1. BE HONEST
Be absolutely and completely honest in every way and in
every circumstance.
Act with fidelity to our owners; don't use Company assets
for your personal benefit. Do your best to record business
transactions accurately and ensure that the Company's
public and regulatory disclosures are accurate, complete
and understandable.
Honesty is a cornerstone of this Code and of our business
practices. You are expected to be scrupulously honest in
your work and dealings with others.
-
KEEPING ACCURATE RECORDS
You have an important obligation
to keep accurate and truthful
records and entries. The
accuracy of your work sets the
foundation for the Company's
financial reporting to the public
and regulators and is therefore
essential.
-
EMPLOYEE COMPENSATION AND BENEFITS
Employees are held to a strict
standard of true and accurate
reporting related to compensation,
benefits enrollment, and claims
and utilization of leave. You are
expected to check your direct
deposits or payment vouchers for
accuracy and to report any errors
immediately to your supervisor.
-
EXPENSE REIMBURSEMENT
Employees will be reimbursed for
personal funds legitimately spent
on behalf of the Company. You
will be reimbursed only for actual
and reasonable business expenses
incurred and submitted within
Company policies. A false claim
could be considered theft. You
must comply with the Company's
policies and procedures when
entertaining other employees
at functions or special events
(luncheons, meetings, receptions,
employee parties, etc.).
-
INCENTIVE PAY
Some positions provide
opportunity to earn bonuses
or commissions. Employees
are expected to adhere to plan
guidelines and submit only true
and accurate information and
reports relating to incentive
pay. Any manipulation or
misrepresentation of products
or information in order to meet
incentive goals is unacceptable.
For example, advising a customer
to purchase a product that is
inappropriate to the customer's
needs simply in order to make
a bonus is not permitted.
Reclassifying or transferring
existing business is not a true sale
unless it conforms to a specific
bank program or strategy and
clearly benefits the customer with
full knowledge and agreement.
-
USE OF SUPPLIES AND MATERIALS
You should use supplies, materials
and other assets of the Company
only for business purposes.
Never use Company letterhead
in a manner that could create the
impression that the Company is
in any way endorsing, standing
behind or responsible for the
content of the letter.
-
REMOVAL OF COMPANY PROPERTY
Employees must obtain permission
prior to removing any Company
property from any Company
premise. You are responsible for the
return of Company assets assigned
to you on a long-term basis.
-
USE OF PERSONAL COMPUTERS, EMAIL AND INTERNET
The Company's communications
systems —including telephone,
email, internet, voicemail and
computers—are for business
purposes. Personal use should not
be excessive. Follow the Electronic
Communications Policy detailed
in the Employee Handbook. Never
use Company communications
systems for any activity that could
be harmful, illegal or embarrassing
in any way.
-
PERSONAL AND OTHER BUSINESS
You are not permitted to engage
in business on behalf of other
companies, organizations or
persons, on Company premises
or using Company equipment
(including in-person meetings,
telephone calls, email, internet,
voicemail and computers),
other than incidental activities
relating to family maintenance
activities, personal investments,
outside employment, charitable
and community activities, and
similar matters permitted under
this Code. You must not do
anything to create the impression
that the Company is in any way
sponsoring or responsible for
these other companies, activities,
organizations or persons.
To assist in maintaining
appropriate business practices
related to personal fundraising
activities, please review the
Fundraising Activities guideline
available on the ethics portal.
-
STANDARDS FOR PERSONAL FINANCES
As a financial institution, the
Company's business depends on
public confidence in our ability to
help manage the financial affairs
of others. In general, your personal
finances are private. However,
because you represent the
Company, it is important that you
manage your personal finances
properly and in a prudent manner.
If you are having financial
difficulties, you may contact the
Employee Assistance Program
(EAP), which can provide
confidential advice and referrals to
community resources.
-
PROTECTING INTELLECTUAL PROPERTY AND PROPRIETARY OR CONFIDENTIAL INFORMATION
Do your best to safeguard all
Company assets. The assets of
the Company include more than
financial assets and property. They
also include valuable employees
and proprietary or confidential
information.
Falsifying information, misappropriating money or other property,
misrouting checks to delay payment, misposting accounts to
favor oneself, or making false entries, records or reports violates
federal banking laws. Fines can be up to $1,000,000 for such
violations, with imprisonment up to 30 years.
2. RESPECT OTHERS
Deal with others — including your fellow employees and our
customers, vendors, shareholders and competitors — as you would
like them to deal with you. Always maintain the confidentiality of
clients and customers.
Respecting others includes a range of concerns, such as treating
fellow employees properly, helping the Company maintain a
supportive and nondiscriminatory workplace, and ensuring the
confidentiality and security of customer information.
-
A HEALTHY WORK ENVIRONMENT
Every employee has the
right to work in a healthy,
safe, positive and protected
working environment. The
Company promotes a policy
of nondiscrimination and
respect for diversity among
all employees. The Company
prohibits discrimination and
reaffirms its policy of providing
Equal Employment Opportunity
(EEO) by extending equal
employment and advancement
opportunities to all employees
and applicants for employment,
without regard to race, color,
religion, age (40 and over), sex,
pregnancy, gender, disability,
national origin, ethnic background,
citizenship, veteran status,
military service, sexual orientation,
gender identity and expression,
or any other characteristic
protected by applicable law.
As an Equal Opportunity
Employer, the Company's policy
of nondiscrimination prevails
throughout every aspect of the
employment relationship, including
hiring, training, promotion,
compensation, benefits,
termination and retirement.
You are accountable for managing
all information you create, use or
distribute. It is your responsibility
to ensure that materials on any
Company equipment and on
display in all work locations for
which you have ownership are
business appropriate. Materials of
a pornographic, racist, sexist or
any other inappropriate nature are
not acceptable for display or use
in the workplace.
-
NO HARASSMENT, INTIMIDATION OR RETALIATION
The Company expects all
employees to perform all job
duties and to interact with each
other in a positive and helpful way,
without regard to race, color, age
(40 and over), sex, pregnancy,
religion, gender, disability, national
origin, ethnic background,
citizenship, veteran status, military
service, sexual orientation, gender
identity and expression, or any
other characteristic protected
by applicable law. The Company
does not tolerate harassment
of, retaliation towards, or the
creation of a hostile or offensive
working environment of any
kind for any employee based on
these protected characteristics.
If you have a concern relating
to discrimination, harassment
or intimidation, you have an
obligation to bring it forward for
resolution as promptly as possible,
without fear of retaliation.
-
PRESERVING PRIVACY AND CONFIDENTIALITY
As an employee of the Company,
you may have access to
confidential information about the
Company, employees, customers,
vendors and other entities. You
may not use or disclose any
sensitive, confidential, proprietary
or nonpublic personal information
about the Company or its
employees, customers or vendors
unless disclosure is required
by law or in accordance with
the Company's privacy policies
and customer agreements. Any
sensitive, confidential, proprietary
or nonpublic personal information
that you obtain in the course
of your relationship with the
Company must not be used for
your own personal gain or for that
of family, friends or acquaintances.
