EXHIBIT 14.1
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FIRST BANKS, INC.
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICER
AND FINANCIAL PROFESSIONALS
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INTRODUCTION
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The Board of Directors of First Banks, Inc. ("First Banks" or the "Company") has
adopted this Code of Ethics (the "Code") to govern the professional conduct of
its Principal Executive Officer and Financial Professionals (as such term is
hereinafter defined) for the purposes of promoting:
1. Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
2. Full, fair, accurate, timely and understandable disclosure in reports
and documents that a registrant files with, or submits to, the
Securities and Exchange Commission (the "SEC") and in other public
communications made by the registrant and that are within the
Principal Executive Officer's responsibility;
3. Compliance with applicable governmental laws, rules and regulations;
4. The prompt internal reporting to an appropriate person or persons
identified in the code of violations of the code; and
5. Accountability for adherence to the code.
This Code applies to the Principal Executive Officer (i.e. the Chief Executive
Officer) of First Banks and all Financial Professionals of the Company and First
Bank, collectively the "Covered Officers." For purposes of this Code, the term
"Financial Professionals" includes the Chief Financial Officer, the Chief Credit
Officer, the Chief Investment Officer, the Senior Vice President - Special
Projects, the Senior Vice President - Director of Taxes, and all professionals
serving in a Corporate Finance, Accounting, Treasury, Tax or Investor Relations
role.
First Banks expects its employees to act in accordance with the highest
standards of professional and personal integrity in all aspects of their job
responsibilities and activities; to comply and assure the Company's compliance
with all applicable laws, rules and regulations of the jurisdictions under which
the Company operates; to deter wrongdoing; and to conduct themselves in
accordance with the employment guidelines described in the First Banks Employee
Handbook and other policies and procedures adopted by First Banks that govern
the conduct of its employees. Covered Officers are reminded of their obligations
under the First Banks Employee Handbook. The obligations under this Code are
intended to supplement the First Banks Employee Handbook.
CONFLICTS OF INTEREST
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Each Covered Officer is required to adhere to the highest standards of business
ethics and should be highly sensitive to situations that may give rise to actual
or apparent conflicts of interest. A "conflict of interest" occurs when a
Covered Officer's private interest interferes with the interests of First Banks,
or the Covered Officer's service to First Banks. A Covered Officer must not
improperly use his or her personal influence or personal relationships to
influence corporate decisions or financial reporting whereby the Covered Officer
would benefit personally to the detriment of the Company. Covered Officers shall
conduct their personal and professional affairs in a manner that avoids both
real and apparent conflicts of interest between their interests and the
interests of First Banks. In addition, each Covered Officer shall provide prompt
and full disclosure to the Director of Risk Management and Audit, in writing, of
any material transaction or relationship that may reasonably be expected to give
rise to a conflict of interest.
EXPECTED STANDARDS OF ETHICAL BEHAVIOR
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Covered Officers are expected to:
1. Maintain skills appropriate and necessary for the performance of their
job responsibilities for the Company.
2. Engage in and promote honest and ethical conduct, including the
ethical handling of actual or apparent conflicts of interest between
personal and professional relationships.
3. Refrain from engaging in any activity that would compromise their
professional ethics or otherwise prejudice their ability to carry out
their required duties for the Company.
4. Consult with other officers and employees (to the extent appropriate
within his or her area of responsibility) with a goal of promoting
full, fair, accurate, timely and understandable disclosure in reports
and documents that a registrant files with, or submits to, the
Securities and Exchange Commission (the "SEC") and in other public
communications made by the registrant and that are within the
Principal Executive Officer's responsibility.
5. Establish, administer and adhere to appropriate systems and procedures
to ensure that transactions are recorded in First Banks' financial
records in accordance with accounting principles generally accepted in
the United States of America, established Company policy and
appropriate regulatory pronouncements and guidelines.
6. Establish, administer and adhere to financial accounting controls that
are appropriate to ensure the integrity of the financial reporting
process and the availability of timely, relevant information for the
safe, sound and profitable operation of the Company.
