This Code of Business Conduct and Ethics (the “Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all directors, officers and employees of Anchor BanCorp Wisconsin Inc. and all of its wholly-owned financial services subsidiaries (referred to in this Code as “Anchor”). All of our employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior.
Those who violate the standards in this Code will be subject to disciplinary action, up to and including termination of employment. If you are in a situation which you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 14 of this Code.
- Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation on which Anchor’s ethical standards are built. All employees must respect and obey the laws of the cities and states in which we operate. All employees must comply with the policies and procedures adopted by Anchor. These policies and procedures have been designed to ensure compliance with applicable laws and regulations. If you have a question as to whether your conduct complies with applicable law, please contact either your supervisor or Anchor’s General Counsel.
- Conflicts of Interest
A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of Anchor. 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 Anchor work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in Anchor. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.
Employees should avoid outside employment, business or activities that would have a negative impact on their job performance with Anchor, or which are likely to conflict with their obligations to Anchor. It is almost always a conflict of interest for an Anchor employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. You may accept election or appointment to public or civic commissions and boards of non-profit corporations and to boards of non-profit corporations. There are cases however, in which organizations have business relationships with Anchor which might result in a conflict of interest so employees should give reasonable notice to their manager before elected or appointed.
Conflicts of interest may not always be clear-cut, so if you have a question, you should contact Anchor’s General Counsel. Any employee, officer or director who becomes aware of a conflict or potential conflict should comply with the procedures described in Section 14 of this Code.
- Insider Trading
Anchor has adopted an insider trading policy relating to trading in Anchor stock. This policy has been distributed to every employee and is incorporated by reference into the Code. If you have any questions regarding insider trading, please consult Anchor’s General Counsel as provided in the policy.
- Corporate Opportunities
No employee may use corporate property, information, or position for improper personal gain, and no employee may compete with Anchor directly or indirectly. Employees, officers and directors owe a duty to Anchor to advance its legitimate interests when the opportunity to do so arises.
- Competition and Fair Dealing; Gifts and Entertainment
We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing 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 employee should endeavor to respect the rights of and deal fairly with Anchor’s customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.
The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage. No gift or entertainment should ever be offered, given, provided or accepted by any Anchor employee, family member of an employee or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is of a nominal intrinsic value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations. An officer, director, employee, agent or attorney of Anchor is prohibited from receiving fees, discounts or waivers from parties doing business with the Bank. If you have any questions, please contact your supervisor or Anchor’s General Counsel.
Employees may offer and/or accept meals, invitations to athletic events and other entertainment to or from clients or prospective clients if the entertainment is of reasonable value, appropriate in the context of your position with Anchor and Anchor’s business objectives and in accordance with applicable Anchor policies. Employees should not encourage or solicit entertainment from a business, firm or individual doing, or seeking to do business with Anchor. Employees will be reimbursed for entertainment expenses only in accordance with Anchor policies as in effect from time to time, including Anchor’s Excessive or Luxury Expenditure Policy which is incorporated by reference into the Code.
- Discrimination and Harassment
The diversity of Anchor’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.
- Health and Safety
Anchor strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.
Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.
Anchor requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.
Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or your controller.
All of Anchor’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect Anchor’s transactions and must conform both to applicable legal requirements and to Anchor’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation. Anchor’s policy is to make full, fair, accurate, timely and understandable disclosures of material information in reports and documents filed with, or submitted to, the Securities and Exchange Commission (“SEC”), in Anchor’s public statements and all other regulatory filings.
Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to Anchor’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation please consult Anchor’s General Counsel.
Employees must maintain the confidentiality of confidential information entrusted to them by Anchor or its customers, except when disclosure is authorized by the Legal Department or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to Anchor or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends. In connection with this obligation, every employee should have executed a confidentiality agreement when he or she began his or her employment with Anchor.
Every employee is responsible for safeguarding confidential information. Employees are required to handle confidential information securely and in compliance with Anchor’s information and data security policies and procedures.
- Protection and Proper Use of Anchor Assets
All employees should endeavor to protect Anchor’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on Anchor’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Anchor equipment should not be used for non-Anchor business, though incidental personal use may be permitted.
The obligation of employees to protect Anchor’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Anchor policy. It could also be illegal and result in civil or even criminal penalties.
- Payments to Government Personnel
The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.
- Waivers of the Code of Business Conduct and Ethics
Requests for waivers to the Code should be made to the General Counsel; however waivers are generally prohibited. Any waiver of this Code for employees, officers or directors may be made only by the Board or a Board committee. Any waiver for directors and executive officers will be promptly disclosed as required by applicable law or stock exchange regulation.
- Reporting any Illegal or Unethical Behavior
Employees should contact either their immediate supervisor or Anchor’s General Counsel regarding any observed illegal or unethical behavior or when in doubt about the best course of action in a particular situation. Failure to report information regarding suspected Code violations is itself a violation of the Code. Anchor will not allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct. It is a serious Code violation, and a violation of law, for any Anchor officer or employee to initiate or encourage reprisal action against an employee or other person who in good faith reports known or suspected Code violations.
