Exhibit 99.1
SECTION 100 POLICIES
107 OTHER POLICIES
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
-----------------
107.5 CODE OF ETHICS POLICY.................................................2
Senior Financial Officer..............................................3
Confidentiality.......................................................3
Conflicts of Interest and Corporate Opportunities.....................4
Insider Trading.......................................................6
Extensions of Credit..................................................7
Outside Activities....................................................7
Outside Employment....................................................8
Fair Dealing..........................................................9
Protection and Proper Use of CCOW Property...........................10
Personal Financial Responsibility....................................10
Compliance with Laws, Rules and Regulations..........................11
Expressions of Opinions..............................................11
Other Guidelines.....................................................12
No Retaliation.......................................................12
Reporting of Illegal or Unethical Behavior...........................12
Administration and Waiver of Code of Ethics..........................13
- --------------------------------------------------------------------------------
CCOW POLICY MANUAL
Last Revision: 11/04 Board Approved: 11/30/04 Page 1 of 14
SECTION 100 POLICIES
107 OTHER POLICIES
- --------------------------------------------------------------------------------
107.5 CODE OF ETHICS POLICY
Philosophy
Capital Corp of the West and affiliate(s) hereinafter referred to as
CCOW are committed to the highest standards of legal and ethical
business conduct and we seek to foster an environment of awareness
where the prompt reporting of any unethical or illegal behavior or any
violation of our corporate policies, is protected, encouraged and dealt
with fairly. Ethical conduct is an inherent obligation of our directors
and team members and, in furtherance of our commitment and consistent
with our core values we have adopted the following Code of Ethics.
This Code of Ethics governs the actions and working relationships of
CCOW team members and directors with its current and potential
customers, consumers, fellow team members and directors, competitors,
government and self-regulatory agencies, the media, and anyone else
with whom CCOW has contact. These relationships are essential to the
continued success of CCOW as a leading financial service's provider.
Compliance with this code is mandatory and it is the responsibility of
each of our directors and team members to read and become familiar with
the ethical standards described here within.
This Code of Ethics:
o Requires the highest standards for honest and ethical conduct,
including proper and ethical procedures for dealing with actual
or apparent conflicts of interest between personal and
professional relationships.
o Requires full, fair, accurate, timely and understandable
disclosure in the periodic reports required to be filed by CCOW
with governmental and regulatory agencies.
o Requires compliance with applicable laws, rules and regulations.
o Addresses potential or apparent conflicts of interest and
provides guidance for team members and directors to communicate
those conflicts to CCOW.
o Addresses misuse or misapplication of CCOW property and corporate
opportunities.
o Requires the highest level of confidentiality and fair dealing
within and outside the CCOW environment.
o Requires reporting of any illegal behavior.
- --------------------------------------------------------------------------------
CCOW POLICY MANUAL
Last Revision: 11/04 Board Approved: 11/30/04 Page 2 of 14
SECTION 100 POLICIES
107 OTHER POLICIES
- --------------------------------------------------------------------------------
Senior Financial Officer
For purposes of this policy, senior financial officers are defined as
the Chief Executive Officer, Chief Financial Officer, Chief Investment
Officer/Treasurer and Controller of CCOW.
In addition to the other requirements of the Code of Ethics, Senior
Financial Officers must ensure:
o Business transactions are properly authorized and completely and
accurately recorded on the Company's books and records in accordance
with Generally Accepted Accounting Principles (GAAP) and established
company financial policy.
o The retention or proper disposal of Company records shall be in
accordance with established financial policies and applicable legal
and regulatory requirements.
o Disclosure in the periodic reports required by the issuer is
accurate, complete, objective, relevant, timely and understandable.
o Compliance with applicable laws, rules and regulations of federal,
state, and local governments (both United States and foreign) and
other appropriate private and public regulatory agencies.
Senior Financial Officials also must:
o Act in good faith, with due care, competence and diligence, without
misrepresenting material facts or allowing independent judgment to
be subordinated.
o Respect the confidentiality of information acquired in the course of
employment.
o Share knowledge and maintain skills necessary and relevant to CCOW's
needs.
o Proactively promote ethical and honest behavior within the CCOW
environment.
o Assure responsible use of and control of all assets, resources and
information of CCOW.
Confidentiality
Nonpublic information regarding CCOW or its businesses, team members,
customers and suppliers is confidential. As a CCOW team member or
director, you are trusted with confidential information. You are only
to use such confidential information for the business purpose intended.
