to Employees
Employees may accept gifts from outside sources only if:
- the gift is not a quid pro quo;
- is not intended to influence any decision by the employee;
- is unsolicited;
- is infrequent; and
- reasonable in value.
Under no circumstances shall money be accepted, even within the above guidelines.
Examples of gifts which are likely to meet the above conditions and would therefore be permissible are advertising or promotional materials, such as pens, pencils, note pads, key chains, calendars and similar items; discounts or rebates on merchandise or services that do not exceed those available to other customers; gifts that are related to commonly-recognized events or occasions, such as a promotion, new job, wedding, retirement, Christmas, Bar or Bat Mitzvah; and civic, charitable, educational, or religious organizational awards for recognition of service and accomplishment. Generally, there is no threat of a violation of the Bank Bribery statute if acceptance of a gift or benefit is based on an obvious family or personal relationship (such as those with the parents, children or spouse of an employee) existing independent of any business of the Company, or if the gift or benefit is available to the general public under the same conditions on which it is available to a Banker. If an employee is offered or receives something of value which he or she believes may be impermissible under this Code, he or she shall disclose the matter by means of the Review Procedure. The reviewer, in turn, shall render a determination in writing that the item of value should be accepted or returned, giving due consideration to such issues as whether the item is reasonable in value and whether receipt poses a threat to the integrity of the Company. Such disclosures and resulting determinations shall be retained in the employee’s personnel file.
B. Business Meals, Refreshments, Travel, Accommodations and Entertainment
Payments for meals, refreshments, travel, accommodations or entertainment by an outside source are permitted, if they (a) are reasonable in amount, (b) are expended in the course of a meeting or other occasion the purpose of which is to hold a bona fide business discussion or to foster better business relations, (c) are unsolicited, and (d) the expense would be paid for by the Company as a business expense if not paid for by the outside source. Permissible items could include business luncheons or dinners, golf or tennis outings, cab fare, attending a customer’s annual Christmas party, entertainment, and travel arrangements and accommodations if reasonable in value.
Payment by an outside source for business meals, refreshments, travel, accommodations, and entertainment which is extravagant, a quid pro quo, or confers a benefit on the employee or his or her spouse rather than the Company is impermissible. For example, use of a customer’s Florida condominium for a weekend would not be permitted.
If an employee is offered payments for business meals, refreshments, travel, accommodations or entertainment which he/she believes may be impermissible under the Code of Conduct, the individual shall disclose the matter by means of the Review Procedure. The reviewer shall render a determination in writing if payment for such service should be accepted, giving due consideration to the bona fides of the business purpose involved and the reasonableness of the value of such service under the circumstances.
SERVING AS A FIDUCIARY
Note: This section does not apply to directors.
No officer or employee shall act solely or in conjunction with anyone else in a fiduciary capacity except:
- for members of his/her immediate family, or
- with the prior approval of senior management.
When serving as such, it should be stated clearly that the employee or officer is acting as an individual without implying or imputing that they are representing the Company, or acting in any company-related capacity. Any employee involved in a fiduciary relationship may be required to obtain evidence that they are acting for themselves and not as representatives of the Company or its affiliates. Additionally, employees acting in a fiduciary capacity for a profit organization must obtain a fidelity bond. Note: This section is not intended to preclude employees from serving as an officer in a professional or organization (see Outside Activities below).
An employee may not borrow from, or lend personal funds to, customers or suppliers. Although employees may borrow from banks or other lending institutions on customary terms, designated Executive Officers and Directors of the Company are subject to the limitations of Regulation O of the Federal Reserve Board. Additional requirements regarding compliance with Regulation O are outlined in the Regulation O Policy.
Personal Investments - Prohibitions on Insider Trading
Personal investments in any customer or supplier of goods or services which has credit or other relationships with the Company should not be made by an employee except for investments in securities which are actively traded on recognized markets, or only upon approval obtained by means of the Review Procedure; and subject in all cases to the rules described below concerning insider trading. Directors and Officers may be asked to disclose such information in an annual statement. Even if a personal investment has been approved, an employee should not take part in the Company decision or attempt to influence a decision about that customer or supplier.
