Exhibit 14
CODE OF CONDUCT
Public confidence and trust are the foundations upon which Klamath First
Bancorp, Inc., and its subsidiaries were built. Continuing this high level of
confidence and trust means not only adhering to the legal requirements that
govern the financial services industry, but also that each of us must maintain
the highest possible standards of conduct. This Code of Conduct applies to all
Klamath First employees.
KLAMATH FIRST - ETHICS FIRST
We, Klamath First Bancorp, Inc., and our subsidiaries, are committed to
integrity and ethical business practices. Long-term success depends on ethical
and balanced treatment of our stakeholders - investors, directors, customers and
employees. Our core values are: Honesty, Enthusiasm, Accountability,
Relationships, and Teamwork - the company with a HEART.
Honesty. We will maintain controls to ensure accurate financial reporting and
will avoid using questionable accounting practices. We will use ethical sales
techniques to provide quality financial products for our personal or business
clients. We will provide the tools and training for success and will provide
objective performance feedback.
Enthusiasm. We will demonstrate excitement about our Company to employees
through training on our products, policies and core values. We will provide
exceptional customer service in a friendly, professional and courteous manner.
We will advertise in an effective, entertaining and informative manner.
Accountability. We will take pride in our work by accurately processing
transactions and promptly correcting our errors upon discovery. Each employee
will annually acknowledge in writing key standards of conduct. We will have
controls to inspect what we expect and will take appropriate and timely
corrective action should standards of conduct be violated.
Relationships. We will encourage long-term relationships with our customers,
employees and investors. We will obtain sufficient information about our
customers to meet their needs, and will protect that information from improper
disclosure to others. We will manage the company to attract investors based on
the Klamath First's fundamental value. We will provide career development,
compensation and benefits designed to attract and retain the best employees.
Teamwork. We will operate as a customer service team to provide innovative and
flexible financial solutions. We will manage the Company to ensure diverse ideas
are considered, and will support management decisions in a unified manner. We
will be active in reinvesting in the communities we serve, through donations,
community service, and community development products.
We support these core values with more detailed policies described below. We
encourage reporting to our management examples of outstanding conduct, and
incidents when conduct is less than exemplary, so we can continuously improve
our customer service and recognize employees who clearly reflect our core values
in their work.
Conflicts of Interest: A conflict of interest or the appearance of a conflict of
interest can arise when an employee either deliberately or inadvertently
advances personal interests at the expense of KF or its customers. While it
would be impossible
to list every act that could be considered a conflict of interest, here are a
few examples:
Accepting a second job or conducting business in competition with KF. For
example, if a New Accounts Representative was to obtain a securities or an
insurance license and use it to recommend or sell annuity products to customers
other than through Klamath First Financial Services, Inc., or if an employee
accepted a weekend job as a mortgage broker, that would be competing with KF.
Handling transactions on behalf of KF which directly or indirectly benefits you,
a relative or a close friend, such as approving or processing overdrafts or
cashing a check.
No other restrictions will be imposed on outside employment during an employee's
off hours provided it does not interfere with performance of duties at KF or
reflect negatively upon KF. If you have concerns about a possible conflict of
interest, consult your supervisor or the Human Resources Department. Gifts that
create a strong feeling of obligation between you and a customer, prospective
customer or vendor should neither be given nor accepted. KF's policy, in
accordance with Federal Bribery Statutes, prohibits soliciting for yourself or a
third party (other than KF) anything of value from anyone in return for any
business, service or confidential information of KF; or accepting anything of
value in connection with the business of KF, either before or after a
transaction is discussed or completed. If you are unsure about the propriety of
accepting something of value from a customer, prospective customer, vendor or
business associate, you should discuss all the relevant facts of the situation
with your supervisor and the Human Resources Department. The following
guidelines cover some of the possible situations:
You may:
Accept gifts, gratuities, or favors, not exceeding $50.00 in value, that do
not create a sense of business obligation to the giver.
Accept gifts, gratuities, amenities, or favors based on close family or
personal relationships where it is clear from the circumstances that those
relationships rather than the business of KF are the motivation factors.
Accept meals, refreshments, entertainment, provided that KF would otherwise
reimburse the expense.
Accept loans from other financial institutions on customary terms to
finance proper and usual activities such as home mortgage loans except
where prohibited by law.
Accept advertising or promotional material of nominal value, such as pens,
pencils, note pads, key chains, calendars and similar items.
Accept discounts on merchandise or services tha do not exceed those
available to other customers.
