Exhibit 99.5
IOWA FIRST BANCSHARES CORP.
CODE OF BUSINESS CONDUCT AND ETHICS
The Board of Directors of Iowa First Bancshares Corp. (with its subsidiaries,
the "Company") has adopted this code of ethics (this "Code") to:
o promote honest and ethical conduct, including fair dealing and the ethical
handling of conflicts of interest;
o promote full, fair, accurate, timely and understandable disclosure;
o promote compliance with applicable laws and governmental rules and
regulations;
o ensure the protection of the Company's legitimate business interests,
including corporate opportunities, assets and confidential information; and
o deter wrongdoing.
All directors, officers and employees of the Company are expected to be familiar
with the Code and to adhere to those principles and procedures set forth in the
Code that apply to them.
For purposes of this Code, the "Code of Ethics Contact Person" will be different
for various employees. For Directors and Executive Officers, the contact person
will be the Chairman of the Audit Committee. For all other employees the contact
person will be the Chairman of the Board.
From time to time, the Company may waive some provisions of this Code. Any
waiver of the Code for executive officers or directors of the Company may be
made only by the Board of Directors (or the Audit Committee of the Board) and
must be promptly disclosed as required by SEC rules). Any waiver for other
employees may be made only by the Board of Directors or the Chairman of the
Board.
I. Honest and Candid Conduct
Each director, officer and employee owes a duty to the Company to act with
integrity. Integrity requires, among other things, being honest and candid.
Deceit and subordination of principle are inconsistent with integrity.
Each director, officer and employee must:
o Act with integrity, including being honest and candid while still
maintaining the confidentiality of information where required or consistent
with the Company's policies.
o Observe both the form and spirit of laws and governmental rules and
regulations, accounting standards and Company policies.
o Adhere to a high standard of business ethics.
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II. Conflicts of Interest
A "conflict of interest" occurs when an individual's private interest interferes
or appears to interfere with the interests of the Company. A conflict of
interest can arise when a director, officer or employee takes actions or has
interests that may make it difficult to perform his or her Company work
objectively and effectively. For example, a conflict of interest would arise if
a director, officer or employee, or a member of his or her family, receives
improper personal benefits as a result of his or her position in the Company.
Any material transaction or relationship that could reasonably be expected to
give rise to a conflict of interest should be discussed with the Code of Ethics
Contact Person.
Service to the Company should never be subordinated to personal gain and
advantage. Conflicts of interest should, wherever possible, be avoided.
In particular, clear conflict of interest situations involving directors,
executive offices (and other employees who occupy supervisory positions or who
have discretionary authority in dealing with any third party specified below)
may include the following:
o any significant ownership interest in any supplier or (customer)/(client);
o any consulting or employment relationship with any (customer)/(client),
supplier or competitor;
o any outside business activity that detracts from an individual's ability to
devote appropriate time and attention to his or her responsibilities with
the Company;
o the receipt of non-nominal gifts or excessive entertainment from any
company with which the Company has current or prospective business
dealings;
o being in the position of supervising, reviewing or having any influence on
the job evaluation, pay or benefit of any immediate family member; and
o selling anything to the Company or buying anything from the Company, except
on the same terms and conditions as comparable directors, officers or
employees are permitted to so purchase or sell.
Such situations, if material, should always be discussed with the Code of Ethics
Contact Person.
Anything that would present a conflict for a director, officer or employee would
likely also present a conflict if it is related to a member of his or her
family.
III. Disclosure
Each director, officer or employee involved in the Company's disclosure process,
including the Chief Executive Officer, the Chief Financial Officer and the Chief
Accounting Officer (the "Senior Financial Officers"), is required to be familiar
with and comply with the Company's disclosure controls and procedures and
internal control over financial reporting, to the extent relevant to his or her
area of responsibility, so that the Company's public reports and documents filed
with the Securities and Exchange Commission ("SEC") comply in all material
respects with the applicable federal securities laws and SEC rules. In addition,
each such person having direct or supervisory authority regarding these SEC
filings or the Company's other public communications concerning its general
business, results, financial condition and prospects should, to the extent
appropriate within his or her area of responsibility, consult with other Company
officers and employees and take other appropriate steps regarding these
disclosures with the goal of making full, fair, accurate, timely and
understandable disclosure.
