Code of Conduct and Ethics
Review the Code of Conduct and Ethics for HF Financial Corp.
Ethical conduct in the financial service business is not just for a select few. This Code of Conduct and Ethics (the “Code”) applies to all officers, directors and employees of HF Financial Corp. and all of its wholly-owned subsidiaries (collectively, the “Company”). Each of the Company’s officers, directors and employees is expected to conduct the Company’s business in a legal, honest and ethical manner. More than guidelines, this Code forms the standard of conduct that you, as a Company representative, must follow. Your responsibility to act in accordance with the standards set forth in this Code is in addition to your obligation to comply with both the letter and spirit of all laws, rules and regulations governing the Company. If any law, rule or regulation conflicts with this Code, you must comply with such law, rule or regulation.
Our officers, directors and employees are expected to have a keen appreciation of our responsibility to our stockholders and to the public. Collectively, we must earn and maintain confidence in the integrity of our institution.
You are always expected to use good judgment and to act in accordance with the standards set forth in this Code. If you find yourself in a situation where proper conduct is unclear, consult with your manager or another appropriate person.
Reporting Violations and Non-Retaliation
You are expected, and have an obligation to the Company, to promptly report on a confidential basis suspected or known violations of (a) the standard of conduct expected of an officer, director or employee of this Company, (b) laws, rules, regulations or policies, and/or (c) this Code. Failure to report suspected or known violations is itself a violation of this Code. You may report such violations to your immediate manager, the Chief Executive Officer or the Chair of the Audit Committee. Such persons will strive to maintain the confidentiality of any report to the maximum extent consistent with fair and rigorous review of the violation. If for any reason you are uncomfortable reporting any violation to these individuals or you are not satisfied with the resolution of the matter by these individuals, you may report the violation by submitting an anonymous and confidential Report of Improper Activity through the Ethicspoint reporting system located a www.ethicspoint.com or by telephone at 1-855-311-9566.
You may never violate this Code because a supervisor directs you to do so. If you receive such a request, you should advise your supervisor that the request violates this Code. If your supervisor refuses to modify his or her request, you should contact the Chief Executive Officer or the Chair of the Audit Committee, or submit an anonymous and confidential Report of Improper Activity form through the Ethicspoint reporting system located a www.ethicspoint.com or by telephone at 1-855-311-9566, immediately.
Retaliation against anyone who reports suspected or known violations is strictly prohibited. You will not suffer any penalty for reporting in good faith any violation.
This Code is designed to deter wrongdoing and to promote accountability for adherence to the Code, and all applicable laws, rules and regulations. A violation of this Code is a very serious matter that will result in disciplinary action, up to and including immediate termination.
Amendment, Modification and Waiver
This Code may only be amended or modified by the Board. Any waiver of this Code for any officer or director of the Company may only be made by the Board. Amendments, modifications and waivers will be promptly disclosed by the Company to the extent required under the Securities Exchange Act of 1934, as amended, and the NASDAQ Listing Requirements.
Laws, Rules and Regulations
Each of the Company’s officers, directors and employees are expected to respect and comply with all of the laws, rules and regulations of each city, state and country in which the Company operates. Although you are not expected to know the details of all of these laws, rules and regulations, it is important to know enough to determine when to seek advice.
Conflicts of Interest
The Company prohibits conflicts of interest. A “conflict of interest” occurs whenever the personal interest of an officer, director or employee (or a member of an employee’s immediate family) directly or indirectly conflicts in any way with the Company’s interest. The Company’s officers, directors and employees must be scrupulous in avoiding any action or interest that conflicts with, or appears to conflict with, the Company’s interests. The facts in each situation will determine whether the interest in question is an actual or potential conflict of interest, but a conflict situation can arise when an officer, director or employee, or a member of his or her family: (a) takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively; or (b) receives improper personal benefits as a result of his or her position with the Company, whether from a third party or the Company.