Employees are responsible for observing the Securities and Exchange Commission regulations which prohibit purchase or sales of securities by persons having material inside information, and should be aware that material inside information concerning a company’s plans or operations which has not been released to the public is confidential. “Material inside information” is defined as information which would affect a person’s decision to purchase or sell a security and which has not been sufficiently disclosed to insure its availability to the investing public. The Company’s employees are prohibited from using material inside information for personal gain, from using such information for security transactions made on behalf of the Company or its subsidiaries, and from using such information on behalf of a third party. To assure compliance with applicable law, the actions of every employee should be governed according to the following guidelines:
- Material inside information must not be disclosed to anyone other than the Company’s employees who establish their need to know. This information should not be discussed in public places.
- Employees possessing material inside information relating to the Company shall not sell or buy the Company’s securities, or disclose such information to persons outside the Company until the information has been effectively disclosed to the public and the public has had sufficient time to absorb and evaluate it.
- Since material inside information may also have a material effect on the purchase or sale of securities of companies with which the Company is dealing, anyone possessing such information concerning such a company must not sell or buy the securities of that company or disclose this information to persons outside the Company until the information has been effectively disclosed to the public and the public has had sufficient time to absorb and evaluate it. Inquiries from financial analysts and investors and others affiliated with the financial investment communities should be answered only by the Chief Executive Officer, the Chief Financial Officer, or their respective designees. Securities laws impose severe sanctions upon any individual who fails to comply with the above guidelines, and liability can also extend to the Company. The penalties range from monetary penalties to criminal fines and imprisonment. In summary, no employee shall buy or sell the Company’s securities, or any other securities, based on material inside information.
OUTSIDE ACTIVITIES/CIVIC AND POLITICAL ACTIVITIES
A. Community, Charitable and Professional Activities
The Company encourages employees to actively participate in and provide leadership to community, charitable, and professional activities. An employee must obtain approval by means of the Review Procedure if the Company’s sponsorship or involvement is involved.
B. Business Officerships and Directorships
Note: this section does not apply to directors.
Employee appointments, excluding director appointments to business directorships or officerships must be approved by Executive Management in advance. All such requests must be in writing and should specify whether the business has a relationship with the Company and, if so, the nature and extent of that relationship. The employee’s request, and management’s response, shall be retained in the employee’s personnel folder.
Directors are required to disclose their business affiliations to the full Board of Directors. See the previous section on “Conflicts of Interest” and Appendix A for the specific OCC regulation on the same topic (§563.200).
C. Outside Employment
Note: this section does not apply to directors.
The Company generally discourages outside employment for full time employees because the additional employment might affect the employee’s performance of his or her principal duties at the Company and might possibly subject the Company to criticism or adverse publicity. Prior approval of outside employment must be obtained by means of the Review Procedure unless such employment was made known to and approved by the Company at time of hire. The approver/reviewer shall consult with Riverview Bank’s Director of Human Resources and both give particular scrutiny to factors bearing on the question of whether a conflict, or potential conflict, of interest could arise, such as whether the outside employer has a relationship with the Company (and, if so, its nature and extent) and whether the employee would be in a position to influence impermissibly any decision by the Company concerning the outside employer.
D. Outside Business Interests
Employees shall avoid situations in which they or their Family Members profit from a relationship with a company or other entity with which the employee deals in the course of his or her duties at the Company.
E. Political Activity
Approval must be obtained via the Review Procedure before an employee seeks or accepts nomination for appointment to any public office, whether paid or unpaid. The Company will comply with any laws relative to Part Time Elected Officials as a matter of policy.
F. Management Interlocks
Employees should be aware of the various statutes and regulations either prohibiting completely, or permitting only within certain specific limits, dual service by an employee of the Company in the following areas:
- Service as a director, officer or employee of any other commercial bank, banking association, trust company, savings bank, savings and loan association or credit union;
- Service in an organization primarily engaged in the issue, flotation, underwriting, public sale or distribution of stocks, bonds or other securities; and
- Service as an officer or director of a public utility or registered public utility holding company or subsidiary.
All employees of the Company should conduct their financial affairs in such a responsible manner as to be above criticism. The following list is intended to be a guide, but not a complete nor exhaustive list:
- Prompt payment of personal bills and debts;
- Avoid overdrafts in personal checking accounts;
- Use of any Company credit cards, expense account reimbursements, equipment, and supplies only for official company use; and
- Timely filing of income tax returns.