For example, any information
you acquire because of your
position that concerns employees,
customers, products, services,
pricing and systems; plans and
strategies; intellectual property
such as patents, marketing and
business plans; or passwords
or computer programs, reports,
proposals or other documents
must be kept strictly confidential
and never used for your own
profit.
3. AVOID CONFLICTS OF INTEREST
Even the reasonable appearance of a conflict is prohibited
by this Code. The best course of action if an actual,
potential or apparent conflict of interest arises is to
avoid the conflicting situation or to make sure that the
situation is approved in accordance with this section or the
Administration of Standards section of this Code.
Remembering a few things
will help you avoid conflicts of
interest:
-
The assets of the Company
belong to the shareholders, who
are the owners of our Company,
and not to any of us individually.
-
Our customers will want to
do business with us only if
they believe we are dedicated
to providing products and
services that are in their best
interest. If you have a personal
financial interest in a transaction
involving a customer (other than
compensation and incentives
made available to you by the
Company), or even appear to
have such an interest, this could
cause our customers' trust in us
to be damaged and our business
to suffer.
-
The Company should only do
business with vendors and
customers when it is in the
Company's best interest, and not
because particular employees
receive special benefits or
compensation. If you were to
receive special benefits from
a vendor, it could bring into
question whether the vendor's
products or services were
truly the best available to the
Company.
Some ordinary course transactions
between the Company and employees do not constitute
conflicts of interest. These
include ordinary compensation
to employees; credit extended
in accordance with Regulation
O; and deposit, consumer loan,
wealth management and similar
transactions in the ordinary course
of the Company's business on
terms substantially similar to
terms offered to comparably
situated customers who are not
employees, or in accordance with
programs expressly designed for
employees.
Never take advantage of your
position with the Company, or
your access to private information
not generally known by the public,
to profit personally or to benefit a
member of your family.
Respecting others includes a range of concerns
— treating
fellow employees properly,
helping the Company maintain a
supportive and nondiscriminatory
workplace, and ensuring the
confidentiality and security of
customer information.
You are required to disclose
all
potential conflicts of interest,
including those in which you have
been inadvertently placed due
to either business or personal
relationships (see below) with
customers, suppliers, business
associates or competitors of the
bank.
You are required to disclose
may
include, but will not be limited
to, a relationship between
an employee and his or her
immediate or extended family
including in-laws, close friends
or romantic associations. A
relationship may be deemed to be
personal by the Company when
the relationship may reasonably
impact an employee's ability to
maintain objectivity or when an
employee's judgment may be
compromised as a result of the
relationship. The Company will
not define all types of personal
relationships in the Code of
Conduct. Therefore, employees
are encouraged to contact Human
Resources when a relationship
exists that could reasonably create
a real or perceived conflict of
interest between the employee
and the customer, supplier,
business associate or competitor.
The Company reserves the right
and discretion to determine
if and when, under specific
circumstances, such a personal
relationship exists and creates
a real or potential conflict of
interest.
There are many ways conflicts of
interest may arise. Some of the
most common are addressed on
the following pages.
A "conflict of interest" occurs
whenever an individual's personal
interest interferes significantly,
or could reasonably appear to
interfere, with the interests of the
Company. You must never use
or attempt to use your position
with the Company to obtain any
improper personal benefit for
yourself or your family, friends,
acquaintances or others.
-
OUTSIDE EMPLOYMENT AND EXTERNAL ACTIVITIES
You are expected to devote
your full time to the Company's
business during working hours. In
addition, supervisor approval is
required for the use of Company
time towards any nonprofit
organization, whether or not
the activity is sponsored by the
Company.
Employees may not engage in
paid employment or other outside
activities if it:
(1) Interferes with your work performance for the Company;
(2) Involves the sale of securities, insurance, financial, accounting, or tax products or services;
(3) Precludes the Company from
engaging in business with the
outside company; or
(4) Fails to comply with the other provisions of this Code.
If you hold any position with an
outside organization or company,
you may not participate in any
action or decision taken or made
by either:
(1) The outside organization
or company that involves the
Company, or
(2) The Company that involves the
outside organization or company.
Your outside activities are
not generally covered by the
Company's insurance policies.
You are responsible for assessing
the risks associated with your
activities and obtaining any
insurance coverage for your
outside activities through
your personal insurance or
the insurance of the outside
organization.
Approval must be obtained
for any employment activities
involving Company customers or
vendors.
Employees who are not officers of
the Company may engage in paid
employment or other conflict with
the limitations described above.
Board Memberships
Approval is not required for
board membership and voluntary
activities relating to HOA boards,
personal interest associations,
sporting clubs and religious
groups.
Employees are encouraged to
seek approval for appointments
to the board of any nonprofit
organization. In particular, if your
role with a nonprofit organization
involves financial authority,
seeking approval is encouraged to
enable appropriate guidance so as
to avoid any potential conflicts of
interest. Request for approval can
be submitted online at
www. zionsethics.com or by
calling 1-800-280-3361.
Additional Requirements for Company Officers
An officer of the Company may
not engage in any significant paid
employment for anyone other
than the Company, or in any other
outside activity (whether paid
or not) that conflicts with the
officer's duties to the Company,
unless the employment or activity
is approved in accordance with
the Administration of Standards
section of this Code or is
otherwise permitted under this
Code.
In general, outside employment or
activities by an officer will not be
approved if:
(1)They entail substantial
involvement with Company
customers for which the officer
has meaningful relationship
responsibilities;
(2) The outside company or
activity is in competition with any
significant line of business of the
Company; or
(3) The outside company is a bank,
savings association, credit union,
or other depository organization
or holding company.
Officers may only engage in
membership on the Board of
Directors or Board of Trustees or
similar body of a for-profit outside
company if approved in writing
by an executive officer of Zions
Bancorporation.
Officers may engage in the following activities without approval:
1) Part-time educational, athletic,
health, safety and similar activities
that do not involve material pay;
2) Part-time employment with
personal or family owned or
operated businesses and similar
activities; or
3) Any outside activity otherwise
permitted under this Code.
-
CORPORATE OPPORTUNITIES
You may not take advantage of a
business opportunity discovered
through the use of Company
property or information or
your position (or direct such
an advantage to a third party),
unless the Company has already
been offered the opportunity and
waived it in writing.
-
TRANSACTIONS WITH VENDORS AND CUSTOMERS
Unless approved in accordance
with the Administration of
Standards section of this Code,
neither you nor members of your
family may:
(1) Knowingly invest in, loan funds
to, or engage in business ventures
with the Company's current or
prospective customers or vendors
(or their principals or related
companies); or
(2) Knowingly borrow or accept
investments or funds from
the Company's current or
prospective vendors or customers
(or their principals or related
companies).
