Code of Conduct and Ethics Policy
Table of Contents
Purpose and Scope....................................................1
Responsibilities ....................................................2
Policy and Practices ...............................................2
Regulatory Reference ...............................................6
Related Policies and Procedures .....................................6
Renewal/Review ......................................................7
Modification History ................................................7
PURPOSE AND SCOPE
QCR Holdings, Inc. (the "Company") has established this Code of Business Conduct
and Ethics (the "Code") to provide all employees, officers and directors of the
Company with general guidance in fulfilling their ethical responsibilities to
the Company. Please note that all references to the "Company" include QCR
Holdings, Inc. and the Company's wholly owned subsidiaries. All reference to
"Board of Directors" is the QCR Holdings, Inc board of directors only.
The three main principles that are expressed throughout this Code, and that are
the major tenets of all ethical conduct for employees, officers and directors of
the Company, are:
o Respect for and compliance with the laws and regulations of the United
States, and the states, counties, cities and other jurisdictions, in which
the Company conducts its business as well as all other laws and
regulations that are applicable to the Company;
o Loyalty to the interests of the Company'sstockholders and
o Mutual respect of each other.
These principles require that employees, officers and directors of the Company
act in a manner that will ensure: o Honest and ethical conduct, including the
ethical handling of actual or apparent conflicts of interest between personal
and professional relationships;
o Avoidance of conflicts of interest, including disclosure to an
appropriate person or persons (identified later in this Code) of any
material transaction or relationship that reasonably could be expected
to give rise to such a conflict;
o Full, fair, accurate, timely and understandable disclosure in reports
and documents that the Company files with, or submits to, the
Securities and Exchange Commission and in other public communications
made by the Company;
o Compliance with applicable governmental laws, rules and regulations; and
o Prompt internal reporting of violations of this Code to an appropriate
person or persons.
This Code does not summarize or address all ethical questions or specific
situations that might arise. Rather, it is designed to provide you with general
guidance on ethical obligations in the performance of your duties to the
Company. Situations are not always clear-cut. Therefore, you should consult with
the Vice President, Internal Control Manager for more information on any issues
not addressed in this Code as they arise. In certain instances, review and
approval by the Company's Board of Directors or a committee of the Board may be
required. The Company has established a disclosure and reporting process that
all directors, officers, and employees should use. The Vice President, Internal
Control Manager can assist you with this process.
Discipline
Any director, officer or employee who violates this Code will be subject to such
disciplinary action as the Company's Board of Directors determines appropriate
following an investigation by the Board of Directors of all relevant facts and
circumstances surrounding the violation. Such disciplinary action may include
suspension, suspension without pay, censure, or any other action that the Board
of Directors deems appropriate, including termination from the Company.
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RESPONSIBILITIES
This policy applies to all employees, officers and directors of the Company.
Officers and managers are responsible for the review of practices and procedures
in place to help ensure compliance with this Code, and for the following:
o Ensure that current and new employees are trained on the Code,
o Regularly stress to all employees the need for a commitment to the principles
of this Code, o Ensure that operations are in accordance with the highest
principles of business ethics, and o Maintain a work environment that
encourages open communications regarding the importance of operating
under these principles and to reinforce the lines of communication
available to employees to resolve concerns related to this Code.
POLICY AND PRACTICES
Conflict of Interest
The Company requires you to act in the best interests of the Company and to
avoid conflicts of interest, or even the appearance of a conflict of interest,
between your professional obligations to the Company and your personal or
private interests. The Company has defined a "conflict of interest" to be any
situation in which your own interests could compete with the business of the
Company or interfere with your responsibilities at the Company.
The appearance of a conflict of interest is just as important as an actual
conflict, and may result in harm to the reputation of employees, officers,
directors and the Company. Therefore, it is important that you disclose all
potential personal and business conflicts of interest to the President of the
Company or your subsidiary President, as applicable, including those cases where
you are unintentionally placed into a conflict of interest.
Conflicts of interest are prohibited as a matter of Company policy, except under
guidelines approved by the Audit Committee of the Board of Directors. It is
impractical to set guidelines for all situations in which a conflict of interest
may arise. However, guidelines for more common situations are provided below. If
a conflict or a potential conflict arises in a situation not discussed below, or
if application of the guidance is unclear, you should consult with the Vice
President, Internal Control Manager. In certain instances, review and approval
by the Company's Board of Directors or a committee of the Board may be required.
