EXHIBIT 14
CODE OF ETHICS
Code of Ethics
For Chief Executive Officer and Senior Financial Officers
of BCB Bancorp, Inc.
It is the policy of BCB Bancorp, Inc. that the Chief Executive Officer
("CEO"), and Chief Financial Officer ("CFO") of BCB Bancorp, Inc. (hereinafter
referred to as the "Company") adhere to and advocate the following principles
governing their professional and ethical conduct in the fulfillment of their
responsibilities:
1. Act with honesty and integrity, avoiding actual or apparent
conflicts between his or her personal, private interests and the
interests of the Company, including receiving improper personal
benefits as a result of his or her position
2. Perform responsibilities with a view to causing periodic reports and
other documents filed with the SEC to contain information which is
accurate, complete, fair and understandable.
3. Comply with laws of federal, state, and local governments applicable
to the Company, and the rules and regulations of private and public
regulatory agencies having jurisdiction over the Company.
4. Act in good faith, responsibly, with due care, and diligence,
without misrepresenting or omitting material facts or allowing
independent judgment to be compromised.
5. Respect the confidentiality of information acquired in the course of
the performance of his or her responsibilities except when
authorized or otherwise legally obligated to disclose. Do not use
confidential information acquired in the course of the performance
of his or her responsibilities for personal advantage.
6. Proactively promote ethical behavior among subordinates and peers.
7. Use corporate assets and resources employed or entrusted in a
responsible manner.
8. Do not use corporate information, corporate assets, corporate
opportunities or one's position with the Company for personal gain.
Do not compete directly or indirectly with the Company.
9. Comply in all respects with the Company's Code of Business Conduct
and Ethics, which shall be deemed to be a part of this Code of
Ethics for purposes of Section 406 of the Sarbanes-Oxley Act of
2002.
10. Advance the Company's legitimate interests when the opportunity
arises.
It is also the Policy of BCB Bancorp, Inc. that the CEO and CFO of the
Company acknowledge and certify to the foregoing annually and file a copy of
such certification with the Audit Committee of the Board.
The Nominating and Corporate Governance Committee shall have the power to
monitor, make determinations, and recommend action to the Board with respect to
violations of this Code of Ethics, except for paragraph 2, 3 and 4 with respect
to which the Audit Committee shall have such power.
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BCB Bancorp, Inc.
Code of Business Conduct and Ethics
Section 1 - Overview
1.1 Purpose of the Code
This Code of Business Conduct and Ethics ("Code") is intended to deter
wrongdoing and promote:
o Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o Full, fair, accurate, timely and understandable disclosure in
documents the Company files with, or submits to, the Securities and
Exchange Commission ("SEC") and in all public communications made by
the Company;
o Compliance with applicable governmental laws, rules and regulations;
o Prompt internal reporting to designated persons of violations of the
Code; and
o Accountability for adherence to the Code.
1.2 Application of the Code
The Code applies to all directors (where applicable), officers and employees of
BCB Bancorp, Inc. and its subsidiaries and affiliates (the "Company"), including
Bayonne Community Bank. The Code applies to all employee decisions and
activities within the scope of employment, or when representing the Company in
any capacity. A copy of the Code will be included in the orientation package
provided to new employees. Following review of the Code, new employees will be
asked to sign a written confirmation that they have reviewed the Code in its
entirety, and agree to adhere to its provisions. Existing employees will be
asked to review the Code each time it is revised, and will periodically receive
training on the Code from the Compliance Department. All Company managers should
be familiar with the requirements of the Code, and should encourage employees to
apply the Code to their daily activities and decisions, and to seek guidance
from the appropriate individuals when additional information or explanation is
needed. Each executive officer and director shall affirm annually to the entire
board of directors that the executive officer or director has read and complied
with the Code, and that they do not know of any unreported violations of the
Code.
Copies of the Code may be obtained from Human Resources. The Code will also be
incorporated into the Employee Handbook.
1.3 Obtaining Guidance
If you need additional explanation regarding a particular provision of the Code,
or if you need guidance in a specific situation, please contact your immediate
supervisor. If you are uncomfortable speaking to your immediate supervisor, or
if you require additional guidance after having consulted with your supervisor,
you are encouraged to contact any of the following individuals:
Chief Ethics Officer/Chief Compliance Officer
Ms. Janice Rodrigo
(201) 823-0700
Janrod@optonline.net
Ms. Jacqueline Cabrera,
(201) 823-0700 ext. 3113
You may contact any manager or for guidance on any sensitive personal matter,
such as possible discrimination or harassment.