You may not engage in a personal
(as defined earlier) and/or
romantic or intimate relationship
with a client in your customer
portfolio, or with a vendor with
whom you transact business on
behalf of the Company. Notify
your supervisor or Human
Resources Business Partner
immediately if this situation
develops.
Neither the foregoing provisions
under this heading nor any other
section of this Code is intended to
restrict employees from:
(1) Investing in mutual funds or
other pooled investment vehicles,
which hold securities issued by
the Company's competitors or
customers, so long as such funds
or vehicles were not created to
avoid the restrictions contained
in this Code and have diversified
securities holdings;
(2) Obtaining normal credit
granted by merchants or loans
from financial institutions made in
the ordinary course of business;
(3) Borrowing from or lending to
family members where there will
not be any conflict of interest or
appearance of a conflict;
(4) Purchasing or selling real estate
for fair market value (or receiving
or extending related credit) in
the course of routine real estate
transactions; or
(5) Renting or leasing real or
personal property in a routine
transaction at fair market value.
-
ENGAGING IN POLITICAL ACTIVITIES AND CONTRIBUTIONS
The Company encourages you to
participate in political activities
and support the democratic
process. No one in the Company
may require you to contribute to,
support or oppose any political
group or candidate. If you choose
to participate in the political
process, you must do so as an
individual and not on behalf of the
Company.
Unless otherwise required by
applicable law, while continuing
your employment with the
Company, you may not become a
candidate for, or accept election
or appointment to, any political
office, if your political office,
positions or responsibilities could:
(1) Interfere with your work
performance for the Company;
(2) Reflect adversely upon the
Company's reputation; or
(3) Preclude the Company from
engaging in business with the
political entity for which you serve.
If action is to be taken by the
political entity that involves
the Company, you must make
such disclosures and take such
actions as are required by law
as a result of your affiliation
with the Company (including, if
necessary, recusing yourself from
participating in decisions).
There are complex laws
and regulations governing
campaigning for and serving
in public offices. If you engage
in campaign activities, you are
responsible for knowing and
complying with these laws and
regulations, especially those that
limit the Company's ability to
contribute to or participate in
campaign activities.
The Company encourages you
to become involved in electing
qualified candidates for public
office. However, this policy and
federal law do not permit using
corporate funds, property or
resources, including your time,
for running partisan political
campaigns or raising campaign
funds.
The Company is not permitted to
give corporate funds, property
or other resources to political
parties or candidates, except
to coordinate the activities
and administrative needs of its
Political Action Committee (PAC).
Furthermore, the Company will
not reimburse any employee
for such contributions or
expenditures.
The Company cannot grant
loans to candidates or parties,
except when they are made in the
ordinary course of business and
follow federal and state laws.
Nevada State Exception: Nevada
State Bank may legally contribute
to the campaigns of candidates
for state office. The president
of Nevada State Bank (or his
assigned delegate) must first
approve any such contributions.
Any questions regarding this
policy or your political activities
should be directed to the
Company's Legal Department.
-
CIVIC, RELIGIOUS AND CHARITABLE CONTRIBUTIONS AND SPONSORSHIPS
The Company is frequently
asked by civic, religious or
charitable organizations for
contributions and sponsorships.
Contributions and sponsorships
must be approved in accordance
with Company policies and
procedures. If you request
contributions for or sponsorships
of organizations to which you
belong, you must disclose your
affiliation with those organizations.
Contributions to and sponsorships
of an organization in which the
approving person participates
must be reported to the relevant
bank or holding company Board
of Directors at least annually.
To assist in maintaining
appropriate business practices
related to personal fundraising
activities, please review the
Fundraising guideline available
on the Corporate Ethics intranet
page.
-
REIMBURSEMENT OF EMPLOYEE CONTRIBUTIONS
The Company does not restrict or
discourage you from personally
contributing to political parties or
candidates or to civic, religious
or charitable causes. Such
contributions are not reimbursable
by the Company in any way, either
directly or indirectly.
-
EXTRA COMPENSATION
You may not accept any form
of compensation beyond
compensation from the Company
for performing your normal
work duties, and you may not
offer or pay any such additional
compensation to other officers or
employees for performing normal
work duties, unless approved by
a CEO or a representative of the
Human Resources Compensation
Group or unless the payment is
processed through the payroll
department in accordance with
its normal procedures. Neither
this policy nor policies contained
under the heading "Outside
Employment" are intended to
prohibit an officer or employee
from engaging another officer
or employee to perform bona
fide services, not constituting
normal work duties, outside of
working hours for reasonable
compensation.
-
TRANSACTIONS WITH EMPLOYEES
You may not lend to, invest in
or provide significant funds to
other employees, or borrow or
accept investments or funds
from other employees, unless
approved in accordance with
the Administration of Standards
section of this Code or subject to
one of the exceptions described
below.
Neither the foregoing provisions
under this heading, nor any other
section of this Code is intended to
restrict employees from:
(1) An employee to employee
exchange where the gift is based
on an obvious family or personal
relationship (as defined -earlier)
where there will not be any
conflict of interest or appearance
of a conflict;
(2) Borrowing from or lending to
family members where there will
not be any conflict of interest or
appearance of a conflict;
(3) Obtaining normal credit
granted by merchants or loans
from financial institutions made in
the ordinary course of business;
(4) Purchasing or selling real estate
for fair market value (or receiving
or extending related credit) in
the course of routine real estate
transactions;
(5) Renting or leasing real or
personal property in a routine
transaction at fair market value; or
(6) Investing in mutual funds or
other pooled investment vehicles
that hold securities issued by
the Company's competitors or
customers; so long as such funds
or vehicles were not created to
avoid the restrictions contained
in this Code and have diversified
securities holdings.
In all the above personal
transactions, employees have
an obligation to make clear that
they are not in any way acting
on behalf of, or representing the
Company.
-
EMPLOYEE INVESTMENTS USING CONFIDENTIAL INFORMATION
You may not use confidential,
proprietary or nonpublic
information to which you have
access as an employee in handling
your own personal financial
interests and investments, either
during or after employment with
the Company.
You may not make an offer to or
accept an offer from a customer
or vendor to buy securities or
anything else of value at terms
more favorable than those offered
to the general public.
You may not purchase property
in which the Company has or
has had a security interest,
unless the sale is conducted
as a public auction. Employees
responsible for selling any
Company or foreclosure property
may not participate unless
approved in accordance with
the Administration of Standards
section of this Code. Your bid
will be considered along with all
others in determining the highest
bid.
You may purchase retired
Company equipment and
furnishings through the Enterprise
Purchasing Department, only upon
agreement that the items are
for personal use and will not be
resold.
-
GIVING AND ACCEPTING GIFTS, GRATUITIES AND AMENITIES
It is important to stay clear of
improper business courtesies
that could be misconstrued as
some form of bribery or gifts in
return for causing the Company
to do business with or provide
benefits to a person. As discussed
below under "Comply with Laws,
Regulations and Policies," the
improper giving or acceptance
of a gift may constitute a federal
crime.