Affirmative Action/Equal Employment Opportunity
The directors and officers of the Company have long held the belief that our objectives can best be achieved by utilizing to the fullest extent the human resources available. This policy statement is intended to remind employees that our policy is to not discriminate in employment and to increase the recruitment of qualified women and minorities. The Company takes affirmative action seriously so that discrimination does not occur on the basis of race, color, sex, age, religion, marital status, sexual orientation, gender identity or expression, national origin, physical or mental disability, citizenship status, pregnancy, genetic information, military or protected veteran’s status, or any other characteristic protected by applicable federal, state, or local law. Employment decisions will be made so as to further the principle of equal employment opportunity.
The Company strives to hire, recruit, train, and promote employees in job classifications without regard to race, color, sex, age, religion, marital status, sexual orientation, gender identity or expression, national origin, physical or mental disability, citizenship status, pregnancy, genetic information, military or protected veteran’s status, or any other characteristic protected by applicable federal, state, or local law. Employment decisions, such as recruiting, hiring, introductory period, promotion, scheduling, assignments, compensation, benefits, transfers, layoffs, return from layoffs, training, Company-sponsored education, tuition assistance, social, and recreation programs will be administered without discrimination. Only valid job requirements will be imposed for promotional opportunities, so that promotion decisions are in accordance with the principles of equal employment opportunity.
The Company also prohibits any harassment of employees based on race, color, sex, age, religion, marital status, sexual orientation, gender identity or expression, national origin, physical or mental disability, citizenship status, pregnancy genetic information, military or protected veteran’s status, or any other characteristic protected by applicable federal, state, or local law. Any incidents of harassment should be reported immediately to the Riverview Bank’s Human Resources Director or another manager of the Company. Reports will be investigated in a prompt and thorough manner and appropriate disciplinary action will be taken, which may include discharge.
Each manager, supervisor, and employee is responsible for carrying out our Affirmative Action and Equal Employment Opportunities policies. Overall responsibility is assigned to Krista Holland, Riverview Bank’s Human Resources Director, who may be reached at 17205 SE Mill Plain Blvd., Vancouver, Washington 98683, (360) 514-5103.
Affirmative Action for Individuals with Disabilities
It is the policy of the Company not to discriminate against any employee or applicant for employment because of mental or physical disability, in regard to any position for which the employee or applicant is qualified, with or without reasonable accommodation, and to take affirmative action to employ and advance in employment qualified individuals with disabilities.
An "individual with a disability" includes any person who has a physical or mental impairment that substantially limits one or more of that person's major life activities, has a record of such impairment, or is regarded as having such impairment.
The Company recognizes its obligation to communicate this policy in such a manner as to foster understanding, acceptance, and support among our managers, supervisors, and other employees.
The Company is committed to personnel practices that recruit, hire, train, and promote persons in all job titles. We make good faith efforts so that personnel actions are administered without regard to disability, and that employment decisions are based only on valid job requirements.
Moreover, in accordance with applicable law, the Company will make reasonable accommodations whenever necessary for individuals with known disabilities, or for pregnant employees, provided that such individuals are qualified to perform the essential functions and assignments of the job, with or without accommodation, and provided that any accommodations would not impose an undue hardship on the Company or create a direct safety threat.
The Company has implemented a monitoring and reporting system to assist the Company in: measuring the effectiveness of this Program; indicating the need for remedial actions; determining the degree to which our objectives are being attained; determining whether individuals with known disabilities are able to participate in Company-sponsored educational, training, recreational, and social activities; and otherwise measuring our compliance with our Affirmative Action Program.
Employees and applicants will not be subjected to harassment, intimidation, threats, coercion, or discrimination for filing a complaint, assisting or participating in an investigation, or any other activity related to the administration of any federal, state, or local law requiring equal opportunity for persons with disabilities.
Affirmative Action for Disabled Veterans, Recently Separated Veterans, Other Protected Veterans, and Armed Forces Service Medal Veterans
The Company, an equal opportunity employer, pledges that it is and has been our policy to take affirmative action to employ and advance in employment qualified disabled Veterans, recently separated Veterans, other protected Veterans, and Armed Forces Service Medal Veterans (collectively, Veterans), and not to discriminate against any employee or applicant for employment because of any individual's status as a Veteran.
