EXHIBIT 14.1
NATIONAL PROCESSING, INC.
CODE OF ETHICS
GENERAL PHILOSOPHY
The honesty, integrity and sound judgment of our employees, officers and
directors is essential to National Processing's reputation and success.
This Code of Ethics governs the actions and working relationships of National
Processing employees, officers and directors with current and potential
customers, suppliers, fellow employees, competitors, government and
self-regulatory agencies, the media, and anyone else with whom National
Processing has contact. These relationships are essential to the continued
success of National Processing as a leading merchant services provider.
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 National Processing 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 employees, officers and directors to communicate those
conflicts to National Processing.
o Addresses misuse or misapplication of National Processing property and
corporate opportunities.
o Requires the highest level of confidentiality and fair dealing within
and outside the National Processing environment.
o Requires reporting of any illegal behavior.
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CONFLICTS OF INTEREST
A "conflict of interest" occurs when your private interest interferes or appears
to interfere in any way with the interests of National Processing. 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 an
employee, officer or director of National Processing. Any position or interest,
financial or otherwise, which could materially conflict with your performance as
an employee, officer or director of National Processing, or which affects or
could reasonably be expected to affect your independence or judgment concerning
transactions between National Processing, its customers, suppliers or
competitors or otherwise reflects negatively on National Processing would be
considered a conflict of interest.
CONFIDENTIALITY
Nonpublic information regarding National Processing or its businesses,
employees, customers and suppliers is confidential. As a National Processing
employee, officer 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
National Processing, including family and friends, or with other employees who
do not need the information to carry out their duties. You may be required to
sign a specific confidentiality agreement in the course of your employment at
National Processing. You remain under an obligation to keep all information
confidential even if your employment with National Processing ends.
The following is a non-exclusive list of confidential information:
(i) 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.
(ii) All rights to any invention or process developed by an employee using
National Processing facilities or trade secret information, resulting
from any work for National Processing, or relating to National
Processing's business, is considered to be "work-for-hire" under the
United States copyright laws and shall belong to National Processing.
(iii) Proprietary information such as customer lists and customers
confidential information.
Public and media communications involving National Processing must have prior
clearance in compliance with the National Processing Media Relations Policy.
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CORPORATE OPPORTUNITIES
Using confidential information about National Processing or its businesses,
employees, officers, directors, customers 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 National
Processing employees to corruptly:
(i) solicit for himself or herself or for a third party anything of value
from anyone in return for any business, service or confidential
information of National Processing; or
(ii) accept anything of value (other than normal authorized compensation)
from anyone in connection with the business of National Processing,
either before or after a transaction is discussed or consummated.
Employees, officers and directors are prohibited from:
(i) Personally benefiting from opportunities that are discovered through
the use of National Processing property, contacts, information or
position.
(ii) Accepting employment or engaging in a business (including consulting
or similar arrangements) that may conflict with the performance of
your duties or National Processing's interest.
(iii) Soliciting, demanding, accepting or agreeing to accept, anything of
value from any person in conjunction with the performance of your
employment or duties at National Processing.
(iv) Acting on behalf of National Processing in any transaction in which
you or your immediate family has a significant direct or indirect
financial interest.
(v) Offering something of value to someone with whom you transact business
if the benefit is not otherwise available to other similarly situated
National Processing customers or suppliers under the same conditions.
There are certain situations in which you may accept or provide a personal
benefit from or to someone with whom you transact business such as:
(i) Accepting a gift in recognition of a commonly recognized event or
occasion (such as a promotion, new job, wedding, retirement or
holiday) so long as the gift, together with all other gifts received
from any one individual or company, does not exceed $100 in any
calendar year.
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(ii) Accepting something of value if the benefit is available to the
general public under the same conditions on which it is available to
you.
(iii) Offering a gift in recognition of a commonly recognized event or
occasion (such as a promotion, new job, wedding, retirement or
holiday) so long as the gift together with all other gifts given by
National Processing and its officers and employees does not exceed
$100 to any individual in any calendar year.
(iv) 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 National Processing under its policy
for reimbursement of business expenses if the other party did not pay
for it.
(v) Paying for 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
relationships if the expense is reimbursed by National Processing
under its policy for reimbursement of business expenses.
INSIDER TRADING
It is both unethical and illegal to buy, sell, trade or otherwise participate in
transactions involving National Processing common stock or other security while
in possession of information concerning National Processing that has not been
released to the general public, but which when released may have an impact on
the market price of the National Processing common stock or other equity
security. It is also unethical and illegal to buy, sell, trade or otherwise
participate in transactions involving the common stock or other security of any
other company while in possession of similar non-public information concerning
such company. Any questions concerning the propriety of participating in a
National Processing or other company stock or other security transaction should
be directed to the National City Law Department, on behalf of National
Processing, at (216) 222-2968.