1. Outside business relationships or other activities outside the Company
Participation in any outside business or other outside activity involves
responsibilities and risks of which you need to be aware and need to be
willing to assume. The following are some examples of this type of activity
that may cause a conflict of interest. You should discuss your involvement
in any of these types of situations with the President of the Company or
your subsidiary President, as applicable, as Board approval may be
required.
o Owning a material financial interest in a competitor of the Company or
an entity that does business or seeks to do business with the Company;
o Being employed by, performing services for, serving as an officer of,
or serving on the board of directors of any such entity;
o Making an investment that could compromise one's ability to perform
his or her duties to the Company;
o Having an immediate family member who engages in any of the activities
identified above; or
o Having involvement in any form of personal or business relationship
with a customer that could directly affect your ability to make an
independent decision to extend credit, accept or process loan
payments, modify loan terms and conditions, or otherwise administer
any other aspect of the customer's business or relationship with the
Company. Involvement as an officer, director, or other high office
involvement with a customer that has a criticized lending relationship
with the Company should be avoided, and further review of the
relationship must be completed by the Board.
Such entities may be either for-profit or not-for-profit, including
businesses, places of worship, community organizations, professional
organizations, etc. Involvement in any outside activity that may present a
potential conflict of interest must be disclosed to the Company via its
formal disclosure process, and may require Board approval before accepting
a position with the organization. Board approval is not required to
participate in a leadership activity of a non-profit organization unless
there is a lending or trust relationship or some other potential conflict
of interest between the organization and the Company, such as having
signing authority or some other level of control or authority over any
deposit, credit or trust accounts the organization maintains with the
Company.
2. Business opportunities You are prohibited from:
o Taking any opportunities that properly belong to the Company or that
are discovered through the use of company property, information or
position;
o Using corporate property, information or position for personal gain;
and
o Competing with the Company.
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3. Loans
Loans to, or guarantees of obligations of, employees, officers and
directors and their respective family members and companies or other
organizations in which they have an interest, either financial or
otherwise, may create conflicts of interest, unless, however, such
arrangements are made in compliance with the rules and regulations of the
relevant banking regulatory agencies covering insider loans.
4. Gifts and other special benefits
You should not seek or accept for your own benefit, or for the benefit of
any immediate family member, any favors, preferential treatment, special
benefits, special documents, gifts or other consideration as a result of
your association with the Company or any company that does business with
the Company, except those usual and normal benefits directly provided by
the Company or any such entities. Employees, officers and directors must
comply with the Company's Anti-Bribery Policy, a copy of which is available
in the Employee Handbook. Please contact the Human Resources Department if
you would like an additional copy of the policy.
5. Processing personal bank transactions
You are offered the same types of deposit accounts, loans and services that
the Company offers to its other customers. You are encouraged to take
advantage of the Company's products and services. However, you may not
process your own transactions, those of your immediate family, those of a
close friend, or those of an entity in which there is an interest
(financial or otherwise). While your normal duties may grant you access to
view your own account balance on the system, you may not transfer funds,
place or remove holds, process deposits or payments, or perform any other
maintenance on your accounts. Processing your own transactions creates a
conflict of interest and is a violation of Company policy.
Director Disclosure
With respect to potential conflicts of interest involving bank or holding
company directors, the Company requires that members of any board avoid
conflicts of interest by disclosing to the appropriate board all personal
interests and recusing themselves from participation in matters when there is a
conflict between the interest of the Company and their personal interest. Bank
boards should report any potential conflicts that are disclosed to the Board of
Directors, which has final authority over such matters.
Confidentiality
You must not disclose any confidential information entrusted to you by the
Company, a customer of the Company or any other party that the Company does
business with, to any third party, as set forth in the Company's Non-Disclosure
Of Confidential Business Information Policy, a copy of which is available in the
Employee Handbook. Confidential information includes, among other things,
customer information, information relating to proposed, ongoing or completed
transactions of the Company, trade secrets, confidential financial information
of the Company and business plans. In other words, confidential information
includes all non-public information that might be of use to competitors of the
Company, or harmful to the Company or its customers if disclosed. The Company's
Privacy Policy communicates when disclosure is authorized, such as in compliance
with laws, regulations or legal proceedings. Whenever feasible, you should
consult with the Company's Vice President, Internal Control Manager if you
believe you have a legal obligation to disclose confidential information.
