A Message from the CEO
Trust, one of the core values on which our company is built, is also the foundation on which we build strong relationships with our customers, shareholders, communities and one another. Our code provides direction on how we can achieve our business goals while preserving and building on the trust upon which our company is built. The responsibility for creating and sustaining trust in Security Pacific National Bank rests squarely on each of us and the personal integrity we bring to our work. The code, in effect, explains what we mean when we say one of our core values is "doing the right thing." Each of us is required to acknowledge our responsibility for reading, understanding and complying with the guidelines in this document. If you have any questions, talk with your manager. We all recognize that results are important. Our Code of Ethics underscores our individual and collective recognition that how we achieve those results is just as important. To preserve the trust others place in us-and our trust in each other-I am counting on you to uphold the highest professional and ethical standards in all that you do. In living up to this commitment, I look forward to all we will accomplish together. Introduction to all Employees The public judges Security Pacific National Bank by the actions of its associates. This code is intended to guide your conduct to instill public trust and confidence. The following pages include sections on: • Avoiding conflicts, or even the appearance of conflicts, between personal interests and the interests of Security Pacific National Bank, its shareholders or customers. • Keeping information confidential and secure. • Properly caring for and protecting Security Pacific National Bank property and assets. • Conducting your personal financial affairs responsibly and keeping your business expenses in order. • Not taking any action, either personally or on behalf of Security Pacific National Bank, which violates any law, regulation or internal policy. • Avoiding misuse of material, nonpublic information relating to securities or other financial instruments. • Promptly reporting any knowledge or information about Security Pacific National Bank associates or agents you suspect of committing crimes. Your division or team may have additional or more restrictive policies you must follow. Your manager or compliance officer will provide you with any manuals, policies and procedures related to your specific job. You should refer to the Associate Handbook for additional information on associate conduct. Security Pacific National Bank may publish additional policies as deemed necessary or appropriate. Talk to your manager and visit the internal Web site for your line of business to determine all policies applicable to you. You are expected to follow the information in this code, other policies referred to in this document, additional policies that apply to your job, and the spirit and letter of all laws and regulations. Violation of the Code of Ethics or these other policies, laws and regulations constitutes grounds for disciplinary action, including termination of employment and possible legal action. "Our reputation is an absolutely critical asset for Security Pacific National Bank. It is incumbent upon each and every one of us to protect and to enhance that reputation by exhibiting only the highest ethics and integrity, in every aspect of what we do and how we do it."
Section 1: Governance and Administration
1.1 Reporting certain conduct Security Pacific National Bank can be held criminally liable if one of its associates or agents commits certain crimes. You must promptly report any knowledge or information about employment-related conduct by another associate or agent of the Institution that you reasonably believe to be: • A crime • A violation of law or regulation • A dishonest act, including misappropriation of funds or anything of value from Security Pacific National Bank or the improper recording of the Institution's assets or liabilities • A breach of trust You must report the relevant facts, as well as any other circumstances or activities that may conflict with the Code of Ethics, to the Ethics and Compliance Hotline. You will not be retaliated against for reporting information in good faith in accordance with this policy.
1.2 Accounting All associates responsible for the preparation of the Institution's financial statements, or who provide information as part of that process, must maintain and adhere to these controls so that all underlying transactions, both within Security Pacific National Bank and with third parties, are properly documented, recorded and reported. In addition, all associates have the responsibility to promote full, fair, accurate, timely and understandable disclosure in reports and documents that Security Pacific National Bank files with or submits to all Governmental agencies. The Audit Committee of the Board of Directors has established procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters. You may raise any such concerns to the Ethics and Compliance Hotline.
1.3 Code waivers The Board of Directors must approve any waiver of the Code of Ethics for the principal executive officer, the principal financial officer, the principal accounting officer and any executive officer or director. Security Pacific National Bank will promptly disclose any such waiver on its Web site.
Section 2: Conflicts of Interest
As a Security Pacific National Bank associate, you must recognize that conflicts of interest may occur when your personal interests or activities compete or interfere--or even appear to compete or interfere--with your obligations to Security Pacific National Bank, its shareholders, bondholders or customers. Conflicts of interest also may arise when you put the interest of one set of customers over another or Security Pacific National Bank's interest over the interests of its customers, without legitimate reason. Such situations might interfere with your judgment or ability to properly fulfill your Security Pacific National Bank duties. You must avoid conflicts--or even the appearance of conflicts--between personal interests and the interests of Security Pacific National Bank, its shareholders, bondholders or customers. It is impossible to define every action that could be reasonably interpreted as a conflict of interest. This section defines several potential conflicts of interest as examples that you must be aware of: • Gifts, hospitality and entertainment • Information disclosure and dissemination • Outside activities and relationships • Service providers Conflicts of interest also arise when you or your family members receive improper personal benefits as a result of your position in the Institution.
