Code of Business Conduct and Ethics
Trinity Capital Corporation ("TCC") and its subsidiaries (collectively referred to as the "Company") are committed to the highest ethical standards and strict compliance with applicable laws and regulations. Ethical and legal conduct by all employees, officers and directors is required by our Core Guiding Values and this Code of Business Conduct and Business Ethics (the "Code"). Such ethical conduct contributes to positive morale, customer satisfaction, market share, shareholder returns, and TCC's reputation.
- General Policy Statement
TCC established this Code to provide all employees, officers and directors of the Company with general guidance in fulfilling their ethical responsibilities to the Company. The two main principles that are expressed throughout this Code, and that are the major tenets of all ethical conduct for employees, officers and directors of the Company are:
- respect for and compliance with the laws, rules and regulations of the United States, and the states, counties, cities and other jurisdictions, in which the Company conducts its business as well as all other laws, rules and regulations that are applicable to the Company; and
- loyalty to the interests of the Company's shareholders.
These principles require that employees, officers and directors of the Company act in a manner that will ensure:
- honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
- avoidance of conflicts of interest, including disclosure to an appropriate person or person identified in this Code of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;
- full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Company;
- compliance with applicable governmental laws, rules and regulations; and
- prompt internal reporting of violations of this Code to an appropriate person or persons.
This Code does not summarize or address all ethical questions or specific situations that might arise. Rather, it is designed to provide employees, officers and directors with general guidance on their ethical obligations in the performance of their duties to the Company. Most problems can be avoided by simply using good judgment and seeking guidance when problems arise. It is the responsibility of each employee, officer and director to raise questions, make appropriate disclosures and bring concerns to the attention of the Company's management or Board of Directors. All questions may be directed to the Chief Executive Officer (CEO), President, Chief Financial Officer (CFO), the General Counsel, or your direct manager.
- Real and Apparent Conflicts Of Interest
All employees, officers and directors of the Company should be scrupulous in avoiding conflicts of interest and maintaining their independent judgment in the conduct of the Company's business. A "conflict of interest" exists whenever an individual's private interests interfere or conflict in any way, or even appear to interfere or conflict, with the interests of the Company. A conflict of interest may unconsciously influence even the most honest person and the mere appearance of a conflict may cause the conduct of an employee, an officer or a director to be questioned and should therefore be avoided. A conflict may arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her duties objectively or effectively. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company, whether received from the Company or a third party. Loans to, or guarantees of obligations of, employees, officers and directors and their respective family members and companies or other organizations in which they have an interest, either financial or otherwise, may create conflicts of interest, unless such arrangements are made in compliance with the rules and regulations of the relevant banking regulatory agencies covering insider loans.
Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Audit Committee of the Board of Directors. Employees, officers and directors who become aware of a conflict or the appearance of a conflict should immediately present the situation to his or her immediate supervisor, Human Resources or to the General Counsel, as the situation merits.
Some examples of a potential conflict of interest include:
- owning a material financial interest in a competitor of the Company or an entity that does business or seeks to do business with the Company;
- being employed by, performing services for, serving as an officer of, or serving on the board of directors of any such entity;
- making an investment that could compromise one's ability to perform his or her duties to the Company; or
- having an immediate family member who engages in any of the activities identified above.
Employees, officers and directors should not seek or accept for their own benefit, or for the benefit of any immediate family member, any favors, preferential treatment, special benefits, special documents, gifts or other consideration as a result of their association with the Company or any company that does business with the Company, except those usual and normal benefits directly provided by the Company or any such entities. The foregoing, however, does not prohibit the receipt of gifts of nominal value pursuant to our Bank Bribery Policy.
If you believe a situation creates a conflict of interest or the appearance of a conflict of interest, the best course of action is to report this to your supervisor so that someone else may handle the transaction and to ensure that neither you nor the Company are placed in an embarrassing or compromising situation.
Employees, officers and directors are prohibited from:
- taking for themselves personally opportunities that properly belong to the Company or that are discovered through the use of corporate property, information or position;
- using corporate property, information or position for personal gain; and
- competing with the Company.
By virtue of your position, you will possess confidential information regarding our customers as well as the Company. Employees, officers and directors of the Company must not disclose any confidential information entrusted to them by the Company, a customer of the Company or any other party that the Company does business with, to any third party, except when disclosure is authorized by the Legal Department, the President, or the Chief Executive Officer. Such information includes, among other things, customer information, information relating to proposed, ongoing or completed transactions of the Company, proprietary information, confidential financial information of the Company, business plans and personnel information. Proprietary information can include trade secrets, pricing models, customer lists, and intellectual property among other items. Employees, officers and directors should consult with the Legal Department if they believe they have a legal obligation to disclose confidential information prior to making any disclosure. Confidential information includes all non-public information that might be of use to competitors of the Company, or harmful to the Company or its customers if disclosed. The responsibility of each employee, officer and director to maintain the confidentiality of Company and customer information continues even after you terminate your relationship with the Company. The disclosure of confidential information may also lead to questions of insider trading or tipping.