You are not to share confidential information with anyone outside of
CCOW, including family and friends, or with other team members who do
not need the information to carry out their
- --------------------------------------------------------------------------------
CCOW POLICY MANUAL
Last Revision: 11/04 Board Approved: 11/30/04 Page 3 of 14
SECTION 100 POLICIES
107 OTHER POLICIES
- --------------------------------------------------------------------------------
duties. You will be required to sign a specific confidentiality
agreement in the course of your employment at CCOW. You remain under an
obligation to keep all information confidential even if your employment
with CCOW ends.
The following is a non-exclusive list of confidential information:
o Trade secrets, which include any business or technical information,
such as formula, program, method, technique, compilation or
information that is valuable because it is not generally known.
o Information from a business plan or other confidential material that
would be beneficial to competitors or investors.
o Comments on highly controversial or sensitive subjects. If the
company is to respond on these matters, senior management will
reply.
o All rights to any invention or process developed by a team member
using CCOW facilities or trade secret information, resulting from
any work for CCOW, or relating to CCOW's business, is considered to
be work-for-hire under the United States copyright laws and shall
belong to CCOW.
o Proprietary information such as customer lists and customer's
confidential information. Of particular concern is unintentional
disclosure which includes leaving confidential information on
copiers, fax machines, printers, and desks or in other places where
they may be viewed by either unauthorized individuals, which include
team members without a need-to-know, customers, clients, vendors,
or service providers.
o Public and media communications involving CCOW must have prior
clearance from the President/CEO or the Chief Marketing Officer of
CCOW.
o Information regarding the relationship between the company and
present and former team members. Any verbal or written request
regarding disclosure of information of past and present team members
should be directed to the Human Resources Department.
o State and federal examiners and other agency reports are strictly
confidential. Information contained in the reports should not be
communicated to anyone not officially connected with the company.
Conflicts of Interest and Corporate Opportunities
Our directors and team members should not be involved in any activity
that creates or gives the
- --------------------------------------------------------------------------------
CCOW POLICY MANUAL
Last Revision: 11/04 Board Approved: 11/30/04 Page 4 of 14
SECTION 100 POLICIES
107 OTHER POLICIES
- --------------------------------------------------------------------------------
appearance of a conflict of interest. A "conflict of interest" exists
when a person's private interest interferes or appears to interfere in
any way with the interests of CCOW. You are expected to avoid all
situations that might lead to a real or apparent material conflict
between your self-interest and your duties and responsibilities as a
team member or director of CCOW. Any position or interest, financial or
otherwise, which could materially conflict with your performance as a
team member or director of CCOW, or which affects or could reasonably
be expected to affect your independence or judgment concerning
transactions between CCOW, its customers, suppliers or competitors or
otherwise reflects negatively on CCOW, would be considered a conflict
of interest.
Using confidential information about CCOW or its businesses, team
members, directors, customers, consumers or suppliers for personal
benefit or disclosing such information to others outside your normal
duties is prohibited.
Title 18 U.S. Code, Section 215, makes it a criminal offense for any
CCOW team member to corruptly:
o Solicit for himself or herself or for a third party anything or
value from anyone in return for any business, service or
confidential information of CCOW or;
o Accept anything of value (other than normal authorized compensation)
from anyone in connection with the business of CCOW, either before
or after a transaction is discussed or consummated.
Team members and directors, on behalf of CCOW, are prohibited from:
o Personally benefiting from opportunities that are discovered through
the use of CCOW property, contacts, information or position.
o Accepting employment or engaging in a business (including consulting
or similar arrangements) that may conflict with the performance of
your duties or CCOW's interest.
o Soliciting, demanding, accepting or agreeing to accept anything of
value from any person in conjunction with the performance of your
employment or duties at CCOW.
o Acting on behalf of CCOW in any transaction in which you or your
immediate family has a direct or indirect financial interest.
o Providing gifts and entertainment of a nominal value (generally not
to exceed $100) are acceptable, to the extent that they are fit and
suitable under the circumstances, meet the standards of ethical
business conduct and involve no element of concealment. Gifts given
to customers or suppliers should be approved by an officer
authorized to approve business
- --------------------------------------------------------------------------------
CCOW POLICY MANUAL
Last Revision: 11/04 Board Approved: 11/30/04 Page 5 of 14
SECTION 100 POLICIES
107 OTHER POLICIES
- --------------------------------------------------------------------------------
expense claims.
o Making direct or indirect contribution of funds or other property of
the bank in connection with a candidate to any state or federal
political office. Contributions may be made to candidates of any
local office only when the prior approval of the President/CEO of
CCOW is first obtained. Company expenditures of a nonpartisan nature
may be made in support of public issues of concern to the company,
such as for political education, "get out and vote," etc.