2.1 Gifts, hospitality and entertainment A conflict of interest may arise when you give or receive gifts, hospitality or entertainment. Associates must not give or receive gifts of money to or from current or prospective customers or suppliers. There are restrictions on giving or receiving discounts and non-monetary gifts to or from current or prospective: • Customers • Suppliers • Government officials and agencies In addition, you must not accept or provide hospitality or entertainment from or to current or prospective customers or suppliers unless it is for a valid business purpose, providing an opportunity for a meaningful business conversation. These restrictions are not intended to apply to gifts, hospitality or entertainment based on obvious family relationships or close personal friendships, where the circumstances make it clear that it is the relationship--rather than Security Pacific National Bank's business--that is the motivating factor.
2.2 Information disclosure and dissemination A conflict of interest may arise if you make public certain types of information you have access to as part of your job. You must not inappropriately share or disclose to the public proprietary information concerning Security Pacific National Bank, including such information about clients, stockholders, bondholders, vendors, market conditions or business events. Even if you inadvertently or accidentally share or disclose such information, a conflict of interest may arise. You must never disclose any privilege information about an account, stockholder, bondholder, a customer and or any other information relating thereto to any member of the public without a proper court order issued by a Mexican court of law.
2.3 Outside activities and relationships A conflict of interest may arise from your activities, employment or other relationships outside Security Pacific National Bank. You must not act on behalf of or appear to represent the Security Pacific National Bank in any transaction outside your role and responsibilities with Security Pacific National Bank. Inform your manager and obtain his or her approval before you: • Pursue additional employment outside Security Pacific National Bank • Engage in an independent business venture • Perform services for another business organization • Collect any interest or points on any loan for yourself or on your behalf without written permission You must not pursue such outside activities and relationships during Security Pacific National Bank business hours or allow any outside business, civic or charitable activities to interfere with your job performance.
2.4 Service providers A conflict of interest may arise from your relationships with vendors or other service providers. If you are authorized to approve or award orders, contracts and commitments to suppliers of goods or services, you must do so based on objective business standards to avoid any real or perceived favoritism.
Section 3: Confidentiality and Information Security
You must keep the following information confidential and secure: • Customer information--You may access customer information only for business purposes and must protect the confidentiality and security of that information at all times. • Security Pacific National Bank information--You must keep confidential and secure any nonpublic information about Security Pacific National Bank. Such information you have about Security Pacific National Bank activities and plans should only be shared within the Institution with other associates who "need to know" the information to perform their duties. Consult your manager if you have questions about sharing information about Security Pacific National Bank on a "need to know" basis. • Associate information--You must keep confidential and secure any information you have about other Security Pacific National Bank associates. • Supplier information--You must keep confidential and secure any information you have about the Institution's purchase of products or services. Sharing this information with the wrong source could provide an improper advantage to the supplier or its competitors and violate agreements Security Pacific National Bank has with suppliers. In some instances it might also violate the "need to know" policy for material, nonpublic information. Every year you are required to take Information Protection and Privacy training. This training highlight the: • Proper methods to protect confidential and proprietary information for Security Pacific National Bank, its customers and associates • Appropriate use of electronic communications • Privacy Policy for Consumers • Associate Privacy Policy
Section 4: Security Pacific National Bank Assets
You must not: • Steal, embezzle or misappropriate money, funds or anything of value from Security Pacific National Bank. Doing so subjects you to potential disciplinary action, according to the law and Security Pacific National Bank policy. • Use Security Pacific National Bank assets for personal gain or advantage. • Remove Security Pacific National Bank assets from the facilities unless you have your manager's approval. • Use official Security Pacific National Bank stationery, the corporate brand, documents or the Security Pacific National Bank name for nonofficial purposes, since such use implies endorsement by the Institution. • Misuse your Internet or e-mail privileges. The Institution's private computer systems are primarily for business purposes and subject to review, monitoring and recording at any time without notice or permission. Security Pacific National Bank assets include, but are not limited to, items such as: • Computer software • Customer lists or information • Data processing systems • Databases • Equipment • Furnishings • Files • Ideas • Information about corporate or customer transactions • Innovations • Intellectual property • Money and funds • Records • Reference materials • Reports • Supplies • Technology • The Institution's private computer systems including your e-mail and your Internet access Remember, any assets you create for Security Pacific National Bank or while using Security Pacific National Bank resources are the Institution's property, and remain its property even if you leave Security Pacific National Bank.
