Code of Ethics
All employees share responsibility for our success. Our success is dependent upon the fulfillment of our obligations to our shareholders, customers, communities, and each other. Our commitment to each other should reflect a willingness to recognize the intrinsic value of our fellow employees, customers, and fellow citizens, without tolerating illegal or unethical practices.
This Corporate Code of Ethics reflects our commitment to high ethical practices and the sharing of responsibility for maintaining those practices among employees. The Code of Ethics is for the benefit of our fellow employees, our customers, shareholders and the community at large. Fundamental to the personnel policies and practices that implement our Corporate Code of Ethics is our insistence that our business be conducted in an environment of mutual respect. Many of these policies are based upon laws and regulations, others upon widely held philosophical and ethical principles. Violation of these policies may result in discipline, including termination. At no time should the policies and procedures contained herein be considered as altering the "at will" employment of all employees.
Each employee shares the responsibility to comply not only with the plain language of these policies and applicable laws, but to embrace the spirit and purposes of these policies in our business and interpersonal conduct.
If a law conflicts with a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with the Code. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.
It is not our intention, nor desire, to oversee each employee's daily activities; nor can this Corporate Code of Ethics include all circumstances that may arise. Each employee shares the burden and responsibility to see that all of our conduct is appropriate.
CORPORATE CODE OF ETHICS
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Obeying the law, both in letter and in spirit, is the foundation on which this Company's ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.
INSIDE INFORMATION AND SECURITY TRADING
All non-public information about the Company should be considered confidential information. Confidential information may not be used for personal benefit. It is prohibited to trade securities or to tip others to trade securities of the Company or other companies on the basis of material information before it is made publicly available to ordinary investors through appropriate media. Such information includes news about acquisitions, investments, new business relationships, financial results, important management changes, and other information that has the potential to affect the stock price of the Company or another company.
If doubt exists as to whether the information is material or has been released to the public, you should not trade until you have consulted with the Office of the General Counsel. In order to avoid the appearance that you are trading on inside information, you should not engage in "short sales", trade in puts, calls or other options on the Company's stock. You may, of course, purchase Company securities and exercise options granted to you, as long as you are not basing decisions on inside information. Executive officers and directors should consult the Corporate Insider Trading Policy for further details.
PROTECTING CONFIDENTIAL AND PROPRIETARY INFORMATION
Information acquired through the course of employment about the Company, its customers, its methods and manner of doing business, its suppliers, its business plans, are all confidential and may not be disclosed to any non employee or to any employee who has no need to know.
You may not disclose the name or names of any customer or any information concerning a customer to any other customer or to any other outside party. Disclosure of such information to other Bank employees should be kept to a minimum on a need-to-know basis.
While certain information may be required to be disclosed to various governmental agencies, before making any disclosures, whether oral or written, you should first obtain the approval of the Office of the General Counsel or President. Should you receive a subpoena to produce records or to appear in any administrative or court proceeding, you are required to immediately provide that subpoena to the Office of the General Counsel, prior to taking any action.
As a Company with publicly traded stock, the Company is subject to strict regulations governing the disclosure of information about the Company and its business. These regulations also cover employees. It is prohibited for any employee to divulge or reveal to anyone except properly designated employees the financial performance, projections, or business or marketing plans of the Company.
This information, as well as information concerning passwords and computer programs is not to be discussed or disclosed to any member of the public.
PROTECTION AND PROPER USE OF COMPANY ASSETS
All employees should endeavor to protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business, though incidental personal use may be permitted.
The obligation of employees to protect the Company's assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.
GIVING OR ACCEPTING GIFTS AND HOSPITALITY
The Crime Control Act of 1984 makes it a felony for a Bank (or bank holding company) employee to accept gifts in exchange for favorable treatment in a Bank transaction. It is a felony to accept gifts having values of $1000 or more; accepting smaller gifts is a misdemeanor.
Whoever as an officer, director, employee, agent, or attorney of a financial institution, solicits or demands for the benefit of any person, or accepts or agrees to accept, anything of value from any person, intending to be influenced or rewarded in connection with any business or transaction of such institution; shall be fined not more than $1,000,000 or three times the value of the item given, offered, promised, solicited, demanded, accepted, or agreed to be accepted, whichever is greater; imprisoned not more than thirty years; or both. If the value of the item given, offered, promised, solicited, demanded, accepted, or agreed to be accepted does not exceed $1000, the employee shall be fined under this title or imprisoned not more than one year, or both.
PAYMENTS TO GOVERNMENT PERSONNEL
The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.
In addition, the U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. The Company's Law Department can provide guidance to you in this area.
HARASSMENT-FREE WORKPLACE
The Company is committed to maintaining a work environment in which activities and employment opportunities are based on your ability and performance. Our commitment includes the preservation of a productive climate free from unlawful harassment based on an individual's gender, race, color, national origin, age or other protected status. No person will be discriminated against because of race, creed, color, age, religion, national origin, sex, marital status, military status, or other protected status. This prohibition includes discrimination arising from a mental or physical disability that does not prevent the individual from performing the essential functions of their job, with or without reasonable accommodation. If you should need an accommodation in order to perform your job, or any task assigned to you, then you should notify your supervisor at once. Such notification must be in writing in order to preserve your rights under applicable state laws.
The Company has zero tolerance for discriminatory treatment or harassment. The Company has established policies and procedures for employees and ex-employees to follow should they feel their rights have been violated. These procedures are fully set forth in our Personnel Manual and can be obtained directly from the Human Resources Department at 200 Washington Square North, Lansing, MI 48933.
CORPORATE ACCOUNTING PRACTICES
The Company will maintain accounting and internal control systems and records consistent with Generally Accepted Accounting Principles (GAAP), as well as applicable laws and regulations, in order to provide reasonable assurance that the Company's assets are safeguarded against loss, and that the Company's financial records are reliable for preparing financial statements.
Recently, it has become apparent that GAAP is subject to diverse definitions. Capitol Bancorp Ltd.'s financial statements are audited by an independent auditing company. In addition, each of the affiliated entities are subject to an independent audit. Capitol Bancorp Ltd. represents that our financial statements accurately represent the financial condition of the corporation and, in all material respects, may be relied upon by the general public, investors, shareholders and regulatory agencies.
CORPORATE OPPORTUNITIES
Employees, officers and directors are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee may use corporate property, information, or position for improper personal gain, and no employee may compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
INVOLVEMENT WITH OUTSIDE BUSINESS ENTITIES
Acceptance of outside employment and participation in the affairs of outside organizations must be reported to the Corporate Human Resources Department or Chief Operating Officer. Outside employment must not conflict in any way with the employee's responsibilities.