Accept gifts of reasonable value that arise from commonly recognized
business events or occasions (promotion, new job, transfer, retirement) or
a personal social occasion such as a birthday, wedding or holiday
celebration.
Accept civic, charitable, educational, or religious organizational awards
for recognition of service and accomplishment.
You may not:
Accept entertainment from a customer or busines contact that could be
interpreted as lavish such as weekend hunting or fishing trips, scarce or
expensive tickets to athletic or theatrical events and other such
activities.
Accept any trip, hotel, transportation or other accommodations from any
person or firm that could be involved in any kind of business transaction
with KF. If it is important for KF to be represented, then KF will pay for
transportation and lodging. Meals may be accepted with the above
guidelines.
KF operates with the most ethical standards. Not only do specific laws govern
our behavior, but the public's trust and confidence must be ensured.
Confidentiality: In your employment, you may acquire sensitive and confidential
information about Klamath First, other employees and Klamath First customers.
This information must be held in strictest confidence. Disclosure of this
information, except as provided in this policy, is a misuse of your position and
a breach of the trust placed in Klamath First by our customers and employees.
You may not disclose confidential information about Klamath First, its business,
its customers or its employees to any person outside Klamath First, including
your family and friends, or to any person inside
Klamath First without a business reason. This privacy of information dealing
with KF customers must be maintained at all times. Only by protecting the
confidentiality of our customer's affairs can we preserve the relationship of
trust upon which KF is built. You shall not release customer information to
those outside Klamath First without either the approval of the customer or due
legal process. You and Klamath First are responsible for complying with various
laws and regulations, such as the Bank Secrecy Act and Money Laundering Control
Act, which require us to provide certain customer information to government and
law enforcement agencies. Release of customer information in other situations
can subject you to criminal or civil sanctions as well as result in termination
of your employment.
Information regarding current and former Klamath First employees is not
disclosed to outside organizations except to the extent authorized by the
employee, necessary to respond to governmental agencies or subpoenas, or to
protect Klamath First's interests. The Human Resources Department and senior
management are the only areas authorized to respond on behalf of the company to
employment and credit inquiries on current and former employees.
Bank Secrecy Act: All employees will read the Klamath First Bank Secrecy Policy
Statement and Bank Secrecy Procedures. In addition, all cash handling staff will
review how to properly complete the CTR form 4789 and the CPMI form. All
employees are responsible for understanding KF's policy and procedures and
acknowledge that failure to comply could result in termination as well as
possible criminal charges, fines, and/or imprisonment.
Material Inside Information: Certain information acquired through your
employment with Klamath First may be considered material inside information.
Material inside information is information about Klamath First, Klamath First
Financial Services, Klamath First Bancorp, Inc. or any of its clients that is
not publicly available but which could, if disclosed, affect the buying and
selling decisions of an investor in securities. If you trade securities or
release such information you could subject yourself. Klamath First and/or
Klamath First Bancorp Inc to serious liability including monetary damages under
securities laws When responding to customers or investors, avoid phrases such as
"this would be a great investment," or "We're having a great year." These could
be perceived as giving investment advice. If you are unsure how to respond to a
particular question, refer the person to your supervisor.
Directors and senior managers are to pre-clear all securities trading through
the General Counsel or the Chief Financial Officer. Quarterly "blackout" periods
apply to directors, senior management and accounting personnel, and extends from
the last five business days of each quarter until five business days after
earnings have been announced to the public. At other times when information is
received subject to a confidentiality agreement, such as during discussions for
acquisitions or significant asset disposals, trading is not permitted by those
with the information until the matter is resolved (if not consummated) or made
public.
Solicitation on Bank Premises: Everyone has probably found themselves in
difficult situations when asked to make a purchase or donation to support some
sort of fund-raising drive or cause or business. This can disrupt normal company
operations as well as put unnecessary pressure on employees to participate.
Also, if non-employees are involved, this activity can involve trespassing.
Solicitation and/or distribution of literature by employees or non-employees on
company property (in working or non-working areas), which in any way interferes
with work, is prohibited.
Legal and/or Tax Advice: Employees are prohibited from giving or recommending
legal and/or tax advice to customers and/or other employees, unless they are
properly licensed and authorized by the Board of Directors and/or Senior
Management to do so.
Customer Service and Telephone Standards: The impression we give to our
customers should be of friendly, courteous and professional service. Visiting or
discussing non-business matters should be conducted away from the work area and
occur during break periods so employees can be ready to greet and assist
customers.
