EXHIBIT 14.1
ETHICS/INSIDER TRADING POLICY
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TABLE OF CONTENTS
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How to Use This Booklet......................................................................... pg. 2
Principles of Human Rights...................................................................... pg. 3
Education/Communication......................................................................... pg. 4
Securities Trades By Company Personnel.......................................................... pg. 4
The Need for a Policy Statement................................................................. pg. 4
The Consequences................................................................................ pg. 5
Our Policy...................................................................................... pg. 5
When Personnel May Trade in Sturgis Bancorp, Inc. Stock......................................... pg. 6
Company Assistance.............................................................................. pg. 7
Business Ethics................................................................................. pg. 7
Confidential Information and Trade Secrets...................................................... pg. 8
Confidential Company Information and Trade Secrets.............................................. pg. 9
Information Acquisition ....................................................................... pg. 10
Conclusion and Summary.......................................................................... pg. 12
Policy on Use of Communication Services and Equipment........................................... pg. 13
Internet Security Policy: Scope of Use of Electronic Media and Services......................... pg. 17
Governmental Affairs and Political Contributions................................................ pg. 23
Compliance with Antitrust Law................................................................... pg. 24
Conflicts of Interests, Investments, and Outside Business Interests of Officers/Employees....... pg. 25
Responsibility for Reporting.................................................................... pg. 27
Compliance/Administration....................................................................... pg. 28
Signature Page.................................................................................. pg. 29
Adopted 5/10/92
Revised 9/03
ETHICS/INSIDER TRADING
POLICY
How to Use this Booklet
Sturgis Bancorp, Inc. has long had a set of written policies dealing with rules
of conduct to be used in conducting the business affairs of Sturgis Bancorp,
Inc., its subsidiaries, and its affiliated companies (collectively the
"Company"). It is very important that you understand the scope of those policies
and learn the details of every one that relates to your job.
In order to do this, please take the following steps:
1. Carefully read the summaries of each of the Sturgis Bancorp,
Inc. policies in this booklet;
2. If you have a concern or question, talk it over with your
Supervisor, Manager, or Sturgis Bancorp, Inc. legal counsel;
and/or
3. Report your concerns or possible violations to the Bank
President or Chairman.
Enclosed with this booklet is a Certificate of Compliance to be signed by you as
a statement of your personal agreement to comply with the policies stated herein
during the term of your employment with the Company. Please carefully review
this booklet, then sign and return the Certificate of Compliance to Emily
Haller, Vice President, Human Resources.
These policies are not an employment contract. The Company does not create any
contractual rights by issuing these policies.
The Company reserves the right to amend, alter, and terminate policies at any
time.
As a partner in the communities in which we operate, Sturgis Bancorp, Inc.
believes it has a responsibility to conduct itself according to certain basic
tenets of human behavior.
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Sturgis Bancorp, Inc. values are the platform upon which our human
rights principles are built.
Values
Respect
We treat others as we would like to be treated ourselves. We do not tolerate
abusive or disrespectful treatment. Ruthlessness, callousness and arrogance
don't belong here.
Integrity
We work with customers and prospects openly, honestly and sincerely. When we say
we will do something, we will do it; when we say we cannot or will not do
something, then we won't do it.
Communication
We have an obligation to communicate. Here, we take the time to talk with one
another ... and to listen. We believe that information is meant to move and that
information moves people.
Excellence
We are satisfied with nothing less than the very best in everything we do. We
will continue to raise the bar for everyone. The great fun here will be for all
of us to discover just how good we can really be.
Principles of Human Rights
o Sturgis Bancorp, Inc. stands on the foundation of its Vision and Values.
Every employee is educated about the Company's Vision and Values and is
expected to conduct business with other employees, partners,
contractors, suppliers, vendors and customers keeping in mind respect,
integrity, communication and excellence.
o At Sturgis Bancorp, Inc., we treat others as we expect to be treated
ourselves. We believe in respect for the rights of all individuals and
are committed to promoting an environment characterized by dignity and
mutual respect for employees, customers, contractors, suppliers,
partners, community members and representatives of all levels of
Government.
o We do not and will not tolerate human rights abuses of any kind by our
employees or independent contractors.
o We believe in treating all employees equally, regardless of gender,
race, color, language, religion, age, ethnic background, political or
other opinion, national origin, or physical limitation.
o We are dedicated to conducting business according to all applicable laws
and regulations.
o We believe that playing an active role in every community in which we
operate fosters a long-term partnership with the people with whom we
come into daily contact. Strengthening the communities where our
employees live and work is a priority. We focus community relations
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activities on several areas, with particular emphasis on education and
promoting healthy families.
o We believe in offering our employees fair compensation through wages and
other benefits.
o We believe that our employees and the employees of our contractors
working in our facilities should have safe and healthy working
conditions.
Education/Communication
Because we take these principles seriously, we should act decisively to ensure
that all those with whom we do business understand our policies and standards.
Providing clearly written guidelines reinforces our principles and business
ethics. Sturgis Bancorp, Inc. employees at all levels are expected to be active
proponents of our principles and to report without retribution anything they
observe or discover that indicates our standards are not being met.
Compliance with the law and ethical standards are conditions of employment, and
violations will result in disciplinary action, which may include termination.
Furthermore, Sturgis Bancorp, Inc.'s contractors, suppliers, and vendors should
be expected to uphold the same respect for human rights that we require of
ourselves, and we should seek to include appropriate provisions in every new
contract entered with these parties.
Securities Trades By Company Personnel
No director, officer, or employee of Sturgis Bancorp, Inc. or its subsidiaries
or its affiliated companies (collectively referred to herein as "Company")
shall, directly or indirectly, trade in the securities of Sturgis Bancorp, Inc.,
or any other Sturgis Bancorp, Inc. subsidiary or affiliated company with
publicly-traded securities, or any other publicly-held company while in the
possession of material non-public information relating to or affecting any such
company, disclose such information to others who may trade, or recommend the
purchase or sale of securities of a company to which such information relates.
Advice should be sought in respect of equivalent requirements under other
applicable jurisdictions from the Bank's legal counsel.
THE NEED FOR A POLICY STATEMENT
The Securities and Exchange Commission ("SEC") and the Justice Department
actively pursue violations of insider trading laws.
In addition to responding to the Act, we are adopting this Policy Statement to
avoid even the appearance of improper conduct on the part of anyone employed by
or associated with the Company (not just so-called insiders). We have all worked
hard over the years to establish our reputation for integrity and ethical
conduct. We cannot afford to have it damaged.
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THE CONSEQUENCES
This policy applies to all employees and Directors of the Company. It is
intended to provide guidance to employees with respect to existing legal
restrictions. It is not intended to result in the imposition of liability on
employees that would not exist in the absence of such policy. Any breach of this
policy, however, may subject employees to criminal and/or civil penalties.
The consequences of insider trading violations can be staggering:
FOR INDIVIDUALS who trade on inside information (or tip information to others):
o A civil penalty of up to three times the profit gained or loss
avoided;
o A criminal fine (no matter how small the profit) of up to $1
million; and
o A jail term of up to ten years.