There are certain situations in which you may accept a personal benefit
from someone with whom you transact CCOW business such as:
o Accepting a gift in recognition of a commonly recognized event or
occasion (such as a promotion, new job, wedding, retirement or
holiday). An award in recognition of service and accomplishment may
also be accepted without violating these guidelines so long as the
gift does not exceed $100 from any one individual in any calendar
year.
o Accepting something of value if the benefit is available to the
general public under the same conditions on which it is available to
you.
o Accepting meals, refreshments, travel arrangements and
accommodations and entertainment of reasonable value in the course
of a meeting or other occasion to conduct business or foster
business relations if the expense would be reimbursed by CCOW as a
business expense if the other party did not pay for it.
Directors and team members should be sensitive to any situation where there
is the potential for a conflict of interest or the appearance of a conflict
of interest. Judgment on whether a conflict of interest exists can be
difficult to make and therefore, directors and team members who are uncertain
should promptly consult with the following to determine the appropriate
course of action:
Executive Officers.......Chief Executive Officer
Directors................Chair of the Board of Directors Team
Members..................Director of Human Resources
Members of the Board of Directors have a special responsibility because our
directors are prominent individuals with other responsibilities. To avoid
other conflicts of interest, Directors are expected to recuse themselves from
participation in any decision in which there is a conflict between their
personal interests and the interest of CCOW.
Insider Trading
It is both unethical and illegal to buy, sell, trade, recommend to
others
- --------------------------------------------------------------------------------
CCOW POLICY MANUAL
Last Revision: 11/04 Board Approved: 11/30/04 Page 6 of 14
SECTION 100 POLICIES
107 OTHER POLICIES
- --------------------------------------------------------------------------------
or otherwise participate in transactions involving CCOW common stock or
other security while in possession of material information concerning
CCOW that has not been released to the general public, but which when
released may have an impact on the market price of the CCOW common
stock or other equity security. It is also unethical and illegal to
buy, sell, trade, recommend to others or otherwise participate in
transactions involving the common stock or other security of any other
company while in possession of similar non-public material information
concerning such company. Any questions concerning the propriety of
participating in a CCOW or other company stock or other security
transaction should be directed to the CCOW Chief Financial Officer at:
209-725-7435.
Any requests of team members for "material inside information" that is
not germane to the execution of the team member's duties should be
immediately reported to the senior management of CCOW. The team member
should first inquire why such information is being requested.
Extensions of Credit
Regulation O affects, to varying degrees, extensions of credit to
insiders of the bank and, in some instances, insiders of any affiliate
of the bank. Executive Officers, Directors, and related interests of a
director or executive officers are covered under the Bank's Regulation
O policy.
Outside Activities
Before agreeing to act as a director, officer, consultant, or advisor
for any other business organization, team members should obtain the
approval of their immediate supervisor.
Directors should disclose all new directorships or potential
directorships to the Chairman of the Nominating and Board of Directors
Governance Committee in order to avoid any conflicts of interest and to
maintain independence.
CCOW encourages civic, charitable, educational and political activities
as long as they do not interfere with the performance of your duties at
CCOW. Before agreeing to participate in any civic or political
activities, you should contact your immediate supervisor.
No team member or director should enter into investment transactions
that would create, or give the appearance of creating, a conflict of
interest between the team member or director and the company or between
the company and customer. The policy covers investments for the
personal account of a team member or director as well as members of his
or her family. Such investment situations are too numerous to list all
of them. However, specific examples of such specific situations that
should be avoided are listed in the CCOW Personnel Manual under Section
05-40, "Outside Activities."
Team members are encouraged to support and take active roles in public
affairs, including civic
- --------------------------------------------------------------------------------
CCOW POLICY MANUAL
Last Revision: 11/04 Board Approved: 11/30/04 Page 7 of 14
SECTION 100 POLICIES
107 OTHER POLICIES
- --------------------------------------------------------------------------------
and political activities. This can be accomplished through voluntary
action and involvement in such activities. Normally these activities
take place outside of normal business hours. If the efforts require
corporate time, prior approval should be obtained through the team
member's immediate supervisor.