Telephone calls should be answered promptly identifying KF or the department
(whichever is applicable) as well as yourself. Personal calls must be kept to a
minimum. Personal long distance calls must not be charged to KF, this includes
non-business use of our toll-free line. Charge these calls to your home phone,
calling card or call collect. Personal calls made on company- issued cell phones
should be reimbursed to the company on a monthly basis.
Client Relations: You are expected at all times to conduct yourself in a
professional manner, cooperate cheerfully with personnel in your
branch/department and in other branches/departments. In your contacts with
clients, you represent Klamath First. We have everything to gain by being
courteous, professional, friendly and helpful.
Employment of Relatives: Relatives of KF employees may be hired with the
following exceptions:
o No relative shall be employed in any line of authority when such
assignment would place a relative in a position of exercising supervisory
authority over another relative.
o Relatives for this policy are defined as: Spouse, children, parents,
brothers, sisters and dependents, uncle, aunt, step- parents and children,
in-laws, all other relatives who live in the same household and persons who
live together in non- marital, non-related arrangements.
If a conflict arises after employment and neither employee chooses voluntarily
to transfer to another position or is unable to transfer, Senior Management and
the Human Resources Manager will decide whether to transfer, retain or terminate
the employee(s) based on all relevant facts.
Financial Responsibility: An inability to manage personal finances properly can
affect job performance adversely. A pattern of financial problems reflects on
both you and KF and can lead to disciplinary action. Employees needing financial
counseling should contact a Branch Manager, the Human Resources Manager, Senior
Management or Consumer Credit Counseling Service. Be sure to keep your personal
checking account balanced and in good order. Overdrafts on checking accounts and
check kiting (which is illegal) can be considered grounds for termination.
Harassment: Activities that disrupt other employees or that interrupt the
general work flow are contrary to KF's Harassment policy. Furthermore, harassing
another employee because of age, race, gender, religion, disability or any other
legally protected reason is intolerable. Any employee who engages in harassment
of any kind will be subject to appropriate disciplinary action up to and
including immediate dismissal. KF also seeks to protect employees from reported
harassment by non-employees in the workplace.
Harassment can result from a broad range of activities which may include but are
not limited to: ethnic slurs, racial jokes, sexual remarks, sexual visuals
(pictures, cartoons, etc.), religious slurs. persistent, offensive conduct that
unreasonably interferes with an employee's working environment.
When you have a question or concern about sexual harassment or harassment of any
kind. contact either your supervisor, the Human Resources Manager, or Senior
Management. All such matters will be investigated in a thorough, private and
timely manner.
Drug/Alcohol Use: KF has a responsibility to its employees, its customers, and
the general public to provide a healthy and safe work environment where its
employees are free from the effects of drugs, alcohol or other job-impairing
substances. KF's policy prohibits the following activities during working hours,
on KF property, on KF time, or while engaging in KF business:
being under the influence of alcohol or any illegal drug;
using any illegal drug;
the possession, transfer, purchase, sale, offering to sell or to buy,
manufacture, distribution or dispensing of alcohol, an illegal drug or
related paraphernalia.
Consuming alcoholic beverages is prohibited during normal work hours or on
KF property. For purposes of this policy, normal working hours include meal
and break periods.
Prohibited Items in the Workplace: In order to maintain a safety workplace,
Klamath First specifically prohibits possession of firearms, weapons,
explosives, hazardous materials or articles, illegal drugs or controlled
substances, drug paraphernalia, or alcoholic beverages on Klamath First
property. Prohibition applies regardless of any permit that has been
provided by the government to carry concealed weapons.
Dishonest/Criminal Acts: Every employee is covered by KF's fidelity bond.
KF will not knowingly hire or continue to employ anyone who does not
qualify for fidelity bond coverage. Coverage ceases for anyone who, either
before or during KF employment, commits or admits to a dishonest or
fraudulent act.
You will face termination and/or criminal penalties if you:
o Accept a fee, gift or commission in exchange for extending credit.
o Steal, embezzle or misapply KF funds or assets.
o Threaten violence.
o Knowingly make false entries of records
(including in SEC filings, other regulatory filings, or other public
documents) or mis-post accounts.
o Commit other criminal acts related to your employment by Klamath First.