7. Completely disclose all relevant information reasonably expected to be
needed by regulatory examiners and internal and external auditors for
the full, complete and successful discharge of their duties and
responsibilities;
8. Comply with all applicable governmental laws, rules and regulations,
as well as the rules and regulations of self-regulatory organizations
of which First Banks or its subsidiaries is a member.
9. Promptly report any violations or possible violations of this Code to
the Director of Risk Management and Audit or any of the parties of
channels listed in the First Banks Employee Handbook. Failure to do so
is in itself a violation of this Code.
10. Strictly adhere to all aspects of this Code.
REPORTING AND ACCOUNTABILITY
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Upon adoption of the Code (or thereafter as applicable, upon becoming a Covered
Officer), each Covered Officer shall affirm in writing to the Director of Risk
Management and Audit that he or she has received, read and understands the Code
by completing the "Acknowledgement Form" included herein. Thereafter, on an
annual basis beginning on December 31, 2004, each Covered Officer shall affirm
that he or she has complied with the requirements of the Code by completing the
"Annual Certification Form" included herein. The Covered Officers' employment is
contingent upon completion of the Acknowledgement Form and the Annual
Certification Forms.
The Board of Directors hereby designates the Director of Risk Management and
Audit as the "Code Compliance Officer." The Code Compliance Officer (or his/her
designee) shall take all action considered appropriate to investigate any actual
or potential conflicts of interest or violations of the Code reported to
him/her. Any matters the Code Compliance Officer believes is a conflict of
interest or violation of the Code will be reported to the Board of Directors of
First Banks, which shall determine further appropriate action(s). The Director
of Risk Management and Audit shall be responsible for reviewing any requests for
waivers from the provisions of this Code and such requests for waivers will be
reported to the Board of Directors of First Banks, which shall have sole
authority to grant or deny any such waivers. Any violations of this Code, any
waivers granted from this Code and any potential conflicts of interest and their
resolution shall be reported to the Board of Directors of First Banks at the
next regularly scheduled meeting. This provision of the Code and any waivers,
including implicit waivers, shall be appropriately disclosed in accordance with
applicable SEC rules and regulations.
AMENDMENTS
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The Board of Directors of First Banks must approve and adopt any amendments to
this Code.
ADOPTED: November 1, 2003
ACKNOWLEDGEMENT FORM
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I acknowledge that I have received, read and understand the First Banks, Inc.
Code of Ethics for Principal Executive Officer and Financial Professionals (the
"Code"), dated November 1, 2003, and understand my obligations as a Covered
Officer (as such term is defined in the Code) to comply with all aspects of the
Code. I also understand my obligations under the Code supplement my obligations
under the "First Banks Employee Handbook."
Furthermore, I understand:
o that I will be held accountable for my adherence to the Code;
o that my failure to observe the terms of the Code may result in
disciplinary action, up to and including termination of employment;
o that violations of the Code may also constitute violations of law and
may result in civil and criminal penalties for me, my supervisors
and/or First Banks;
o that my agreement to comply with the Code does not constitute a
contract for employment.
o that should I have any questions regarding the appropriate course of
action to take in a particular situation, I should immediately contact
the Director of Risk Management and Audit; and
o I may choose to remain anonymous in reporting any violations or
possible violations of the Code through the use of "First Banks'
Policy for Submission of Concerns Regarding Questionable Accounting or
Auditing Matters," which I have received, read and understand.
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Signature of Covered Officer
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Printed Name of Covered Officer
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Title of Covered Officer
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Date
ANNUAL CERTIFICATION FORM
I acknowledge that I have received, read and understand the First Banks, Inc.
Code of Ethics for Principal Executive Officer and Financial Professionals (the
"Code"), dated November 1, 2003, and understand my obligations as a Covered
Officer (as such term is defined in the Code) to comply with all aspects of the
Code. I also understand my obligations under the Code supplement my obligations
under the First Banks Employee Handbook. Furthermore, I understand that my
agreement to comply with the Code does not constitute a contract for employment.
I certify that I have fully complied with all aspects of the Code during the
calendar year ended December 31, 2007.
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Signature of Covered Officer
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Printed Name of Covered Officer
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Title of Covered Officer
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Date