Only designated officers may speak on behalf of the Company. These persons are the CEO and President. Individuals who speak directly to the media without receiving authorization risk providing incorrect or incomplete information or revealing proprietary information. All employees, officers and directors shall direct all media inquiries to the President or CEO.
All employees of TCC become stockholders through the Employee Stock Ownership Plan, the Company also encourages you to take an active interest in the Company's continued growth and success through private investment in our stock. However, it is important to remember a few items regarding TCC stock and stock in other publicly-traded companies. As an employee, officer or director, you may become aware of certain "material non-public information" regarding our business. Securities laws and regulations prohibit the misuse of material non public information (positive or negative) when purchasing, selling or recommending securities. Such misuse includes trading or tipping others (including your immediate family) to trade in TCC securities or other companies when you are aware of material information that has not yet been made available to the public by the Company.
Material information is any information that could be considered important by a person in deciding whether to trade in a company's stock. Material non-public information may not be selectively disclosed, that is, disclosed to a group smaller than the general public. In order to avoid potential problems, you should interpret the term "material non-public information" broadly. If you are unsure whether information is material or whether it has been made available to the public, contact the TCC Stock Representative, CFO or General Counsel.
Employees, officers and directors must comply with the practices and procedures set forth in the Company's Insider Trading Policy, a copy of which has been distributed to all employees, officers and directors and is available on the Company's intranet. Please contact the General Counsel if you have any questions regarding the purchase, sale or recommendation of TCC stock. Violation of the Company's policies with regard to insider trading may result in serious criminal and civil penalties for the individuals involved as well as disciplinary action by the Company. Executive officers and directors must comply with additional requirements when dealing with TCC securities, including filing trading reports and avoiding "short swing" trading.
Each employee, officer and director should endeavor to deal fairly with the Company's customers, suppliers, competitors, officers and employees. Employees, officers and directors should not take unfair advantage of any other party through fraud, manipulation, concealment, abuse of privileged information, misrepresentation or omission of material facts or any other unfair practices.
Protection And Proper Use Of Company Assets
All employees, officers and directors should protect and safeguard from harm the Company's assets. Theft, including time fraud, misappropriation or destruction of the Company's assets are in direct violation of an employee's obligations to the Company and its shareholders. Employees, officers and directors of the Company may only use the Company's assets for Company business. Limited personal use of assets may be permitted upon supervisor or Human Resource approval or as provided in the Employee Handbook.
Financial Reporting and Compliance with Controls
Employees, officers and directors must comply with all financial reporting and other regulatory and legal requirements applicable to the Company. All business transactions must be reported and disclosed in a manner consistent with generally accepted accounting principles of the United States (GAAP). All reports of financial condition must be free of false information and misrepresentations of any kind, including omissions, inaccuracies, and organization of information in a manner intended to mislead or misinform. All employees, officers and directors must cooperate with and assist the Company's internal and independent auditors in the performance of their duties to the Company and must comply with all internal control procedures established by the Company for the safeguarding of assets and proper reporting and disclosure of financial information.
It is of critical importance that the Company comply with all of its regulatory disclosure obligations. Filings by the Company with the Securities and Exchange Commission and other regulatory bodies must be clear, complete, accurate and timely. Depending on their position with the Company, an employee, officer or director may be called upon to provide necessary information to ensure that the Company's public reports are complete, fair and understandable. We have also developed and must maintain a system of internal controls that provide reasonable assurance that our financial statements are reliable and complete. The Company expects employees, officers and directors to take this responsibility very seriously and to provide prompt, complete and accurate answers to all inquiries by management, internal and external auditors, regulatory agencies and the Board of Directors.
General Conduct Prejudicial to the Company
All employees, officers and directors are associated by our customers and the general public with the Company. As such, you are expected to maintain the Company's image and reputation when communicating with others. This includes every written, verbal or electronic communication. Slanderous, libelous, obscene or distasteful communications are never appropriate and will not be tolerated. Directors, officers and employees shall not engage in illegal or other behavior inconsistent with the ethical standards of the Company and the requirements contained in this Policy.
Reporting Illegal or Unethical Conduct and Accounting Concerns, Errors or Improprieties
To protect your reputation as well as the reputation of the Company, all directors, officers and employees are required to report concerns of misconduct, illegal or unethical behavior, accounting concerns, errors or improprieties whether you are involved in the situation or not, and inquire as to the appropriate conduct in a particular situation when uncertain about how to proceed. We strive to ensure our employees are comfortable reporting their concerns within the organization to allow management to take corrective action; however, employees, directors, shareholders and members of the public may always report concerns directly to our Board of Directors or our regulatory agencies. All reports are investigated and retaliation is not tolerated.
