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1st Source Corporation |
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I. OVERVIEW 1st Source Corporation’s Code of Conduct sets forth the guiding principles by which we operate our company and conduct our daily business with our shareholders, customers, vendors and with each other. These principles apply to all of the directors, officers and employees of 1st Source Corporation, 1st Source Bank, and all of their subsidiaries (referred to in this Code as the “Company” or “1st Source”). To be certain that the principles set forth in this Code of Conduct are clearly understood and consistently applied, officers and employees are also subject to rules of behavior contained in a separate document, the 1st Source Conflicts of Interest Policy. In addition, the Chief Executive Officer, Chief Financial Officer, Controller and other persons performing similar functions for 1st Source are covered by a separate Code of Ethical Conduct for Financial Managers. II. PRINCIPLES Complying with Laws, Regulations, Policies and Procedures All directors, officers and employees of 1st Source are expected to understand, respect and comply with all of the laws, regulations, policies and procedures that apply to them in their position with 1st Source. Employees are responsible for talking to their manager or division head to determine which laws, regulations and 1st Source policies apply to their position and completing any training that is necessary to understand and comply with them. In particular, directors, officers and employees must understand and follow the Company Policy on Trading in 1st Source Corporation Capital Stock, which prohibits directors, officers and employees who have access to non-public material information from using or sharing that information for stock trading purposes. Conflicts of Interest All directors, officers and employees of 1st Source should be scrupulous in avoiding any action or interest that conflicts or gives the appearance of a conflict with 1st Source’s interests. 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 1st Source. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work for 1st Source objectively and effectively. Conflicts of interest may also arise when a director, officer or employee, or a member of his or her family, receives improper personal benefits as a result of his or her position with 1st Source, whether from a third party or from 1st Source. 1st Source employees are encouraged to utilize 1st Source’s products and services, but this should generally be done on an arm’s length basis. Conflicts of interest are prohibited as a matter of 1st Source policy. Conflicts of interest may not always be clear-cut, so if a question arises, an officer or employee should consult with higher levels of management or the General Counsel’s office. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel. Corporate Opportunity Directors, officers and employees are prohibited from (a) taking for themselves personally opportunities that properly belong to 1st Source or are discovered through the use of corporate property, information or position; (b) using corporate property, information or position for personal gain; and (c) competing with the Company. Directors, officers and employees owe a duty to 1st Source to advance 1st Source’s legitimate interests when the opportunity to do so arises. Confidentiality Directors, officers and employees must maintain the confidentiality of confidential information entrusted to them by 1st Source or its suppliers or customers, except when disclosure is specifically authorized by the General Counsel’s office, or required by laws, regulations or legal proceedings. Confidential information includes all non-public information that might be of use to competitors of 1st Source or harmful to 1st Source or its customers or employees if disclosed. Fair Dealing We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing or utilizing trade secret information that was obtained without the owner’s consent or inducing such disclosures by past or present employees of other companies is prohibited. Each director, officer and employee is expected to deal fairly with 1st Source’s customers, suppliers, competitors, officers and employees. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing. Protection and Proper Use of 1st Source Assets All directors, officers and employees should protect 1st Source’s assets and ensure their efficient use. All 1st Source assets should be used for legitimate business purposes. Public Company Reporting As a public company, it is of critical importance that 1st Source’s filings with the Securities and Exchange Commission be accurate and timely. Depending on their position with the Company, an employee, officer or director may be called upon to provide necessary information to assure that the Company’s public reports are complete, fair and understandable. 1st Source expects employees, officers and directors to take this responsibility very seriously and to provide prompt, accurate answers to inquiries related to 1st Source’s public disclosure requirements. Financial Statements and Other Records All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation. Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult the General Counsel’s office. III. REPORTING ILLEGAL OR UNETHICAL BEHAVIOR Reporting Illegal or Unethical Behavior Employees, officers and directors who suspect or know of violations of this Code or illegal or unethical business or workplace conduct by employees, officers or directors have an obligation to contact either their supervisor or supervisors or the appropriate contact in 1st Source’s General Counsel’s Office or Audit Department. If the individuals to whom such information is conveyed are not responsive, or if there is reason to believe that reporting to such individuals is inappropriate in particular cases, then the employee, officer or director may contact directly the General Counsel of the Company. Such communications will be kept confidential to the extent feasible. If the employee is still not satisfied with the response, the employee may contact the Audit Committee of the Board of Directors of the Company. If concerns or complaints require confidentiality, then this confidentiality will be protected to the extent feasible, subject to applicable law. Accounting Complaints 1st Source’s policy is to comply with all applicable financial reporting and accounting regulations. If any director, officer or employee of the Company has unresolved concerns or complaints regarding questionable accounting or auditing matters of the Company, then he or she is encouraged to submit those concerns or complaints pursuant to the Company’s Employee Reporting Procedures for Accounting and Audit Concerns. Non-Retaliation 1st Source prohibits retaliation of any kind against individuals who have made good faith reports or complaints of violations of this Code or other known or suspected illegal or unethical conduct. IV. AMENDMENT, MODIFICATION AND WAIVER This Code may be amended or modified only by the Board of Directors of 1st Source. Waivers of this Code may be granted upon the written approval of the President, Chairman or CEO; however, pursuant to the rules of the Securities and Exchange Commission and the Nasdaq Exchange, any waiver of the Code for executive officers or directors may be made only by the Audit Committee of the Board of Directors and must be promptly disclosed to shareholders. V. OBSERVATION OF THIS CODE Observation of the provisions of this Code is of extreme importance to 1st Source. A violation of this Code will be regarded as a serious offense and may constitute grounds for disciplinary action, which may include termination of employment or removal from the Board of Directors.
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