1.4 Reporting Violations of the Code
Acting with the highest standard of ethics and integrity is critical to the
success of our Company, and must be reflected in our daily decisions and
actions. It is the duty and responsibility of each employee and director to
understand and adhere to the principles provided in the Code so that potential
issues may be effectively and efficiently resolved and the valuable reputation
of the Company preserved. Any known or suspected violation of the Code must be
promptly reported. This includes violations or possible violations involving
you, another employee, including managers, or an agent acting on behalf of the
Company. Any violation of law, rule or regulation applicable to the Company
and/or corporate policy is also a violation of this Code. Violations of the Code
may result in disciplinary action including, in severe situations, immediate
termination of employment.
If you know of or suspect a violation of the Code, including actions or failures
to act, immediately report the matter to your manager, the compliance designee
of your business unit, or any of the persons listed in Section 1.3. Concerns or
complaints regarding accounting, internal accounting controls or auditing
matters that arise in the ordinary course of business and that cannot be
resolved with your immediate supervisor should be directed to the Chief Ethics
Officer/Chief Compliance Officer at the number and e-mail address in Section
1.3. If you are not comfortable reporting a known or suspected violation in
person, you may contact the Corporate Code of Business Conduct and Ethics
Hotline at (201) 823-0700, ext. 3113 to leave a confidential message.
In addition, concerns regarding questionable accounting, internal accounting
controls or auditing matters may be made directly to the Chairman of the Audit
Committee by calling 1-201-823-3900.
All concerns or complaints will be promptly investigated and appropriate action
taken. No person expressing concerns or complaints will be subject to any
disciplinary or other adverse action by the Company absent a knowingly false
report. All concerns or complaints may be made anonymously and will remain
confidential. Please provide sufficient information to allow parties to properly
investigate your concerns or complaints. The Company will retain a record of all
concerns and complaints, and the results of its investigations, for five years.
Section 2 - Confidentiality of Information
2.1 General
Every director and employee has a strict responsibility to safeguard all
confidential Company information entrusted to (or known by) him or her. Each
employee must respect and maintain confidentiality regarding the transactions
and affairs of the Company.
A customer's financial or personal information is strictly confidential and must
never be used or disclosed in an improper or inappropriate manner. This
information may not be used as a basis for personal investment decisions.
Employees and directors must treat confidential customer information in
accordance with the provisions of this Code as well as the Company's Privacy
Policy, which is deemed a part of this Code.
Financial information about the Company is not to be given to persons outside
the Company unless it has been reported to the shareholders or has otherwise
been made available to the public. Exceptions to this
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general policy include disclosure to attorneys, accountants and other
professionals working on behalf of the Company, as well as regulatory examiners.
Any and all subpoenas of or for information received by an employee or director
of the Company shall be forwarded to the President and Chief Executive Officer
for review and response.
Employees possessing information that could influence decisions regarding the
purchase or sale of Company stock must take precautions to ensure that this
information is not inappropriately shared with others, including other
employees. Employees and directors with material nonpublic information cannot
buy or sell Company stock.
This section also applies to information inadvertently received by directors or
employees, including e-mails, facsimile transmissions, all types of mail,
including inter-office mail, and all other forms of written, verbal or
electronic communications.
2.2 Examples of Confidential Information
o The identity of customers and potential customers and their
personal, business and financial information;
o Non-public business and financial information of the Company;
o Personal information regarding any employee of the Company;
o Personal or non-public business information regarding any supplier,
vendor or agent of the Company;
o Information related to, including the identity of, potential
candidates for mergers and acquisitions;
o Information regarding the Company's business strategies, plans or
proposals;
o Information related to computer software programs, whether
proprietary or standard;
o Information related to documentation systems, information databases,
customized hardware or other information systems and technological
developments;
o Manuals, processes, policies, procedures, compositions, opinion
letters, ideas, innovations, inventions, formulas and other
proprietary information belonging to the Company or related to the
Company's activities;
o Security information, including without limitation, policies and
procedures, passwords, personal identification numbers (PINs) and
electronic access keys;
o Communications by, to and from regulatory agencies;
o Certain communications with or from attorneys for the Company,
whether internal or external; and
o Any other information which may be deemed confidential, or which may
be protected according to the Company's Privacy Policy.
