Attached files
file | filename |
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10-Q - FORM 10-Q - CAPITAL CROSSING PREFERRED CORP | b81605e10vq.htm |
EX-32 - EX-32 - CAPITAL CROSSING PREFERRED CORP | b81605exv32.htm |
EX-3.2 - EX-3.2 - CAPITAL CROSSING PREFERRED CORP | b81605exv3w2.htm |
EX-3.1 - EX-3.1 - CAPITAL CROSSING PREFERRED CORP | b81605exv3w1.htm |
EX-31.2 - EX-31.2 - CAPITAL CROSSING PREFERRED CORP | b81605exv31w2.htm |
EX-31.1 - EX-31.1 - CAPITAL CROSSING PREFERRED CORP | b81605exv31w1.htm |
Exhibit 14
Policies and Procedures
|
August 10, 2010 |
EOS Code of Conduct
Table of Contents |
||||
1.0. INTRODUCTION |
2 | |||
1.1 EOS Insists On the Highest Ethical and Professional Standards |
2 | |||
1.2 The Code of Conduct Applies To All Employees |
2 | |||
1.3 Review and Understand what the Code and Other Applicable Policies and Procedures mean |
2 | |||
1.4 EOS Response to Violations of Its Policies or Applicable Laws or Regulations |
2 | |||
1.5 You Are Responsible For Reporting Violations |
3 | |||
1.6 EOS Will Not Tolerate Obstruction of Justice or Perjury |
3 | |||
2.0 CONFLICTS OF INTEREST |
3 | |||
2.1 Avoid and Disclose Conflicts of Interest |
3 | |||
2.1.1 Employee vs. EOS |
4 | |||
2.1.2 General Principles Applicable to Managing All Types of Conflicts |
4 | |||
2.2 Gifts, Entertainment and Favors Must Never Create, or Appear to Create,
Conflicts of Interest |
4 | |||
2.3 Outside Affiliations, Employment or Activities Must Never Create
Actual or Apparent Conflicts of Interest |
5 | |||
2.3.1 You Must Disclose Your Own Material Outside Affiliations |
5 | |||
3.0 SAFEGUARDING PROPERTY |
5 | |||
3.1 Do Not Misappropriate Property of EOS or a Customer |
5 | |||
3.2 Safeguard Confidential Information |
6 | |||
3.2.1 Be Sensitive to Confidentiality Issues When Dealing with Third Party
Vendors, Suppliers, and Outside Consultants (Outside Parties) |
6 | |||
3.3 Do Not Use EOS Property or Facilities for improper or Illegal Activities |
7 | |||
3.4 Use Technology Resources Appropriately, and with Security Prominently in Mind |
7 | |||
4.0 INTELLECTUAL PROPERTY |
8 | |||
4.1 Protect EOS Intellectual Property From Unauthorized Use Or Disclosure |
8 | |||
4.2 Respect the Intellectual Property Rights of Others |
8 | |||
5.0 BUSINESS PRACTICES |
8 | |||
5.1 EOS Will Not tolerate Fraud or dishonesty |
8 | |||
6.0 MONEY LAUNDERING AND OTHER CRIMINAL ACTIVITIES |
8 | |||
6.1 Comply With all Laws, Regulations, and Policies Designed to Combat
Money Laundering and Terrorism |
8 | |||
6.2 Do Not Engage in Illegal or Improper Activities |
9 | |||
7.0 DEALING WITH GOVERNMENTAL AND REGULATORY BODIES |
10 | |||
7.1 Do Not Compromise the Integrity of Government Officials or Candidates |
10 | |||
7.2 Comply With the U.S. Federal Procurement Act and Similar Laws of Other Jurisdictions |
10 | |||
7.3 Comply with Tax Laws and Regulations |
10 | |||
7.4 Comply with Registration and Licensing Requirements |
10 | |||
7.5 Contact Legal Personnel Immediately Upon Receiving an Inquiry,
Subpoena or Other Legal Document From a Regulatory or Governmental Authority |
11 | |||
8.0 LAWSUITS, ARBITRATIONS, AND CUSTOMER COMPLAINTS |
12 | |||
8.1 Contact Legal Personnel Immediately Upon Learning of an Actual or
Potential Lawsuit, Arbitration, or Customer Complaint |
12 |
Policies and Procedures
1.0. Introduction
1.1 EOS Insists On the Highest Ethical and Professional Standards.
As an EOS officer or employee (defined herein collectively and used interchangeably, officer
or employee), you are expected to adhere to all applicable laws, rules and regulations and this
Code of Conduct (the Code). Bear in mind that the Code is a principles-based documents that does
not and cannot anticipate every possible situation. This means that you must adhere, not
simply to the letter of the Code and other policies and procedures, but also to the spirit that
underlies them.
