Baylake Bank Code of Ethics, Revised in June, 2012
PURPOSE AND SCOPE: The code of ethics is
intended to sustain the integrity and reputation of the bank by developing
guidelines for appropriate professional and ethical standards. It provides
guidance for all officers, directors, and employees of Baylake Corp and its
affiliates. Failure to comply with the code of ethics may result in termination
of employment. Any questions regarding proper code of ethics should be referred
to an immediate manager or Human Resources. It is in the best interest of the
bank, our shareholders, and the public that we conduct business in accordance
with the following core values.
INTEGRITY: Baylake Bank expects that its
officers, directors, and employees will demonstrate integrity in all business
interactions. We expect absolute honesty in the handling of customer property,
accounts, and information entrusted to the bank.
CARING: We expect employees to perform their
job duties with respect and concern for fellow employees, customers and
prospective customers. Employees shall maintain a sense of individual respect
for human dignity, openness and understanding.
FAIRNESS: We expect employees to be unbiased
and objective in interactions with employees, customers and prospective
customers, avoiding preferential treatment or special favors.
RESPONSIBILITY: We expect dedication and
commitment from our employees to engender trust, faith and confidence from
others. As trusted advisors of considerable financial information, employees
must adhere to strict standards of confidentiality and avoid conflicts of
interest where possible, or transparent disclosure where not.
CHARGES AND PRICING: Fees and charges for bank products and services, including
rates on deposits and loans, will be determined with the mutual best interest of
Baylake Bank and its customers. Costs are intended to be profitable to the bank
as well as competitive for customers. No comments or actions by Baylake Bank
employees should be misinterpreted as an agreement to cooperate with competitors
contrary to the interest of our customers. Except where a transaction requires
participation of another financial institution, the bank’s pricing process shall
absolutely exclude any agreements or understandings with other financial
institutions in following a common course of action as to rates of interest,
terms on which products and services are offered, or prices and fees charged to
COMPETITION: Positive employee attitudes, exceptional service, and quality
products and services will make Baylake Bank competitive. The bank’s reputation
and prestige depend substantially on employee conduct, and we expect employees
to be respectful and positive regarding Baylake Bank’s competitors. Exceptional
service and personal attention to customers are more effective than criticizing
UNDESIRABLE BUSINESS: Baylake Bank employees shall avoid the appearance of
discrimination in the consideration and acceptance of business. However, some
customer relationships may not be in the best interest of the bank if the
customer’s business activities run contrary to this code of ethics. Undesirable
relationships leave the bank open to risk or reputational damage and should be
ILLEGAL ACTIVITY: Baylake Bank’s officers, directors and employees shall abide
by all federal, state, and local laws, regulations and rules applicable to the
bank’s business activities. Bank employees are expected to report the existence
or suspicion of the violation of any law, regulation, or rule. Employees
discovered to be engaged, directly or indirectly, in illegal conduct or who
knowingly fail to report the existence of such conduct will be subject to
immediate disciplinary action and possible termination of employment. Examples
of illegal activity include; but are not limited to, embezzlement, unauthorized
sale of information, fraudulent activity such as forgery, counterfeiting and
check kiting, and unauthorized use of funds, abuse of expense, asset, and
liability accounts, as well as any intentional filing or recording of false
information that materially relates to any banking activity or affects the
reliability or accuracy of any bank reporting obligation.
CONFIDENTIALITY: Customer and bank records, information and conversations are
all examples of confidential information. Baylake Bank employees need to protect
that information from improper or unlawful disclosure. Customer information is
intended solely for the benefit of the customer’s banking activities and should
not be released to any third party without express consent or legal process. In
addition, employees need to take physical steps to safeguard customer or bank
information by locking computers and files, filing paperwork out of sight,
following Wisconsin’s shred law, and never leaving customer or bank information
out in the open on a printer, table, or desktop.
Bank information, relating to its operations, performance, value, and other
internal activity is solely for the benefit of the bank and its shareholders, to
be used for proper banking purposes and not, at any time, for the personal
benefit of an individual or organization. The bank is subject to stringent
requirements for the protection of customer information and violations of these
regulations can result in regulatory sanction or civil actions for damages.
Employees must also be cautious in discussing the corporate affairs of Baylake
Bank with outsiders, due to potential harm to the Bank and its shareholders. In
addition, with regard to the trading of bank stock, confidential information
could be considered "insider information" under Federal and State Security laws.
Disclosure or use of such information for personal gain or to avoid personal
loss could result in substantial civil and criminal penalties to those who
disclose or use this information.
MORALITY AND REPUTATION: Loyalty and ethical personal behavior are expected of
those who represent Baylake Bank. It is imperative that employees’ conduct is a
positive reflection on this institution.
INDIVIDUAL PERFORMANCE: Policies and procedures are developed internally to
ensure consistency in operations throughout the Bank and they need to be
followed. Once a policy or procedure is developed, reviewed and approved,
employees are expected to support it. Policies and procedures are reviewed and
modified often to keep pace with changing conditions and Baylake Bank encourages
its employees to recommend changes through discussions with managers.
CONFLICT OF INTEREST/OUTSIDE INTERESTS: Baylake Bank employees should avoid
situations which could result in a conflict of interest with the bank. Personal
interests which may affect an employee’s business judgment should be avoided. If
an apparent conflict of interest arises, the employee should voluntarily remove
themselves from the position. If that is not possible or if the conflict is not
well-defined, the employee should make a complete and transparent disclosure of
the circumstances to Human Resources and/or the Director of Internal Audit and
the affected individual or organization. Membership on outside boards involves
the possibility of a conflict of interest. While employees are encouraged to
participate in civic, charitable, or religious organizations, situations that
could create a conflict of interest should be cleared with Human Resources.
GIFTS AND ENTERTAINMENT: Baylake Bank’s officers, directors and employees or
members of their immediate family should not give or accept cash, gifts, special
accommodations, or other favors from anyone doing business with Baylake Bank.
Employees may not accept personal fees, commissions or payment for transactions
or business involving Baylake Bank. However, gifts, entertainment and/or
hospitality of nominal value are excluded from this restriction. Accepting any
gift or service of more than a nominal value could be considered an attempt at
bribery and could subject the giver and the recipient to felony charges as well
as the penalties prescribed under the Bank Bribery Act, 18 USC 215. Any question
of the appropriateness of a gift, special accommodation or favor should be
referred to Human Resources.
OUTSIDE ACTIVITIES: Baylake Bank’s officers, directors and employees are
encouraged to participate in community activities and local government. However,
as an institution, Baylake Bank cannot engage in politics. Involvement in
political activities by Baylake Bank employees is permitted, provided that it
does not interfere with work performance and the employee makes clear that they
are not representing the interests of Baylake Bank.
TRADING IN BAYLAKE CORP STOCK: Employees are encouraged to own Baylake Corp
stock. However, the Securities and Exchange Commission has stringent rules and
regulations related to trading securities while in the possession of material,
non-public information. In the course of normal duties, an employee may become
aware of information related to earnings, expansion plans, potential
acquisition, or other corporate data which may be considered significant to the
investing public. Until such information is disseminated to the general public
through a press release or other public announcement, employees are prohibited
from purchasing or selling Baylake stock. Violation of this policy could subject
employees to action by the Securities and Exchange Commission, including fines
and/or imprisonment. Should any employee desire to acquire or sell Baylake stock
while aware of information which has not been released to the public, inquiries
regarding the stock transaction should be made to the Chief Financial Officer or
Treasurer. Purchases of Baylake Corp. stock may be made on a regular basis
through the Dividend Reinvestment and Stock Purchase Plan.