Code of Business Conduct and Ethics
Purpose and Scope
This policy establishes North Valley Bancorp's, (the "Company") requirements
regarding personal and professional ethical and legal standards of conduct and
the handling of complaints of violations of those standards. It applies to all
employees, contractors and non-employee directors of North Valley Bancorp and
its subsidiaries.
Policy
It is the policy of North Valley Bancorp to conduct its business in accordance
with applicable laws of the United States and other jurisdictions in which the
Company operates and in accordance with the highest ethical standards of
business conduct. All employees, contractors and non-employee directors shall
adhere strictly to this policy.
While it is the Company's explicit policy to comply with all relevant federal,
state and local statutes, our commitment to ethical conduct in the affairs of
our business goes far beyond the prohibitions of any particular statute. The
company's minimum requirements for the conduct of all employees, contractors and
non-employee directors follow.
Specific Obligations
General Business Ethics
All persons employed by, or associated with the Company are expected to
deal honestly, truthfully and fairly with others in business. False or
intentionally misleading statements or omissions of any kind should never
be made. Confidential information, either of North Valley Bancorp, any of
its subsidiaries or of its customers, or any other party with whom they do
business, must never be misused. North Valley Bancorp will not permit any
types of deceitful practices.
Company Records and Money
Company records must always be maintained and presented accurately and
reliably. No false or intentionally misleading entries may be made in the
Company's books or records. Company money must be accurately accounted for
and may only be spent for lawful, company-related purposes. Employees whose
duties involve verification of expenditures of Company money are
responsible for the scrutiny and verification of the legitimacy of all
expenditures.
Relationships With Vendors/Customers
All vendors and customers are to be treated honestly and fairly. No
payments, gifts of more than nominal value, or any form of preferential
treatment may be made to obtain or retain business. No payments, direct or
indirect, including gifts of more than nominal value or any form of
preferential treatment, may be solicited or accepted from any vendor or
customer of the Company.
Money, gifts, repetitive or extensive entertainment and other favors, which
would imply or incur an obligation must not be accepted or given by
employees or immediate members of their family in connection with
transactions involving the Company. Acceptance of a meal, refreshments or
entertainment in the normal course of business relations is permitted and,
to the extent practical, should be reciprocated.
The Company will promptly terminate any employee who offers or receives a
bribe or a kickback. Such conduct is illegal and strictly forbidden.
Conflicts of Interest
All decisions involving the business or non-business activities of the
Company must be made solely in the best interests of the Company.
Employees, contractors and non-employee directors, must not make decisions,
which might be based on personal interests or considerations, which might
affect or appear to affect their judgment. The ownership, as an investor,
of the securities of publicly held corporations will not normally be
considered to give rise to a conflict in interest.
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Any employee with a question about whether a particular situation
constitutes a conflict of interest should discuss it with his or her
supervisor or the General Counsel of the Company.
Inside Information
Important "material non-public" information that has not yet become
publicly available about North Valley Bancorp or its business activities is
considered to be "Inside Information." Company personnel who have access to
Inside Information may not profit financially by buying or selling or in
any other way dealing in North Valley Bancorp stock or the stock of another
publicly traded company about which the person has Inside Information. Nor
may North Valley Bancorp personnel benefit financially or in any other way
by disseminating Inside Information to any other person. The use of Inside
Information in order to gain personal benefit is illegal regardless of how
small the user's profit from the transaction may be.
An easy way to determine whether information not yet publicly available is
Inside Information is to ask whether the dissemination of the information
would be likely to affect the market price of the stock of the company in
question or whether it would be likely to be considered as important
information by investors who are considering purchasing or selling that
company's stock. If the information would make you want to buy or sell, it
is likely to have the same effect on others and could be Inside
Information.
If you possess Inside Information, you must refrain from trading the stock
of the company concerned, from advising anyone else to do so or from
communicating the Inside Information to anyone else until you know that
this information has been disseminated to the public.
Environmental, Health and Safety Laws and Regulations
Environmental, Health and Safety laws and regulations are very complex and
extremely important. The Company has its own written operating procedures
that govern our commitment to comply with all applicable environmental,
health and safety laws and regulations. Compliance with these regulations
is essential.
Sexual Harassment
The Company prohibits the sexual harassment of individuals in the
workplace. Sexually harassing behavior which occurs off the Company
premises is also prohibited. Furthermore, the Company will not tolerate
retaliation against anyone who rejects sexual advances, makes a report of
harassment or provides information or assistance in the investigation of
such a report.
Interference with an Audit
It is unlawful to attempt improperly to persuade an outside auditor to
approve false financial statements. North Valley Bancorp prohibits its
employees, officers and non-employee directors, and anyone acting under
their direction, from coercing, manipulating, misleading or fraudulently
influencing the Company's outside auditor to approve materially misleading
financial statements.
Reporting Procedures
Any employee who becomes aware of any illegal activities or any violation
of the policies contained in this policy is required immediately to report
the conduct. This reporting is not only encouraged by the Company, it is
required. The Company pledges that it will not retaliate against employees
who make such reports and shall not tolerate retaliation by any other
person against an employee who makes such a report.
Employees may report a policy violation to supervisory personnel, or
directly to the Security Officer or the Chairman of the Audit Committee.