The Code is intended to convey important information to all employees. However, it does not create
any new standards under the law, nor does it create a contract or employment rights, or make any
promises or guarantees.
This Code is dated August 10, 2010, and will be periodically updated in the future as necessitated
by business development.
1.2 The Code of Conduct Applies To All Employees.
The Code applies to all employees of EOS (EOS).
1.3 Review and Understand what the Code and Other Applicable Policies and
Procedures mean.
As an EOS employee, you are responsible for reading the Code, as well as other applicable
policies and procedures, and making sure that you understand them. This means you have to
think about what you have read, think about how it applies to you, and seek guidance from
knowledgeable colleagues and advisers when you do not understand what a principle, policy, or
procedure means, or how it applies in a given situation.
1.4 EOS Response to Violations of Its Policies or Applicable Laws or
Regulations.
EOS treats violations of this Code, applicable Aurora Bank policies, procedures, laws or
regulations, as very serious matters. If EOS reasonably believes that you have violated laws,
regulations, or internal policies, you could be placed on administrative leave pending
investigation. Should it be determined that you failed to observe applicable policies, procedures,
laws, or regulations, or to cooperate with EOS in investigating and addressing any violations, you
may be subject to suspension, termination of employment, and/or other disciplinary actions.
Moreover, EOS may report violations of laws or regulations to appropriate regulatory or law
enforcement agencies.
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Policies and Procedures
In addition to measures taken by EOS, you may be subject to disciplinary or legal action by
regulatory authorities or others allegedly aggrieved by your conduct.
1.5 You Are Responsible For Reporting Violations.
As an EOS officer or employee, you are required to inform appropriate EOS personnel whenever
you have reason to suspect that there has been, or will be, a violation of applicable law,
regulation, or EOS policies or procedures. This is true whether you believe that you yourself may
have committed a violation, or that someone else has done so for example, another employee, a
client, a third party vendor, or a counterparty. Unless otherwise stated, you are to report
suspected violations to EOS Audit Committee.
You do not have to be absolutely certain that a violation has occurred or is about to occur, or
that you know who is involved, before you should report it. You should report suspected violations
if you have a reasonable suspicion or a concern. It is essential that EOS learn of possible
violations promptly, so that it may investigate them, stop (or even avoid) them, and take steps to
avoid them in the future. If you fail to report known violations, as described above, EOS may find
that you, too, are guilty of violating the Code.
1.6 EOS Will Not Tolerate Obstruction of Justice or Perjury.
EOS is committed to dealing with government and regulatory organizations in an honest and
forthright manner. Employees are not permitted to obstruct, delay or prevent any person from
communicating with any criminal investigator regarding a criminal violation. Similarly, no employee
may interfere with a regulatory investigation. Anyone found to have withheld or destroyed
requested information or records, or to have knowingly made a material misstatement to a government
or regulatory agent, or in any legal or regulatory proceeding, will face severe consequences
including, but not limited to, termination of employment and possible notification to appropriate
authorities.
2.0 Conflicts of Interest
2.1 Avoid and Disclose Conflicts of Interest.
A conflict of interest may occur any time an employee is in a position to provide
information, direct business, or make other business decisions affecting a third party which may
benefit the third party and also benefit the employee. Conflicts of interest may occur in the
normal course of doing your job, and they may not always harm EOS. However, they must be
recognized and handled appropriately. Improper handling of conflicts of interest can damage both
your reputation and EOS reputation. In some cases they can also result in litigation and/or
disciplinary action.
3
Policies and Procedures
2.1.1 Employee vs. EOS
You must avoid, to the extent reasonably possible, any conduct that may create a conflict between
your personal interests and those of EOS. For example, you may never take on employment or even
non-profit work which would place you in competition with, or adverse to, EOS. If a conflict
cannot be avoided, or if you are not clear about whether a conflict exists, you should consult with
the General Counsel of Aurora Bank or other appropriate legal personnel, as applicable.