FOR A COMPANY (as well as possibly any supervisory person) that fails to take
appropriate steps to prevent illegal trading:
o A civil penalty of the greater of $1 million or three times the
profit gained or loss avoided as a result of the employee's
violation; and
o A criminal penalty of up to $2.5 million.
Moreover, if an employee violates the Company's insider trading policy, the
Company may impose sanctions against such individual, including dismissing him
or her for cause.
OUR POLICY
If a director, officer, or any employee of the Company (as defined herein) has
material non-public information relating to Sturgis Bancorp, Inc., it is the
Company's policy that neither that person nor any related person may buy or sell
securities of Sturgis Bancorp, Inc. or engage in any other action to take
advantage of, or pass on to others, that information.
A transaction that may be necessary or justifiable for independent reasons (such
as the need to raise money for an emergency expenditure) does not constitute an
exception. Even the
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appearance of an improper transaction must be avoided to preserve the Company's
reputation for adhering to the highest standards of conduct.
MATERIAL INFORMATION. Material information is any information that a reasonable
investor would consider important in a decision to buy, hold, or sell stock: in
short, ANY INFORMATION WHICH COULD REASONABLY BE EXPECTED TO AFFECT THE PRICE OF
THE STOCK.
TWENTY-TWENTY HINDSIGHT. If your securities transactions become the subject of
scrutiny, they will be viewed after-the-fact with the benefit of hindsight. As a
result, before engaging in any transaction you should carefully consider how
regulators and others might view your transaction in hindsight.
TRANSACTIONS BY FAMILY MEMBERS. The very same restrictions apply to your family
members and others living in your household. Employees are expected to be
responsible for the compliance of their immediate family and personal household.
TIPPING INFORMATION TO OTHERS. Whether the information is proprietary
information about the Company or information that could have an impact on our
stock prices, employees must not pass material non-public information on to
others; this is called tipping. The above penalties may apply, whether or not
you derive any direct benefit from another's actions.
WHEN INFORMATION IS PUBLIC. Information is "non-public" until it has been
disseminated in a manner making it available to investors generally. This is
typically satisfied by distribution of such information by means of a press
release. However, even after such information is released to the press, you
should wait a period of time (at least one business day and often two or three
business days) before trading or disclosing such information to others. Again,
it is a good idea to exercise caution and wait a longer period of time following
the release of material information than you might first consider warranted.
WHEN PERSONNEL MAY TRADE IN STURGIS BANCORP, INC. STOCK
From time to time the company will announce "window periods" for conducting
trades.
Executive Officers and directors are subject to certain restrictions and
reporting requirements under the Securities Exchange Act of 1934. There are
substantial potential penalties for violations. There are no clear rules setting
forth the period during which an insider may safely purchase or sell the
Company's securities. To reduce the risk involved, the Board of Directors at
their September 20, 1999 meeting adopted the following resolution: Effective
immediately, the following rule shall apply to insider trading in Company
securities: That insiders confine trading in Company securities to a "window
period" beginning on the third day following the date of release of quarterly or
annual financial data and ending on the twelfth business day following such
date. IN ANY CASE, THE INSIDER SHOULD AVOID TRADING IN COMPANY SECURITIES,
WHETHER DURING "WINDOW PERIOD" OR NOT, AT ANY TIME WHEN IT MAY BE ARGUED THAT
THE INSIDER HAD KNOWLEDGE OF MATERIAL NON-PUBLIC INFORMATION".
The President/CEO shall give notice to the affected parties, of window periods.
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Any inquiries regarding stock must be referred to the CEO. All employees must
refrain from answering questions regarding prices, availability of stock,
trades, and other pertinent information.
COMPANY ASSISTANCE
No set of specific rules will be adequate in every circumstance. Any person who
has any questions about specific transactions may obtain additional guidance
from Mike Caywood of Dresser, Dresser, Haas & Caywood, P.C. Remember, however,
that the ultimate responsibility for adhering to the Policy Statement and
avoiding improper transactions rests with you. In this regard, it is imperative
that you act in good faith and use your best judgment.
BUSINESS ETHICS
Employees of Sturgis Bancorp, Inc., its subsidiaries, and its affiliated
companies (collectively the "Company") are charged with conducting their
business affairs in accordance with the highest ethical standards. An employee
shall not conduct himself or herself in a manner which directly or indirectly
would be detrimental to the best interests of the Company or in a manner which
would bring to the employee financial gain separately derived as a direct
consequence of his or her employment with the Company. Moral as well as legal
obligations will be fulfilled openly, promptly and in a manner which will
reflect pride on the Company's name.
Products and services of the Company will be of the highest quality and as
represented. Advertising and promotion will be truthful, not exaggerated or
misleading.
Agreements, whether contractual or verbal, will be honored. No bribes, bonuses,
kickbacks, lavish entertainment, or gifts will be given or received in exchange
for special position, price, or privilege.
Employees will maintain the confidentiality of the Company's sensitive or
proprietary information and will not use such information for their personal
benefit.
Employees shall refrain, both during and after their employment, from publishing
any oral or written statements about the Company or any of its' officers,
employees, agents, or representatives that are slanderous, libelous, or
defamatory; or that disclose private or confidential information about their
business affairs; or that constitute an intrusion into their seclusion or
private lives; or that give rise to unreasonable publicity about their private
lives; or that place them in a false light before the public; or that constitute
a misappropriation of their name or likeness.
Relations with the Company's many publics - customers, stockholders,
governments, employees, suppliers, press, and bankers - will be conducted in
honesty, candor, and fairness.
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It is Sturgis Bancorp, Inc.'s policy that each "contract" exceeding $100,000 in
value must be reviewed by one of our attorneys prior to its being submitted to
the other parties to such "contract." By "contract" we mean each contract,
agreement, bid, term sheet, letter of intent, memorandum of understanding,
amendment, modification, supplement, fax telex, and other document or
arrangement that could reasonably be expected to impose an obligation on any
Sturgis Bancorp, Inc. entity in excess of $100,000. Loan contracts, using
standard documentation, between the Bank's customers and the Bank are exempt
from this standard. Other contracts of less than $100,000 must be approved by
the CEO prior to execution and must be reported to the Bank's Board of
Directors. Contracts for less than one year AND less than $10,000 are not
required to be reported to the Board, but must still be approved by the CEO.
Loans of $1,000,000 or more must have the documentation reviewed by the Bank's
legal counsel. Please bear in mind that your conduct and/or your conversations
may have, under certain circumstances, the unintended effect of creating an
enforceable obligation; Consult with the legal counsel with respect to any
questions you may have in this regard.
Additionally, it is Sturgis Bancorp, Inc.'s policy that the selection and
retention of outside legal counsel be conducted exclusively by the Executive
Committee of the Board. The only exception to this is for the Audit Committee.
They maintain the right and ability to have outside counsel as it may relate to
audit matters.
Laws and regulations affecting the Company will be obeyed. Illegal behavior on
the part of any employee in the performance of Company duties will neither be
condoned nor tolerated.