Employees should never give
or receive gifts of cash or
cash equivalent. Cash or cash
equivalent gifts (money, checks,
money orders, electronic funds
transfer, Visa gift cards or similar,
etc.) must not be accepted.
Employees must avoid conflicts
of interest or the appearance
of conflicts of interest in their
personal and business activities.
The appearance of a conflict
of interest may be just as
damaging to the reputation of
the Company as the existence
of an actual conflict of interest.
When presented with a situation
involving a potential conflict of
interest, you should ask: Would
public disclosure of the matter
create reputational risk to the
Company or lead an outside
observer to believe that a conflict
exists?
Described below are the
Company's guidelines for
accepting gifts. Generally, you
may accept:
-
Gifts, gratuities, amenities or
favors based on obvious family
relationships (such as those
between an employee and his or
her parents, children, domestic
partner, or spouse) or personal
relationships (as defined above)
when the circumstances make
it clear that such relationships,
rather than the business of the
Company, are the motive for the
gift;
-
Meals, refreshments, travel,
accommodations, entertainment
and similar benefits of
reasonable value (for this
purpose, generally a real or
perceived accumulated value
of $300 or less per giver per
calendar year when the purpose
is to hold bona fide business
discussions or participate
in bona fide professional or
business networking, education,
training, or similar functions);
and if the item would qualify
for reimbursement as a valid
business expense if it were not
paid for by another party. Gift
cards for specific products
and services are acceptable.
Please note you must seek
authorization for special, high-
profile events or travel, such
as World Cup matches, Super
Bowl games, etc., regardless of
the stated amount on the ticket.
Requests for authorization and/
or any questions or concerns
regarding this policy must be
submitted through the Gift
Disclosure and Authorization form
that is available on the
Corporate Ethics intranet page;
-
Loans from other banks
or financial institutions on
customary terms to finance
proper and usual activities, such
as home mortgage loans, except
where prohibited by law;
-
Advertising or promotional
material of reasonable value (for
this purpose, generally a real or
perceived accumulated value
of $300 or less per giver per
calendar year);
-
Discounts or rebates on
merchandise or services that do
not exceed those available to
other customers;
-
Gifts of reasonable value (for
this purpose, generally a real or
perceived accumulated value
of $300 or less per giver per
calendar year) that are related to
commonly recognized events or
occasions, such as a promotion,
new job, wedding, retirement,
holidays or birthday; and
-
Civic, charitable, educational or
religious organization awards of
reasonable value for recognition
of service and accomplishment
(for this purpose, generally a real
or perceived accumulated value
of $300 or less per giver per
calendar year).
The Company may approve of
other circumstances, not identified
above, in which an employee
accepts something of value in
connection with bank business,
provided that such approval is
made in writing on the basis of
a full written disclosure of all
relevant facts and is consistent
with the bank bribery statute.
Disclosure and Authorization
In the event that you are offered
or receive something of value
from a customer or vendor,
beyond what is authorized above,
or if you feel uncomfortable with
the value or the perception of the
gift, you are required to disclose.
You may not accept the item
without prior written authorization
from the Company. To disclose
and seek authorization, you must
submit a request for waiver by
completing the
Gift Disclosure and Authorization
form that is
available on the Corporate Ethics
intranet page.
Giving Permissible Gifts to Clients, Consultants and Vendors
Excluding formal Company-
sponsored events, all gifts to
clients, consultants and vendors
must be limited to $300 per
recipient per year, and must be in
a noncash equivalent format. Cash
or cash equivalent gifts (money,
checks, money orders, electronic
funds transfer, VISA gift cards
or similar cash gift cards, etc.)
must not be given. Gift cards for
specific products and services
are acceptable. If the giving of a
gift could reasonably be seen by
others as engaging in improper
or illegal dealings with a client,
consultant or vendor, you must
not give the gift.
Gifts Between Employees, Supervisors or Managers
Gifts between individual
employees, when appropriate,
should be sufficiently limited
in value, without actual or
perceived intent to influence
the receiver in the performance
of his or her duties, nor create
pressure to reciprocate, and
must not otherwise adversely
impact working or managerial
relationships. As it relates to gifts
between employees, cash or cash
equivalent gifts (money, checks,
money orders, electronic funds
transfer, VISA gift cards or similar
cash gift cards, etc.) must not be
accepted or given. Gift cards for
specific products and services are
acceptable
-
PUBLICLY TRADED SECURITIES
It is both illegal and against
Company policy for any individual
to profit from material nonpublic
information relating to the
Company or any other company.
Anyone who is aware of material
nonpublic information relating to
the Company may not purchase
or sell any of the Company's
securities. Also, it is against
Company policy for any employee
who has material nonpublic
information about any of the
Company's customers or any
other company, to purchase or sell
the securities of those companies.
You may not purchase or sell
any publicly traded stock or
other security (including those of
customers or the Company) if:
(1) You or a member of your family
is in possession of any material
nonpublic information obtained
through your employment with
the Company or otherwise;
(2) You have received any special
consideration from a securities
broker or the securities issuer that
could be considered a gift; or
(3) You are engaged directly or
indirectly (e.g., through your role
as a supervisor or manager) in the
extension of credit to the entity
whose securities are being traded.
Executive officers should be aware
that they may purchase and sell
Company stock and securities only
in accordance with the Company's
"Insider Trading Policy for
Executive Officers and Directors."
A copy of the policy applying to
executive officers and directors
may be obtained from the Chief
Financial Officer.
If you are uncertain about the
legal rules involving your purchase
or sale of any Company securities
or any securities in companies
that you are familiar with by virtue
of your work for the Company,
you should consult with the
Company's General Counsel (801-
844-8502) before making any
such purchase or sale.
-
SECURITIES THAT ARE NOT PUBLICLY TRADED
You may not purchase or sell
stock or other securities of a
company that are not publicly
traded if:
(1) You know or believe the
company to be a borrowing
customer of the Company; and
(2) Are engaged directly or
indirectly (e.g., through your role
as a supervisor or manager) in the
extension of credit to the company.
-
SECURITIES RELATING TO ACQUISITIONS
Ownership of stock or other
securities issued by a company
with which the Company is
engaged in acquisition discussions
presents a substantial possibility
of a conflict of interest. If any
employee owns securities in a
company with which the Company
is engaged in acquisition
discussions (or if members of
the person's family own such
securities), and the employee
also is involved in any way on the
Company's behalf in the pursuit
of the transaction, including
participating in due diligence,
negotiation, recommendation
or approval, then the employee
should promptly disclose to the
CEO or CFO of the Company
such securities. Such persons may
not engage in any transactions
with respect to securities
of such company until after
the transaction is closed or
abandoned.