2.1.2 General Principles Applicable to Managing All Types of Conflicts
Where a conflict of interest is inherent or unavoidable, a transaction or relationship may proceed
only if:
| Applicable regulations permit, or do not prohibit it; | ||
| All appropriate parties within EOS are informed of the conflict; | ||
| Applicable legal or compliance personnel have approved the transaction or relationship; | ||
| Sound business judgment indicates that the transaction or relationship should proceed; | ||
| The conflict is mitigated to the extent reasonably possible and in accordance with any conditions set by management or the legal or compliance personnel. | ||
| The conflict is disclosed to the client or other affected party. |
2.2 Gifts, Entertainment and Favors Must Never Create, or Appear to Create,
Conflicts of Interest.
All EOS employees, wherever located, are prohibited from providing or accepting business gifts
or entertainment that might result in the appearance of a conflict of interest.
Accepting gifts or entertainment from clients, prospective customers, employees or agents of
customers, outside vendors, suppliers, consultants, and other persons or entities with whom EOS
does business may create actual or apparent conflicts of interest. EOS does not prohibit you from
accepting all business-related gifts or entertainment. However you may not accept any gift or
entertainment that is significant in value, or that might appear to impair, your ethics, loyalty to
EOS, or ability to exercise sound judgment. You may not solicit gifts or entertainment. In no
instance is it acceptable for a EOS employee to accept a gift or compensation of any kind or in any
amount for performing his or her duties as an employee of EOS, or for awarding business to a third
party. Accepting a gift or compensation from anyone (including other employees) in exchange for
performing ones duties will result in disciplinary action, up to and including termination of
employment. For example, you may not accept a gift of any type which is given as the result of
sending business to a particular service provider, or for approving or closing a transaction.
EOS employees who have relationships with vendors or prospective vendors may accept a dinner, lunch
or other entertainment/event invitation from vendor or prospective vendor, so long as vendor
personnel will be present, there will be the opportunity to discuss business, and the overall cost
of the entertainment is reasonable. Such entertainment may not under any circumstances be the
basis for favorable treatment for the vendor. Further, employees should
exercise good judgment when accepting vendor invitations to ensure that they do not create even the
appearance of any impropriety.
4
Policies and Procedures
2.3 Outside Affiliations, Employment or Activities Must Never Create Actual or
Apparent Conflicts of Interest.
Certain types of outside affiliations or other activities may pose a conflict of interest or
regulatory concern to EOS. Therefore, EOS prohibits certain activities, and requires you to
disclose your outside activities to EOS in writing so that responsible personnel may assess the
compatibility of the outside affiliation or activity with your role at EOS.
2.3.1 You Must Disclose Your Own Material Outside Affiliations.
You must disclose material outside affiliations to EOS in writing. Outside affiliations includes organizations in which you serve as an employee, director, officer, partner or trustee of a public or private organization or company other than EOS (paid or unpaid), including joint ventures, portfolio investment companies, non-profit, charitable, civic or educational organizations. These relationships may or may not be related to your employment with EOS. |
Generally speaking, you do not have to disclose affiliations which involve little or no personal responsibility or exposure on your part and have minimal potential for adversely affecting EOS image or creating conflicts of interest. For example, rank-and-file membership in a professional organization need not be disclosed. However, you would have to report serving on the board of such an organization. |
You should also disclose affiliations of any family members whose affiliation with a company or organization may result in a conflict of interest between you and EOS or you and a client of EOS. For example, if your family member takes a position where they will benefit from decisions made by you regarding service contracts with EOS, that relationship should be disclosed. |
If an outside affiliation or activity is approved, EOS expects that you will bring the same
standards of excellence to these affiliations as you bring to your performance in your role with
EOS, with neither unduly interfering with the other. EOS reserves the right to impose conditions
upon its approval of outside activities. You must adhere to any such conditions.
3.0 Safeguarding Property
3.1 Do Not Misappropriate Property of EOS or a Customer.
EOS must be able to trust its employees implicitly. Hence, there can be absolutely no
tolerance for employees taking, using, stealing, borrowing, commingling, or misappropriating the
property of EOS or any Customer for your own use or the use of another.