The Company recognizes its obligation to communicate internally and externally in a manner that fosters understanding, acceptance, and support among our executives, managers, supervisors, and other employees.
The Company will ensure that applicants and employees who are Veterans are informed of the contents of this policy.
The Company has implemented a monitoring and reporting system to assist our organization in measuring the effectiveness of this Program. The Company is committed to personnel practices that recruit, hire, train, and promote persons in all job titles. The Company will make good faith efforts so that personnel actions are administered without regard to an individual's status as a Veteran, and that employment decisions are based only on valid job requirements.
Employees and applicants will not be subjected to harassment, intimidation, threats, coercion, or discrimination for any of the following activities: filing a complaint; assisting or participating in an investigation, compliance evaluation, hearing, any other activity related to the administration of the affirmative action provisions of the Vietnam Era Veterans' Readjustment Assistance Act (VEVRAA) of 1974 as amended, or any federal, state, or local law requiring equal opportunity for Veterans; opposing any act or practice made unlawful by VEVRAA or its implementing regulations; or exercising any other right protected by VEVRAA or its implementing regulations.
Anti-Harassment and Discrimination Policy
It is the policy of the Company to maintain a workplace that fosters mutual employee respect and promotes harmonious, productive working relationships. Our organization believes that discrimination and/or harassment in any form constitutes misconduct that undermines the integrity of the employment relationship. Therefore, the Company prohibits discrimination and/or harassment that is sexual, racist, or religious in nature or is related to anyone’s race, color, sex, age, religion, marital status, sexual orientation, gender identity or expression, national origin, physical or mental disability, citizenship status, pregnancy, genetic information, military or protected veteran’s status, or any other characteristic protected by law. This policy applies to all employees throughout the organization and all individuals who may have contact with any employee of this organization.
The Company is committed to creating a respectful, courteous work environment free of unlawful discrimination and harassment of any kind, and we are committed to taking all reasonable steps to prevent it and address it. We will not tolerate harassment relating to any characteristic protected under applicable law by any employee, contractor, vendor, customer, or visitor.
Except where otherwise indicated, the term “harassment,” as used in this policy, is defined as unwelcome actions, words, jokes, or comments based on an individual’s race, color, creed, national origin, ancestry, citizenship status, sex, gender (including gender identity), marital status, sexual orientation, pregnancy, age, religion, medical condition (including genetic characteristics), physical or mental disability, military service status or any other status or characteristic protected by applicable local, state, or federal law.
Individuals who believe they have been subjected to harassment or discrimination, and any employee who has witnessed what they believe to be harassment or discrimination, must report it immediately to their manager, another manager, or the Human Resources Department. Managers and supervisors are required to report any complaints of misconduct to the Human Resources Department. If an employee feels that his/her complaint has not been or cannot be properly handled, he/she may forward the complaint to the President. Do not allow a situation that you believe is inappropriate to continue by not reporting it, regardless of who is creating that situation.
No employee, including managers and directors, is exempt from this policy. This Policy also prohibits third parties with whom employees come into contact with from engaging in prohibited harassment. Employees who in good faith bring complaints to the attention of a Company representative or who participate in investigations regarding such complaints are protected against retaliation by law and by this policy. However, any employee that knowingly makes a false claim of harassment and/or discrimination will be subject to corrective action, up to, and including, termination.
In response to a complaint, the Company will take prompt investigatory actions in a manner that is as confidential as possible and take effective corrective actions where appropriate. The Company will conduct a fair, timely, and thorough investigation that provides all parties appropriate due process and reaches reasonable conclusions based on the evidence collected. The investigation will be impartial, documented, and conducted by qualified personnel.
Anyone found to be engaging in any type of discrimination or harassment in violation of this policy will be subject to timely and appropriate corrective and/or disciplinary action, up to and including termination.
Employee Fraternization Policy
The Company strongly believes that a work environment where employees maintain clear boundaries between personal and business interactions is most effective for conducting business and enhancing productivity. Therefore, no employee in a management or supervisory position shall have a romantic or dating relationship with an employee whom he or she directly supervises or whose terms or conditions of employment he or she may influence (examples of terms or conditions of employment include promotion, termination, discipline, and compensation).
