EXHIBIT 14
FirstBank NW Corp.
FirstBank Northwest
Code of Ethics
General
The Corporation is committed to conducting its business in accordance
with the highest ethical standards and has adopted the principles set forth
below as corporate policy. It is the Corporation's policy that no officer or
employee should place him or herself in a position where his/her actions,
personal interests or the activities or interests of those for whom he/she acts
is, or is likely to become, in conflict with the interests of the Corporation or
its subsidiaries.
All employees of the Corporation are to review this policy and agree to
comply with the principles set forth herein.
Relationships With Outside Business Interests
Employees owe loyalty to the Corporation. There can be no self-dealing
or self-interest in any transaction involving the Corporation.
Officers should be particularly cautious to avoid compromising their
responsibilities to the Corporation by becoming an employee of, investing in, or
accepting interests in the Corporation's customers, suppliers, or their various
business interests. As a general rule, a prohibited conflict exists whenever
such activity entails an account relationship in which the officer is
responsible or influential in exercising control.
Officers shall not engage in the conduct of any business outside the
Corporation or have any outside employment or consulting arrangement unless such
business or arrangement does not interfere with the satisfactory work
performance for the Corporation and does not have any actual potential conflict
with Corporation business.
Officers must give prior notice to the President of the Corporation
before accepting a second position of employment or a consulting arrangement. At
no time shall an employee of the Corporation hold a position of employment with
a thrift, bank, brokerage house, other financial institution that is not
controlled by the Corporation, or a public utility, while in the employ of the
Corporation. Each officer shall disclose to the President of the Corporation all
existing employment and consulting arrangements with entities other than the
Corporation and shall obtain prior approval before any such future involvements.
Further disclosure must be made regarding any interest an employee or
his/ her immediate family has in a non-public enterprise, or a material interest
in a public enterprise if: (1) the enterprise is a substantial competitor of the
Corporation; (2) the enterprise borrows from the Corporation; (3) the enterprise
is a supplier of the Corporation; or (4) the employee deals directly with the
enterprise in its purchase, receipt of goods, services, or securities. Whenever
an employee finds that he or she is inadvertently placed in a potentially
compromising position due to relationships with business associates, customers,
suppliers, or competitors, the officer shall report the matter immediately to
the President of the Corporation and discontinue any activities associated with
the entity until the matter has been resolved.
Under no circumstances shall an employee perform any role in
supervising, evaluating or influencing the job evaluation, pay or benefits of
any close relative or fiance.
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Any transaction between the Corporation and any entity in which an
employee or director has a material financial interest must be described in
detail, with full disclosure of the conflict, to the Corporation's Board of
Directors. Any employee involved with, or having knowledge of, such transaction
involving a conflict of interest shall fully disclose his or her involvement or
the transaction (if not previously disclosed) to the Corporation's President or
any member of the Corporation's Board of Directors.
Fiduciary Relationships
Officers may not accept appointment as an administrator, trustee,
executor, guardian or any similar fiduciary capacity without prior approval of
the President, except when acting at the request of the Corporation or as a
fiduciary on a family account.
Purchase of Corporation and Fiduciary Assets
No employee of the Corporation shall purchase any assets owned by the
Corporation or in which the Corporation has a security interest or other lien,
unless prior approval has been obtained, full value is paid for the asset, and
the transaction is completely and properly documented on the books of the
Corporation.
No employee of the Corporation and no member of the immediate family of
the employee, whether acting individually or in fiduciary capacity shall
purchase or borrow any assets from or sell any assets to any estate, trust or
other fiduciary account being administered by the Corporation except in
accordance with laws and regulations governing such transactions.
Outside Directorships, Partnerships, Sole Proprietorships
Prior approval from the President and Compliance Officer is required
before an officer accepts a position as officer or director of a corporation,
becomes a member of a business partnership, or becomes sole proprietor of a
corporation or business. Prior approval is not necessary for acceptance of a
position as an officer or director of any corporation that is for social,
fraternal, professional, educational, charitable, civic or religious purposes.
Participation as an individual investor in limited partnerships does not require
Corporation prior notice unless the Corporation is a lender to or has another
business relationship with the partnership and/or the officer holds a dominant
position in the partnership. All such relationships, however, shall be reported
on an annual basis to the Corporation.
An officer of the Corporation should not serve as a director or officer
of a non-affiliated financial institution without specific written approval of
the President.