Supervisory personnel are required to communicate reported violations of
law or Company Policy to the Security Officer and the Chairman of the Audit
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Committee. Contact information for the Security Officer or the Chairman of
the Audit Committee is as follows:
Mr. Dan Ghidinelli
North Valley Bancorp Board of Director's Audit Committee Chairman
P.O. Box 99700
Redding, CA. 96099-0700
Kathryn Clark
VP/Security Officer, North Valley Bancorp
Private/Secured Telephone Line: 1-530-226-2909 (Voice Mail Available)
#300 Park Marina Circle
Redding, CA. 96001
A full and accurate report made to the Security Officer or the Chairman of
the Audit Committee constitutes compliance with the reporting requirement.
Complaint Investigation Procedures
When the Security Officer or the Chairman of the Audit Committee receives a
complaint of a violation of this policy directly or anonymously, he/she
will, with the help of the General Counsel, evaluate the complaint.
Complaints alleging questionable accounting, internal accounting controls
and auditing matters will be submitted to the Audit Committee of the Board
of Directors. The Audit Committee may request the Security Officer or
General Counsel to conduct an investigation, or may, in its discretion,
retain its own advisors to evaluate and/or to investigate the complaint.
Complaints alleging serious misconduct by Executive Management will be
referred to the full Board of Directors for evaluation and investigation as
appropriate. All other complaints will be investigated by the Security
Officer or General Counsel, as appropriate, and a summary of the complaints
and management follow-up will be reported to the Audit Committee
periodically.
Disciplinary Sanctions
Employees who violate the policies set forth in this policy will be subject
to discipline. Disciplinary measures will vary, depending on the
seriousness of the violation and the individual circumstances of the
employee. Available disciplinary sanctions include suspension, termination
and referral to public law enforcement authorities for possible
prosecution. There shall be no waivers of this Code of Business Conduct and
Ethics.
Administration
General
All employees and non-employee directors shall certify that they have read
and understand this Code of Business Conduct and Ethics. Human Resources
shall be responsible for providing copies of the Policies in the new
employee package for all new employees and obtaining a certificate that
they have read and understand this policy.
Questionnaire and Disclosure
During the first quarter of each calendar year, the General Counsel will
send to certain employees questionnaires to ascertain compliance with this
Policy. These employees will be identified by the responsible Executive
officers upon request by the General Counsel. Employees are expected to
respond fully and candidly to the questionnaire. To ensure confidentiality
and consistency in handling, questionnaires will be reviewed by only the
General Counsel and by the Chief Executive Officer.
If any event or set of circumstances occurs or appears likely to occur that
might create a conflict not previously disclosed or to deviate from the
standards described herein, the employee is expected to make the relevant
facts known to the Company and to follow its recommendations. Employees are
encouraged to discuss such matters first with their supervisors, but they
may consult either of the officers mentioned above.
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Special Responsibilities of the CEO and Senior Financial Officers
The Chief Executive Officer and all senior financial officers, including
the Chief Financial Officer and Controller, are bound by the provisions set
forth above relating to ethical conduct, conflicts of interest and
compliance with law. In addition, the Chief Executive Officer and senior
financial officers are subject to the following specific policies:
1. The Chief Executive Officer and all senior financial officers are
responsible for full, fair, accurate, timely and understandable
disclosure in the periodic reports required to be filed by the Company
with the Securities and Exchange Commission, and in all other public
communications made by the Company. Accordingly, it is the
responsibility of the Chief Executive Officer and each senior financial
officer promptly to bring or cause to be brought to the attention of
General Counsel and to the Audit Committee any material information of
which he or she may become aware that affects the disclosures made by
the Company in its public filings and other public communications.
2. The Chief Executive Officer and each senior financial officer shall
promptly bring or cause to be brought to the attention of the General
Counsel and to the Audit Committee any information he or she may have
concerning any violation of this policy, including any actual or
apparent conflicts of interest between personal and professional
relationships, involving any management or other employees who have a
significant role in the Company's financial reporting, disclosures or
internal controls.
3. The Chief Executive Officer and each senior financial officer shall
promptly bring or cause to be brought to the attention of the General
Counsel and to the Audit Committee any information he or she may have
concerning evidence of a material violation of the securities or other
laws, rules or regulations applicable to the Company and the operation
if its business, by the Company or any agent thereof, or of violation
of this policy.
4. The Board of Directors shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event of
violations of this policy by the Chief Executive Officer or the
Company's senior financial officers. Such actions shall be reasonably
designed to deter wrongdoing and to promote accountability for
adherence to this policy and may include written notices to the
individual involved that the Board has determined that there has been a
violation, censure by the Board, demotion or re-assignment of the
individual involved, suspension with or without pay or benefits (as
determined by the Board), termination of the individual's employment
and referral to public law enforcement authorities for possible
prosecution. In determining what action is appropriate in a particular
case, the Board of Directors or such designee shall take into account
all relevant information, including the nature and severity of the
violation, whether the violation was a single occurrence or repeated
occurrences, whether the violation appears to have been intentional or
inadvertent, whether the individual in question had been advised prior
to the violation as to the proper course of action and whether or not
the individual in question had committed other violations in the past.
If you have questions about this policy, contact the office of General
Counsel, (530) 226-2900.
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