During working time and in working areas, employees are expected to conduct themselves in an appropriate workplace manner that does not interfere with others or with overall productivity. During nonworking time, such as lunches, breaks, and before and after work periods, employees engaging in personal exchanges in non-work areas should observe an appropriate workplace manner to avoid offending other workers or putting others in an uncomfortable position. Employees are strictly prohibited from engaging in physical contact that would in any way be deemed inappropriate by a reasonable person while anywhere on company premises, whether during working hours or not.
All supervisors, managers, executives, or other company officials must disclose the existence of a romantic or sexual relationship with another co-worker. Disclosure may be made to the immediate supervisor or the director of human resources.
The provisions of this policy apply regardless of the sexual orientation of the parties involved.
OTHER PROHIBITIONS IMPOSED BY VARIOUS REGULATIONS
The Company will strictly adhere to all regulations pertaining to conflict of interest. (See Conflict of Interest above).
No affiliated person of the Company may receive, directly or indirectly, from the Company, or its affiliates, or from any other source, any fee or other compensation of any kind in connection with the procurement of a loan from the company or any subsidiary of the Company.
No person, including an affiliated person, may give or receive any fee, kickback, or thing of value for referring business incident to a real estate settlement service, and no person may give or accept any portion, split, or percentage of any charges made for rendering such settlement service, in connection with any real estate loan made by the Company.
No employee may corruptly ask for or corruptly receive anything of value from any person for or in connection with any transaction or business of the Company.
The Company may not grant any loan on the prior condition, agreement, or understanding that a borrower contract with a specific person for title or other insurance, building materials, construction, legal, real estate agency, brokerage, or property management services.
Complete copies of all applicable regulations are maintained by the Internal Audit and Compliance Department. Should questions arise or interpretation be required please contact the Vice President of that area.
The Company conducts its affairs in strict conformity to all applicable legal requirements, generally accepted accounting principles and procedures, and the highest standards of business ethics. The following rules govern the application of this general policy to the areas of business and accounting practices and political contributions.
A. Business and Accounting Practices
- No funds or assets of the Company shall be used for any unlawful purpose.
- No unrecorded fund or asset of the Company shall be established or maintained for any purpose.
- No false or misleading entries shall be made in books and records of the Company for any purpose. All items of income or expense shall be appropriately recorded.
- No payment by the Company shall be made with the intention or understanding that all or any part of such payment is to be used for any purpose other than that described in the books and records of the Company.
- No payment on behalf of the Company shall be approved without adequate supporting documentation or made with the intention or understanding that all or any part of such payment is to be used for any purpose other than that described by the documents supporting the payment.
- Compliance is required with generally accepted accounting principles and procedures and with established internal corporate controls and procedures.
- Any employee who has or obtains knowledge of, or information concerning, any actions prohibited by this section shall promptly notify the President and/or the Audit Manager of Riverview Bank.
- Riverview may require submission of reports or statements with respect to compliance with this section by such Officers and other employees, at such time or times, and in such form, as the Company may specify.
B. Political Contributions and Other Expenditures for Political Purposes
- No funds or assets of the Company are to be used to make any unlawful political contribution. For purposes of this section, the term “political contribution” shall be deemed to include not only the direct or indirect delivery of cash or property of the Company to a political party, candidate, committee or organization, but also (a) the reimbursement by the Company of any employee of the Company or any other person for a political contribution made, or to be made, by such employee or other person or (b) the provision of services or of the use of property, or the making of a loan, to a political party, candidate, committee or organization by the Company, except in the ordinary course of the Company’s business and on customary commercial terms.
Note: Purchases of tickets to political dinners or other similar events or of advertisements in political publications are considered to be political contributions and are not reimbursable.
- Neither the Company, nor any person acting on its behalf, shall establish any unlawful program to solicit, collect or distribute political contributions from employees of the Company.
- No person receiving payment from the Company, whether as compensation for services or for any other purpose whatsoever, shall be under any obligation of any kind to the Company to utilize any amount of any such payment for the making of any political contribution and no employee of the Company, or any other person acting on its behalf, shall seek to create or enforce any such obligation.
- Nothing in this section is intended in any way to discourage employees of the Company from active personal involvement in the political process, including the making of personal political contributions, or otherwise to limit the rights and obligations of the Company’s personnel as responsible citizens.