TCC strives to make employees comfortable in reporting issues by providing multiple avenues for communication,and by providing access mechanisms to contact the Board of Directors directly. Employees may utilize these access mechanisms to make reports to management or the Board of Directors. Employees may also make reports directly to our regulatory agencies following the processes established by each agency.
Reports of concerns of misconduct, illegal or unethical behavior, and accounting concerns, errors or improprieties may be made through any of the following mechanisms:
- Directly to your supervisor
- Directly to Director of Human Resources, Internal Auditor, General Counsel, Chief Financial Officer, President, Chief Executive Officer
- Anonymously to persons named above through email, interoffice mail, written communications or telephone
- Directly to Audit Committee Chair or other designated member of the Board of Directors
- Anonymously to the Audit Committee Chair or other designated member of the Board of Directors through email through the TCC website (www.lanb.com/AnonContact.aspx) or the Company's Post Office Box.
If you choose to identify yourself, the Company makes all reasonable efforts to protect your identity and limit knowledge of the complaint to those with a "need to know" of the complaint in order to investigate, correct and prevent reported behavior in violation of the Code. This protection will be provided to the extent possible, based upon the need to prevent potential harm to others, to comply with the law and to conduct a complete investigation. You will receive confirmation that your report was received and, in most instances, you will be notified of the results of the investigation and any corrective actions taken.
Anonymous reporters are encouraged to contact the report recipient again to allow for inquiries and clarification to provide for a more efficient, thorough and accurate investigation. Anonymous reporters are also encouraged to contact the report recipient again to permit the recipient to update the reporter on the progress and results of the investigation.
All reports of misconduct, illegal or unethical conduct, and accounting concern, errors, and improprieties will be treated seriously. All reports will be investigated in a timely manner, acted upon appropriately and the results of that investigation will be reported to the CEO and Audit Committee. Reports will be routed to the appropriate department or personnel in order to conduct an efficient, thorough and accurate investigation. Reports that raise material concerns with regard to our accounting practices, internal controls or audit matters will be referred to the Board of Directors' Audit Committee. The Company may employ or retain any outside resources deemed necessary for the investigation.
The Company expressly prohibits retaliatory action based on any protected action as well as any good faith report of misconduct, illegal or unethical behavior, accounting concerns, errors or improprieties. The Company further provides protection from retaliation from raising any concern in good faith to the Company's regulatory agencies, including the statutory protections contained within the Sarbanes-Oxley Act of 2002 Section 806 that includes internal complaints, communications with Congress, contacts with government agencies, and participation in investigations of securities law violations. The Company will work with the reporting employee, their supervisor, Human Resources, and the Legal Department to ensure no retaliation occurs. Any report made in bad faith will be treated as a violation of the Code and may subject the reporting employee to discipline up to and including termination.
The Company also grants to employees the right to refuse to act in violation of law. If you believe you are being asked directly or indirectly to take action or by an omission in a manner you believe to be illegal or unethical, you have the right to refuse to follow such direction. You are required to immediately report your refusal and the reasons therefore to the Director of Human Resources, CEO, the Internal Auditor or the Legal Department. You may also report directly to the Audit Committee Chair of the Board of Directors.
If misconduct, illegal or unethical behavior is discovered, the departments and personnel involved will meet with the appropriate senior management and/or board memebers to devise remedial measures to respond to the finding. The reporting employee, if that person's identity is known, will be notified of the outcome of investigations to the extent allowed by law unless additional liability to the Company will result from such notificaiton.
In addition to the Code, all attorneys representing the Company, either employed or external, will be provided with and must agree to abide by the Trinity Capital Corporation Attorney Reporting Procedure, with the same protections covering employed attorneys from retaliation for any attorney reporting concerns of misconduct, illegal or unethical behavior.
Audits, Investigations or Litigation
Employees should immediately notify the Legal Department of any government investigations, governmental audits, governmental requests for information, service of summons or subpoenas, writs and levies. No information may be provided to any governmental agency unless it is first approved by the Legal Department or CEO. TCC and its employees are entitled to all safeguards provided by law for companies and individuals involved in investigations, including the right to be represented by and consult with counsel.
All information provided in response to such legal requests and internal investigations should be truthful and accurate and must not impede, obstruct or improperly attempt to influence the request or investigation. You are expected to cooperate fully with our internal, external and governmental auditors and regulators. You must not directly or indirectly take any action to coerce, manipulate, mislead or fraudulently influence any internal auditor, public accountant, or government regulator engaged in the performance of an audit or review of the Company's financial statements or operations. Employees, officer and directors should not alter, falsify, mutilate, cover up, dispose of, or destroy any documents or records related to any government request, investigation or legal proceeding.
Waivers and Amendments
The provisions of this Code may only be waived or amended by the Board of Directors or a committee of the Board of Directors. Any waiver or amendments will be promptly disclosed as required by law.
Any officer or employee who violates this Code, or fails to report a violation of this Code of which you have knowledge or relevant information, will be subject to disciplinary action, up to and including termination from the Company.