Section 5: Financial Responsibility
Your duty to cooperate You must cooperate with any internal or external investigation or audit, or any regulatory examination. Immediately inform your manager if you are the subject of an external investigation unless laws, regulations or the investigating authority prohibit you from doing so. You should conduct your personal financial affairs responsibly and keep your business expenses in order. You are responsible for your financial activities in the following areas: • Borrowing--You may not personally borrow money from or lend it to suppliers, customers or other associates unless the loan is: » To or from a family member -or- » From an institution normally in the business of lending -and- » There is no conflict of interest You may make an occasional loan of nominal value (such as for lunch) to another associate or acquaintance, as long as no interest is charged. • Business expenses--You must report your business expenses accurately and in a timely manner. You must not use your business credit card for any purpose other than appropriate business expenses. • Personal fees--You may not accept fees or commissions for any transaction on behalf of Security Pacific National Bank unless you are specifically authorized to do so.
Section 6: Compliance with Law
You must not take any action, either personally or on behalf of Security Pacific National Bank, which violates any law, regulation or internal policy affecting Security Pacific National Bank business. It is impossible to list all applicable laws. This section presents several topics regarding regulations that Security Pacific National Bank associates must be aware of: • Anti-money laundering • Fair dealing • Corporate opportunities
6.1 Anti-money laundering Money laundering is disguising the proceeds of criminal activity through a series of otherwise legitimate transactions. Every associate has a role to play in Security Pacific National Bank's anti-money laundering (AML) effort. For example, you: • Should be able to recognize "red flags" and report potentially suspicious or unusual activities • Must make reasonable efforts to determine the true identity of all customers • Must follow "Know Your Customer" procedures for your line of business • Must complete all required AML training courses for your line of business
6.2 Fair dealing You must not deprive the Institution of an opportunity by: • Competing with the Institution or using corporate property, information or your position for personal gain • Taking for yourself an opportunity that belongs to the Institution or helping others do so if they are in a position to divert a corporate opportunity for their own benefit
Section 7: Restrictions on Trading in Securities or Financial Instruments; Prohibition Against Misuse of Material, Nonpublic Information
"We earn the trust of our clients, shareholders, bondholders and each one of our associates by doing the right thing, the right way--every time." What is material, nonpublic information? The definition of material, nonpublic information is broad. You should consider information to be material if a reasonable investor would consider it important in making an investment decision. Examples include merger and acquisition information, significant leadership changes and new product rollouts. You should consider information nonpublic if it is not generally available to the investing public.
7.1 Restrictions on trading in Security Pacific National Bank securities You must not buy, sell, recommend or trade in Security Pacific National Bank securities--either personally or on behalf of someone else--while in possession of material, nonpublic information relating to the Institution, except through trading programs pre-approved by the Legal Department. In addition, you must not communicate or disclose such information to others who may trade in Security Pacific National Bank securities. Doing so may not only be a violation of your duty to keep such information confidential, but also may be a violation of the Mexican Laws and the laws of many countries. If you are a director with Security Pacific National Bank or have been designated as an "insider" by the Institution, you must obtain special approvals before trading in Security Pacific National Bank securities.
7.2 Restrictions on trading in other securities or financial instruments What is a duty of trust or confidence? A duty of trust or confidence arises, for example, when one of our lending officers receives information from a client with the understanding that the information will be kept confidential. Questions as to whether a duty exists should be directed to the Legal Department. If you are in possession of material, nonpublic information about securities or financial instruments, you are prohibited from buying, selling, recommending or trading such securities or financial instruments in breach of a duty of trust or confidence owed to the issuer of the securities or financial instruments, the shareholders of that issuer or any other person who is the source of the information. In addition, you must not communicate or disclose such information to others who may misuse it. Doing so not only would be a violation of your duty of trust or confidence, but also may be a violation of the Mexican Laws and the laws of many countries.
7.3 Information walls
To assist in the prevention of the misuse of material, nonpublic information, Security Pacific National Bank has adopted enterprise-wide information-wall policies. These policies restrict the flow of information among certain units, and apply to: you, your family members who reside in your household and your family members whose securities trading are subject to your influence or control. |
|
 |
 |
||||||
|
|||||||
 |
 |
||||||
