Investor Relations
Ethics
Statement of Policy
This Code of Ethics is offered as a guideline for the activities of agents, attorneys, directors, officers, and employees (Bank Officials) of SCBT Financial Corporation, South Carolina Bank and Trust, Credit South Financial Services and other SCBT subsidiaries (the Bank) that will promote, train, and encourage adherence in business and personal affairs to a high ethical standard. This will also help to maintain the Company as an institution that serves the public with honesty, integrity and fair dealing.
This Code of Ethics is designed to comply with the Federal Bank Bribery Law, 18U.S.C. Section 215 and the Bank Bribery Amendments Act of 1985 (P.L. 99-370, August4, 1985), which provides guidelines in connection with breaches of fiduciary duty, dishonest efforts to undermine financial institution transactions and the intent to corrupt or reward a Bank Official by influence, in connection with the business of the Bank. This Code is intended to be in complete compliance with all other Federal and State Statutes.
General Ethical Standards
A. Gifts and Gratuities
It is the Company's policy to prohibit any Bank Official from offering, giving, seeking, or accepting anything of value for himself or a third party with the intent to corruptly influence or reward one in return for any business, service, or confidential information of the Bank, either before or after a transaction is discussed or consummated. Bonafide salary, wages, fees, or other compensation paid or expenses paid or reimbursed in the normal course of business are acceptable. Further, it is against the Company's policy for any Bank Official to receive monetary (cash or check) rewards, gratuities, and/or gifts.
This policy will not be considered violated by normal and reasonable business entertainment or by gifts relating to specific events or occasions at which gifts are a customary and accepted practice. In these cases the gift should be unsolicited and not given to influence a Bank Official.
If the offer or acceptance of business entertainment or gifts exceeds $100 in value, the Bank Official shall report the offer or acceptance to the Ethics Officer in writing outlining all relevant facts pertaining to the offer or acceptance. These written disclosures and approvals/disapprovals of the Ethics Officer will be reported to the Audit Committee and the Executive Committee through the General Auditor on a quarterly basis.
The Audit Committee will report Ethics Code activity to the Executive Committee on a regular basis. A record of all disclosures and approvals will be retained along with the determination of what was received is reasonable and does not pose a threat to the integrity of the Company.
Amendments to 18 U.S.C. 215, enacted as part of the Crime Control Act, P.L. 98-473, make it a crime for Bank Officials to directly or indirectly solicit or accept anything of value from anyone in connection with a transaction or business of the Bank. If the value of the item given or received exceeds $100, violation of the Statute is a felony with a fine of not more than $1,000,000 or three times the value of the item given or received, whichever is greater, and up to 30 years in prison. If the value of the item given or received does not exceed $100, the crime is a misdemeanor with a fine of not more than $1,000 or up to one year in prison, or both.
Bank Officials should exercise due care in complying with the Statute. If there is any indication of impropriety or even the public appearance of questionable activity, the individual involved should abstain from such conduct. The confidence of the public and of those who do business with the Bank is a crucial factor in service to our community and customers. Any activity which could possibly destroy this confidence and damage the reputation of the Bank will not be tolerated.
No threat of a violation of the Federal Bank Bribery Law exists if the benefit is available to the general public under the same conditions on which it is available to the Bank Official.
B. Exceptions to the Prohibition of Accepting Gifts
Specific exceptions to the prohibition regarding acceptance of unsolicited items of value in connection with the business of the Bank are listed below. These exceptions should be normal, accepted business practices which need to comply with the spirit of the law, and care should be exercised whenever a Bank Official accepts or gives any gift. Gifts given or received as described below need not be reported.
Acceptance of gifts based on family or personal relationships independent of any business of the Bank.
Acceptance of benefits, the expense of which would be paid for by the Bank, as a reasonable business expense if not paid for by another party.
Acceptance of loans from other banks or financial institutions on customary terms to finance proper and usual activities of Bank Officials, except where prohibited by law.
Acceptance of advertising or promotional material of reasonable value.
Acceptance of discounts or rebates on merchandise or services that do not exceed those available to other customers.
Acceptance of gifts or entertainment of reasonable value that are related to commonly recognized events or occasions.
Acceptance of civic, charitable, educational, or religious organization awards for recognition of service and accomplishment.