CONFIDENTIAL INFORMATION AND TRADE SECRETS
OWNERSHIP OF INFORMATION
All information, ideas, concepts, improvements, discoveries, and employee
inventions, whether patentable or not, which are conceived, made, developed, or
acquired by an employee, individually or in conjunction with others, during the
employee's employment by Sturgis Bancorp, Inc., its subsidiaries, and its
affiliated companies (collectively the "Company") (whether during business hours
or otherwise and whether on the Company's premises or otherwise) which relate to
the Company's business, products, or services shall be disclosed to the Company
and are and shall be the sole and exclusive property of the Company.
For this purpose, the Company's business, products, or services, include,
without limitation, all such information relating to corporate opportunities,
research, financial and sales data, pricing and trading terms, evaluations,
opinions, interpretations, acquisition prospects, the identity of customers or
their requirements, the identity of key contacts within the customer's
organization (or within the organization of acquisition prospects), marketing
and merchandising techniques, and prospective names and marks.
Moreover, all documents, drawings, memoranda, notes, records, files,
correspondence, manuals, models, specifications, computer programs, e-mail,
voice mail, electronic databases, maps and all other writings, or materials of
any type embodying any of such information, ideas, concepts,
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improvements, discoveries, and inventions are and shall be the sole and
exclusive property of the Company.
If, during an employee's employment by the Company, the employee creates any
original work of authorship fixed in any tangible medium of expression which is
the subject matter of copyright (such as videotapes, written presentations,
computer programs, e-mail, voice mail, electronic databases, drawings, maps,
architectural renditions, models, manuals, brochures, or the like) relating to
the Company's business, products, or services, whether such work is created
solely by the employee or jointly with others (whether during business hours or
otherwise and whether on Company's premises or otherwise), the employee shall
disclose such work to the Company.
The Company shall be deemed to be the author of such work if the work is
prepared by the employee in the scope of his or her employment; or, if the work
is not prepared by employee within the scope of his or her employment but is
specially ordered by the Company as a contribution to a collective work, as a
part of a motion picture or other audiovisual work, as a translation, as a
supplementary work, as a compilation, or as an instructional text, then the work
shall be considered to be work made for hire and the Company shall be deemed to
be the author of the work. If such work is neither prepared by the employee
within the scope of his or her employment nor a work specially ordered and is
deemed to be a work made for hire, then the employee hereby agrees to assign,
and by these presents does assign, to the Company all of the employee's
worldwide right, title and interest in and to such work and all rights of
copyright therein.
CONFIDENTIAL COMPANY INFORMATION AND TRADE SECRETS
You may have access to or become aware of confidential and/or proprietary
information of the Company - that is, information relating to the Company's
business, which is not generally or publicly known. This information includes
but is not limited to:
Customer's personal financial data;
Internal telephone lists and directories; bid, trading, and financial
data; planned new projects and ventures; advertising and marketing
programs; lists of potential or actual customers and suppliers; wage
and salary or other personnel data; capital investment plans; changes
in management or policies of the Company; suppliers' prices; and other
trade secrets.
The Company's confidential or proprietary information could be very helpful to
suppliers and the Company's competitors, to the detriment of the Company.
Employees should use these means
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and, in disclosing or using Company confidential or proprietary information,
should follow these guidelines.
o Do not use, either for your own personal benefit or for the
benefit of others, Company information that is not publicly
known;
o Do not disclose Company proprietary or confidential information
to other employees or outsiders, except as required in the
conduct of the Company's business;
o Dispose of documents containing the Company's confidential or
proprietary information with care so as to avoid inadvertent
disclosure; and
o Guard against inadvertently disclosing such information in
public discussions where you may be overheard and in discussions
with family members.
As a result of the employee's employment by the Company, the employee may also
from time to time have access to, or knowledge of, confidential business
information or trade secrets of third parties, such as customers, suppliers,
partners, joint venturers, and the like, of the Company. Each employee agrees to
preserve and protect the confidentiality of such third party confidential
information and trade secrets to the same extent, and on the same basis, as the
Company's confidential business information and trade secrets.
These obligations of confidence apply even if the information has not been
reduced to a tangible medium of expression (e.g., is only maintained in the
minds of the Company's employees) and, if it has been reduced to a tangible
medium, irrespective of the form or medium in which the information is embodied
(e.g., documents, drawings, memoranda, notes, records, files, correspondence,
manuals, models, specifications, computer programs, e-mail, voice mail,
electronic databases, maps, and all other writings or materials of any type.)
INFORMATION ACQUISITION
Acquiring and having access to accurate and current market information is of
significant interest to the Company. The Company therefore encourages employees
to share within the company potentially useful information they receive. This
includes information properly obtained from outside sources. On the other hand,
using improper means to obtain trade secret information of others, or using such
trade secret information, could expose the Company, or individual employees, to
potentially significant civil fines or liabilities, or even criminal penalties.
The use of improper means to obtain trade secret information and the use of
others' trade secrets is therefore prohibited. This policy explains the types of
information that employees are encouraged to obtain and the types of activities
they can pursue in obtaining information, as well as the types of improper
activities to obtain trade secret information that they are prohibited from
engaging in.
PUBLICLY AVAILABLE INFORMATION. A vast amount of information is freely available
to the public and the acquisition and use of this type of information is
encouraged. Publicly available information includes information:
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o found in books and magazines;
o available on the internet;
o made public by federal, state, or local government agencies;
o revealed in legal filings and pleadings;
o disclosed or discussed in public places, at conferences or trade
shows, or in specialized trade or technical publications;
o contained in patent applications or issued patents; and
o obtainable from simple observation from the street or another
legally permissible location.
While all of this information is publicly available, it is not necessarily
widely known. To the degree that this information could have particular
relevance to the Company, employees are encouraged to find this information and
share it within the Company.
NON-PUBLIC, NON-"TRADE SECRET" INFORMATION. Certain information is not "public"
in the sense that it is not published or widely available to the public, but
neither is it a "trade secret". This would include, for example, information
about a company that the Company itself made no effort to keep secret. Nothing
would bar an employee from obtaining such information in a casual conversation
and subsequently reporting or using that information. Accordingly, Company
employees are encouraged to obtain, share, and use such non-public, non-trade
secret information, PROVIDED that no improper means are used. If improper means
are necessary to obtain information, a good chance exists that the party who
would divulge the information knows that he or she should keep the information
secret, thus raising the likelihood that the information could be considered a
trade secret. "Improper Means" would include:
o lying, engaging in deception, or creating a false impression in
order to induce the disclosure of trade secrets;
o paying someone to reveal trade secrets;
o blackmailing or threatening someone to reveal trade secrets;
o paying someone who had already improperly obtained trade secrets
to reveal those secrets to you; and
o engaging in any activity that is itself illegal (such as theft
or computer "hacking") in order to obtain secrets.