Team members wishing to accept appointed office such as with the city,
county, state, or federal government must first seek approval of the
Chief Executive Officer. They must campaign on their own time and not
use CCOW property or services for such purposes.
Outside Employment
Team members who are considering outside employment must notify their
manager or supervisor. Team members in some positions of CCOW and its
affiliates are prohibited by law from holding outside employment.
It is contrary to company policy for a team member to engage in outside
employment that interferes, competes, or conflicts with the interests
of the company, or that will encroach on the normal working time, or
necessitates such long hours as to impair the team member's ability to
meet regular job responsibilities of the company. A team member may be
required to withdraw from a paid outside activity at such a time as
management determines it is in the best interest of the team member
and/or company.
Such employment or activity must be disclosed in writing with a
description of the employment or activity, along with the hours of
expected commitment on a daily basis, scope of interest, etc., and
submitted to the team member's manager. Final approval must be given by
the team member's executive officer, with a copy of the approval sent
to Human Resources. Documentation of the approval will be kept in the
team member's personnel file. If approval is denied or approved and
later revoked, the team member will be required to discontinue the
outside employment or resign from CCOW. Failure to disclose such
outside employment may be subject to corrective action, up to and
including discharge.
Even though the outside employment or activity may be approved, team
members must abstain from negotiating, processing or approving any
business transaction between CCOW and the outside organization with
which they are affiliated, whether acting as a representative of CCOW
or the outside organization.
Examples of situations arising from outside employment that may involve
a conflict of interest or be subject to criticism are:
o Employment or personally engaging in any activity that is
competitive with the company.
o Employment that involves the use of the company's equipment,
supplies, and facilities.
- --------------------------------------------------------------------------------
CCOW POLICY MANUAL
Last Revision: 11/04 Board Approved: 11/30/04 Page 8 of 14
SECTION 100 POLICIES
107 OTHER POLICIES
- --------------------------------------------------------------------------------
o Employment that involves preparation, audit or certification of
statements or documents upon which CCOW may place reliance for
lending or other purposes.
o Employment that involves the preparation of tax returns that would
be presented to CCOW.
o Employment that involves rendering investment, legal, or other
advice or exercising judgement that is predicated upon information,
reports, or analyses that are accessible from or through employment
with the company.
o Employment that may reflect adversely on the team member or on the
company.
o Employment under circumstances that may infer sponsorship or support
of the company on behalf of the outside employer or an outside
organization.
o Employment as an insurance or securities broker, agent, or
representative.
o While CCOW has no policy against team members obtaining any real
estate sales or brokerage license, specific prior approval must be
obtained when engaging in any activity requiring the use of such
license.
Additionally, in a situation where in the context of your outside
employment you propose to perform work for CCOW, specific approval must
be obtained by the appropriate executive officer where the cost of the
work/service would be expected to exceed $250 in a calendar year.
Any other outside activity or venture involving customers, vendors or
affiliates of the company that may not have been covered in the
foregoing, but raise some basis for concern, must first be reviewed and
approved by the Chief Administrative Officer. Any business or
professional listing of the team member's outside activity, as in the
telephone or other directory, is also prohibited.
Fair Dealing
Each team member and director should undertake to deal fairly with
CCOW's customers, suppliers, competitors and fellow team members.
Additionally, no one should take advantage of another through
manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other unfair-dealing
practices.
Team members must disclose prior to or at their time of hire the
existence of any employment agreement, non-compete or non-solicitation
agreement, confidentiality agreement or similar agreement with a former
employer that in any way restricts or prohibits the performance of any
duties or responsibilities of their positions with CCOW. Copies of such
agreements should be provided to Human Resources to permit evaluation
of the agreement in light of the team
- --------------------------------------------------------------------------------
CCOW POLICY MANUAL
Last Revision: 11/04 Board Approved: 11/30/04 Page 9 of 14
SECTION 100 POLICIES
107 OTHER POLICIES
- --------------------------------------------------------------------------------
member's position. In no event shall a team member use any trade
secrets, proprietary information or other similar property, acquired in
the course of his or her employment with another employer, in the
performance if his or her duties for or on behalf of CCOW.