When an officer is serving on a board of directors at the request of
the Corporation, fees and other remuneration shall be turned over to the
Corporation. When serving not at the request of the Corporation, remuneration
may be kept.
Outside Non-Business Activities
Officers are encouraged and urged to participate in civic or charitable
organizations in the communities they serve, provided such participation is not
in conflict with the Corporation's objectives and does not unduly interfere with
regular duties. Employees who participate in such activities for civic or
charitable organizations may not make or participate in decisions of the
Corporation to make contributions to any such organizations.
The Corporation also encourages participation in business and
professional organizations. If such activities involve inordinate amounts of
time away from responsibilities, prior approval of the employee's supervisor
must be obtained.
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Supplies, material and other property belonging to the Corporation may
not be used in more than an incidental way in the performance of such
activities.
Illegal and Unethical Acts
The following unethical or illegal acts by employees are prohibited:
o Employee theft, fraud, embezzlement, misappropriation, or any
form of wrongful conversion of property belonging to the
Corporation or another employee.
o Any act of fraud or deception involving the Corporation, a
customer, a supplier or any other party.
o Any act of bribery, including a premise, offer or gift of
money or anything of value made or offered by an employee to:
(a) A government official or someone acting for the
government.
(b) A person employed by, or acting on behalf of, a
customer, supplier or other organization with which
the Corporation does business or has prospective
business.
o Any dishonest or unethical act by an employee against the
Corporation.
o The destruction or alteration of Corporation records in order
to falsify, conceal or misrepresent information to:
(a) Avoid criticism for errors of judgment or to conceal
failure to follow a supervisor's instructions.
(b) Show a performance record better than, or different
from, performance actually achieved.
(c) Misrepresent the employee's performance, activities,
or other transactions, or those of another employee.
o Political contributions of money, services, or other property
of the Corporation that are in violation of the law when the
contributions are made.
o Violations of securities laws rules or regulations, including
failure to disclose material information that should be
described in filings the Corporation makes with the Securities
and Exchange Commission and banking regulators.
Gifts and Fees
Officers and their families may not solicit or accept gifts, fees,
bequests, services or entertainment from customers, suppliers or prospective
customers. A gift is regarded as any type of gratuity, favor, loan, legacy, fee,
compensation, or anything of monetary value. All such gifts are prohibited
except:
o Business entertainment and other courtesies such as meals,
sporting events, and the like, which involve no more than
ordinary amenities, and can be properly reciprocated by the
employee and charged as a business expense. Lavish or
extravagant entertainment, such as weekend trips, etc., should
not be accepted unless reimbursement is made to the donor.
o Gifts received because of kinship, marriage, or social
relationships and not because of any business relationship.
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o Unsolicited advertising or promotional materials that are
generally available.
o Customer or supplier paid travel or lodging where the trip has
a legitimate business purpose. Any such trips must be approved
in advance in writing by the President of the Corporation.
o Fees or other compensation received from an organization in
which membership or an official position is held, subject to
prior written approval and possible requirement to pay such
compensation to the Corporation.
Officers who believe that acceptance of a permitted gift might make
them feel obligated and therefore improperly influenced in the performance of
their duties should not accept it, or turn it over to the Corporation. Officers
who are unsure whether a gift is violative of the law and these standards,
should seek guidance from the Corporation's President.
Likewise, no individual representing the Corporation or members of his
or her family may extend a gift to any existing or prospective customer or
supplier that will not meet these same criteria.
All gifts received or extended which are in the categories above and
are valued in excess of $200 should be reported to your manager or the
President. All gifts which do not fit the above guidelines, no matter what the
value, should be reported to your manager or the President.
From time to time officers are asked to speak, testify, or consult with
outside organizations and regulators. An honorarium or gift in excess of $25.00
for such outside activity shall be reported to your manager or the President for
determination of the disposition of the honorarium.
Officers may not accept from customers or suppliers any fee or other
form of remuneration which violates the law or the spirit of this statement.
Officers and members of their immediate families should not, except under very
exceptional circumstances, accept directly or indirectly any bequest or legacy
from a customer of the Corporation. If the officer learns of such a legacy in a
customer's will, the employee must report all pertinent facts as soon as he or
she learns of the legacy. In any event, an employee may not accept such a
bequest or legacy that arises from relationships solely based upon the
Corporation's position unless approved by the President.
No officer may accept a personal fee for arranging a loan from the
Corporation or from any other person or lending institution.