Insider Trading
Securities laws and regulations prohibit the misuse of material non-public
information when purchasing, selling or recommending securities. Employees,
officers and directors must comply with the practices and procedures set forth
in the Company's Insider Trading Policy, a copy of which is available in the
Employee Handbook. Please contact the Human Resources Department or the
Company's Chief Financial Officer if you would like an additional copy of the
policy.
Fair Dealing
You should endeavor to deal fairly with the Company's customers, suppliers,
competitors, officers and employees. Employees, officers and directors should
not take unfair advantage of any other party through fraud, manipulation,
concealment, abuse of privileged information, misrepresentation or omission of
material facts or any other unfair practices.
Protection And Proper Use Of Company Assets
All employees, officers and directors should protect and safeguard from harm the
Company's assets. Theft, misappropriation or destruction of the Company's assets
is in direct violation of the Company's obligations to the Company's
stockholders. You should only use the Company's assets for legitimate business
purposes.
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Financial Reporting and Compliance with Controls
Employees, officers and directors must comply with all financial reporting and
other regulatory requirements applicable to the Company. All business
transactions must be reported and disclosed in a manner consistent with
generally accepted accounting principles of the United States. All employees,
officers and directors must cooperate with and assist the Company's internal and
independent auditors in the performance of their duties to the Company and must
comply with all internal control procedures established by the Company for the
safeguarding of assets and proper reporting and disclosure of financial
information.
It is critical that the Company comply with all of its regulatory disclosure
obligations. Filings by the Company with the Securities and Exchange Commission
and other regulatory bodies must be accurate and timely. Depending on your
position with the Company, you may be called upon to provide necessary
information to ensure that the Company's public reports are complete, fair and
understandable. The Company expects employees, officers and directors to take
this responsibility very seriously and to provide prompt and accurate answers to
inquiries related to the Company's public disclosure requirements.
Reporting Accounting Errors or Improprieties
Employees, officers and directors must comply with all applicable financial
reporting and accounting regulations applicable to the Company. If you have
concerns or complaints regarding questionable accounting or auditing matters of
the Company, including a failure to comply with internal controls of the Company
or to cooperate with the Company's internal or independent auditors, then you
should submit those concerns or complaints to the Audit and Compliance Committee
of the Board of Directors. Methods for anonymous reporting of any such
questionable practices are described in the Company's Whistleblower Procedures.
The procedures are available on the Company's local area network. Please contact
the Vice President, Internal Control Manager if you would like an additional
copy of the procedures.
Reporting Illegal Or Unethical Behavior
You are encouraged to talk to supervisors, managers or other appropriate
personnel about observed illegal or unethical behavior and about the appropriate
ethical conduct in a particular situation. Employees, officers or directors who
are concerned that violations of this Code or that other illegal or unethical
conduct by employees, officers or directors of the Company have occurred or may
occur must contact their supervisor, superiors or the Audit and Compliance
Committee of the Board of Directors. If you do not believe it appropriate, or
are not comfortable approaching your supervisors or superiors about your
concerns or complaints, then you must contact the Vice President, Risk
Management or the Audit and Compliance Committee of the Board of Directors of
the Company as outlined in the Company's Whistleblower Procedures. If your
concerns or complaints require confidentiality, including keeping your identity
anonymous, then this confidentiality will be protected, subject to applicable
law, regulation or legal proceedings.
General Conduct Prejudicial to the Company
Directors, officers and employees shall not engage in criminal, dishonest or
publicly disgraceful conduct, or other conduct prejudicial to the Company.
No Retaliation
The Company will not permit retaliation of any kind by, or on behalf of, the
Company by any of its employees, officers or directors against any individual
reporting violations of this Code in good faith.
Waivers to the Code of Conduct and Ethics
Only a majority of independent directors of the Board of Directors or a Board
committee comprised solely of independent directors may approve any waivers to
the Code and will be promptly disclosed as required by law or by regulation of
the Securities and Exchange Commission.
REGULATORY REFERENCE
Applicable laws and regulations include the following:
o Regulation O
o Anti-Bribery Act
o Gramm-Leach-Bliley Act
o Regulation P
o Sarbanes-Oxley Act of 2002
o Securities Exchange Act of 1934
RELATED POLICIES AND PROCEDURES
Related policies are mentioned throughout the Policy and Practices section.
RENEWAL/REVIEW
The Company's Board of Directors will be responsible for the annual review of
the Code and recommend clarifications or necessary changes to this Code.
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