Employees must read and be familiar with Anchor’s Employee Complaint Procedures set forth in section 16 below which describe Anchor’s procedures for the receipt, retention, and treatment of complaints received by Anchor regarding accounting, internal accounting controls, or auditing matters as well as concerns regarding suspected unethical, dishonest or illegal activities. Any employee may submit a good faith concern without fear of dismissal or retaliation of any kind.
As provided in the Employee Complaint Procedure, a Security Hot-Line, 877-492-6510, is available for employees to anonymously report any concerns regarding Anchor. The hot line voicemail box will be monitored by the Internal Audit department. Message reports will be evaluated by Internal Audit in consultation with the Chairperson of the Audit Committee and may be reported to the Audit Committee for further evaluation. All calls will be treated with the utmost confidentiality.
- Compliance Procedures
We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:
- Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.
- Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
- Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
- Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solve problems.
- Seek help from Anchor resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching your supervisor with your question, discuss it locally with your office manager, your Human Resources manager or Anchor’s General Counsel.
- You may report ethical violations in confidence and without fear of retaliation. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review. Anchor does not permit retaliation of any kind against employees for good faith reports of ethical violations.
- Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act
- Special Provisions for CEO and Other Senior Financial Officers
In addition to the Code of Business Conduct and Ethics, the CEO and other senior financial officers are subject to the following additional specific policies:
- The CEO and all senior financial officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by Anchor with the SEC. Accordingly, it is the responsibility of the CEO and each other senior financial officer promptly to bring to the attention of the Audit Committee any material information of which he or she may become aware that affects the disclosures made by Anchor in its public filings or otherwise assist the Audit Committee in fulfilling its responsibilities.
- The CEO and each senior financial officer shall promptly bring to the attention of the Audit Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect Anchor’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in Anchor’s financial reporting, disclosures or internal controls.
- The CEO and each senior financial officer shall promptly bring to the attention of the General Counsel or the Audit Committee any information he or she may have concerning any violation of the Anchor’s Code of Business Conduct and Ethics, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in Anchor’s financial reporting, disclosures or internal controls.
- The CEO and each senior financial officer shall promptly bring to the attention of the General Counsel or the Audit Committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to Anchor and the operation of its business, by Anchor or any agent thereof, or of violation of the Code of Business Conduct and Ethics or of these additional procedures.
- The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code of Business Conduct and Ethics or of these additional procedures by the CEO and Anchor’s senior financial officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Business Conduct and Ethics and to these additional procedures, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individual’s employment. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question has been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past. This list is illustrative and is not all-inclusive in determining the appropriate action.
- Employee Complaint Procedures
Any employee of Anchor may submit a good faith complaint regarding accounting or auditing matters or concerns regarding suspected unethical, dishonest or illegal activities without fear of dismissal or retaliation of any kind. Anchor is committed to achieving compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices. Anchor’s Audit Committee will oversee treatment of employee concerns in this area.
In order to facilitate the reporting of employee complaints, Anchor’s Audit Committee has established the following procedures for (1) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters (“Accounting Matters”) and other concerns regarding suspected unethical, dishonest or illegal activities and (2) the confidential, anonymous submission by employees of concerns regarding questionable Accounting Matters or concerns regarding suspected unethical, dishonest or illegal activities.
Receipt of Employee Complaints
- Employees with concerns regarding Accounting Matters or suspected unethical, dishonest or illegal activities, may report their concerns to the Internal Audit Department of AnchorBank, fsb.
- Employees may forward complaints on a confidential or anonymous basis to the Internal Audit Department of AnchorBank, fsb through e-mail or regular mail:
Joseph Hauser, 1st VP Internal Auditor, AnchorBank, fsb
Randolph Dahlinger, 1st VP Compliance Officer, AnchorBank, fsb
25 West Main Street
Madison, WI 53703
Security Hot-Line (877) 492-6510
Scope of Matters Covered by These Procedures
These procedures relate to employee complaints relating to any questionable Accounting or Matters or suspected unethical, dishonest or illegal activities, including, without limitation, the following:
- fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of Anchor;
- fraud or deliberate error in the recording and maintaining of financial records of Anchor;
- deficiencies in or noncompliance with Anchor’s internal accounting controls;
- misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of Anchor; or
- deviation from full and fair reporting of Anchor’s financial condition.
Treatment of Complaints
- Upon receipt of a complaint, the 1st Vice President-Internal Audit will (i) in consultation with the General Counsel and the Chairperson of the Audit Committee, determine the nature of the complaint (i.e., whether the complaint actually pertains to Accounting Matters or to other ethical or legal violations) and (ii) when possible, acknowledge receipt of the complaint to the sender.
- Complaints will be reviewed under Audit Committee direction and oversight by Internal Audit or such other persons as the Chairperson of the Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review.
- Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee.
- Anchor will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of complaints regarding Accounting Matters or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002.
Reporting and Retention of Complaints and Investigations
- Internal Audit will maintain a log of all complaints, tracking their receipt, investigation and resolution and shall prepare a periodic summary report thereof for the Audit Committee. Copies of complaints and such log will be maintained in accordance with Anchor’s document retention policy.
Approved May 25, 2011