Borrowing
Officers are not to borrow from customers or suppliers of the
Corporation, except those who engage in lending in the usual course of their
business and then only on terms offered to others in similar circumstances. This
prohibition does not preclude borrowing from anyone related to the employee by
blood or marriage.
Borrowing from the Corporation must be in accordance with law and
regulation and the policies established by the Corporation. Except as provided
below, the Corporation may not directly or indirectly extend or maintain credit,
arrange for the extension of credit, or renew an extension of credit, in the
form of a personal loan to or for any of its directors or executive officers.
Notwithstanding the foregoing, loans may be made by FirstBank Northwest
that otherwise comply with Regulation O under the Federal Reserve Act and
applicable Office of Thrift Supervision regulations.
Reports of borrowings will be requested from time to time from all
levels of Corporation officers to meet both regulatory requirements and
Corporation policy. All officers shall submit such summary reports when
requested, or reports of new borrowings in a timely fashion.
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Misappropriation of Business Opportunities
In some cases, the Corporation may be interested in business or
investment opportunities made known to employees. In such cases, an employee is
expected to advise the Corporation of such opportunities or investments before
acting upon them personally.
Disclosures In Public Filings
The Corporation's filings made under the Securities Exchange Act of
1934, such as quarterly and annual reports and proxy statements, are to contain
full, fair, accurate, timely, and understandable disclosures. All press releases
and shareholder communications must also contain such disclosures. The
Corporation has procedures in place to achieve these goals with respect to
securities reports and shareholder communications. Any employee who has concerns
about disclosures being made in these documents should feel free to contact any
member of the Corporation's Audit Committee or of the Corporation's Board of
Directors including the President of the Corporation.
Accounting Matters
The Corporation's financial statements and books and records on which
they are based must accurately reflect all corporate transactions. All receipts
and disbursements of corporate funds shall be promptly and properly recorded on
the Corporation's books, and the Corporation's records must disclose the nature
and purpose of the transactions.
All financial officers shall cooperate fully with the independent
auditors of the Corporation and under no circumstances withhold any information
from them.
The Corporation's investors, creditors and other decision makers rely
on its records and have a right to information which is timely and accurate.
A director, officer or employee may not maintain the Corporation's
accounting or other records, or cause them to be maintained, in such a way that
they do not reflect the true nature of transactions, account balances or other
matters with clarity and completeness.
A director, officer or employee may not establish for any purpose an
unauthorized, undisclosed, or unrecorded fund or asset account involving
Corporation assets. A director, officer or employee may not allow transactions
with a supplier, agent, or customer to be structured or recorded in a way not
consistent with normal business practice or generally accepted accounting
principles. No false or artificial entries shall be made on the books or records
of the Corporation or its subsidiaries for any reason. No payment on behalf of
the Corporation shall be made or approved with the understanding that it will or
might be used for something other than the stated purposes.
The shifting of charges or costs to inappropriate accounts is
prohibited by Corporation policy.
No false, incomplete or misleading entries or records shall be created.
No undisclosed or unrecorded corporate funds shall be established for any
purpose, nor shall the Corporation funds be placed in any personal or
noncorporate account.
"Slush funds" or similar off-book accounts, where there is no
accounting for receipts or expenditures on corporate books, are prohibited.
A system of internal accounting controls shall be maintained which is
sufficient to provide reasonable assurances that transactions:
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(a) are executed in accordance with Management's
authorization.
(b) are recorded in a manner that permits preparation of
financial statements in conformity with generally
accepted accounting principles and other applicable
criteria; and
(c) are recorded so as to maintain accountability for the
Corporation's assets.
No officer or employee acting on behalf of the Corporation shall engage
in any activity which circumvents the Corporation's systems of internal
controls.
Certifications
Employees may be required periodically to certify their understanding
of and intent to comply with this Policy Statement.
Any employee who violates the Policy Statement is subject to possible
suspension or discharge. Any employee who assists in, or knowingly fails to
report, a violation of these policies is also subject to suspension, discharge
or other appropriate action. Any employee who suspects a violation of these
policies (including any material transaction or relationship that gives rise to
a conflict of interest which to the knowledge of such employee has not been
disclosed to the appropriate persons) should inform his or her superior, or the
Corporation's President or any member of the Corporation's Board of Directors.
Any supervisor informed of a suspected violation shall notify the
Corporation's President or any member of the Corporation's Board of Directors.
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