2.3 Examples of Material Inside Information
Generally, material inside information is defined as any information that is
confidential in nature, and that a reasonable investor would likely consider
important in deciding whether to buy, sell, or hold the Company's stock. The
following types of information, if not generally known or publicly announced,
should be considered material inside information and treated according to the
provisions of this Code:
o Proposals or plans for mergers and acquisitions;
o Earnings estimates or results, whether for the month, quarter or
year;
o Determinations as to cash or stock dividends to be paid by the
Company;
o New product innovation, development or implementation;
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o Major litigation, adverse regulatory proceedings or material threat
of either event;
o Significant operational issues, including changes reserves for
losses and loss adjustment expenses;
o Significant expansion of operations, whether geographic or
otherwise, or the curtailment of current or future planned
operations; and
o Any other information which, if known, would likely influence the
decisions of investors.
Section 3 - Conflicts of Interest
3.1 General
Our ability to act fairly and with integrity is critical in maintaining the
trust we have established with our customers, our shareholders, our suppliers
and vendors, our regulators and the communities we serve. Everyone must avoid
any action or situation that conflicts with the interests of the Company or its
customers, or which gives the appearance of a conflict. The appearance of a
conflict can at times be as damaging as an actual conflict, and can diminish the
valuable relationships we have developed with others. We should consistently
conduct ourselves in the best interests of the Company, its customers,
shareholders and employees, and should avoid situations which have the potential
to impair or affect independence and objective judgment. Any potential conflict
of interest must be approved in advance by the Company's Chief Ethics Officer
listed in Section 1.3. If it involves a director or executive officer, the
matter must be approved in advance by the board of directors.
3.2 Personal or Related Business Opportunities
Directors and employees must avoid conflicts involving business opportunities
which may arise as a result of their service or employment with the Company.
These conflicts not only damage the Company's reputation but also may constitute
criminal violations of federal law. The following are brief guidelines regarding
improper business opportunities or relationships that must be reported. These
guidelines are not intended to be the only business situations that may involve
a conflict of interest.
o Accepting a business opportunity from someone doing business with or
wanting to do business with the Company that (1) is not available to
other individuals on similar terms; or (2) is made available to you
because of your position with the Company.
o Personally accepting a business opportunity that belongs to the
Company.
o Engaging in a business opportunity that competes with the Company,
whether directly or indirectly.
o Engaging in a business opportunity with the Company through an
entity in which the employee or director has an undisclosed
interest.
Employees and directors must disclose to the Chief Ethics Officer if a relative
or business associate of the employee or the director provides or is seeking to
provide goods or services to the Company.
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3.3 Employment Outside of the Company
Outside employment may compromise an employee's judgment or impede the
employee's ability to act in the Company's best interests. Accordingly,
full-time employees may not work full-time for another employer. A part-time
employee may work for another employer, and a full-time employee may work
part-time for another employer with the written approval of his/her current
supervisor provided that such employment does not place the employee in a
position of competition with the Company, whether direct or indirect.
3.4 Preferential Treatment in Providing Services
Every customer and employee is entitled to respect, courtesy and equality.
Employees must provide the highest level of professionalism and service on a
consistent and equal basis. The following are guidelines on how to avoid
preferential treatment of certain individuals or businesses.
o Employees must avoid favoring the interests of certain customers,
suppliers or other employees. All standard practices, policies and
procedures apply to all similarly situated individuals and the
general public.
o Employees must avoid giving preferential treatment to a director,
employee, customer, supplier or others because of a personal
relationship.
o Employees must avoid the appearance of, or actual preferential
treatment for themselves, relatives, friends or business associates.
Employees may not be involved in Company matters regarding their own
business or the business of their relatives, friends or business
associates. In these situations, employees should have an unrelated
employee handle the matter.
3.5 Gifts To and From Directors and Employees
Directors and employees are discouraged from accepting gifts of any kind in
their capacity as a representative or an employee of the Company. Soliciting or
accepting anything of value in connection with a business transaction may be a
violation of law, with penalties including both monetary fines and imprisonment.
A director or employee, however, is permitted to accept gifts of nominal value,
except if the gift would affect, or may be perceived to affect, the judgment or
objectivity of that individual or where there is an intention to influence or
reward any business decision or transaction, whether before or after the
decision or transaction is discussed or consummated. Gifts exceeding $100.00 in
value must be reported to the Chief Ethics Officer within ten (10) days of
receipt.