-
COMMISSIONS PAID TO BROKERS OR DEALERS
Commissions paid to brokers
or dealers to purchase or sell
securities must not be used to
obtain personal concessions from
the brokerage firms.
-
LENDING AUTHORITY OVER FAMILY OR RELATED INTERESTS
You may not participate in any
decisions relating to extensions
of credit involving yourself, your
family or your related interests.
-
PERSONAL BANKING RELATIONSHIPS
The bank encourages employees
to establish a financial relationship
with the bank that includes
products and services you need
and for which you qualify. Your
engagement with our products
and services will not only benefit
you personally, but will also
allow you to better meet clients'
needs because you understand
and experience the features and
functionality of our products.
To assist you with using multiple
products and services, the bank
offers an employee-only version of
our premium relationship checking
account. This account entitles
you to premium interest rate tiers
in your checking account and in
associated savings, money market
and CD accounts (see current
product disclosure for maximum
number of employee accounts).
The checking account has no
minimum balance requirement,
no monthly maintenance fee,
free bank-branded checks, free
cashier's checks, free overdraft
deposit transfer service and
several nonbank ATM service
fee waivers per statement cycle.
You may also separately receive
employee discounts on consumer
and mortgage loans.
As an employee, you are eligible
for the advantageous terms
described above. It is also
important, however, to prevent
even the appearance of you
making a decision that provides
you an advantage that another
client with the same financial or
risk characteristics would not
receive according to policy or
procedure. Acting in accordance
with the following guidelines will
dispel the appearance of providing
undue benefits to yourself:
-
As employee clients, you
will need to follow the
same procedures used by
nonemployee clients to make
personal financial transactions.
-
Specifically, you cannot handle
or approve your own financial
transactions on accounts over
which you have any ownership
interest. For example, you may
not approve overdrafts, reverse
or waive fees, waive minimum
or account opening balances,
or process or post any entries
to your own accounts or those
of family members or close
personal friends. This includes
name changes, deposits,
withdrawals, transfers, payments
and adjustments. These
transactions must be processed
by someone other than you.
Also, you will need to purchase
official checks, cashier's checks,
money orders and travelers'
checks through someone other
than you who is authorized to
handle such transactions.
-
An authorized, appropriate
employee other than you will
need to approve your loans,
credit extensions, checks,
withdrawals, deposits and
overdraft codes. Your loan
requests and overdrawn
balances will be considered
under the same credit standards
and guidelines established for
the Company's nonemployee
clients. You will need to
manage loans, credit cards and
overdrafts according to the
terms and conditions disclosed
to all clients, including paying
any late charges or NSF fees.
The privacy of your financial
relationship with the bank is
important. We will not have any
oversight or reporting on your
accounts beyond that done for
any other similarly situated client.
The only exception to this is for
executive management deemed
by Regulation O to be insiders,
whose accounts are subject to
specific regulatory oversight.
In the unfortunate event that
you are unable to maintain
your deposit or loan account in
accordance with requirements
disclosed to all clients, (e.g., by not
covering an overdrawn balance or
by being late with loan payments
to the extent that your account
goes to collection or recovery)
the bank may need to close your
delinquent account, as it would
any other client's account with the
same status.
In the rare event of an audit or
internal investigation involving
you, the Company reserves the
right to request you to furnish
a personal financial statement,
wherein you will document any
personal indebtedness to the
Company, as well as to any
nonaffiliated creditors.
-
ACCOUNT OWNERSHIP
You are not permitted to sign on
a Company deposit account or
Company safe deposit box rental
agreement with someone who
is not a member of your family,
unless two or more signatures
are required on the account
or agreement. Exceptions to
this policy may be granted for
nonprofit organizations if you are
an officer or board member of the
organization and the relationship
will not result in a conflict of
interest. Such exceptions require
approval in accordance with
the Administration of Standards
section of this Code.
-
RECOMMENDING OUTSIDE PROVIDERS
If you are asked to provide a
customer with the names of
qualified providers of financial or
legal services, such as attorneys
or accountants, stock brokers,
real estate appraisers and title
companies, you are to give
the customer a list of several
individuals or firms providing
the service, rather than a single
provider, and in accordance
with applicable procedures.
Outside providers should not be
recommended when the Company
can reasonably provide the service
or product.
-
ADVICE TO CUSTOMERS
Confine your business-related
advice to the areas of your
expertise relating to your
employment obligations and
authority. Refer inquiries regarding
trust functions to a representative
of the Company's trust business,
especially for those who would
like to designate the Company as
an executor or trustee.
-
INCLUSION IN CUSTOMERS' WILLS OR TRUST INSTRUMENTS
Bequests, devisees or gifts from
the Company's customers or
vendors under wills or trust
instruments may not be accepted
by you or members of your family.
If such a situation occurs, you
must have your name removed
or renounce the gift, bequest or
devise.
This policy applies even if the
Company is not acting in a
fiduciary capacity under the will or
according to the trust provisions.
It applies to instruments held in
the Company's trust business.
It does not apply to bequests,
devises or gifts from members
of your family or individuals with
whom you have a substantial
relationship independent from
your employment with the
Company.
-
FIDUCIARY APPOINTMENTS
You may not seek or accept
appointments as an executor,
trustee or trust adviser, or act in a
similar fiduciary capacity; except
with respect to the estates or
trusts created by members of
your own family or individuals
with whom you have a substantial
relationship independent from
your employment with the
Company, unless approved by the
management of the Company's
trust business. This prohibition
is not intended to preclude
discharging your fiduciary
obligation in serving as a trustee
or board member of a nonprofit
organization or other company.
Do The Right Thing
ASK YOURSELF:
Is it honest?
Does it respect others?
Does it avoid conflicts of interest?
Does it comply with laws, regulations
and policies? Do I need to speak up?
DOES IT FEEL RIGHT?
CONTACT:
Your Supervisor
Your Local HR Representative
Ethics Hotline: 1-800-280-3361
Report Online: zionsethics.com
4. COMPLY WITH
LAWS, REGULATIONS
AND POLICIES
The Company engages in activities
that are extensively regulated
by federal and state bank,
securities, insurance, and other
regulatory agencies. In addition,
the Company is a public company
listed on Nasdaq, making it subject
to federal securities laws and
the rules governing NASDAQ
companies.
The Company is committed to
compliance with all applicable
federal and state laws and
regulations. To ensure that its
operations are conducted in
accord with all applicable laws
and regulations, the Company
maintains a broad range of
policies and procedures, which all
employees must follow carefully at
all times. In addition, the Company
provides training relating to these
laws and regulations designed
to make employees aware of the
fundamental aspects of the laws
and regulations.
Your responsibilities include the
following:
-
Know and comply with the
laws, regulations and Company
policies and procedures
applicable to your job function;
-
Participate in the Company's
intranet-based training program
to help educate yourself about
these laws, regulations, policies
and procedures; and
-
Bring to the attention of the
Company any actions of the
Company or its employees
that you believe violate or may
violate any laws or regulations or
Company policies or procedures
(see the section Speak Up).
