EXHIBIT 14.1
INTERVEST BANCSHARES CORPORATION
CODE OF CONDUCT
Public confidence in Intervest Bancshares Corporation and its subsidiaries
(collectively, the "Company") is important for our success. A company's
reputation for "integrity" is a valuable asset and is influenced by the conduct
of its officers, directors and employees. Each of us must avoid situations that
might cause a conflict of interest between the Company, our customers, our
shareholders and our employees.
The following represents the policy statement and Code of Conduct for all
employees, officers and directors (collectively referred to herein as
"employees") of Intervest Bancshares Corporation and each of its subsidiaries.
Persons who violate this Code of Conduct will be subject to disciplinary action,
up to and including termination of employment. Violations of law also may result
in civil and criminal penalties for those involved.
No waiver of any requirement of this Code of Conduct for any executive officer
or member of the Board of Directors may be made except by action of
disinterested members of the Board of Directors. Any such waiver must be
reported to the Company's stockholders and regulators as required by law or
stock exchange regulations.
If you believe that you or others may be involved in any activity or
relationship that violates this Code of Conduct, or if you are otherwise
required to report or disclose information under this Code of Conduct, you
should follow the procedures described below under the heading "Reporting and
Disclosure".
LAWS AND REGULATIONS
The Company is committed to strict compliance with all federal and state laws
and regulations that are applicable to its business. It is emphasized that all
employees must comply with all directives and regulations of the appropriate
bank regulatory agencies and with the Company's compliance manuals and
procedures, as well as all federal and state statutory requirements, including
those imposed under the Bank Secrecy Act.
Any questions regarding federal and state laws and regulations should be
directed to an officer of the Company.
RECORDS AND FINANCIAL REPORTING
All of the Company's books, financial statements, and records must be maintained
in reasonable detail, must appropriately reflect the Company's transactions and
must comply with applicable legal and internal control requirements. All
individuals who provide information to the Company for inclusion in reports and
documents that the Company files with, or submits to, government agencies,
including the Securities and Exchange Commission, and in other public
communications made by the Company, shall provide information that is accurate,
complete, objective, relevant, timely and understandable. No person may directly
or indirectly take any action to fraudulently influence, coerce, manipulate or
mislead the Company's independent public auditors for the purpose of rendering
the financial statements of the Company false or misleading.
PERSONAL CONDUCT
Ethical behavior means both personal adherence to the highest ethical standards
and refusal to "look the other way" when confronted with the unethical behavior
of others. For this reason, among others, the following activities are
considered unethical and violate Company policies and procedures:
1
1. Willfully engaging in a Company-related transaction with known criminal
individuals, or with customers who refuse to provide evidence of their identity;
2. Failing to report to management any known or suspected illegal transaction
or action initiated by a customer or employee;
3. Withholding information from Company management which would expose an
attempt to involve the Company in an unlawful transaction or indicate an attempt
to deceive law enforcement agencies (e.g., money laundering).
CONFIDENTIALITY
An employee may use confidential information only in the course of the Company's
business. Confidential information includes financial, personnel, and personal
information on customers, prospective customers, suppliers, employees, or
applicants.
Confidential information should be discussed only within the Company and only
with those who need to be aware of such information. In no event may
confidential information be shared or made available to individuals outside of
the Company without management approval, or used for an employee's own personal
gain. Termination of one's employment does not end the employee's responsibility
to regard information as confidential.
Confidential financial or other proprietary information concerning the Company
should not be disclosed to outsiders until it has been published in reports to
security holders or otherwise made generally available to the public.
CONFLICTS OF INTEREST
A "conflict of interest" exists when an individual's personal interests
interfere with the interests of the Company. A conflict situation can arise
when an employee takes actions or has interests that may make it difficult to
perform his or her work for the Company objectively and efficiently.
Among other things, an employee may not use his or her position, influence, or
Company assets for personal gain. Employees may not solicit or accept anything
of value from anyone in return for any business service or confidential
information of the Company. Furthermore, each employee must manage his or her
personal and business affairs so as to avoid situations that might lead to
conflict or even suspicion of a conflict between self-interest and duty to the
Company, customers, and stockholders.
An employee is required to disclose any material interest in the business of a
borrower, applicant, customer, vendor or supplier.
INSIDER TRADING
Federal law prohibits persons in possession of material non-public information
from trading based on that information, or from "tipping" others who might make
an investment decision based on that information. "Material" information is any
information that a reasonable investor would likely consider important in a
decision to buy, hold, or sell securities - in short, any information which
could reasonably affect the price of the securities. All non-public information
about the Company should be considered confidential information.
