Principles of Business Conduct & Ethics
City National Bank and its subsidiaries (collectively, the "Company") are committed to maintaining the highest standards of ethics, integrity, honesty and sound judgment in its business practices. These Principles of Business Conduct and Ethics (the "Principles") are designed to serve as a general guide to inform employees, officers and directors of the Company (collectively "Colleagues") of significant legal and ethical issues that may arise in the workplace, to promote standards of appropriate conduct, and to encourage Colleagues to report illegal or unethical conduct.
Ultimately, no set of principles can fully address the complex range of circumstances that arise in the day to day operations of the Company. Accordingly, Colleagues are expected to exercise thoughtful behavior and prudent judgment in applying these Principles to daily business interactions. To aid in consistently applying these Principles, Colleagues should refer to rules of behavior contained in the City National Bank Code of Conduct. In addition to the Code of Conduct, the Chief Executive Officer, Chief Financial Officer and other senior financial officers of the Company are also subject to a separate Code of Ethics for Senior Financial Officers. Also, separate more specific rules of conduct may apply to Colleagues in specialized units of the Company. These special rules of conduct supplement and are in addition to these Principles.
These Principles may be amended or modified by the Board of Directors of City National Bank. Generally, it is not intended that there will be waivers to these Principles. However, situations may arise where a waiver may be appropriate. Such waivers will be determined on a case-by-case basis. Waivers involving directors and executive officers must be approved by the Board of Directors.
Compliance with Laws, Rules and Regulations
All Colleagues are expected to understand, respect and comply with all applicable laws, rules and regulations in the conduct of the Company's business. Colleagues are responsible for talking to their manager or appropriate compliance officer to determine which laws, regulations and Company policies apply to their position and activities. Colleagues may seek guidance and advice as to the interpretation and application of legal, regulatory and compliance requirements from their manager, or the Company's Compliance and/or Legal Department.
Conflicts of Interest
Business decisions must be made in the best interests of the Company and its shareholders and should not be motivated by personal interest or gain on the part of Colleagues. As a matter of Company policy, all Colleagues must avoid any actual or perceived conflicts of interest.
A "conflict of interest" may exist when an individual's private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company as a whole. A conflict situation can arise when a Colleague takes actions or has interests (financial or otherwise) that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest may also arise when a Colleague or a member of his or her family, receives improper personal benefits as a result of his or her position with the Company, whether from a third party or from the Company.
It is difficult to identify exhaustively the various circumstances within which a problematic conflict of interest may arise. For this reason, Colleagues must use sound and prudent judgment to recognize and avoid any situation in which their independent business judgment might appear to be compromised. All Colleagues are encouraged to utilize the Company's products and services, but this should be done in accordance with specific Company policies and procedures as well as applicable laws, rules and regulations, particularly with respect to loans and extensions of credit. Questions or guidance about actual or potential conflicts of interest situations, and disclosure of these situations as they arise, should be addressed and reported to the Company's General Counsel. For more information, Colleagues should review the Code of Conduct section on "Conflicts of Interest."
Colleagues are prohibited from (a) taking for themselves personally opportunities that properly belong to the Company or which are discovered through the use of corporate property, information or position; (b) using corporate property, information or position inappropriately for personal gain; and (c) competing with the Company. These prohibitions are often very similar to Conflicts of Interest requirements. Colleagues owe a duty of loyalty to the Company to advance the Company's legitimate interests when business opportunities arise where there is an expectation that the opportunity is of interest to the Company. Any questions or need for guidance as to the appropriateness of the conduct of any Colleague should be brought to the attention of the Colleagues manager, Human Resources or the Company's General Counsel. For more information, Colleagues should review the Code of Conduct section on "Corporate Opportunities."
Colleagues must maintain the confidentiality of proprietary information entrusted to them by the Company, its suppliers or Clients. Disclosure of confidential and proprietary information should be made only in accordance with appropriate authorization from the Company, its suppliers or Clients, as the case may be. Certain other disclosures of confidential or proprietary information may be made when required by laws, regulations or legal proceedings. Confidential information includes all non-public information that might be of use to competitors of the Company, or harmful to the Company or its clients, or employees if disclosed. For more information, Colleagues should review the Code of Conduct on "Confidentiality." In addition, if a Colleague has material information about a company that is not generally known or publicly available and the Colleague buys or sells securities of that company, or gives the information to someone else who does so, the Colleague may incur civil and criminal liability under the securities laws. Colleagues are prohibited from engaging in such practices, including with respect to companies that are Company clients, customers and vendors. For more information, Colleagues should review the Code of Conduct sections discussing insider trading.
The Company seeks competitive advantage through superior products, services and performance, never through unethical or illegal business practices. Each Colleague is expected to deal fairly with the Company's clients, suppliers, competitors, and fellow Colleagues. Respect for and proper treatment of confidential, proprietary information or trade secret information are important principles in achieving these goals. No Colleague should take unfair advantage of any other person through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing or illegal business practice.
Protection and Proper Use of Company Assets
All Colleagues should take all necessary and appropriate precautions to protect the Company's assets and ensure their efficient and effective use for legitimate business purposes. Any misuse or infringement of Company assets should be reported to the Company's General Counsel. For more information on Fair Dealing and Protection and Proper Use of Company Assets, Colleagues should review the Code of Conduct sections on "Conduct at Work."
Reporting Illegal or Unethical Behavior and Non-Retaliation
Colleagues who suspect or know of violations of these Principles or other illegal or unethical business or workplace conduct should contact either their supervisor, the Human Resources Department or the General Counsel. Specific concerns regarding accounting or auditing matters can be handled in accordance with the Company's Special Procedures for Colleague Complaints on Violations of Law, Accounting and Auditing Matters. The Company prohibits retaliation of any kind against Colleagues
who have made good faith reports of suspected wrongdoing.
The Company expects all Colleagues to act in compliance with these Principles, the Code of Conduct, and in a manner consistent with the highest ethical standards. If confronted with an ethical question, Colleagues are strongly urged to seek guidance and discuss the matter either with their supervisor, the Human Resources Department and/or the Company's General Counsel. If concerns or complaints require confidentiality, then this confidentiality will be protected to the extent feasible, subject to applicable
Any Colleague who believes he or she has been retaliated against is directed to contact any Human Resources representative, the General Counsel, his or her supervisor or the Chairman of the Audit Committee for information on how to get assistance in resolving the situation. For more information, Colleagues should review the Code of Conduct section on "No Retaliation" and the Company's "Non- Retaliation Policy for Colleagues Reports of Violations of Law, Accounting and Auditing Matters," found in Appendix K of the Colleague Handbook. For more information on reporting illegal or unethical activities, or regarding accounting or auditing matters, Colleagues should review the Code of Conduct Section of "Accounting and Auditing Matters" and the Company's "Special Procedures For Colleague Complaints of Law, Accounting and Auditing Matters."