We recognize the following exceptions to the prohibition on accepting gifts,
which are listed below and which would not violate this Code:
o Meals and entertainment. Employees may periodically give or receive
meals, refreshments, or other forms of entertainment, including
tickets to sporting events, etc., if:
o The items are of reasonable value;
o The purpose of the meeting or attendance at the event is
business related; and
o The expenses would be paid by the Company as a reasonable
business expense if not provided by another party.
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o Advertising and Promotional Materials. Employees may occasionally
accept or give advertising or promotional materials of nominal
value, such as pens, pencils, notepads, calendars, etc. Gifts of
promotional and advertising materials should not exceed $100.00 in
value.
o Cash and Personal Gifts. Gifts to employees from customers generally
are intended as sincere expressions of friendship and appreciation
based on the personal relationships that often develop in the normal
conduct of business. Gifts of cash, in any amount, and any other
gifts valued in excess of $100.00, whether in the form of food,
merchandise, unusual discounts, entertainment or the use of customer
or supplier facilities, should be courteously declined as contrary
to Company policy. Properly handled, this can be done without
offense. Gifts of cash include cash equivalents such as gift
certificates, checks, money orders, securities or other items that
may readily be converted to cash. Acceptance of gifts, gratuities,
amenities or favors based on obvious family or personal
relationships (such as those between the parents, children or spouse
of a corporation official) where the circumstances make it clear
that those relationships, rather than the business of the
corporation, are the motivating factor are acceptable.
o Gifts Rewarding Service or Accomplishment. Employees may accept
gifts from a civic, charitable or religious organization
specifically related to the employee's service or accomplishment.
o Discounts or Rebates. Employees may take advantage of discounts on
the Company's products or services if they are offered to all
employees generally. Employees may also periodically accept
discounts or rebates on merchandise or services from a customer or
supplier, provided that such discounts or rebates are offered with
the same terms and conditions to all other employees, and the value
of such discounts or rebates does not exceed $100.00. This
limitation does not apply to discounts or rebates widely available
to the general public.
3.6 Gifts to Government Officials.
Various laws and regulations impose certain restrictions on giving anything of
value (including office space, meals, transportation, etc.) to elected and
appointed officials, including employees of the Company's regulatory agencies.
Registered lobbyists are subject to additional restrictions. Employees should
consult Human Resources before entertaining or providing goods or services to
these individuals.
3.7 Memberships on Corporate Boards or Advisory Committees
If you are considering accepting an invitation to serve as a board member of an
outside company, advisory board, committee or agency, you must first obtain
appropriate approval from the President and Chairman of the Board.
The Company's consent is not required for membership on the boards of charitable
or community organizations, as long as such activity does not conflict or
interfere with your duties as a Company employee and does not reflect negatively
on the Company.
In general, it is permissible to serve as a director (or in a substantially
similar capacity) of another company only under the following circumstances:
o The other company must not be a competitor of the Company or
be engaged in a business that enhances the marketability of or
otherwise supports the products or services of a competitor of
the Company.
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o If the company is one in which the Company has invested, the
prior consent of the President and Chief Executive Officer of
the Company must be obtained.
o You must not make, participate in or influence decisions on
behalf of the Company that relate to the Company's
relationship with the other company.
o The company's business must not be illegal, immoral or
otherwise reflect negatively on the Company.
3.8 Other Potential Conflicts of Interest
No statement of policy can address all situations that may present a conflict of
interest for employees. The Company must rely on the character, integrity and
judgment of its employees to avoid those situations that may create a conflict
of interest, or the appearance of a conflict. In situations not specifically
addressed in this Code, or in instances in which employees need additional
guidance or explanation regarding a particular situation, employees are
encouraged to consult their immediate supervisor, or to contact one of the
individuals referenced in Section 1.3 of this Code.
Section 4 - Use of Company Property and Company Time
4.1 General
In order to maintain our efficient operation, all Company property should be
closely protected and used primarily for business-related purposes. This
limitation includes, but is not limited to, the following:
o Employees' use of Company technology, including voicemail,
electronic mail, facsimiles, internet and other electronic
communication should be primarily for business-related purposes, and
should be used in a manner that does not adversely affect the
Company's reputation or that of its employees;
o Employees should exercise caution in safeguarding all electronic
programs and technology, data and communications, including any and
all information accessed inadvertently or in error;
o Employees should exercise a reasonable amount of caution in ensuring
the physical security of Company property, including laptop
computers, mobile telephones, pagers and other mobile equipment
belonging to the Company, especially when such property is used off
Company premises;
o Employees should not use, modify or provide access to Company
property, including facilities, records technology, data and
documentation, except as authorized in the course of employment; and
o Employees are prohibited from creating or using unlicensed copies of
computer software programs, whether proprietary or standard.