Some of the most important laws and regulations that
may apply to the Company are summarized below.
-
Banking Crimes
The Company is a financial services holding company
and its subsidiary banks are chartered or insured by
federal and state bank authorities. Accordingly, the
Company and its' employees are subject to regulation
by federal and state banking laws. Most of the federal
crimes associated with the banking industry are contained
in Title 18 of the United States Code. They have been
made crimes by federal statute because of the necessity
for maintaining public confidence in the nation's banks.
The decision to prosecute for violations of federal
law is determined by the United States District Attorney,
not the Company. The various states in which the Company
operates have similar laws. The Company does not have
the option of ignoring infractions and may be obligated
to report violations to insurers and appropriate law
enforcement and regulatory agencies.
-
ANTI-BRIBERY
The Bank Bribery Act makes it
illegal for any employee of a bank
or financial institution to solicit,
demand or accept anything of
value from any person, intending
to be influenced or rewarded in
connection with any business or
transaction of the bank or financial
institution.
You must not:
1) Solicit for yourself or for a third
party (other than the bank itself)
anything of value from anyone in
return for any business, service
or confidential information of the
bank; or
2) Accept anything of value (other
than bona fide salary, wages and
approved Company business fees)
from anyone in connection with
the business of the bank, either
before or after a transaction is
discussed or consummated.
Violations of the Bank Bribery
Act can result in fines up to
$1,000,000 (or three times the
amount of value given, if greater)
and imprisonment for as long as
30 years. See Acceptance of Gifts,
Gratuities and Amenities above.
-
ANTI-FOREIGN CORRUPTION
The Foreign Corrupt Practices
Act (FCPA) is a federal law that,
among other things, makes
the bribery of foreign officials
anywhere in the world by U.S.
persons and companies a crime.
The FCPA makes it unlawful for
a U.S. person or corporation to
make, or offer to make, a corrupt
payment to a foreign official
for the purpose of obtaining or
retaining business. Prohibited
payments are broadly interpreted
to include transfers of anything of
value.
Any employee that interacts with
foreign government officials,
regardless of rank or position,
whether directly or through
intermediaries, must use the
utmost care to avoid violating the
prohibitions of the FCPA.
You are also prohibited from
making such payments through
intermediaries, such as agents,
vendors and joint venture
partners, with the knowledge
that the ultimate recipient of
the payment will be a prohibited
foreign official. Knowledge is
broadly interpreted to include
conscious disregard or deliberate
ignorance of facts that indicate
a high probability that illegal
payments are being made through
the intermediary.
Violations of the FCPA's anti-
bribery provisions may result
in a range of criminal and civil
penalties, including:
-
Corporations and other business
entities are subject to a fine of
up to $2,000,000;
-
Officers, directors, stockholders,
employees and agents may
be found personally liable for
a fine of up to $100,000 and
imprisonment for up to five
years; or
-
A civil action may be brought
against any company, as well as
any officer, director, employee
or agent of a company, or
stockholder acting on behalf of
the company, who violates the
anti-bribery provisions, resulting
in a fine of up to $16,000.
-
ANTI-MONEY LAUNDERING
A variety of federal laws,
including the Bank Secrecy Act
and the USA PATRIOT Act,
outlaw money laundering and
the use of bank accounts and
transactions for illegal purposes
and require the Company to
take actions to prevent and
report money laundering and
suspicious activities. The Company
is committed to preventing
the misuse of its services and
resources to support illegal
activities.
Employees must carefully follow
Company policies and procedures
designed to detect and prevent
money laundering and illegal
activities and to enable the
Company to report illegal or
suspicious activity.
-
PRIVACY
It is essential that the Company
maintain the confidentiality of
information about its customers,
applicants and employees, both
in order to maintain the trust and
confidence of our customers and
to comply with federal and state
laws.
The Gramm-Leach-Bliley Act
(GLBA) and other federal and
state laws require the Company
to maintain the confidentiality of
consumer information, limit the
ways in which the Company may
use such information and require
the Company to take certain
actions if there is any unauthorized
access to, or misuse of, sensitive
information. As an employee, it is
your responsibility to understand
and comply with the Company's
GLBA and privacy policies,
including prompt reporting of
suspected privacy and security
breaches.
-
AMONG OTHER THINGS, TITLE 18 COVERS:
-
EMBEZZLEMENT
Embezzlement and
misappropriation of the
Company's funds or assets
can result in fines up to
$1,000,000 and imprisonment
for as long as 30 years.
-
CONCEALING CRIMES
Concealing or failing to report
a felony is itself a felony
called "misprision of a felony."
-
AIDING AND ABETTING
Anyone who aids, abets or
induces the commission of a
federal crime is liable to the
same degree as the person
who commits the crime.
-
FALSE ENTRY
Making a false entry in any
book, report or statement of
the Company with the intent
to defraud, injure or deceive
can result in fines up to
$1,000,000 and imprisonment
for as long as 30 years.
-
INSIDER TRADING
You are not allowed to give
"tips" to others using such
confidential information, nor
are you allowed to use your
special knowledge for your
own benefit in making stock
purchases or sales.
-
FAIR LENDING
Federal laws prohibit the
Company from discriminating in
its lending activities on the basis
of certain characteristics.
Accordingly, it is the Company's
policy that credit standards
may not discriminate on the
basis of race, color, religion, sex,
national origin, age, marital status,
receipt of public income, and the
consumer credit protection act or
any other characteristic protected
by local, state or federal law. As an
employee, it is your responsibility
to act in accordance with laws,
regulations and Company policies
and procedures that prohibit
discriminatory practices.
-
INSIDER TRADING
To avoid violating United States
securities laws and federal law,
care must be taken to avoid any
suspicion of "insider trading"
activities. If you commit an insider
trading violation, you may be
liable for each violation for up
to $1,000,000 in fines and three
times the amount of profit gained
and may be imprisoned for up to
five years.
Insider trading involves the
purchase or sale of securities of a
publicly traded company or other
business entity about which you
have material information not
available to the general public.
If you have material nonpublic
information relating to the
Company (or its customers or
vendors or other companies),
you should not purchase or sell
any of the Company's securities
(or those of the customer
vendor or other company).
Directors and executive officers
of the Company are subject to
additional restrictions contained
in the Company's "Insider Trading
Policy for Executive Officers and
Directors."
You are not allowed to give "tips"
to others using such confidential
information, nor are you allowed
to use your special knowledge
for your own benefit in making
stock purchases or sales. "Material
inside information" includes
any nonpublic information that
might influence an investor in
making a decision to buy or sell
a company's securities (including
stocks, bonds, notes, debentures,
limited partnership units, or other
equity or debt securities).