C. Confidential Information
The safeguarding of the confidential nature of information about the Bank's transactions, its customers, and its shareholders, is essential to the proper conduct of the Bank's business. Such information obtained by Bank Officials through receipt or review of such data should be kept confidential and should be shared only with those who have a legitimate right and need to know. Aside from routine credit and personnel inquiries, confidential information concerning a customer, a shareholder or a particular business transaction may be released only with the consent of the individual or organization involved, or in response to legal process.
Confidential information obtained as a result of employment by the Bank shall not be used for the purpose of improperly advancing any private interest or of making any personal gain.
While the successful operation of the Bank depends upon the orderly flow of legitimate information throughout the organization, special care shall be exercised at all times to prevent the misuse of confidential information between departments. The Bank recognizes the dangers and urges its Officials to cultivate and maintain an awareness of the confidential nature of Bank information and that misuse of such information could violate confidence and bring discredit upon the Bank.
D. Loans to Insiders
Any loan to an executive officer, principal shareholder, or director (or related interest) must comply fully with all laws and regulations including Regulation O. Loan insiders must be on substantially the same terms as with any other bank customers of comparable credit risk. In this respect, loans cannot contain favorable interest rates and must not involve more than the normal risk of repayment. Executive Officers may participate in any employee loan program and receive the same rate consideration available to all employees under that plan. Again, loans should not be made to any Employee, Executive Officer or other insider that involves more than a normal risk of repayment.
Specific limitations on loans to insiders are provided in the Bank's Regulation O policy. This policy also addresses documentation requirements, disclosure of related interest, prior approval criteria, special limitations on loans to executive officers, aggregate lending limits, and director abstention from voting.
E. Political Involvement
It is the Bank's policy to adhere strictly to the law affecting its participation in political processes. The gift or the gratuitous use of the Bank's funds, property, equipment, supplies, and facilities, directly or indirectly, to or for the benefit of any political party, candidate, or political committee is absolutely prohibited. Although this policy does not prohibit any contribution by any Official of the Bank, acting upon his own notion as an individual, the Bank shall provide no reimbursement, directly or indirectly, to such Official on account thereof.
Bank Officials may, independently of the Bank, engage in reasonable political activity if such engagement does not utilize the Bank's time, reputation, facilities, or equipment and does not otherwise constitute a violation of the rule against corporate contribution to a political activity. An officer shall obtain the prior approval of the Executive Committee and an employee shall receive prior approval of Senior Management before announcing their candidacy for public office.
F. Personal Conduct
The Bank's image and reputation can be no better than that of its Officials and the Bank expects all of its employees to conduct their personal lives in such a manner as not to bring discredit upon the trust and respect of the Bank. The reputation that the Bank will enjoy will be attributable in large part to the examples of fair dealing, friendliness and moral rectitude that are set by the Bank's employees.
Among the most important attributes that a Bank Official can have is a reputation for wise management of his personal economic affairs and the Bank encourages its Officials to set an example for adherence to good banking practices by managing their personal affairs in such a manner that they may discharge their obligations promptly and by avoiding debt that exceeds their ability to pay.
Careless handling of personal or affiliation's business affairs may be grounds for dismissal. This would include, but not be limited to, excessive gambling, drawing checks against insufficient funds or delinquent discharge of obligations. Bank Officials should refrain from trading the Bank's stock resulting from insider knowledge. Likewise, trading in customer or supplier stock based on Bank insider knowledge should not be done.
Conflicts of Interest
A. General Policy
Directors, officers and employees will refrain from decisions involving transactions where independent judgment cannot reasonably be made. A director, officer or employee should not become involved with a banking decision relating to any party including a business associate, relative, or close personal friend, or any other party where the director, officer or employee may actually receive a significant benefit from the transaction. Directors, officers and employees must never attempt to influence the approval of such a transaction.
B. Self-dealing
The Bank recognizes the fact that some of its Officials are business persons who perform, or whose firms perform services to the Bank. The Bank has no policy against this, and in fact encourages this where possible. However, no Official shall vote on the question of his employment or compensation, when the duty to protect the Bank's interests and the opportunity for personal gain or benefit both exist.The Bank in its own non-fiduciary right shall not buy or sell any property or services from or to a Bank Official without the expressed approval of the Bank's Audit Committee. This Prohibition shall not apply to regular transactions conducted on comparable terms with those accorded other customers of the Bank in similar circumstances.
In no instance in which any Bank Official has a significant financial interest, influence,or economic benefit shall such Official vote to approve or disapprove any transaction or course of dealing between that business and the Bank.