- Any employee who has or obtains knowledge of, or information concerning, any action prohibited by this section shall promptly notify the President and/or the Audit Manager of Riverview Bank.
C. Use of Company Letterhead
No employee will use official company stationery for personal or non-job related purposes, particularly when such use would imply endorsement by the bank, or make reference to company employment in matters of personal dispute.
D. False or Misleading Remarks
False or intentionally misleading remarks must not be made about vendors, customers, competitors, or other employees. You also must not make false statements about the financial condition of the Company. False, misleading, or incomplete statements to auditors, examiners or other investigators are considered the same as falsification of records.
We are committed to ending the epidemic of distracted driving, and have created the following rules, which apply to any employee operating a company vehicle, using a company-issued cell phone while operating a personal vehicle or using a personal cell phone for company business while operating a personal vehicle or rental vehicle:
- “Hands-free” is the only acceptable use of a cell phone while driving unless prohibited by state or federal law. Company employees may not use a hand-held cell phone while operating a vehicle – whether the vehicle is in motion or stopped at a traffic light. This includes, but is not limited to, answering or making phone calls, engaging in phone conversations, and reading or responding to emails, instant messages, and text messages.
- If company employees need to use their phones, they must pull over safely to the side of the road or another safe location, or use a “hands-fee” device.
- Employees may not use a personal cell phone while driving a company vehicle that is in motion or stopped at a traffic light. This includes, but is not limited to, answering or making phone calls, engaging in phone conversations, and reading or responding to emails, instant messages, and text messages.
Failure to comply with this policy may lead to disciplinary action, up to and including termination.
At Riverview Bank, we understand that social media can be a fun and rewarding way to share your life and opinions with family, friends and co-workers around the world. However, use of social media also presents certain risks and carries with it certain responsibilities. To assist you in making responsible decisions about your use of social media as it relates to Riverview Bank, we have established these guidelines for the appropriate use of social media.
This policy applies to all employees who work for Riverview Bank or one of its affiliates. Riverview management will never ask you for log in or password information. Employees should contact the Marketing Director for any additional guidance.
In the rapidly expanding world of electronic communication, social media can mean many things. Social media includes all means of communicating or posting information or content of any sort on the Internet, including to your own or someone else’s web log or blog, journal or diary, personal web site, social networking or affinity web site, web bulletin board or a chat room, whether or not associated or affiliated with Riverview Bank, as well as any other form of electronic communication. Ultimately, you are solely responsible for what you post online. Before creating online content, consider some of the risks and rewards that are involved. Keep in mind that any of your conduct that adversely affects your job performance, the performance of fellow employees or otherwise adversely affects customers, vendors, and people who work on behalf of Riverview Bank’s legitimate business interests may result in disciplinary action up to and including termination.
Know and follow the rules
Carefully read these guidelines, the Riverview Bank Code of Conduct Policy, the Technology Use Policy and the Anti-Discrimination & Harassment Policies, and ensure your postings are consistent with these policies. Inappropriate postings that include discriminatory remarks, harassment, and threats of violence or similar inappropriate or unlawful conduct will not be tolerated.
Always be fair and courteous to fellow employees, customers, vendors or people who work on behalf of Riverview Bank. Also, keep in mind that you are more likely to resolve work-related complaints by speaking directly with your co-workers or by utilizing your management team than by posting complaints to a social media outlet. Nevertheless, if you decide to post complaints or criticism, avoid using statements, photographs, video or audio that reasonably could be viewed as malicious, obscene, threatening or intimidating, that disparage customers, employees or vendors, or that might constitute harassment or bullying. Examples of such conduct might include offensive posts meant to intentionally harm someone’s reputation or posts that could contribute to a hostile work environment on the basis of race, age, sex, disability, religion or any other status protected by law or company policy.
Be honest and accurate
Make sure you are always honest and accurate when posting information or news, and if you make a mistake, correct it quickly. Be open about any previous posts you have altered. Remember that the Internet archives almost everything; therefore, even deleted postings can be searched. Never post any information or rumors that you know to be false about Riverview Bank, fellow employees, customers, vendors, or people working on behalf of Riverview Bank or competitors.
Post only appropriate and respectful content
- Maintain the confidentiality of Riverview Bank trade secrets and private or confidential information. Trades secrets may include information regarding the development of systems, processes, products, know-how and technology. Do not post internal reports, policies, procedures or other internal business-related confidential communications. This includes information about the bank's customers and vendors.