Information may be considered
"material" if it relates to:
- New debt or equity offerings;
-
Changes in management,
officers, directors;
- Major litigation;
- Significant borrowing or lending;
-
Earnings and financial results
before public disclosure;
-
Changes in earnings estimates
previously released;
-
Significant company changes
such as moves, transfers,
construction, expansion,
closures, losses and gains;
-
New products, patents,
intellectual property or
discoveries;
- Liquidity problems;
- Dividend increases or decreases;
-
Purchase or sale of significant
assets; or
-
Merger or acquisition
negotiations or agreements.
If you are uncertain about the legal rules involving
your purchase or sale of any securities, you should
consult with the Company's Director of Investor
Relations, Chief Financial Officer or General Counsel
before making the purchase or sale.
-
INSIDER LENDING AND PERSONAL LOANS
Extensions of credit to the
Company's executive officers,
directors, principal shareholders
and/or their related interests may
only be made by the Company
in accordance with Regulation
O promulgated by the Board of
Governors of the Federal Reserve
System and Section 402 of the
Sarbanes Oxley Act.
Regulation O requires that loans
to insiders adhere to certain
standards. Both Regulation O and
Section 402 contain a variety of
exceptions for specified ordinary
course lending transactions. In
some cases, Regulation O and
Section 402 prohibit lending to
these insiders above a certain
threshold. In other cases, prior
board approval is required.
It is the responsibility of the
Company's officers to know
whether they are subject to
Regulation O or Section 402
and, if so, to comply with those
regulations and laws.
-
FAIR COMPETITION
Federal and state antitrust and
fair competition laws prohibit
anticompetitive behavior.
Collusion with competitors to
unlawfully lessen competition
is a violation of law and is not
permitted. It is important, when
dealing with employees of other
financial institutions, that you say
nothing that could be construed
as an agreement to cooperate
with other institutions in following
a common course of action
as to the pricing or terms of
products and services, including
interest rates, loan terms, service
charges, and fees (other than in
connection with loan syndications,
participations and similar
transactions).
To assure compliance with these
laws you must:
(1) Not communicate with any
competitor about prices or
anything related to prices, costs,
marketing plans or any sensitive,
competitive data;
(2) Not communicate with any
competitor regarding any division
of markets (this includes any
agreement or understanding to
enter, exit or limit involvement
in any geographic region, in any
product or service, or with any
particular customer or group of
customers);
3) Not become involved in bid
rigging or price fixing; and
4) Exercise caution when
requested to complete surveys
asking for sensitive data.
Certain business arrangements
may or may not be acceptable.
Check with the Legal Department
before entering into any of the
following arrangements:
(1) Exclusive agreements;
(2) Joint venture(s); or
(3) Any agreement that ties any
product or service with another
separate product or service.
-
DISCLOSURE OF INFORMATION TO THE PUBLIC AND REGULATORS
As a publicly traded financial
institution, it is imperative that
the Company maintain the
integrity of its financial data and
make full, fair, accurate, timely
and understandable disclosures
in the reports and documents
it files with the Securities
and Exchange Commission,
banking regulators and other
governmental authorities and in
other disclosures it makes to the
public. The Company's failure
to do so could result in fines
and imprisonment against the
Company or its employees, as well
as adversely affecting in the value
of the Company's securities.
Responsibilities of Senior
Financial Officers
Each employee involved in the
Company's disclosure process—
including the Chief Executive
Officer, the Chief Financial Officer
and the Controller (the Senior
Financial Officers)—is required to
be familiar with and comply with
the Company's disclosure controls
and procedures and internal
controls over financial reporting,
to the extent relevant to his or
her area of responsibility, so that
the Company's public reports and
documents filed with the SEC will
comply in all material respects
with the applicable federal
securities laws and SEC rules. In
addition, each such person having
direct or supervisory authority
regarding these SEC filings or
the Company's other regulatory
filings or public communications
concerning its business, operating
results, financial condition and
prospects should, to the extent
appropriate within his or her
area of responsibility, consult
with other Company officers
and employees and take other
appropriate steps regarding
these disclosures with the goal of
making full, fair, accurate, timely
and understandable disclosure.
Each employee who is involved in
the Company's disclosure process,
including the Senior Financial
Officers, must:
-
Familiarize himself or herself
with the disclosure requirements
applicable to the Company as
well as the business and financial
operations of the Company;
-
Not knowingly misrepresent, or
cause others to misrepresent,
facts about the Company to
others, whether within or outside
the Company, including to
the Company's independent
auditors, governmental
regulators and self-regulatory
organizations;
-
Properly review and critically
analyze proposed disclosure for
accuracy and completeness (or,
where appropriate, delegate this
task to others); and
-
Immediately bring to the
attention of his or her supervisor
any concerns he or she may
have regarding the integrity
of the Company's financial or
other data or the quality of the
Company's SEC, regulatory or
public rulings or disclosures.
Responsibilities of All Employees
The integrity of the Company's
financial information begins with
the entries and data supplied
by employees throughout the
organization. Thus, each employee
must strive for accuracy and
completeness in the data he or
she supplies. In addition, each
employee must immediately
bring to the attention of his or her
supervisor any concerns he or she
may have regarding the integrity
of the Company's financial or
other data or the quality of the
Company's SEC, regulatory or
public filings or disclosures.
-
COOPERATION IN INVESTIGATIONS AND LITIGATION
During the course of business
bookkeeping, errors or mistaken
entries do occasionally occur,
can be corrected, and do not
become the subject of an
investigation unless there is willful
intent to deceive. Sometimes,
however, it is necessary for the
Company or outside agencies
to undertake investigations into
possible violations of the law,
regulations or Company policies
and procedures. When asked for
information in connection with
such investigations, employees are
expected to answer truthfully and
to disclose all potentially relevant
facts. Withholding pertinent
information will be considered a
violation of the Code.
If the investigation is conducted
by a governmental or other
outside agency, employees must
communicate with, and comply
with lawful directions given by,
the Company's Legal Department
before providing information to
external parties.
In connection with litigation,
employees may be subpoenaed
to act as a witness at a trial or
deposition. You are expected
to give truthful responses and
provide all documents and
information legally required.
In connection with litigation,
employees must communicate
with, and comply with lawful
directions given by, the
Company's Legal Department
before responding to subpoenas
or other court- or litigation-related
orders.
5. SPEAK UP
Your responsibility to report
conduct you reasonably believe
violates this Code, any law or
regulation, or any Company
policy or procedure is a clear
requirement of employment. A
failure to observe this requirement
may itself be a violation of this
Code. Leadership is expected to
maintain an "open-door" policy
regarding employee questions,
and to support any employee
who comes forward in good faith
to discuss an issue or report a
potential violation. Anyone filing a
complaint concerning a violation
or suspected violation of the Code
should act in good faith and have
reasonable grounds for believing
the information disclosed indicates
a violation of the Code. Any
allegations that prove not to be
substantiated and which prove
to have been made maliciously
or knowingly to be false may be
viewed as a serious disciplinary
offense.