OUTSIDE AFFILIATIONS
The Company recognizes the value to itself, to the employee and to the
communities we serve of having our employees accept outside affiliations where
the circumstances are appropriate, no real or apparent conflict of interest is
involved, and participation does not adversely affect the
2
employee's job performance. Employees must obtain the prior approval of their
respective supervisors before accepting outside affiliations. Officers and
directors must obtain the approval of the Board of Directors in any circumstance
where an outside affiliation is with any entity that competes with the Company.
LETTERS AND SPEAKING ENGAGEMENTS
When an employee writes letters to newspapers and public officials concerning
issues of general interest or accepts an invitation to speak before a civic
group, he or she must obtain prior approval from management if his or her
communication might be construed as representing the Company's position on any
subject. Such approval may not be granted if the topics deal with the Company's
internal affairs or organization.
POLITICAL ACTIVITIES
Employees are encouraged to keep well informed concerning political issues and
candidates, and to take an active interest in all such matters. However, if any
employee engages in any political activity, he or she must do so as an
individual and not as a representative of the Company. Campaigning, fund
raising, and other partisan political activities must be conducted on an
employee's own time. An employee must obtain the prior approval of his or her
supervisor before seeking public office or accepting an appointment to public
office.
CHARITABLE AND POLITICAL CONTRIBUTIONS
Employee contributions to political or charitable organizations may not be
solicited on Company premises or during working hours without management
approval.
The Company will not reimburse employees for personal expenses incurred for the
support of political activities or organizations.
These restrictions are not intended to discourage employees from making personal
contributions to political candidates or parties. No pressure, either direct or
indirect, will be used by the Company that infringes on an employee's right to
decide to whom personal political contributions will be made.
PERSONAL FINANCES
Because the Company's reputation rests in part on our ability to manage our
customers' funds intelligently, our employees are expected to manage their
personal finances in an intelligent and prudent manner.
To avoid a potential conflict of interest - and to avoid imposing a wrongful
burden on a customer, supplier, or staff member -employees should avoid
situations which may be perceived as inappropriate.
Selling or leasing personal goods or services to a customer when the transaction
is based on preferential terms is prohibited.
Decisions to invest either directly, or indirectly, in a customer or supplier
should not be based on information obtained as a result of employment with the
Company.
GIFTS AND GRATUITIES
The Bank Bribery Act makes it a federal crime for any employee of a financial
institution to corruptly seek or accept anything of value in connection with the
transaction of business with the intent to influence or to be influenced in the
transaction of that business. The guidelines contained in this section are
designed to help employees guard against any real or apparent violations of this
law.
3
Except as set forth below, an employee and members of his or her family may not
accept gifts, fees, services, or entertainment from customers, prospective
customers, or suppliers. This includes special discounts, free services, or any
concessions from attorneys, insurance agents, real estate agents, brokerage
houses, and salespeople.
An employee may not accept a bequest under a customer's will or as a personal
representative of a customer's estate, unless the customer is a family member.
An employee who is offered or receives something of value beyond that authorized
is required to disclose this fact in accordance with the reporting and
disclosure procedures described below.
Notwithstanding these general prohibitions, an employee may accept the following
things of nominal value in connection with the Company's business.
1. Gifts, gratuities, amenities, or favors based on obvious family or personal
relationships (such as those between parents, children, or spouses) when the
circumstances make it clear that these relationships, rather than the business
of the Company, are the motivating factors;
2. Meals, refreshments, or entertainment of reasonable value in the course of a
meeting or other occasion, the purpose of which is to hold bona fide business
discussions, provided that such expenses would otherwise have been paid for by
the Company as reasonable business expenses;
3. Loans from other financial institutions on customary terms to finance proper
and usual activities of employees, such as home mortgage loans, except when
prohibited by law;
4. Advertising or promotional material of nominal value such as pens, pencils,
note pads, key chains, calendars, and similar items;
5. Discounts or rebates on merchandise or services that do not exceed those
available to other customers;
6. Gifts of reasonable value related to commonly recognized events or
occasions, such as a promotion, new job, wedding, retirement, holiday gifts;
7. Civic, charitable, educational, or religious organizational awards
(exclusive of honorariums) for recognition of service and accomplishments;
8. Other benefits or items of value, when approved, in writing, on a
case-by-case basis.
Without limiting the above requirements, all employees must act in strict
compliance with all legal requirements relating to political contributions and
business procurement activities, including without limitation the Foreign
Corrupt Practices Act. Bribery, kickbacks, and illegal payments or benefits of
any kind are strictly prohibited.
REPORTING AND DISCLOSURE
Should an employee be unsure of, or become personally involved in, any situation
that may violate the requirements or the spirit of this Code of Conduct or
appears to violate his or her understanding of this Code of Conduct, he or she
should report those situations as described below.