- Respect financial disclosure laws. It is illegal to communicate or give a “tip” on inside information to others so that they may buy or sell stocks or securities. Such online conduct may also violate the securities laws.
- Do not create a link from your blog, website, or other social networking site to a Riverview Bank website without identifying yourself as a Riverview Bank employee.
- Express only your personal opinions. Never represent yourself as a spokesperson for Riverview Bank. If Riverview Bank is a subject of the content you are creating, be clear and open about the fact that you are an employee and make it clear that your views do not represent those of Riverview Bank, fellow employees, customers, vendors, or people working on behalf of Riverview Bank. If you do publish a blog or post online related to the work you do or subjects associated with Riverview Bank, make it clear that you are not speaking on behalf of Riverview Bank. It is best to include a disclaimer such as “The postings on this site are my own and do not necessarily reflect the views of Riverview Bank.”
- Social media postings related to the Bank may be considered “advertising” and the content subject to compliance laws and disclosures. For this reason, the Bank prohibits employees from using social media to advertise bank products or services, including rates.
Using social media at work
Refrain from using social media while on work time or on equipment we provide, unless it is work-related as authorized by your manager or consistent with the Technology Use Policy and/or the Employee Handbook. Do not use Riverview Bank email addresses to register on social networks, blogs or other online tools utilized for personal use.
Retaliation is prohibited
Riverview Bank prohibits taking negative action against any employee for reporting a possible deviation from this policy or for cooperating in an investigation. Any employee who retaliates against another employee for reporting a possible deviation from this policy or for cooperating in an investigation will be subject to disciplinary action, up to and including termination.
Employees should not speak to the media on Riverview Bank’s behalf. Official contacts for the media are the CEO, President, or the EVP/Chief Retail Banking Officer. All media inquiries should be directed to them.
ADMINISTRATION AND RESPONSIBILITIES
The Company conducts itself in business dealings so as to obey all applicable laws and regulations. Where the requirements of such laws and regulations are unclear, the advice of the Compliance Officer should be sought to secure interpretation and to ensure compliance.
Employees are urged to re-read the Code of Ethics from time to time so as to refresh their recollection of the statutory and regulatory matters involved and the policies outlined herein.
Reporting Unethical Behavior and/or Possible Crimes
Under federal law, any company can be held criminally liable when one of its employees, directors, or agents commits a crime, especially while functioning in their capacity as employee, director or agent of the Company. Accordingly, any Company employee who has knowledge of, or information about, conduct by another employee, director, or agent of the Company that he or she believes might be a crime – whether or not the Company is victimized – must promptly report the relevant facts in writing to the Audit Committee Chairman of Riverview Bank. While reports may be made anonymously, signed reports are preferable to facilitate follow up and resolution of the issue. Employees will not be retaliated against for reporting information in good faith in accordance with this procedure.
The Bank commits to the protection and safekeeping of both company business information and customer accounts, and shall abide by all applicable federal and state regulations. This commitment includes managing the risks of fraud, dishonesty, and the maintenance of confidential and proprietary information.
Examples of misconduct, including but not limited to, are:
- Theft of any kind, including cash, unauthorized customer account transactions, fictitious loans, and expense or salary abuse.
- Check/share draft kiting.
- Making any false or fraudulent statements on any document.
- Altering or inappropriate use of any computer software, computer programs, electronic or automated systems, and/or data processing information related to Bank or customer accounts.
- Unauthorized disclosure of confidential and Bank and/or customer information in any verbal or written format, including email and social media sites.
- Unauthorized or unapproved salary advances or overtime reimbursement.
- Insider trading.
- Improper access to and manipulation of customer accounts.
- Intentional violation of Bank policies, internal controls, regulations or procedures as it relates to fraud, dishonesty and information security.
- Other activities that may not be specifically denoted above but are considered as unethical behavior.
When in doubt, an employee should seek guidance from his/her supervisor.