EXTENSIONS OF CREDIT
National Processing's affiliate banks may extend credit to any executive
officer, director, or principal shareholder of National Processing only on
substantially the same terms as those prevailing for comparable transactions
with other persons or that may be available to bank employees generally as
permitted by and in accordance with Regulation O of the Board of Governors of
the Federal Reserve System.
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OUTSIDE BUSINESS RELATIONSHIPS
Before agreeing to act as a director, officer, consultant, or advisor for any
other business organization, you should notify your immediate supervisor.
Directors should disclose all new directorships or potential directorships to
the Chairman of the Board of Directors in order to avoid any conflicts of
interest and to maintain independence.
National Processing encourages civic, charitable, educational and political
activities as long as they do not interfere with the performance of your duties
at National Processing. Before agreeing to participate in any civic or political
activities, you should contact your immediate supervisor.
Employees who are considering outside employment should notify their manager or
supervisor. Managers will review outside employment requests for potential
conflicts of interest.
FAIR DEALING
Each employee, officer and director should undertake to deal fairly with
National Processing's customers, suppliers, competitors and employees.
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.
Employees 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(s) with a former employer that in any way
restricts or prohibits the performance of any duties or responsibilities of
their positions with National Processing. Copies of such agreements should be
provided to Human Resources to permit evaluation of the agreement in light of
the employee's position. In no event shall an employee 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 National Processing.
National Processing's affiliate banks are engaged in the business of serving as
executor, trustee and guardian of estates of individuals. Employees are
encouraged to recommend these services to qualified individuals. Employees may
serve as fiduciaries for members of their own families. With respect to any
other person, employees should not seek nor accept appointment to any fiduciary
or co-fiduciary position without the written approval of the officer in charge
of the member bank trust organization assigned to their geographic areas. Due to
the danger of customer misunderstandings, potential liability to the National
Processing, its affiliate banks, or its employees, and inherent conflicts of
interest, such approval will not normally be given.
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Employees 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
National Processing.
PROTECTION AND PROPER USE OF NATIONAL PROCESSING PROPERTY
All employees, officers and directors should protect National Processing's
property and assets and ensure their efficient and proper use. Theft,
carelessness and waste can directly impact National Processing's profitability,
reputation and success. Permitting National Processing property (including data
transmitted or stored electronically and computer resources) to be damaged,
lost, or used in an unauthorized manner is strictly prohibited. Employees,
officers and directors may not use corporate, bank or other official stationary
for personal purposes.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
This Code of Ethics is based on National Processing's policy that all employees,
officers 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 National Processing 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.
REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOR
All employees, officers and directors are expected to demonstrate the ability to
properly manage their personal finances, particularly the prudent use of credit.
National Processing recognizes that its customers must have faith and confidence
in the honesty and character of its employees, officers and directors. In
addition to the importance of maintaining customer confidence, there are
specific laws that outline the actions National Processing must take regarding
any known, or suspected, crime involving the affairs of National Processing.
Fraud is an element of business that can significantly affect the reputation and
success of National Processing. National Processing requires its employees,
officers and directors to talk to supervisors, managers or other appropriate
personnel to report and discuss any known or suspected criminal activity
involving National Processing or its employees. If, during the course of
employment, you become aware of any suspicious activity or behavior including
concerns regarding questionable accounting or auditing matters, you must report
violations of laws, rules, regulations or this Code of Ethics to the COMPLIANCE
HOTLINE AT: 1-866-773-4031. Reporting the activity will not subject the employee
to discipline absent a knowingly false report. All calls to the Compliance
Hotline are anonymous and confidential.
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COMMUNICATIONS WITH NON-MANAGEMENT MEMBERS OF THE BOARD OF DIRECTORS
An employee, officer or other interested party who has an interest in
communicating with non-management members of the board of directors may do so by
directing the communication to the Chairman of the Compensation Committee. The
Chairman of the Compensation Committee is the presiding director for
non-management sessions of the board of directors. Confidential messages for the
Chairman of the Compensation Committee may be delivered through the COMPLIANCE
HOTLINE AT: 1-866-773-4031.
ADMINISTRATION AND WAIVER OF CODE OF ETHICS
This Code of Ethics shall be administered and monitored by the National
Processing 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. This Code of Ethics is also available on the National Processing web
site at: WWW.NPC.NET.
It is also the responsibility of Human Resources to biennially reaffirm
compliance with this Code of Ethics by all employees and officers, and to obtain
a signed certificate that each employee and officer has read and understands the
guidelines and will comply with them. The provisions of the Ethics Policy will
be included in the National Processing Employee Handbook. The Employee Handbook
will be issued to all new employees and officers at the time of employment and
reissued to existing employees and officers from time to time. Employees will be
required to sign a receipt form for the Employee Handbook indicating they have
read this Code of Ethics and comply with its provisions.
Employees, officers and directors of National Processing 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
National Processing Human Resources Department with the advice of the National
City Corporation Law Department. However, waivers for directors and executive
officers must be determined by the board of directors. 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 National
Processing, Inc. Annual Proxy Statement.
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.
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