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4.2 Use of Intellectual Property
Any and all innovations created by a Company employee in his/her capacity as an
employee become the exclusive property of the Company, and cannot be used for
any other purpose without the express prior written consent of the Company.
These innovations are generally considered "intellectual property," which belong
exclusively to the Company, and include, but are not limited to, the following
examples:
o Innovations in products and services, whether actually developed and
implemented during the employee's tenure with the Company;
o All forms of expression prepared by employees of the Company in the
course of employment, including those committed to paper, e-mail,
facsimile transmissions, computer memory, audio, video or other
tangible medium;
o Any work product of an employee created or developed in the course
of employment which qualifies as an invention for patent protection;
o All confidential information such as computer software programs,
manuals, handbooks, documentation, customer lists or databases,
client profiles or marketing strategies and plans; and
o All Company names, trademarks, servicemarks, product names, program
names and other forms of identification.
4.3 Removal of Company Property
The improper removal of Company property from the premises is prohibited. This
includes unauthorized disclosure or transmittal of Company information or
Company records or materials to outside parties. Upon termination of employment
with the Company, employees are required to return all Company property to the
Company. This includes intellectual property, described in Section 4.2 above,
all hard copy and computer stored information, data and documentation, whether
originals or copies, customer lists and databases, computer hardware and
software, statistical or other scientific analysis, product pricing information,
including formulas and models, financial data and analysis, cellular telephones
and pagers, corporate credit cards and telephone access cards, facilities access
cards and keys, and any other Company information or property obtained or
acquired during an employee's tenure with the Company. To the extent permitted
by applicable law, the Company reserves the right to withhold compensation or
other payments from employees until all property has been returned.
4.4 Use of Company Time
During working hours and during any period of time that an employee is utilizing
Company facilities or equipment, employees should devote substantially all of
the employee's time to his/her employment duties.
4.5 Rebates or Refunds to Company
Payments to or by employees in the nature of a bribe or kickback are strictly
prohibited. Any rebate, refund or any form of compensation not specifically
provided by or authorized by the Company, received either directly or through a
third party and paid either to or by employees are prohibited. Company policy
permits employees to retain miles or points earned from airlines, hotels, car
rental agencies, etc., for personal use, and therefore miles or points are
excluded from the requirements of this provision.
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4.6 Accounting Practices
All employees are expected to observe and comply with generally accepted
accounting principles, the system of internal controls and disclosure controls
and procedures established by the Company and provisions of the federal
securities laws requiring that corporate books and records accurately and fairly
reflect in reasonable detail the financial condition and results of operations
of the Company. Company policies are intended to promote full, fair, accurate,
timely and understandable disclosure in reports and documents filed with, or
submitted to the SEC and in the Company's public statements. In furtherance of
these requirements, employees must practice the following:
o No false, misleading or artificial entries shall be made on
corporate books, records and reports for any reason;
o No undisclosed or unrecorded corporate funds or assets shall be
established for any purpose; and
o No payments from corporate funds or other assets shall be approved
or be made with the intention or understanding that any part of such
payment will be used for any purpose other than that described by
the documents supporting the payment. All payments must be supported
with appropriately approved purchase orders, invoices or receipts,
expense reports or other customary documents, all in accordance with
established policy.
In accordance with the rules promulgated by the SEC under the Sarbanes-Oxley Act
of 2002, it is unlawful for any officer or director of the Company or any other
person acting under the direction of such person, to take any action to
fraudulently influence, coerce, manipulate, or mislead any independent public or
certified accountant engaged in the performance of any audit of the Company's
financial statements for the purpose of rendering such financial statements
materially misleading.
Section 5 - Political, Governmental and Non-Profit Contributions and
Activities
5.1 General
Employees are encouraged to actively participate in our government and political
processes. However, participation must be in the employee's individual capacity
and not as a representative of the Company. Only lobbyists, employees and agents
of the Company who have been formally engaged to act on behalf of the Company
may participate in political activities in that capacity.
No employee may make a contribution on behalf of the Company, or offer the use
of Company facilities, equipment or personnel in connection with any political
party, candidate or election, whether partisan or non-partisan.