The Company encourages
employees to report questionable
behavior and will not tolerate
retaliatory actions toward
employees who have made
reports in good faith. Retaliatory
action means but is not limited to:
- Demotion;
- Harassment;
- Reduction in pay;
- Suspension;
- Dismissal;
- Denial of employment;
- Refusal to assign meaningful work; or
- Denial of adequate resources to perform duties.
No director, officer or employee
who in good faith reports a
violation of the Code shall suffer
harassment, retaliation or adverse
employment consequences
directly as a result thereof or in
response thereto. An employee
who retaliates against someone
who has reported a violation
in good faith may be subject
to discipline. The Code and
this Whistleblower Policy are
intended to encourage and
enable employees and others
to raise serious concerns
within the organization prior to
seeking resolution outside the
organization.
The best starting point for raising
concerns, reporting potential
violations or getting advice on
ethics-related issues is usually
your supervisor, who is assisted by
others, including Corporate Audit,
Human Resources, Legal, Security,
Finance, Compliance and Bank
Management.
Who to contact:
Your Local Supervisor
Your Local HR Department Representative
Your Local Compliance Representative
Your Local CEO or CFO
Director of Internal Audit of the Company
Chief Human Resource Officer of the Company
General Counsel
Discuss and seek guidance from:
- Your local Supervisor
- Your local HR Department Representative
You may also escalate your
concern or seek advice by
contacting one of the officers
below:
- Your local Compliance Representative
- Your local CEO or CFO
- Director of Internal Audit of the Company
- Chief Human Resource Officer of the Company
- General Counsel
Although you might choose to
discuss and consult with others,
to ensure the Company is aware
of your concern and can respond
appropriately, please log on
and register the concern to the
SpeakUp system available online
at www. zionsethics.com or via the
Hotline at 1-800-280-3361.
-
The website and hotline are
managed by a third-party
vendor.
-
You may remain anonymous if
you so desire.
-
Use of the website enables
a more interactive (and
anonymous) conversation and
response.
-
Your email address is never
shared with Zions.
-
The hotline is answered by a
team of professionals trained
specifically in responding to
violations of business and ethics.
Through SpeakUp, you may also
escalate a query, seek advice
and guidance, or get help with
using and referencing the Code of
Business Conduct and Ethics. All
questions receive a response and
even when seeking advice, you
may remain anonymous if you so
desire.
All reports are taken seriously.
Each allegation is investigated
and, if substantiated, resolved
through appropriate corrective
action and/or discipline. All
reports are responded to within
120 days. Reports of violations
or suspected violations will be
kept confidential to the extent
possible, consistent with the
need to conduct an adequate
investigation. You will be provided
with feedback when the review
has been completed.
SUPERVISORS, HUMAN
RESOURCES AND ESCALATION
OFFICERS PLEASE NOTE:
If the concern being reported
involves internal controls,
consumer protection laws,
employee labor laws, sexual
harassment, discrimination or
any topic listed in Section 4 of
this Code, then the item must be
logged to SpeakUp at
www.zionsethics.com.
6. Administration of Standards
The Company's Human Resources Department shall
report periodically to the Company's Board of Directors
or a committee there of regarding violations of this
Code, at such times and in such detail as the Board or
committee shall direct.
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APPLYING FOR WAIVERS
The Company has established a
waiver process to help employees
ensure that their actions comply
with this Code. Although you
are encouraged to discuss
any questions about this Code
with your supervisor or the
departments identified above
under "Speak Up," you may
engage in conduct at variance
with this Code only if you have
obtained a waiver in accordance
with the following paragraph.
In some circumstances, it may
be appropriate for the Company
to grant waivers to this Code for
particular acts. A request for a
waiver must:
(1) Be made in writing;
(2) Disclose all potentially relevant
facts and considerations; and
(3) Be submitted to an Executive
Vice President of Zions
Bancorporation, with copies sent
to the CEO, General Counsel of
Zions Bancorporation and the
Company's Human Resources
Director. A request for a waiver
made by an executive officer
(within the meaning of the
applicable federal securities laws
or rules governing NASDAQ
companies) must be submitted
to the Board of Directors. If it
is determined by the Executive
Vice President or Board that the
variance is immaterial, within the
spirit of the Code or otherwise
advisable, the waiver may be
approved. Any such approval
must be in writing. A waiver may
not be given to allow violation of
any law, regulation, or rule of a
governmental or self-regulatory
body.
The Executive Vice President or
Board may also determine that the
action in question does not violate
this Code, in which case a written
waiver is not necessary (although
such determination shall be put in
writing).
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EMPLOYEE APPEAL PROCESS
Not complying with the
policies outlined in this Code
or not obtaining the necessary
approvals to engage in certain
activities within this Code may
result in disciplinary action up
to and including termination
of employment. If disciplinary
action is taken against you, or if
a supervisor denies your request
to engage in certain permitted
activities, you have the right to
appeal the decision. (See the
Employee Handbook's section on
Resolving Issues and Concerns.)
-
HUMAN RESOURCES
The Human Resources
Department is dedicated to giving
employees the support and advice
they need to act according to this
Code.
As a team, we work together to:
-
Help employees use the
Company's ethical principles in
their decision-making processes;
-
Provide guidance for employees
who have questions about
business ethics;
-
nterpret policies;
-
Oversee the administration of
this Code;
-
Provide easily accessible
information on the Company's
principles, policies and
procedures; and
-
Create an atmosphere of trust
and open communications
where employees feel
comfortable coming forward
and talking about relevant
issues.
-
ENFORCEMENT
Enforcement of this Code by
the Company shall commence
promptly following notice to
the Company of any violation or
alleged violation of this Code.
First, to determine whether
a violation of this Code has
occurred, an initial investigation
may occur under the direction
of the Company's Chief Human
Resources Officer, with the
assistance of the Audit, Legal
and Security Departments, if
appropriate. If deemed necessary,
the Company's Head of Security,
Head of Audit, General Counsel,
and Chief Human Resources
Officer or their representatives
will conduct interviews with all
employees and other persons
possessing relevant information.
The Chief Human Resources
Officer or his or her representative
will present the results of the
investigation to the executive
officer responsible for the
applicable business unit or line
of business. The Chief Human
Resources Officer may, but is
not required to, recommend
appropriate disciplinary action.
The responsible executive officer
normally will have the authority
to determine what disciplinary
action should be taken in
response to a violation of this
Code. However, the Chief Human
Resources Officer may direct that
the determination be elevated to
higher ranking officers or bodies,
including the CEO or the Board of
Directors of Zions Bancorporation
(or a committee thereof).
If the recommendation of the
Chief Human Resources Officer is
not followed by the responsible
executive officer, a written report
explaining the actions taken and
the justification for such actions
must be submitted to the Board
of Directors of the Company or a
committee thereof.
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