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The preceding list is not exhaustive. Other types of activity engaged in to
obtain trade secrets could be considered "improper." Therefore, if you have any
doubts about activities you are thinking of pursuing to obtain information, DO
NOT ENGAGE IN THOSE ACTIVITIES until you have first discussed them with the
Company's Legal Counsel. Only if you have first obtained the advice and
clearance of the Company's Legal Counsel may you engage in any activity of a
questionable nature to obtain information from others.
CONCLUSION AND SUMMARY
If an employee has any questions concerning the meaning of the laws summarized
in this Policy, the employee should contact the Company's Legal Counsel.
Upon signing the Certificate of Compliance, an employee acknowledges and agrees
that:
1. the business of the Company is highly competitive, and its
strategies, methods, books, records, and documents, its
technical information concerning its products, equipment,
services, and processes, procurement procedures and pricing
techniques, and the names of and other information (such as
credit and financial data) concerning its customers and its
business affiliates all comprise confidential business
information and trade secrets which are valuable, special, and
unique assets which the Company uses in its business to obtain a
competitive advantage over its competitors;
2. the protection of such confidential business information and
trade secrets against unauthorized disclosure and use is of
critical importance to the Company in maintaining its
competitive position;
3. he or she will not, at any time during or after his or her
employment by the Company, make any unauthorized disclosure of
any confidential business information or trade secrets of the
Company, or make any use thereof, except in the carrying out of
his or her employment responsibilities hereunder;
4. the Company shall be a third party beneficiary of the employee's
obligations under this policy; and
5. he or she agrees to act with honesty, candor, and fairness with
respect to competitors and third parties and to comply in all
respects with applicable laws prohibiting the misappropriation
of trade secrets, copyright infringement, or the use of
counterfeit or spurious trademarks.
All documents, drawings, memoranda, notes, records, files, correspondence,
manuals, models, specifications, computer programs, e-mail, voice mail,
electronic databases, maps, and all other writings or materials of any type made
by, or coming into possession of, employee during the period of employee's
employment by the Company which contain or disclose confidential business
information or trade secrets of the Company shall be and remain the property of
the
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Company. Upon termination of employee's employment by the Company, for any
reason, employee promptly shall deliver the same, and all copies thereof, to the
Company.
POLICY ON USE OF COMMUNICATION SERVICES AND EQUIPMENT
The term "Communication Services and Equipment" as used in this Policy and the
accompanying Procedures shall mean any and all communications systems or
equipment owned or possessed by Sturgis Bancorp, Inc., its divisions, its
subsidiaries, and its affiliated and related companies (the "Company"), or used
in connection with the Company's business, including but not limited to,
telephones, facsimile machines, computers, computer modems, special
long-distance services, cellular phones, voice mail, pagers, electronic mail,
mail and delivery services, storage means of all types for the physical or
electronic storage of the Company's information or data, transaction services,
or any other services of any nature whatsoever in connection with any
communication systems necessary or desirable to promote the conduct of the
Company's business.
GENERAL APPLICATION OF THIS POLICY AND
THE ACCOMPANYING PROCEDURES
This policy and the accompanying procedures apply to all employees, third party
contractors, guests, licensees, or invitees of the Company who utilize, possess,
or have access to the Company's Communication Services and Equipment
(cumulatively referred to herein as the "Users" of the Company's Communication
Services and Equipment).
GENERAL POLICY OF THE COMPANY WITH RESPECT TO ITS
COMMUNICATION SERVICES AND EQUIPMENT
COMPUTER POLICY REFERENCE
- -------------------------
It is the general policy of Company:
o To provide or contract for effective Communication Services and
Equipment for use by the Company in connection with its
business;
o To preserve and protect the confidentiality of the information
and data of the Company and its customers and contractors;
o To preserve and protect the legal privileges provided by the law
with respect to attorney/client communications, work product,
and investigations of the Company and its customers and
contractors; and
o To operate and maintain the Company's Communication Services and
Equipment in a manner that is in full compliance with the law.
LIMITS ON EXPECTATIONS OF PRIVACY
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1. The Company reserves the right to monitor on a continuous basis
the contemporaneous communications of its functions, such as
communications conducted on the telephones used in connection
with certain training functions and communications conducted on
the telephones. There should be no expectation of privacy by
anyone with respect to communications conducted on those
telephones.
2. The Company reserves the right to monitor on a contemporaneous
basis communications transmitted by or stored within its
Communications Services and Equipment in the ordinary course of
the Company's business to ensure that no improper, illegal, or
criminal activities or being conducted. Such monitoring shall be
effected in accordance with the provisions of the Omnibus Crime
Control and Safe Streets Act, as amended by the Electronic
Communications Privacy Act of 1986 and shall be effected only if
authorized by an officer of the Company.
3. The Company reserves the right to access e-mail messages, voice
mail messages, data, or information stored on the Company's
computers or other electronic devices or media owned or
controlled by the Company or comprising the Company's
Communication Services and Equipment. Therefore, there should be
no expectation of privacy with respect to such stored e-mail
messages, voice mail messages, data, or information.
4. Because all of the Company's Communication Services and
Equipment are the property of the Company, the Company reserves
the right to monitor its Communication Services and Equipment to
ensure that its property is being properly and legally used.
5. Users do not have a personal privacy right in any data or
information created, received, or sent on the Company's
Communication Services and Equipment. Any data or information
transmitted or stored on the Company's Communication Services
and Equipment, whether or not they relate or pertain to the
Company's business, goods, or services, may be accessed by the
Company. Any employee or contractor who elects to utilize the
Company's Communication Services and Equipment to transmit or
store data or information recognizes that the Company may access
and monitor such data or information and has no obligation to
continue to store such data and information.
OWNERSHIP AND CONFIDENTIALITY OF INFORMATION
1. All of the Company's Communication Services and Equipment are
the property of the Company. Any and all communication, data, or
information created, received, or sent on the Company's
Communication Services and Equipment are the property of the
Company. Users have no right, title, or interest in such
Communication Services and Equipment or in any communications,
data, or information created, received,
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or sent on the Company's Communication Services and Equipment.
All means of identifying communications, such as the use of
domain names on the Internet or other networks or systems, that
embody or use the Company's image, names, or marks shall belong
to the Company.
2. This Policy and the accompanying Procedures do not modify in any
way the Company's policy that the Company is and remains the
owner of all information created by the Company's employees
during their employment by the Company that relates to the
business, goods, or services of the Company, irrespective of
where such information is stored or maintained, e.g., in
electronic form on the hard drives of the Company's computers,
in electronic form in servers maintained by the Company as part
of its network, or in diskettes or computers purchased by the
Company that are possessed by the employees.
3. This Policy and the accompanying Procedures do not modify in any
way the Company's policy that Users remain obligated to protect
the confidentiality of the Company's information irrespective of
where such information is stored or maintained, e.g., in
electronic form on the hard drives of the Company's computers,
in electronic form in servers maintained by the Company as part
of its network, or in diskettes or computers purchased by the
Company that are possessed by the employees.
ACCEPTANCE, DISCIPLINARY ACTION, INTERPRETATION,
AND MODIFICATION
Employment by the Company, agreement by a contractor to do business with the
Company, or use of the Company's Communication Services and Equipment by a User
each constitutes ACCEPTANCE of and CONSENT to the terms of this POLICY and
accompanying PROCEDURES.