5
Policies and Procedures
You are not permitted to remove, sell, convey or dispose of any record, voucher, money or thing of
value belonging to EOS without EOS consent. Moreover, you may not destroy EOS property without
permission.
3.2 Safeguard Confidential Information.
During the course of your employment, you may acquire, contribute, develop or otherwise become
aware of confidential information regarding EOS or information received by EOS in confidence from
others. This would include information relating to EOS customers and employees, trade practices,
systems, marketing or strategic plans, fees and revenues. It would also encompass information
regarding EOS or its customers knowledge base or operations, including, without limitation,
business processes, methods, compositions, improvements, inventions and discoveries. You must
treat such information as confidential, regardless of the form in which it is maintained or stored,
and you may not use or disclose it except as required in the performance of your duties for EOS.
Any employee who possesses or has access to confidential information, including, without
limitation, sensitive customer information (for example, name, address, social security number,
drivers license number, financial account number) has an important responsibility to keep that
information confidential within EOS. You may divulge confidential information internally only on a
need to know basis. Furthermore, you may not discuss confidential information with family,
relatives, or business or social acquaintances.
No correspondence or literature designated For Internal Use Only or any inter-office memoranda,
wires, e-mail messages or other communications may be given or shown to any individual not
associated with EOS. Information available through any of EOS information delivery systems (such
as sensitive customer information, customer account information etc.) for use by employees in the
conduct of EOS business may not be shown or distributed to any individual not associated with EOS
or its parent Aurora Bank without the prior written consent of the employees manager.
You must never use EOS proprietary information for your own or any other persons financial
benefit.
You must also be careful about disclosing information concerning colleagues. If you receive a
request for employee information from an unknown person, do not disclose any information.
Upon separation from EOS, you must return to appropriate EOS personnel all documents, recordings
and other tangible records that contain EOS confidential information. If you have any
confidential information maintained in electronic format outside of EOS systems or off EOS premises
you must notify the appropriate legal or compliance personnel.
3.2.1 Be Sensitive to Confidentiality Issues When Dealing with Third Party Vendors, Suppliers, and
Outside Consultants (Outside Parties).
The need to know principle dictates that you should provide outside parties with only the
information they need to perform their responsibilities to EOS.
6
Policies and Procedures
Both employees and outside parties are required to preserve the confidentiality of information
regarding EOS customers, trade practices, systems, marketing or strategic plans, fees and
revenues, and other knowledge that they may acquire during the course of their employment or
relationship with EOS.
Likewise, you must protect confidential and proprietary information provided to EOS and you by
outside parties, and you must ensure that such confidential and proprietary information is used
within the limitations established. Employees and suppliers must protect the confidential and
proprietary information of outside parties or other third parties to ensure that no contractual
agreements are violated, or that the confidential or proprietary information is used without the
permission of the owner or licensor of the confidential or proprietary information.
3.3 Do Not Use EOS Property or Facilities for improper or Illegal
Activities.
EOS property or facilities may never be used for any improper or illegal purpose, whether it
is intended to benefit EOS, an employee or someone else. Participation in unlawful activities or
possession of illegal items or substances by an employee, whether or not on EOS property, and
whether or not on EOS business, may result in termination of your employment.
3.4 Use Technology Resources Appropriately, and with Security Prominently in
Mind.
EOS technology resources are vitally important EOS assets. Technology resources include, but
are not limited to, processing hardware (mainframe, personal computers, handhelds), software
networks and networking applications (phone systems, voicemail, electronic mail), and associated
documentation (policies, procedures, users manuals).
EOS expects all employees utilizing its technology resources to observe the highest standard of
professionalism at all times and to comply with the following:
Ø | Respect and maintain the integrity and security of all EOS computer and communication systems; | ||
Ø | Utilize those systems predominantly for the furtherance of EOS business with only limited personal use, and | ||
Ø | Respect the values of EOS, and each individual within it, by creating and sending only appropriate messages. |
All employees must comply with the restrictions pertaining to the use of computer software. In
addition, EOS prohibits employees from taping telephone lines except in strict compliance with
local laws.
