Baylake Bank Code of Ethics

PURPOSE AND SCOPE:  This code of ethics is intended to sustain the integrity and reputation of Baylake Corp. and its affiliates (collectively, the “Bank”) by developing guidelines for appropriate professional and ethical standards. It provides guidance for all such employees.  Failure to comply with this code of ethics may result in termination of employment. Any questions regarding proper conduct 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:  The Bank expects that its 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 the Bank and its customers.  Costs are intended to be profitable to the Bank as well as competitive for customers. No comments or actions by 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 customers.

COMPETITION:  Positive employee attitudes, exceptional service, and quality products and services will make the Bank competitive.  The Bank’s reputation and prestige depend substantially on employee conduct, and we expect employees to be respectful and positive regarding the Bank’s competitors. 

Exceptional service and personal attention to customers are more effective than criticizing a competitor.

UNDESIRABLE BUSINESS:  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 carefully evaluated.  

ILLEGAL ACTIVITY:  Bank 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, 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 Bank 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.  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 the 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 direct or indirect 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 the 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 the Bank encourages its employees to recommend changes through discussions with managers.

CONFLICT OF INTEREST/OUTSIDE INTERESTS:  Bank employees should avoid situations which could result in a conflict of interest with the Bank. A conflict of interest arises in the workplace when an employee (or a member of his or her immediate family) has competing interests or loyalties that either are, or potentially can be, at odds with each other.  Examples include:  serving on the board of directors of a customer of the Bank, lenders extending credit to relatives, employment outside of the Bank, etc. 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, the Director of Internal Audit or the General Counsel / Director of Risk Management 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.  Annually, all employees will be asked to complete a Disclosure of Potential Conflict of Interest form.

GIFTS AND ENTERTAINMENT:  Bank employees or members of their immediate family should not give or accept cash, gifts, special accommodations, or other favors from anyone doing business with the Bank.  Employees may not accept payment for transactions or business involving the Bank.  However, gifts, entertainment 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:  Bank employees are encouraged to participate in community activities and local government.  However, as an institution, the Bank cannot engage in politics. Involvement in political activities by 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 the Bank. 

TRADING IN BAYLAKE CORP STOCK:  Employees are encouraged to own Bank stock.  However, the Securities and Exchange Commission (SEC) 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 (directly or indirectly) are prohibited from purchasing or selling Bank stock. 

Violation of this policy could subject employees to action by the SEC, including fines or imprisonment.  Should any employee desire to acquire or sell Bank 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/Treasurer. Purchases of Bank stock may be made on a regular basis through the Dividend Reinvestment and Stock Purchase Plan. 

Revised 7/21/15