Improper use of the Company's Communication Services and Equipment may result in
discipline, up to and including termination.
Questions about interpretation of this POLICY and the accompanying PROCEDURES
should be referred to the Company's Legal Counsel.
Purpose
To set forth the procedures for the use of the Company's Communication Services
and Equipment in accordance with the Policy.
General Application of the Policy and these Procedures
The POLICY and these PROCEDURES apply to all Users of the Company's
Communication Services and Equipment.
Requirements for the use of the Company's Communication Services and Equipment
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1. The Company's Communication Services and Equipment should be
used for Company purposes only. Employees should limit use of
the Company's Communication Services and Equipment for personal
purposes to those circumstances where such personal use enhances
such employee's efficiency during office hours or otherwise does
not detract from such employee's activities on behalf of the
Company. When personal usage is unavoidable, employees must
properly log any user charges and reimburse the Company for
them. However, whenever possible, personal communications that
incur user charges should be placed on a collect basis or
charged directly to the employee's personal credit card or
account. Users may not use the Company's Communication Services
and Equipment for non-Company businesses, such as "moonlighting"
jobs.
2. Users should not utilize the Company's Communication Services
and Equipment to send or receive private, personal messages they
do not wish monitored or accessed by the government, third
parties, or the Company.
3. Users shall refrain absolutely from any activity that may cause
harm or Damage to the Company's Communication Services and
Equipment or any communications, data, or information
transmitted by or stored within such Communication Services and
Equipment.
4. Users may not use the Company's Communication Services and
Equipment for or in connection with any illegal or criminal
activity. Users may not use the Company's Communication Services
and Equipment for any activity which violates any Company
policy. For example, Users may not use the Company's
Communication Services and Equipment to copy, duplicate, or use
software that is not properly licensed or the use of which
infringes the copyright of a third party. Users may not use the
Company's Communication Services and Equipment to infringe third
party intellectual property rights. Accordingly, Users should
download information and software from the Internet and other
public or third party systems into communications systems and
equipment only when such downloads do not infringe on third
party copyrights or intellectual property rights.
5. No confidential or proprietary information of the Company and no
Privileged communications (e.g., attorney/client communications)
may be transmitted via public electronic communication systems
unless the transmissions are properly encrypted and no third
party copyright or intellectual property rights are violated.
6. Users may not use the Company's Communication Services and
Equipment to forward messages without a legitimate business
purpose under circumstances likely to lead to embarrassment of
the sender or to violate a clearly expressed desire of the
sender to restrict additional dissemination.
7. Users may not connect incompatible equipment to the Company's
Communication Services and Equipment. Users may not use in the
Company's
16
Communication Services and Equipment any software that is
infected with a virus. If any such software is found to be
infected with a virus, Users will immediately alert systems
management to remove the virus.
8. Employees and contractors must understand that whatever they
reduce to a tangible form and maintain in their physical or
electronic files may possibly, under the appropriate
circumstances, be discovered by third parties in litigation.
Employees and contractors are cautioned that all such documents
must comply with the Company's policies with respect to the
protection of confidential information, the Company's policies
with respect to the protection of privileged communications, and
the Company's document retention policies.
9. Users may not use the Company's Communication Services and
Equipment to transmit "chain" letters.
10. Users should keep the number of messages and data stored in the
Company's Communication Services and Equipment under control and
should purge old Communication Services and Equipment messages
and data regularly.
11. Employees should exercise care so that no personal
correspondence appears to be an official communication of the
Company. Personalized Company stationery and business cards may
only be issued by the Company and may only be used in connection
with Company business. Employees may not use the Company's
address for receiving personal mail or use Company stationery or
postage for personal matters.
INTERNET SECURITY POLICY: SCOPE OF USE OF
ELECTRONIC MEDIA AND SERVICES
Introduction - General Application of this Policy
This Internet Security Policy defines roles, responsibilities, and policies for
the Company's employees, agents, and contractors using the Company's
communications facilities to access third party electronic media and services
such as the Internet.
As an advanced technology company, we increasingly use and exploit electronic
forms of communication and information exchange. Company employees, agents, and
contractors may have access to one or more form of electronic media and
services, computers, e-mail, telephones, voicemail, fax machines, external
electronic bulletin boards, wire services, on-line services, and the Internet.
The Company encourages the use of these media and associated services because
information technology is part of our business, because they make communication
more efficient and effective, and because they are valuable sources of
information about vendors, customers, new products, and services. However,
Company-provided access to electronic media and services (e.g., an Internet
account) are the Company's property, and their purpose is to facilitate Company
business.
17
Because of the rapidly changing nature of electronic media, and because the
"netiquette" is developing among users of external on-line services and the
Internet, this Internet Policy cannot lay down rules to cover every situation.
Instead, this Internet Policy expresses the Company's philosophy and sets forth
general principles to be applied to the use of electronic media and services.
This Internet Policy applies to all Company employees, agents, and contractors
using electronic media and services which are; accessed on or from Company
premises; accessed using Company computer equipment or via Company-paid access
methods; and/or used in a manner which identifies the individual with the
Company. Collectively, and individually, such individuals will be referred to in
the Policy as "Internet Users".
Use of Company-provided access to the Internet is intended to be primarily for
the Company's business-related purposes. Internet access is monitored, and
actual web-site connections are recorded. Excessive use of Company-provided
access to the Internet for non-business-related purposes will result in loss of
access privileges.
PROCEDURES, GUIDELINES, AND RESTRICTIONS
Accounts and Account Passwords
(a) Internet Users are responsible for the security of their account
password(s) and will be held responsible for all use or misuse
of their account. Internet Users must maintain secure passwords
to their account. Internet Users accessing the Internet over a
Company network may be required to use an ID and password at the
firewall (in addition to their usual LAN sign on). Passwords are
machine generated and will be changed every thirty days.
Internet Users must follow all directions of the Company's
system administrators with respect to security of passwords and
take reasonable precautions against unauthorized access.
(b) Remote login to the Company network is prohibited unless
permission to do so is granted. Do not remotely log into (or
otherwise use) any workstation or computer not designated
explicitly for public logins over the Company network--even if
the configuration of the computer permits remote access-- unless
you have explicit permission from the owner and the current user
of that computer to log into that machine.
(c) Access to selected Internet hosts or networks which the Company
designates as inappropriate may be denied. You may not use any
account set up for another Internet User and you may not attempt
to find out the password of a service for which you have not
been authorized, including accounts set up for other Internet
Users.
(i) File Transfer Protocol ("FTP") may be used to initiate
transfer of data from/to specified Company hosts and
from/to selected Internet hosts. Initiation of FTP
sessions to Company hosts from the Internet is
prohibited.
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(ii) Access to "network news" is allowed with restrictions.
The Company will apply filters as appropriate to block
certain news groups.
(iii) Access to the "World Wide Web" is permitted.
Inappropriate sites may be blocked from the Company
network.
(iv) All services not explicitly allowed are prohibited. Use
of games or other non-work related objects over the
Internet is prohibited.