In the event that CCOW becomes engaged in the business of serving as
executor, trustee and guardian of estates of individuals, team members
will be encouraged to recommend these services to qualified
individuals. Team members may serve as fiduciaries for members of their
own families. With respect to any other person, team members should not
seek nor accept appointment to any fiduciary or co-fiduciary position
without the written approval of the Chief Administrative Officer. Due
to the danger of customer misunderstandings, potential liability to the
CCOW, its team members, and inherent conflicts of interest, such
approval will not normally be given.
Team members should not directly or indirectly accept bequests under a
will or trust if such bequests have been made to them because of their
employment with CCOW.
Protection and Proper Use of CCOW Property
All team members and directors should protect CCOW's property and
assets and ensure their efficient and proper use. Theft, carelessness
and waste can directly impact CCOW's profitability, reputation and
success. Permitting CCOW property (including data transmitted or stored
electronically and computer resources) to be damaged, lost, or used in
an unauthorized manner is strictly prohibited. No bank information may
be used in the performance of any authorized or unauthorized
non-company related activity. Team members and directors may not use
corporate, bank or other official stationary for personal purposes.
Personal Financial Responsibility
As team members of a financial institution, it is important to
consistently demonstrate an ability to properly manage personal funds,
particularly the intelligent use of credit. This includes avoidance of the
following:
o Borrowing from customers or suppliers.
o Borrowing from other financial institutions is appropriate as long as
it is at the same terms, rates and conditions as would be offered to
other customers of similar credit worthiness.
o Borrowing from other team members is strongly discouraged, as it may
lead to animosity among team members.
o Signing on customers' accounts, unless the customer is related by blood
or marriage.
- --------------------------------------------------------------------------------
CCOW POLICY MANUAL
Last Revision: 11/04 Board Approved: 11/30/04 Page 10 of 14
SECTION 100 POLICIES
107 OTHER POLICIES
- --------------------------------------------------------------------------------
o Taking advantage of a business opportunity that rightfully belongs to
CCOW.
o Acting as principal for either themselves or their immediate families
in the supply of goods, properties or services to CCOW. This includes
purchases from CCOW of foreclosed properties and repossessed vehicles
or other personal property, unless approved by the CCOW Board of
Directors.
Compliance with Laws, Rules and Regulations
This Code of Ethics is based on CCOW's policy that all team members and
directors comply with the law. While the law prescribes a minimum
standard of conduct, this Code of Ethics requires conduct that often
exceeds the legal standard.
Certain CCOW business units have policies and procedures governing
topics covered by this Code of Ethics. These policies and procedures
reflect the special requirements of these business units.
All team members and directors are expected to demonstrate the ability
to properly manage their personal finances, particularly the prudent
use of credit. CCOW recognizes that its customers must have faith and
confidence in the honesty and character of its team members and
directors. In addition to the importance of maintaining customer
confidence, there are specific laws that outline the actions CCOW must
take regarding any known, or suspected, crime involving the affairs of
CCOW. With regard to financial affairs, a bank must make a criminal
referral in the case of any known, or suspected, theft, embezzlement,
check/debit card kiting, misapplication or other defalcation involving
bank funds or bank personnel in any amount.
Expressions of Opinions
Use of company letterhead for the purpose of personal letters,
testimonials and letters of recommendation may lead to embarrassing
situations for both the writer and the company. Accordingly, it is
inappropriate for team members or directors to use official stationery
for either personal correspondence or other non-business purposes.
Team members should also refrain from giving legal or tax advice to
customers, even if asked. The customers should be directed to seek
qualified practitioners for such advice. Team members should also be
careful not to recommend specific individuals, rather provide a list of
professionals in the professional services field requested.
- --------------------------------------------------------------------------------
CCOW POLICY MANUAL
Last Revision: 11/04 Board Approved: 11/30/04 Page 11 of 14
SECTION 100 POLICIES
107 OTHER POLICIES
- --------------------------------------------------------------------------------
Team members should seek the approval of the President of CCOW, before
making a definite commitment on behalf of CCOW, during a speech or the
creation of an article for publication.
Other Guidelines
CCOW encourages vigorous, yet fair and open competition while providing
a full range of financial services. Team members and directors are
expected to observe the highest standards of ethical conduct in
relationships with competitors. The dissimulation of rumors or
disparaging statements regarding competitors is considered
inappropriate and unethical. In addition, for ethical and legal
reasons, team members and directors are prohibited from entering into
arrangements with competitors for the purpose of controlling prices,
rates, trade prices or marketing policies or disclosing to competitors
future plans of the company which have not been disclosed generally to
the public.
