Code of Ethics
OUR COMMITMENT TO HONESTY AND INTEGRITY
Trust is the foundation of all relationships at CommerceWest Bank (the “Company”); thus, honesty and integrity are essential attributes of every person at the Company. The Company also expects an exemplary level of honesty and integrity from its critical vendors, consultants and business partners. Failure to meet the high ethical standards set forth by the Board of Directors (the “Board”) may be cause for termination of any relationship with CommerceWest Bank.
For the benefit of all of our stakeholders, the Company has a code of Business Conduct and policies applicable to all directors, officers, and employees (“CommerceWest Bank Team Members”). In addition, CommerceWest Bank Team Members are required to adhere to a Code of Ethics as set forth below (the “Code of Ethics”). In order to carry out the firm intention of the Board to hold CommerceWest Bank Team Members to the highest standards of honest and ethical conduct, the Board has adopted the following Code of Ethics, which specifically applies to each of these persons.
Code of Ethics
Conflicts of Interest/Interested Transactions
Each CommerceWest Bank Team Member has an absolute responsibility to fully report, in a timely and understandable manner, any actual or potential conflict between his or her personal and professional interests as they relate to the Company. A conflict could exist any time a person’s loyalties or actions are divided between the Company’s interests and those of another, such as a customer. Even the appearance of a conflict should be avoided.
Report and Review Procedure
The person making a report of an actual or potential conflict shall seek a review in accordance with this Code of Ethics. Any such report shall be made to the Chairman of the Board or the Chair of the Audit Committee. Any report as to which the reporting person believes both of those persons have an actual or potential conflict shall be made to such member of the Board as in such person’s judgment has no potential or actual conflict.
Any report of a conflict shall clearly and completely explain to the reviewer every aspect of the potential or actual conflict. If in the opinion of the reviewer, the actual or potential conflict is material, then the person involved in the conflict shall immediately recuse himself or herself from participating in the decision making process, except to the extent participation is requested by the reviewer or other persons involved in the review or decision making process.
The reviewer shall have the power to determine whether a conflict is material and to take appropriate action with respect to such material conflict, to the extent the reviewer has the corporate authority to do so. The reviewer shall report any such material conflict and the action taken, if any, to the Board. The reviewer may inform the Chairman of the Board (if the reviewer is not the Chairman of the Board) or the Board that the matter should be resolved by the Board, in which case the Board or a committee of the Board shall have that responsibility. Without exception, the Board reserves the right to act on its own with respect to any issues of conflict of interest.
In the event the reviewer decides the conflict or potential conflict is not material and that no action is required, then the reviewer shall, if requested, report that finding in writing to the reporting person.
Public Disclosures/Financial Reporting
The Chief Executive Officer and Chief Financial Officer, (the “Senior Financial Officers”) must ensure that any disclosures provided by him or her on behalf of the Company in its securities and regulatory filings and submissions shall be full, fair, accurate and timely, and shall be presented in an understandable fashion that reflects the true content of the matters disclosed. The Senior Financial Officers shall establish appropriate systems, procedures and controls to ensure that the Company’s transactions are recorded in compliance with Generally Accepted Accounting Principles, Company policies and regulatory directives.
Compliance with applicable laws, rules and regulations
Each Senior Financial Officer is expected to be aware of and to strive to be in compliance with all applicable laws, rules and regulations.
Reporting of Violations of this Code of Ethics
Each Senior Financial Officer has an absolute duty to report any actual or apparent violation of this Code of Ethics to both the Chief Executive Officer and the Chairman of the Board, or if not appropriate in the judgment of the reporting person, the Chair of the Audit Committee or the Company’s legal counsel for securities law compliance purposes.
Accountability for Adherence to the Code of Ethics
With regard to alleged violations of this Code of Ethics by any director or executive officer, it shall be solely the duty of the Board, excluding any Board member standing accused of violating this Code of Ethics, to determine the veracity of any alleged breach of this Code of Ethics and any penalty or consequences. Only the Board, excluding any Board member standing accused of violating this Code of Ethics, may waive this Code of Ethics with respect to any director or executive officer.