Employees are encouraged to report concerns regarding suspected wrongdoing or misconduct directly to their immediate supervisor, the Risk & Audit Manager or a member of Executive Management so that an investigation can be initiated. Employees also have the option of reporting concerns anonymously. Riverview has contracted with a third party vendor, Lighthouse Services, LLC, to accommodate confidential and/or anonymous reporting. Concerns can be reported to Lighthouse Services, LLC via any of the following methods:
- Speak with an Lighthouse Services, LLC representative by calling 855-256-0728.
- Report concerns and/or provide documentation via Lighthouse Services' website at lighthouse-services.com/RiverviewCB
- Report concerns and/or provide documentation by mailing correspondence to:
Lighthouse Services, LLC
1710 Walton Rd., #204
Blue Bell, PA 19422
How the Complaints Reported to Lighthouse Services Will Be Handled
The Lighthouse Services, LLC representative will interview the reporting employee, if applicable, and prepare a report of the complaint. The report with any accompanying documentation will be forwarded to both the Risk & Audit Manager and all the members of the Audit Committee. The action taken by the Bank will depend on the nature of the concern. If an investigation is warranted, the Audit Manager will be the responsible person to conduct inquiries, review and preserve documentation, and will report the status of the complaint to the Audit Committee. In cases where concerns involve the Audit Department, complaints will be forwarded directly to the Internal Audit Committee and decided as to the best course of action to begin an independent investigation of the claim, which may include the assistance of outside legal counsel.
Resolution of the Complaint
The Bank will take appropriate action to resolve the complaint. If the investigation finds that an individual has engaged in unlawful or unethical conduct, appropriate disciplinary action will be taken, including termination, if warranted.
If the investigation reveals that a crime may have been committed, the findings of the investigation will be reported to the appropriate authorities.
We encourage all employees to raise any suspected violation of this Code of Conduct. The Company strictly prohibits intimidation or retaliation against anyone who makes a good faith report about a known or suspected violation of the Code of Conduct. We also strictly prohibit any intimidation or retaliation against anyone who assists with any investigation related to the Code of Conduct.
SUSPICIOUS ACTIVITY REPORTS (“SAR’s”)
For employees, directors and insiders, SAR’s should be considered and initiated in accordance with the same process and procedure as they are for customers. There should be no special treatment or preference for employees, directors and insiders. SAR’s process and procedures are detailed with the BSA Policy and Procedures located on the Internal Bank SharePoint Website under “Bank Secrecy Act (BSA)”.
EMPLOYEE TREATMENT OF DIRECTORS, EXECUTIVE OFFICERS AND INSIDERS
As related earlier in this Code of Conduct Policy, the employee is required to review the Bank’s Regulation O Policy (General Credit Policy 4.1), in conjunction with the review and acceptance of this policy. Directors, Executive Officers, and Insiders are required to review the Regulation O Policy as well in conjunction with the review and acceptance of this policy.
The purpose of Regulation O is to prevent preferential treatment to insiders (directors, executive officer, or principal shareholders) of a bank, its holding company or any other company controlled by a bank’s holding company. Regulation O also restricts the types of transactions a bank may conduct with institutions with which the bank maintains a correspondent bank relationship and their companies and affiliated interests.
Directors and Insiders are required to disclose their business affiliations to the full Board of Directors no less than annually. See the previous section on “Conflicts of Interest” and Appendix A for the specific OCC regulation on the same topic (§163.200).
This Code of Conduct does not alter the at-will employment relationship. At all times, employment with the Company is considered to be at “at-will,” and the employer/employee relationship may be terminated at any time, unless the employee enters into a written employment agreement with the CEO and/or President.
Employees, directors and insiders will be asked to certify their understanding of and compliance with the Code of Conduct, Conflict of Interest and Whistleblower Policy on an annual basis. The certification form is attached as Appendix B.
163.200 Conflicts of Interest.
If you are a director, officer, or employee of a Federal savings association, or have the power to direct its management or policies, or otherwise owe a fiduciary duty to a savings association:
- You must not advance your own personal or business interests, or those of others with whom you have a personal or business relationship, at the expense of the savings association; and
- You must, if you have an interest in a matter or transaction before the board of directors:
- Disclose to the board all material non-privileged information relevant to the board's decision on the matter or transaction, including:
- The existence, nature and extent of your interests; and
- The facts known to you as to the matter or transaction under consideration;
- Refrain from participating in the board's discussion of the matter or transaction; and
- Recuse yourself from voting on the matter or transaction (if you are a director).