5.2 Holding Public Office
Generally, state and local governments have specific rules governing the
employment of individuals seeking or holding public office. Employees may be
permitted to serve in either an elected or appointed capacity for a political or
governmental office so long as those duties do not conflict with the employee's
duties and responsibilities with the Company. Employees who wish to run for an
elected political office or be appointed to a government position must obtain
approval of the Company. If approval is granted, the following guidelines will
apply:
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o Any employee also serving as a public official will not be
reimbursed by the Company for any expense incurred in seeking or
holding public office;
o Any employee also serving as a public official may not use the
Company's facilities or resources, including Company time, to
perform any activity related to the employee's public office,
including activities related to election and campaigning; and
o Any employee also serving as a public official, or seeking to be
elected or appointed to any public position, must exercise
reasonable care and judgment in avoiding the appearance of
sponsorship or endorsement by the Company, including using the
Company's names, trademarks or servicemarks in advertising or
campaign materials, or in any other form of communication or
correspondence.
5.3 Participation in Non-Profit Organizations
Employees are encouraged to actively participate in non-profit organizations
that support the communities and customers served by the Company. The Company
provides many opportunities for its employees to participate in non-profit
services and events, and also encourages employees to participate in activities
beyond those sponsored or promoted by the Company.
In instances in which an individual participates in non-profit activities or
services in their capacity as an employee of the Company, employees must do so
with the same level of ethics, professionalism and integrity exercised in the
workplace. This includes a duty to avoid situations that may present a conflict
of interest or the appearance of a conflict. Employees must not represent that
they are making decisions on behalf of the Company. Any pledge or gesture of the
Company's support or participation in a non-profit organization must receive
advance approval from Donald Mindiak at (201) 823-0700 or by e-mail at
dmindiak@optonline.
Section 6 - Personal Conduct
6.1 General
Employees are the Company's most valuable asset, and the proper conduct of
employees is essential to the success of the Company. It is imperative that all
employees conduct their daily activities, transactions and interactions with
customers, fellow employees, our regulators and others with the highest standard
of integrity and professionalism. Employees should act in a courteous and
considerate manner at all times, and should be respectful of the rights of
others. Employees are expected to refrain from any dishonest or inappropriate
act in connection with their employment. The Company, at its discretion, is the
sole determiner of what types of conduct are improper, and what, if any, action
will be taken in instances in which employees exhibit improper or inappropriate
behavior. Inappropriate behavior includes any activity through which an employee
reduces or destroys his or her effectiveness, the effectiveness of a fellow
employee, or the ability of the Company to serve its customers.
Employees are required to maintain eligibility for coverage under the Company's
fidelity bond under federal law and as a condition of employment. Employees are
also expected to exhibit appropriate behavior outside of the workplace, as
improper behavior beyond the confines of one's employment may also reflect
negatively on the Company.
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6.2 Corporate Policies
All directors and employees are required to comply with the requirements of all
policies of the Company. Directors and employees must also comply with the
procedures implementing and effectuating the provisions of these policies.
This section applies to all Company policies, including, but not limited to,
human resource policies, legal and compliance policies, privacy and security
policies, corporate governance guidelines, as well as this Code. Failure to
comply with Company policies and procedures (including this Code) may result in
disciplinary action including, in severe situations, immediate termination of
employment.
Section 7 - Administration and Waivers
7.1 Administration
This Code will be administered and monitored by the Company's Compliance
Department. General questions and requests for additional information on this
Code should be directed to this department at the telephone number and e-mail
address in Section 1.3.
7.2 Waivers and Amendments
Any requests for waivers of the Code for employees who are not executive
officers must be directed through your supervisor to the Chief Ethics
Officer/Chief Compliance Officer. Requests for waivers for directors and
executive officers must be directed to the Board of Directors. Only the Board of
Directors may waive the applicability of the Code for a director or executive
officer. Any waiver granted to directors or executive officers, including the
principal executive officer and the principal accounting officer, and the
reasons for granting the waiver, and any change in the Code applicable to
directors and executive officers, including the principal executive officer and
the principal accounting officer, must be promptly disclosed to the public as
required by law.
Any amendments to the Code must be approved by the board of directors of the
Company.
7.3 Miscellaneous
It is the Company's intention that this Code of Business Conduct and Ethics be
the written code of ethics under Section 406 of the Sarbanes-Oxley Act of 2002,
complying with the standards set forth in SEC Regulation S-K Item 406.
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