(d) Network services and World Wide Web sites can and do monitor
access and usage and can identify at least which company--and
often which specific individual--is accessing their services.
Thus, accessing a particular bulletin board or Website leaves
Company-identifiable electronic "tracks" even if the Internet
User merely reviews or downloads the material and does not post
any message. As a general rule, all Internet use should be
conducted with this in mind so as to always portray the Company
as a reputable company and to maintain its reputation and
goodwill.
INTENDED USES
Electronic media and services are primarily for Company business use. All
Company systems and related equipment are intended for the communication,
transmission, processing, and storage of Company-authorized information.
Limited, occasional, or incidental use of electronic media (sending or
receiving) for personal, non-business purposes is understandable and
acceptable--as is the case with personal phone calls. However, Internet Users
need to demonstrate a sense of responsibility and may not abuse the privilege.
Assuring Ethical and Legal Uses
(a) Electronic media may not be used for knowingly transmitting,
retrieving, or storing any communication which is (i)
discriminatory, harassing, or threatening, (ii) derogatory to
any individual, (iii) obscene, (iv) defamatory, (v) a "chain
letter" or junk mail, (vi) untrue or fraudulent, (vii) illegal
or against Company policy or contrary to the Company's interest,
or (viii) for personal profit.
(b) In downloading any material from the World Wide Web or by FTP
transfer, or in distributing any material by e-mail or FTP
transfer, you must bear in mind any proprietary or intellectual
property rights of third parties in the material. You must not
and may not copy material where such copying would infringe the
proprietary or intellectual property rights of third parties.
Such infringement is an offense, which may render you liable for
civil claims and, where appropriate, may also be a criminal
offense.
(c) You may not download or store any indecent or obscene material
from the
19
World Wide Web, or any such material received by e-mail or by
FTP transfer, and you may not distribute any such material by
FTP transfer or by e-mail.
(d) No e-mail or other electronic communications may be sent which
attempt to hide the identity of the sender or represent the
sender as someone else or as someone from another company.
Whenever Internet Users send e-mail, Internet User name,
Internet User ID, and the Company's name are included in each
e-mail message. Internet Users are solely responsible for all
electronic mail originating from their Internet User id. When
using the Company's e-mail facilities, the following are
prohibited: (i) forgery or attempted forgery of e-mail messages;
and (ii) reading, deleting, copying, or modifying the e-mail of
others.
(e) Employees must respect the confidentiality of other people's
electronic communications and may not attempt to (i) "hack" into
third party systems, (ii) read other people's logins or "crack"
passwords, (iii) breach computer or network security measures,
or (iv) intercept or monitor electronic files or communications
of other employees or third parties, except by explicit
direction of Company management.
(f) Many software programs and computer data, and related materials
such as documentation, are owned by individual users or other
companies and are protected by copyright and other laws,
together with licenses and other contractual arrangements.
Anyone obtaining electronic access to another company's or
individual's materials must respect all rights (including
copyrights) therein, and may not copy, retrieve, modify,
disclose, examine, rename, or forward such materials except as
permitted by the person owning the data, software programs,
and/or other materials. Such restrictions include:
(i) copying programs or data;
(ii) reselling programs or data;
(iii) using programs or data for non-Company business
purposes;
(iv) using programs or data for personal financial gain;
(v) using programs or data without being one of the licensed
individuals or groups; and
(vi) publicly disclosing information about software programs
without the owner's permission.
FAILURE TO ABIDE BY THESE RESTRICTIONS MAY SUBJECT EMPLOYEES TO CIVIL AND/OR
CRIMINAL PROSECUTION.
CONSENT TO MONITORING
20
Electronic information created and/or communicated by an Internet User using
e-mail, word processing, utility programs, spreadsheets, voicemail, telephones,
Internet/Bulletin Board System (BBS) access, etc. may be monitored by the
Company, and the Company reserves the right to engage in monitoring activities:
(a) The Company routinely monitors usage patterns for both voice and
data communications (e.g., number called or site accessed; call
length; times of day when calls were initiated). Reasons include
cost analysis/allocation and the management of our gateway to
the Internet.
(b) The Company also reserves the right, in its discretion, and the
employee upon signing the Certificate of Compliance consents to
such action from the Company, to review and disclose any
electronic files and messages (including e-mail) and usage to
the extent necessary to ensure that electronic media and
services are being used in compliance with the law and with this
and other Company policies. The Company may also find it
necessary to monitor the system for signs of illegal or
unauthorized entry. Accordingly, the Company reserves the right,
in its discretion, and the undersigned hereby consents to such
action by the Company, to intercept and disclose any electronic
files and messages (including e-mail) at any time with or
without prior notification to the users or owners of such files
or resources. The undersigned hereby waives any right to privacy
in such electronic files.
(c) Employees should therefore understand that electronic
communications are not totally private and confidential.
Sensitive or confidential information should be transmitted by
more secure means.
ASSURING PROPER USE OF THE COMPANY'S SYSTEM RESOURCES
Electronic media and services should be used in an efficient and economical
manner and not in a way that is likely to cause network congestion or
significantly hamper the ability of other people to access and use the Company's
computer systems. Any software that is designed to destroy data, provide
unauthorized access to the Company's computer systems, or disrupt computing
processes is prohibited.
CONFIDENTIALITY AND ENCRYPTION
In accordance with the Policy on Use of Communication Services and Equipment,
Internet Users will maintain the confidentiality of the Company's confidential
and/or proprietary information and will not use such information for their
personal benefit. Any messages or information sent by an Internet User to one or
more individuals via an electronic network (e.g., bulletin board, on-line
service, or Internet) are statements identifiable and attributable to the
Company. While some users include personal "disclaimers" in electronic messages,
it should be noted that there would still be a connection with the Company, and
the statement might still be legally imputed to the Company. All communications
sent by employees via a network must comply with this and other
21
Company policies and may not disclose any confidential and/or proprietary
Company information.
Protecting information that is material to Sturgis Bancorp, Inc. business
decision making is a vital part of maintaining our competitive edge. To that
end, Sturgis Bancorp, Inc. will take steps to protect propriety information
while insuring that the necessary transparency for an information-driven
business is maintained.
In keeping with the Policy on Use of Communication Services and Equipment,
Sturgis Bancorp, Inc. employees, contractors, and consultants are prohibited
from posting or otherwise contributing Sturgis Bancorp, Inc. related information
to internet message/bulletin boards. Additionally, access to certain internet
sites through Sturgis Bancorp, Inc. may be monitored or restricted. Including
sites that comment on or predict financial performance of the company.