7
Policies and Procedures
4.0 Intellectual Property
4.1 Protect EOS Intellectual Property From Unauthorized Use Or Disclosure.
EOS intellectual property, whether owned by EOS or licensed from others, is a valuable asset
which you must protect from unauthorized use or disclosure. You are required to protect and
preserve EOS intellectual property, including its trademarks and service marks, copyrights, trade
secrets and patents.
4.2 Respect the Intellectual Property Rights of Others.
EOS and its employees must not use intellectual property, including content, that EOS does not
own, without proper permission. After EOS acquires permission to use third-party intellectual
property, you may use it only in accordance with the rights expressly granted to EOS. Violation of
third-party intellectual property rights can subject you and EOS to extensive litigation expenses,
civil damages, reputation harm and in some cases, criminal liability.
5.0 Business Practices
5.1 EOS Will Not tolerate Fraud or dishonesty.
EOS is in a business of trust, a business where integrity and ethical behavior are
non-negotiable. EOS expects its employees to carry out their job responsibilities fairly,
ethically and in a manner that fully complies with all applicable laws and regulations. To that
end, no individual should take unfair advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts, intentional dissemination of
information that they know or should reasonably know is false or misleading, or any other
intentional unfair dealing or practice.
6.0 Money Laundering and Other Criminal Activities.
6.1 Comply With all Laws, Regulations, and Policies Designed to Combat Money
Laundering and Terrorism.
Money laundering is the process by which individuals attempt to conceal the true origin and
ownership of the proceeds of illegal activities. If undertaken successfully, it enables an
individual or entity to maintain control over those proceeds and ultimately integrate the funds
back into the financial system. Participation in any money laundering activity is a crime.
Terrorist financing, as the name implies, refers to the use of assets to fund terrorist activities.
The funds are not necessarily derived from criminal activities, but they are intended for use in
crimes related to terrorism.
8
Policies and Procedures
To reasonably ensure compliance with all applicable money laundering prevention laws and
regulations, and to protect EOS and all employees from inadvertent involvement in money laundering
or related illegal activities, Aurora Banks Money Laundering Prevention Program (MLP Program)
applies to all employees of EOS, regardless of their geographical location. It is every employees
responsibility to know and comply with these procedures.
6.2 Do Not Engage in Illegal or Improper Activities.
You must protect EOS and yourself from becoming involved with illegal activities. In
the course of your duties you may see evidence that a customer has committed fraud, or is
attempting to falsify loan documents, for example. A customer may actually ask you to help him or
her to engage in improper activities, such as providing inflated income numbers in order to qualify
for a larger loan amount that the applicant otherwise would. These are just a few examples of
illegal or improper activity that you may encounter.
If you suspect that a customer may be engaged in such activity, or if a customer asks you to do
something illegal or improper, you must report it to your manager. Failure to do so may subject
you and EOS to severe penalties, legal liability, and reputational harm.
Other suspected violations of law or regulation should be reported to legal or compliance personnel
directly.
Procedures for Reporting Policy Violations
Employees or job applicants are encouraged to report violations of this policy. Employees should
report violations to their immediate supervisor. Retaliation against employees or applicants who
report violations is strictly prohibited. In addition, employees and applicants are protected from
coercion, intimidation, interference or discrimination as a result of reporting violations or
assisting in investigations.
Investigations into alleged violations of this policy will be handled as discreetly as practicable
and appropriate corrective action will be taken whenever violations are determined to have
occurred. Depending upon the nature of the violation, any individuals found to have violated this
policy are subject to disciplinary action, up to and including termination. Anyone interfering
with, or providing information that the individual knows to be inaccurate during an investigation
may be subject to disciplinary action, up to and including termination.
9
Policies and Procedures
7.0 Dealing with Governmental and Regulatory Bodies
7.1 Do Not Compromise the Integrity of Government Officials or Candidates.
All employees, wherever located, are prohibited from offering, promising or paying, directly
or indirectly, money or anything of value to government officials, political parties, party
officials or political candidates for the purpose of obtaining or retaining business for EOS.
7.2 Comply With the U.S. Federal Procurement Act and Similar Laws of Other
Jurisdictions.