C. Outside Employment
Except as otherwise agreed, employment by the Bank of an officer or employee shall be deemed to be "full-time". The Bank recognizes the fact that an officer or employee may be justified under some circumstances in accepting casual outside employment to be performed after working hours if no conflict with the Bank's interest is involved. However, the determination of the propriety of such outside employment should be made by the Senior Human Resources Officer or Chief Executive Officer. Under no circumstances may an officer or employee work for another bank or financial services company.
No Bank Official shall own directly or indirectly any interest in any business or enterprise if such ownership would tend to influence adversely any decision of said Official on behalf of the Bank. Ownership by the spouse or unemancipated child of the Official shall be deemed to be an indirect ownership by the Official. No Bank Official shall accept or engage in any activity, business or employment, either during or after working hours, which would conflict with the Bank's interests or diminish the ability of the Official to render to the Bank the full, loyal and undivided service which is contemplated in his or her employment by the Bank.
D. Outside Business Interests
Usurpation of Corporate Opportunities
In some instances, business opportunities may arise which are available to both the corporation, its affiliates, and one or more if its insiders. It is the policy of the Board to discourage any usurpation of corporate opportunity by its officials as a breach of fiduciary relationship between the insider and the bank. Any significant corporate opportunity shall be referred to the Audit Committee for determination.
E. Outside Directorships
The Bank recognizes the value of having Officials serve as directors of corporations who are customers or suppliers and has no policy against such directorships where the circumstances are appropriate and no real or apparent conflict of interest is involved. However, the acceptance of an outside directorship shall be selective and based upon careful exercise of judgment as to whether the same is in the best interest of the Bank. Any question as to the propriety of serving as director of any corporation shall be referred to the Audit Committee for determination prior to acceptance of the post. Bank Officials should maintain their respective outside relationships with paramount regard for the fairness and individual integrity of each interest and the Bank. All directors, officers, or employees that have any outside business interests where he or she owns, controls, or in any way affects more than 10% of the ownership in any company, will disclose such a relationship to the Board of Directors at the inception of the relationship and will further make an annual statement to the Board of Directors listing any such relationships.
Where situations exist that Officials become involved with banking transactions with their interests and it is difficult, impossible, or not in the corporation's best interest to be removed from the situation; then no concessions of availability, rate term, collateral, or structure will be made without the approval of the Board of Directors.
Where an outside directorship does involve a conflict of interest, the same shall be discouraged. The Bank is aware of the increasing tendency of regulatory authorities to encourage the elimination of interlocking directorates. The Bank's policy in these matters is to avoid the creation of any interlocks and to abide by all applicable laws, rules, and regulations.
No Official serving also as a director of any outside corporation shall vote to approve or disapprove any transaction between the Bank and said outside corporation.
F. Individual Transactions with Customers
Bank officers and employees should avoid lending or borrowing personal funds from an individual or business customer of the Bank, not only because of the potential influence on an officer or employee's judgment and decisions, but also because the grant or denial of a request for a loan imposes an unfair burden on the customer. Accordingly, borrowing by an officer or employee from a customer of the Bank shall be limited to recognized lending institutions, except with the prior approval of the Audit Committee.
G. Appearance of Conflict Bank
Officials should strive at all times to avoid not only actual conflicts of interest but the appearance there of. In many cases, the appearance of conflict can be more damaging than an actual conflict, and all Officials are encouraged to develop and maintain an attitude of awareness of those situations in which an appearance of conflict might arise.
Implementation of Policy
A. Supervision and Control
The adoption and implementation of all Bank policies stem from the authority of the Board of Directors. The Board has elected Leslie Dunn as Corporate Ethics Officer to interpret the provisions of this Code, to recommend changes there in from time to time, to monitor compliance there with, to advise the Executive Committee and Management on any apparent conflicts of interest and to do all other things helpful to the effective administration of this Code on a continuing basis. The Ethics Officer will report to the General Auditor and Chief Executive Officer quarterly.
B. Dissemination of Statement
Since the regulations of the Bank Bribery Law requires, and since a statement of policy and ethics can be no better than knowledge and awareness of it by those to whom it is directed, a copy of the Code of Ethics shall be made available to every Bank Official. The Official shall acknowledge and agree to the Code in writing. A copy shall be available to every new Official upon his employment or affiliation with the Bank, and a written acknowledgment and agreement shall be obtained from him at that time. Within a reasonable time after any amendment or revision to this policy, copies there of shall like wise be made available with new written acknowledgments and agreements.