To ensure the Company's continuous access to information on the Company's
computer systems, no Internet User shall use personal hardware or software to
encrypt any e-mail, voicemail, or any other data stored in or communicated by
the Company's computer systems, except in accordance with express prior written
permission from the Company's management. Should an Internet User have a need to
use security measures to encrypt any e-mail, voicemail, or any other data stored
in or communicated by the Company's computer systems, such Internet User should
contact the appropriate information systems personnel to assist in and
facilitate such encryption. The Company will retain the encryption keys for all
encrypted data stored in or communicated by the Company's computer systems,
except in accordance with express prior written permission from the Company's
management. Because there may be a need for the Company to access an Internet
User's system or files when he/she is away from the office, Company management,
at their discretion, may request that authorized systems personnel reset the
password of an Internet User who uses any security measures on an
company-supplied PC, Macintosh, UNIX workstation, or any other Company-supplied
workstation for Company use if required.
To meet the Company's public disclosure responsibilities as required by the
Securities and Exchange Commission and to ensure that we are communicating a
consistent message, public disclosure restrictions apply to interactions over
the Internet as well as any other methods of communications. Any employee found
to be abusing the privilege of Company-facilitated access to electronic media or
services will be subject to corrective action up to and including termination
and will risk losing Internet User privileges for himself/herself and possibly
for other employees.
Any unauthorized attempts to penetrate or subvert Company computer systems will
be thoroughly and promptly investigated and resolved on a case-by-case basis. If
circumstances warrant, such attempts will be vigorously pursued and prosecuted
to the full extent of the law.
22
GOVERNMENTAL AFFAIRS AND POLITICAL CONTRIBUTIONS
The Company's official policy concerning all governmental, political, and public
matters in which the Company has an interest shall be determined and announced
by the Executive Committee of Sturgis Bancorp, Inc. Board of Directors. No
alteration of or deviation from such official policy will be made without the
approval of the Chairman of the Board and Chief Executive Officer of Sturgis
Bancorp, Inc.
The Company employs governmental relations and public policy personnel who are
assigned the responsibility of fulfilling its corporate public affairs
responsibility, communicating with public bodies and officials pertaining to the
Company's position on public policy questions and maintaining the goodwill and
understanding of public officials.
Communications of the Company's position to public officials or bodies by
personnel of the Company and its subsidiaries must be coordinated with the CEO
or CFO of the Bank.
The Company may also provide factual information to employees and stockholders
concerning the impact on the Company of specific issues, legislation, and other
governmental, political, and public matters. Such communications must be
approved by the Chairman of the Board and Chief Executive Officer of Sturgis
Bancorp, Inc. or the President and Chief Operating Officer of Sturgis Bancorp,
Inc.
To establish restrictions with regard to corporate participation in the
political system as imposed by law, the following guidelines will be followed:
l. No funds, assets, or services of the Company will be used for
political contributions, directly or indirectly, unless allowed
by applicable foreign and U.S. law and approved in advance by
the Chairman of the Board or President of Sturgis Bancorp, Inc.
2. If eligible under applicable foreign and U.S. law, Company
contributions to support or oppose public referenda or similar
ballot issues are permitted, but only with advance approval of
the Chairman of the Board or President of Sturgis Bancorp, Inc.
3. Employees, if eligible under applicable foreign and U.S. law,
may make political contributions through legally established
Company sponsored and approved political support funds. Any such
personal contribution is not a deductible expense for federal or
other applicable income tax purposes and is not eligible for
reimbursement by the Company as a business expense. Political
action committees are permitted under U.S. law.
Under no circumstances will any activity be authorized or undertaken by an
employee which violates the provisions of the Foreign Corrupt Practices Act,
federal and state election laws, bribery, or other applicable domestic or
foreign laws.
23
The Company encourages its employees, management, and stockholders to exercise
their voting rights and take an active interest and participate in public
affairs at local, state, and national levels.
Employees, regardless of their Company position, are free to express their views
on public affairs matters through political or non-political measures of their
choice and engage in partisan political activities. Employees should conduct
themselves in contacts with others so as to make clear that the views expressed
are their own and not those of the Company.
COMPLIANCE WITH ANTITRUST LAWS
All employees of the Company are expected to comply fully with all applicable
federal, state, and foreign antitrust laws. Whenever any doubt exists as to the
legality of any action or arrangement, such transaction must be submitted to
Company legal counsel for prior approval and continuing review. Both the spirit
and the letter of antitrust laws are to be followed, so as to avoid creating any
unlawful restraints on competition or the appearance of any unlawful restraints.
In the United States, certain types of agreements with third parties, including
competitors, suppliers, or customers, are unlawful per se under federal
antitrust law. That is, such agreements are automatically in violation of such
laws, regardless of the agreement's commercial reasonableness, its purpose, or
its actual effect on competition. Other agreements with competitors or
customers, although not unlawful per se, may be unlawful under the antitrust
"rule of reason."
Formal or informal arrangements with actual or potential competitors (a broadly
defined group) which limit or restrict competition may constitute per se
violations. Such unlawful agreements include those which: fix, stabilize, or
control prices (also a broadly defined term which includes not only price but
any element of price such as credit terms, discounts, freight rates, etc.) or
terms or conditions of sale; allocate products, markets, customers, or
territories; boycott customers or suppliers; or limit or prohibit a party from
carrying on a particular commercial enterprise. To assure compliance with
antitrust laws, Company employees are not to enter into any discussion or
arrangement with an actual or potential competitor which could result in any
such per se violation.
Certain types of restrictive understandings between a customer and supplier are
also deemed to be anticompetitive and may be per se antitrust violations. Some
such agreements are clearly per se illegal, such as an agreement between a
supplier and a distributor setting the distributor's minimum resale prices.
Others may be per se illegal if the party imposing the agreement has market
power, such an agreement imposing a requirement of reciprocal dealing, (for
example, an agreement that one party buys goods from another only or the
understanding that the second party will buy goods from the first), or tying a
customer's right to buy one product or service to the obligation to buy another.
These possible per se illegal arrangements must not be agreed to or
24
discussed with a customer, absent prior review and approval by Company counsel
that the arrangement is lawful.
Agreements that do not unambiguously injure competition (i.e., that are not per
se illegal) are analyzed under the antitrust rule of reason. Under the antitrust
"rule of reason" test, a court determines whether a particular agreement acts as
an "unreasonable" restraint on trade and thus is anticompetitive and unlawful.
Such a determination is based on a particular set of facts and circumstances,
including the terms of the agreement, the purposes, the relationship of the
parties, and the probable effects on competition. Since the circumstances
surrounding any arrangement change from time to time, it is essential that
agreements which could potentially cause an unreasonable restraint on trade be
subject to continuing review by Company legal counsel.
Unilateral action by the Company (in other words, conduct not involving an
agreement) may also violate the antitrust laws. Any transaction or practice that
would appear to result in the Company gaining a monopoly in a particular line of
business in a particular market or geographic area, or which indicates an intent
to drive a competitor out of business or to prevent a competitor from entering a
market, should therefore be avoided and discussed with Company legal counsel.
Also, discriminating pricing can violate a complicated antitrust statute known
as the Robinson-Patman Act.
The sanctions resulting from violations of the antitrust laws can be severe,
both as to corporations and as to individuals; they include both criminal
penalties and civil treble damages. Whenever any question arises as to the
significance or application of antitrust laws, Company legal counsel must be
consulted, and any agreements with possible antitrust implications shall be made
only with prior approval of Company legal counsel.