You are strictly prohibited from knowingly executing or attempting to execute any scheme or
artifice with the intent to defraud the United States or obtain money or property by means of false
or fraudulent pretenses, representations or promises in any procurement of property or services as
a prime contractor with the United States or as a subcontractor or supplier on a contract in which
there is a prime contract with the United States. You must also comply with similar laws of other
jurisdictions to which you or your activities are subject.
7.3 Comply with Tax Laws and Regulations.
EOS requires you to comply with all applicable tax laws and regulations, whether acting on
your own behalf or that of EOS. You may not:
| make false statements to local tax authorities regarding any matter, | ||
| file fraudulent returns, statements, lists or other documents, | ||
| conceal property or withhold records from local tax authorities, | ||
| willfully fail to file tax returns, keep required records or supply information to local tax authorities, or | ||
| willfully fail to collect, account for or pay a tax. |
Moreover, you may not solicit customers on the basis of, or participate in, activity designed to
violate tax laws or regulations. Consult the appropriate legal or compliance personnel for
guidance on the tax laws and regulations that apply to your activities.
7.4 Comply with Registration and Licensing Requirements.
EOS is committed to complying with all applicable laws and regulations pertaining to the
registration and licensing of personnel. You must obtain and maintain all registrations and
licenses required for the types of business in which you engage, the duties you perform, and the
jurisdictions in which you work. Non-licensed personnel may perform only functions that do not
require licensing or registration.
10
Policies and Procedures
If you are a licensed person, you are responsible for keeping your personal licenses and
registrations current at all times, in addition to any other filings applicable to your duties.
Notify the appropriate compliance personnel immediately if a reportable event occurs.
7.5 Contact Legal Personnel Immediately Upon Receiving an Inquiry, Subpoena or
Other Legal Document From a Regulatory or Governmental Authority.
As a general rule, you should refer the following to the appropriate legal personnel
immediately, and before making any response:
| written and telephone inquiries from regulatory entities or governmental authorities; | ||
| information requests, whether made in person or otherwise, by a representative of a regulatory or governmental body; | ||
| subpoenas, warrants, or similar orders issued by regulatory entities or governmental authorities; and | ||
| legal documents pertaining to an investigation, disciplinary proceeding, criminal case, administrative proceeding, or similar matter. |
If you receive any of the types of documents listed above you should immediately forward the
original document, together with the envelope in which it was delivered, to the appropriate legal
personnel. Anyone receiving a telephone request should obtain the name, telephone number and
affiliation of the caller, and refer the caller to the appropriate legal personnel.
Do not notify anyone outside of EOS including a customer whose records have been subpoenaed
about any governmental or regulatory subpoenas or similar legal process unless the applicable legal
personnel has authorized you to do so. If you receive an inquiry about such a matter from someone
outside EOS, you should politely state that you are not permitted to discuss such matters.
Immediately thereafter you should notify the appropriate legal personnel about the inquiry.
If you receive a visit from a representative of a regulatory entity or federal or state authority
you should politely request the representatives name, affiliation, purpose of the visit and
identification card or badge, then ask the representative to wait in a location away from business
activities (an empty conference room, for example) while you immediately notify the appropriate
legal personnel. Similarly, you are not normally permitted to contact any regulatory entity or any
governmental authority on behalf of EOS without prior approval of the appropriate legal personnel.
11
Policies and Procedures
For those employees outside of the legal or compliance departments who deal with regulatory
entities and governmental authorities on a routine basis as part of their job function, referral to
the legal or compliance department is appropriate where an inquiry or contact is out of the
ordinary course of business or involves a potential legal or disciplinary action of any kind.
8.0 Lawsuits, Arbitrations, and Customer Complaints
8.1 Contact Legal Personnel Immediately Upon Learning of an Actual or Potential
Lawsuit, Arbitration, or Customer Complaint.
Employees of EOS are not authorized to accept service of any legal process addressed to EOS.
All service must be made through EOS registered office (in Massachusetts).
You should not contact a complainant or his/ her legal representative without first speaking with
legal or compliance personnel. In addition, bear in mind that a person who is the subject of a
customer complaint may not settle the matter without the knowledge and consent of the legal or
compliance personnel.
As is the case with inquiries from governmental or regulatory authorities, all inquiries or
documents received from any attorney or legal representative not affiliated with EOS must be
directed immediately to the appropriate legal or compliance contact.
12