If you become aware of dishonest or criminal acts by other employees,
including violations of this Code of Conduct, you must report this fact to
your immediate manager, Human Resources, or Senior Management. Failure to
disclose such knowledge could make you an accessory to a crime. Employees
may also anonymously report through EthicsPoint's web site at
www.ethicspoint.com, or by phoning 1-866-384-4277 (1-866-ETHICSP). Reports
through EthicsPoint are routed to the Security Officer, Chief Auditor, a
member of the board of directors' Audit Committee, and four other senior
officers. If one of these persons is the subject of a report, it is not
routed to that person.
Responsibilities and Corrective Action: As an employee you are responsible
for the following:
Conforming to the policies and standards of KF, including all applicable
governmental laws, rules and regulations.
Completing the training required to meet performance standards.
Correcting performance or other work- related problems.
Corrective action may be required if performance fails to meet KF
standards. Corrective action generally is applied progressively, relative
to the severity of the problem. The level of corrective action to be used,
the order of the steps and the length of time corrective action may be
required will vary and are at the sole discretion of KF management.
The levels of formal corrective action may include:
Verbal Warning
Written Warning
Probation Suspension with or without pay
Termination
If corrective action is required, your manager will discuss with you the details
of each and that action will be documented and will contain further written
details. Not all situations will involve each step in precisely this order. In
some cases steps may be repeated or eliminated. In any situation, the management
of Klamath First reserves the right to take any action, strictly at it's sole
discretion, that it deems necessary, up to, and including, termination of
employment.
Return of Klamath First Property: All Klamath First property must be returned to
your manager or to the Human Resources Department before leaving KF. This
includes any credit cards, keys, cell phones, laptop computers, and any other
bank equipment or property in your possession. We require that arrangements be
made concerning any outstanding debts owed to Klamath First, or to you (such as
travel expenses, mileage, etc) before the last day of work. Any employee
accounts will automatically be converted to non-employee status.
Klamath First property includes customer lists and other information about
customers and their relationship with Klamath First. These customer lists and
other information about customers and their relationship with Klamath First are
also considered trade secrets, and Klamath First may take any action legally
available to recover property not returned.
Problem Review Procedure: If you have a work related problem or concern, you are
encouraged to seek resolution through your manager. Your manager is expected to
listen in an objective manner and then explore acceptable solutions to your
concern. If a solution cannot be reached with your direct supervisor, you are
encouraged to discuss your concern with your Branch or Department Manager or
Regional Manager (if applicable). If you still have concerns, you are encouraged
to address them with the Human Resources Department or a member of Senior
Management. Please prepare yourself for this discussion by asking yourself:
What is my main concern?
How did it happen?
How do I think it could be resolved?
What do I want from my supervisor?
Security: Security is everyone's responsibility. Report unusual activity to your
supervisor, manager or Security Officer. Security meetings to review robbery
procedures are conducted periodically.
Safety: Klamath First's Safety Program includes a corporate safety committee and
monthly safety meetings. Its purpose is to enhance employee awareness of safety
and ensure safe; healthy working conditions and operating practices. You are
expected to work safely and to prevent accidents that could injure you,
co-workers or customers. You are to report unsafe working conditions to your
manager or a member of the safety committee. ALL ON THE JOB INJURIES MUST BE
REPORTED TO YOUR SUPERVISOR OR MANAGER IMMEDIATELY. Failure to comply with
safety policies and guidelines could result in disciplinary action up to and
including termination.
Employees who experience an on the job injury that requires time-off, must
update their supervisor on the status of their condition on at least a weekly
basis and must provide a release from their physician (outlining limitations if
applicable) upon return to work..
Smoking: Klamath First has a responsibility to provide a safe and healthy
working environment for all its employees. Smoking cigarettes, pipes or cigars
is not permitted in KF work areas. company-owned vehicles, restrooms, conference
rooms, lobbies, hallways, staircases, lounges and lunchrooms.
Anti-Tying. It is the policy of Klamath First Bancorp, Inc. (the Company) and
subsidiaries that they shall not: (1) Extend credit; (2) Lease or sell property
of any kind; (3) Furnish any service; or (4) Set or change the consideration for
any such credit, property or service on the condition or requirement that the
customer shall: (A) obtain some additional credit, property, or service from the
Company (other than a loan, discount, deposit, or trust service), or from any
subsidiary of the Company; or (B) Provide some additional credit, property, or
service to the Company, or subsidiary of the Company (except as the Company may
reasonably require in a credit transaction to assure the soundness of the
credit). However, the Company, or any
of its subsidiaries, may vary the consideration charged for a loan, discount, or
deposit on the condition that the customer also obtain a loan, discount, deposit
or other service from an affiliate of the Company; and provided all products in
such a tying arrangement are also separately available for purchase.