International operations may be subject to antitrust laws of either the United
States or foreign countries, so employees should be aware of the implication of
any such laws to Company transactions.
CONFLICTS OF INTERESTS, INVESTMENTS, AND
OUTSIDE BUSINESS INTERESTS OF OFFICERS AND EMPLOYEES
Employees of the Company have inquired from time to time as to the propriety of
their association with, or the investment of their personal funds in, business
enterprises similar in character to certain activities of the Company. In
response, the Company has established certain principles for the guidance of
officers and employees with respect to personal business and investment
interests.
The primary consideration of each full-time (regular as well as temporary)
officer and employee should be the fact that the employer is entitled to expect
of such person complete loyalty to the best interests of the Company and the
maximum application of skill, talent, education, etc., to the discharge of his
or her job responsibilities, without any reservations. Therefore, it follows
that no full-time officer or employee should:
25
(a) Engage in any outside activity or enterprise which could
interfere in any way with job performance;
(b) Make investments or perform services for his or her own or
related interest in any enterprise under any circumstances
where, by reason of the nature of the business conducted by such
enterprise, there is, or could be, a disparity or conflict of
interest between the officer or employee and the Company; or
(c) Own an interest in or participate, directly or indirectly, in
the profits of any other entity which does business with or is a
competitor of the Company, unless such ownership or
participation has been previously disclosed in writing to the
Chairman of the Board and Chief Executive Officer of Sturgis
Bancorp, Inc. and such officer has determined that such interest
or participation does not adversely affect the best interests of
the Company.
Notwithstanding any provision to the contrary in this Policy on investments,
securities of publicly owned corporations which are regularly traded on the open
market may be owned without disclosure if they are not purchased as a result of
confidential knowledge about the Company's operations, relations, business, or
negotiations with such corporations.
If an investment of personal funds by an officer or employee in a venture or
enterprise will not entail personal services or managerial attention, and if
there appears to be no conflict or disparity of interest involved, the following
procedure nevertheless shall be followed if all or any part of the business of
the venture or enterprise is identical with, or similar or directly related to,
that conducted by the Company, or if such business consists of the furnishing of
goods or services of a type utilized to a material extent by the Company:
(a) The officer or employee desiring to make such investment shall
submit in writing to the Chairman of the Board and Chief
Executive Officer of Sturgis Bancorp, Inc. a brief summary of
relevant facts; and
(b) The Chairman of the Board and Chief Executive Officer of Sturgis
Bancorp, Inc. shall consider carefully the summary of relevant
facts, and if he concludes that there appears to be no
probability of any conflict of interest arising out of the
proposed investment, the officer or employee shall be so
notified and may then make the proposed investment in full
reliance upon the findings of the Chairman of the Board and
Chief Executive Officer of Sturgis Bancorp, Inc.
In the event the Chairman of the Board and Chief Executive Officer of Sturgis
Bancorp, Inc. should desire to make such an investment, he or she may do so only
upon approval of the majority of a quorum of the Executive Committee of the
Board of Directors of Sturgis Bancorp, Inc. other than himself, at any regular
or special meeting of such Committee.
26
Every officer and employee shall be under a continuing duty to report, in the
manner set forth above, any situation where by reason of the economic or other
interest in an enterprise there is then present the possibility of a conflict or
disparity of interest between the officer or employee and the Company. This
obligation includes but is not limited to (1) any existing personal investment
at the date of promulgation of this policy, (2) any existing personal investment
at the time of employment of any officer or employee by the Company, and (3) any
existing personal investment, whether or not previously approved, which may
become in conflict with the provisions of this policy because of changes in the
business of the Company or changes in the business of the outside enterprise in
which investment has been made.
In the event of a finding by the Chairman of the Board and Chief Executive
Officer of Sturgis Bancorp, Inc. (or by the Executive Committee of the Board of
Directors of Sturgis Bancorp, Inc., if applicable) that a material conflict or
disparity of interest does exist with respect to any existing personal
investment of an officer or employee, then, upon being so notified, the officer
or employee involved shall immediately divest himself or herself of such
interest and shall notify the Chairman and Chief Executive Officer of Sturgis
Bancorp, Inc. (or the Executive Committee, if applicable) in writing that he or
she has done so.
RESPONSIBILITY FOR REPORTING
The Company has established a reporting system that allows officers, employees,
and other agents of the Company to report violations of any of the Policies set
forth in this booklet, or other Company policies, as well as any suspected
criminal conduct by any officer, employee, or agent of the Company relating to
the performance of his or her duties.
Upon observing or learning of any such violation or criminal conduct, employees
should report the same by writing a letter describing the suspected violation or
criminal conduct with as much detail as possible and sending the letter to:
ERIC EISHEN
CONFIDENTIAL - CONDUCT OF BUSINESS AFFAIRS
P.O. BOX 600
STURGIS, MICHIGAN 49091
Employees may also report the same by telephoning the Office of the Chairman of
the Company, Lawrence Franks at Burr Oak Tool & Guage Company (269) 651-9393. If
an employee places the call from his or her extension, or an outside line, the
message will be completely anonymous. Similarly, e-mail addressed to the OFFICE
OF THE CHAIRMAN will also be completely anonymous.
The Employee may (but is not required to) sign the letter or e-mail. Anonymous
letters and anonymous e-mail will be investigated and acted upon in the same
manner as letters and e-mail which contain a signature. All letters and e-mail
should contain as much specific detail as possible to allow the Company to
conduct an investigation of the reported matter.
27
All letters, e-mail, and telephone calls submitted shall be kept in confidence
and acted upon only by designated objective Company personnel unless disclosure
is required or deemed advisable in connection with any governmental
investigation or report, in the interest of the Company, or in the Company's
legal handling of the matter. The Company will not condone any form of
retribution upon any employee who uses the reporting system in good faith to
report suspected wrongdoers, unless the individual reporting is one of the
violators. The Company will not tolerate any harassment or intimidation of any
employee using the reporting system.
COMPLIANCE: ADMINISTRATION
It is a condition of new or continued employment that each employee accepts the
responsibility of complying with the foregoing policies. The Company will
require each employee of the Company to complete and submit a statement in a
form designated by the Company pertaining to such employee's agreement to and
compliance with the policies set forth in this booklet. The Company reserves the
right to request any employee to complete and submit such statement at any time
or as frequently as the Company may deem advisable.
The Chairman of the Board and Chief Executive Officer of Sturgis Bancorp, Inc.
may from time to time at the Chairman's discretion delegate any of the
responsibilities to be fulfilled by the Chairman as hereinabove set forth. Such
delegation may be made to any executive officer of the Company.
An employee who violates any of these policies is subject to disciplinary action
including but not limited to suspension or termination of employment, and such
other action, including legal action, as the Company believes to be appropriate
under the circumstances.
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ACKNOWLEDGMENT
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I,________________________________, hereby acknowledge the receipt of a
copy of Sturgis Bancorp, Inc. Ethics/Insider Trading Policy and state that I
have read and understand its contents.
_________________________________/___________
Signature Date
29