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Each director, officer or employee who is involved in the Company's disclosure
process, including without limitation the Senior Financial Officers, must:
o Familiarize himself or herself with the disclosure requirements applicable
to the Company as well as the business and financial operations of the
Company.
o Not knowingly misrepresent, or cause others to misrepresent, facts about
the Company to others, whether within or outside the Company, including to
the Company's independent auditors, governmental regulators and
self-regulatory organizations.
o Properly review and critically analyze proposed disclosure for accuracy and
completeness (or, where appropriate, delegate this task to others).
IV. Compliance
It is the Company's policy to comply with all applicable laws, rules and
regulations. It is the personal responsibility of each employee, officer and
director to adhere to the standards and restrictions imposed by those laws,
rules and regulations.
It is against Company policy and in many circumstances illegal for a director,
officer or employee to profit from undisclosed information relating to the
Company or any other company. Any director, officer or employee may not purchase
or sell any of the Company's securities while in possession of material
nonpublic information relating to the Company. Also, any director, officer or
employee may not purchase or sell securities of any other company while in
possession of any material nonpublic information relating to that company.
Any director, officer or employee who is uncertain about the legal rules
involving a purchase or sale of any Company securities or any securities in
companies that he or she is familiar with by virtue of his or her work for the
Company, should consult with the Executive Vice President, Chief Operating
Officer and Treasurer before making any such purchase or sale.
V. Reporting and Accountability
The Audit Committee is responsible for applying this Code to specific situations
in which questions are presented to it and has the authority to interpret this
Code in any particular situation. Any director, officer or employee who becomes
aware of any existing or potential violation of this Code is required to notify
the Code of Ethics Contact Person promptly. Failure to do so is itself a
violation of this Code.
Any questions relating to how this Code should be interpreted or applied should
be addressed to the Code of Ethics Contact Person. A director, officer or
employee who is unsure of whether a situation violates this Code should discuss
the situation with the Code of Ethics Contact Person to prevent possible
misunderstandings and embarrassment at a later date.
Each director, officer or employee must:
o Notify the Code of Ethics Contact Person promptly of any existing or
potential violation of this Code.
o Not retaliate against any other director, officer or employee for reports
of potential violations that are made in good faith.
The Audit Committee shall take all action they consider appropriate to
investigate any violations reported to them. If a violation has occurred, the
Company will take such disciplinary or preventive action as it deems
appropriate, after consultation with the Audit Committee in the case of a
director or executive officer, or the Chairman of the Board in the case of any
other employee.
From time to time, the Company may waive some provisions of this Code. Any
waiver of the Code for executive officers or directors of the Company may be
made only by the Board of Directors (or the Audit Committee of the Board) and
must be promptly disclosed as required by SEC rules). Any waiver for other
employees may be made only by the Board of Directors or the Chairman of the
Board.
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VI. Corporate Opportunities
Directors, officers and employees owe a duty to the Company to advance the
Company's business interests when the opportunity to do so arises. Directors,
officers and employees are prohibited from taking (or directing to a third
party) a business opportunity that is discovered through the use of corporate
property, information or position, unless the Company has already been offered
the opportunity and turned it down. More generally, directors, officers and
employees are prohibited from using corporate property, information or position
for personal gain and from competing with the Company.
Sometimes the line between personal and Company benefits is difficult to draw,
and sometimes there are both personal and Company benefits in certain
activities. Directors, officers and employees who intend to make use of Company
property or services in a manner not solely for the benefit of the Company
should consult beforehand with the Code of Ethics Contact Person.
VII. Confidentiality
In carrying out the Company's business, directors, officers and employees often
learn confidential or proprietary information about the Company, its customers,
suppliers, or joint venture parties. Directors, officers and employees must
maintain the confidentiality of all information so entrusted to them, except
when disclosure is authorized or legally mandated. Confidential or proprietary
information of the Company, and of other companies, includes any non-public
information that would be harmful to the relevant company or useful or helpful
to competitors if disclosed.
VIII. Fair Dealing
We have a history of succeeding through honest business competition. We do not
seek competitive advantages through illegal or unethical business practices.
Each director, officer and employee should endeavor to deal fairly with the
Company's customers, service providers, suppliers, competitors and employees. No
director, officer or employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any unfair dealing practice.
IX. Protection and Proper Use of Company Assets
All directors, officers and employees should protect the Company's assets and
ensure their efficient use. All Company assets should be used only for
legitimate business purposes.
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