Employees are required to disclose all potential conflicts of interest,
including inadvertent ones that arise because of business or personal
relationships with customers, suppliers, business associates or competitors of
the Company.
If an employee is aware of any situation among his or her fellow employees that
appears to violate his or her understanding of the Code of Conduct, he or she
should also report that situation as described below.
4
Persons becoming aware of illegal or unethical behavior should discuss the
situation: (a) in the case of an employee, with his or her direct supervisor,
(b) in the case of an officer or director, with the Board of Directors, and (c)
in the case of a contractor, representative, consultant or agent, with the
Company employee responsible for their relationship with the Company. When this
Code of Conduct requires disclosure and approval, the situation or transaction
must be promptly reported in the same way. The applicable supervisor shall
conduct a review, take appropriate action, and keep a record of the same. Where
appropriate, the supervisor may choose to raise the matter with the Board of
Directors. Company policy prohibits retaliation of any kind against any person
who in good faith reports any violation of this Code of Conduct, and if the
situation warrants anonymity, the reporting person's identity will be kept
secret.
Persons wishing to submit a notification anonymously may do so by delivering the
notification to the Audit Committee of Intervest Bancshares Corporation, 1
Rockefeller Plaza, Suite 400, New York, New York 10020.
OTHER POLICIES AND PROCEDURES
This Code of Conduct does not supersede any policies and procedures which the
Company may have adopted with respect to any specific topic. Should you have any
questions or concerns regarding this Code or any other policy or procedure of
the Company, please discuss them with your supervisor or an officer of the
Company.
CONCLUSION
Let caution, common sense, and this Code be your guides if you encounter a
questionable situation. Remember that if you consider a situation questionable,
it is likely that someone else will, too.
The Company attempts to create a unity of purpose among staff members through
open and effective communication, a friendly and professional work environment,
excellent benefits, challenging work and opportunities for advancement. An
essential part of this unity of purpose must be our commitment to ethical
conduct.
I, ____________________________________ certify that I have read and understand
the Code of Conduct policy of Intervest Bancshares Corporation and its
subsidiaries and agree to abide by its provisions.
Signed: _____________________________
Date: _____________________________
5
ADDENDUM TO INTERVEST BANCSHARES CORPORATION CODE OF
CONDUCT
ADDITIONAL REQUIREMENTS FOR CEO AND SENIOR FINANCIAL OFFICERS
The chief executive officer, principal accounting officer, and all other
senior financial officers (the "Senior Officers") of Intervest Bancshares
Corporation and its subsidiaries (collectively, the "Company") are bound by all
of the provisions of the Company's Code of Conduct, including among others those
related to honest and ethical conduct, compliance with applicable laws, rules,
and regulations, and ethical handling of actual or apparent conflicts of
interest relating to personal and professional relationships. In addition, such
Senior Officers must comply with the following specific policies:
- Senior Officers are responsible for the full, fair, accurate,
timely and understandable disclosure in reports and documents that the
Company files with, or submits to, the Securities and Exchange Commission,
and in other public communications made by the Company. Senior Officers
must cooperate fully with the disclosure process. As part of that process,
Senior Officers who become aware of material information that affects the
Company's disclosure obligations must ensure that the information is
brought to the attention of the individuals involved in preparing such
reports and documents on a timely basis.
- If a Senior Officer has information concerning significant
deficiencies in the design or operation of the Company's disclosure process
that may materially adversely affect proper disclosure of material
information, or in the Company's internal controls that may materially
adversely affect accurate processing and reporting of financial data, such
Senior Officer shall promptly bring such information to the attention of
the Audit Committee.
- Senior Officers shall promptly bring to the attention of the
Chief Executive Officer and Audit Committee any information concerning
violations of the Company's Code of Conduct by any persons who have
significant roles in matters involving disclosure or internal financial
controls, including among others violations involving illegal activity,
fraud, misrepresentation, or conflicts or apparent conflicts of interest.
In addition, they shall promptly bring to the attention of the Chief
Executive Officer and Audit Committee information concerning any material
violation of legal requirements, including without limitation any violation
of securities laws.
The Board of Directors will hold Senior Officers accountable for their adherence
to the Code of Conduct and this Addendum. The Company's Board of Directors or
its designee will gather all relevant information and will determine appropriate
actions to be taken in the event of violations. Such determinations may take
into account the nature of the violation, whether there was a pattern of
misconduct, whether the violation was intentional, and other relevant factors.
Actions taken in response to violations shall be designed to promote
accountability for adherence to the Code of Conduct. Disciplinary action may
include termination of employment. Violations may also constitute violations of
law and may result in civil and criminal penalties for the individual involved.
6