It is the policy of CCOW to maintain records and accounts which
accurately and fairly reflect its assets, liabilities, receipts and
disbursements. The falsification of any records, accounts or documents
of the company is grounds for dismissal.
No Retaliation
No director or team member who in good faith reports a violation of the
Code shall suffer harassment, retaliation or adverse employment
consequence. A team member who retaliates against someone who has
reported a violation in good faith is subject to discipline up to and
including termination of employment.
Reporting of Illegal or Unethical Behavior
We hold all directors and team members individually responsible for
carrying out and monitoring compliance with this Code. Directors should
immediately report in person or in writing any known or suspected
illegal or unethical behavior to the Chair of the Board of Directors.
Team members should immediately report any known or suspected illegal
or unethical behavior to their immediate supervisors, our Director of
Human Resources, or the Chief Executive Officer. If you wish to submit
your concerns or complaints anonymously you may do so. CCOW has a
contract with a third-party, web-based reporting system and telephone
reporting option for team members to report illegal or unethical
actions at the company. This third party vendor is Ethicspoint. Their
website address is www.ethicspoint.com and their phone number is
1-866-ETHICSP.A link for Ethicspoint has been placed on the Capital
Corp Connections website and the CCOW website. There is also an
Ethicspoint icon on the company's intranet site.
- --------------------------------------------------------------------------------
CCOW POLICY MANUAL
Last Revision: 11/04 Board Approved: 11/30/04 Page 12 of 14
SECTION 100 POLICIES
107 OTHER POLICIES
- --------------------------------------------------------------------------------
Ethicspoint provides fast, clear, and thorough reports for review and
follow-up action by appropriate management at CCOW. It allows for
reporting on a variety of violations and provides a controlled and
secure means of presenting the information to the individuals
responsible for its review and disposition. The process is entirely
anonymous, thus assuring those reporting total confidentiality.
Administration and Waiver of Code of Ethics
This Code of Ethics shall be administered and monitored by the CCOW
Human Resources Department. Any questions and further information on
this Code of Ethics should be directed to this department.
All managers and direct supervisors are responsible for reviewing this
Code of Ethics with their subordinates each time a new edition of the
Code of Ethics is published. It is also the responsibility of Human
Resources to periodically reaffirm compliance with this Code of Ethics
by all team members and directors and to obtain a signed certificate
that each team member and director has read and understands the
guidelines and will comply with them. The provisions of the Code of
Ethics Policy will be included in the CCOW Team Member Handbook. The
Team Member Handbook will be issued to all new team members at the time
of employment and reissued to existing team members and officers from
time to time. Team members will be required to sign a receipt form from
the Team Member Handbook indicating they have read this Code of Ethics
and will comply with its provisions.
Team members and directors of CCOW are expected to follow this Code of
Ethics at all times. Generally, there should be no waivers to this Code
of Ethics, however, in rare circumstances conflicts may arise that
necessitate waivers. Waivers will be determined on a case-by-case basis
by the CCOW Human Resources Department with the advice, as needed, from
CCOW Legal Counsel. However, the CCOW Board of Directors must determine
waivers for directors and executive officers. For members of the board
of directors and executive officers, the Board of Directors shall have
the sole and absolute discretionary authority to approve any deviation
or waiver from this Code of Ethics. Any waiver and the grounds for such
waiver by directors or executive officers shall be promptly disclosed
to stockholders in the CCOW Corporation Annual Proxy Statement.
The board of directors shall have the sole and absolute discretionary
authority to approve any deviation or waiver from the Code of Ethics for
Senior Financial Officers. Any waiver and the grounds for such waiver for
a senior financial officer shall be promptly disclosed through a filing
with the Securities and Exchange Commission on Form 8-K. Additionally, any
change of this Code of
- --------------------------------------------------------------------------------
CCOW POLICY MANUAL
Last Revision: 11/04 Board Approved: 11/30/04 Page 13 of 14
SECTION 100 POLICIES
107 OTHER POLICIES
- --------------------------------------------------------------------------------
Ethics for senior financial officers shall be promptly disclosed to
stockholders.
Known or suspected violations of this Code of Ethics will be investigated and
may result in disciplinary action up to and including immediate termination
of employment.
- --------------------------------------------------------------------------------
CCOW POLICY MANUAL
Last Revision: 11/04 Board Approved: 11/30/04 Page 14 of 14