Events that are generally deemed to create an actual or potential conflict of interest include, but are not limited to:
- holding a direct or indirect financial interest in, or serving as a member of the board of directors of, a competitor company or any company with which the Company does a substantial amount of business (excluding normal investment in publicly owned companies);
- holding or acquiring an interest in any property or company in which the Company has, or proposes to acquire, an interest; and
- holding outside employment or conducting personal business that may interfere with devoting your full attention and loyalty to the Company during working hours.
Events that are generally not deemed to be a conflict of interest include, but are not limited to:
- the acceptance of customary hospitality from current or prospective customers, suppliers or other persons doing or seeking to do business with the Company;
- the acceptance of advertising or promotional materials having a reasonable value, including, without limitation, pens, pencils, note pads, calendars and similar items;
- the acceptance of loans from other financial institutions on customary and/or prevailing terms to finance proper and usual activities;
- the acceptance of discounts or rebates on merchandise or services that do not exceed those available to other customers;
- the acceptance of an award for recognition of service and accomplishment from a civic, charitable, educational or religious organization;
- the acceptance of honorariums based on delivery of a speech or class discussion;
- the acceptance of gifts, gratuities, amenities or favors based on obvious family or personal relationships when the circumstances make it clear that it is those relationships, rather than the business of, or your relationship with, the Company that are the motivating factors; and
- the acceptance of a gift or prize having a reasonable value at a conference, so long as an element of chance was involved in winning such item.
If you become aware of an actual or potential conflict of interest, or if you are offered or receive something of value beyond that which is specifically authorized above, you should immediately report the situation to the persons listed in Section II above so the Company may determine whether a conflict of interest exists.
It is the Company’s policy that all officers, directors and employees hold in the strictest confidence, and appropriately safeguard, the Company’s confidential corporate information and the confidential information of its current and prospective customers, service providers, suppliers, or other parties. Confidential information includes, without limitation, trade secrets, patents, customer lists, customer information, reports, studies, records, data, computer software, and other nonpublic information that might be of use to competitors, or harmful to the relevant party, if disclosed.
In order to protect the Company’s confidential information and comply with laws prohibiting selective disclosure of the Company’s confidential information, you must never discuss confidential information about the Company with anyone outside of the Company unless you have been specifically authorized to do so. In addition, you must guard against accidental disclosure of confidential information about the Company. These obligations continue to apply after your employment or other service with the Company has ended.
Material Non-Public Information
The use or disclosure of material nonpublic information is strictly prohibited. Information is generally deemed “material” where there is a substantial likelihood that a reasonable investor could consider the information important in deciding whether to buy or sell securities, or whether the information, if disclosed, could be viewed by a reasonable investor as having significantly altered the “total mix” of information available. Information is generally deemed “nonpublic” until it has been made available to investors generally. Material nonpublic information includes not only information that relates to the Company, but also to other public companies. Buying or selling securities of any company based on material nonpublic information, or providing material nonpublic information to others so that they may buy or sell securities, is illegal and may result in criminal prosecution. For more specific information regarding the Company’s policies relating to material nonpublic information, please see the Company’s Policy Statement on Confidential Information and Securities Trading.
Officers, directors and employees of the Company must not take for themselves personally, or divert to another person or company, opportunities that are discovered through the use of the Company’s property, information or position without the prior consent of the Company’s Board of Directors. You may not use corporate property, information or position for personal gain, and you may not compete with the Company directly or indirectly. You owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
Protection and Proper Use of Assets
All officers, directors and employees must endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness, waste and fraud have a direct impact on the Company’s profitability and should be reported immediately. The Company’s equipment should not be used for non-Company business, although incidental personal use may be permitted.
Your obligation to protect the Company’s assets includes its proprietary information. Proprietary information includes the Company’s intellectual property, such as trade secrets, trademarks, trade names and copyrights, as well as the Company’s confidential corporate information, which is discussed above.
The Company will provide assets for each of its offices. You should not use personal items in the performance of your duties. If you need any office equipment, you are responsible for discussing your needs with your immediate manager.
The sale of assets, including repossessed assets, by the Company to officers, directors and employees of the Company is highly discouraged. Any such sale must be at fair market value and approved by our Audit Committee.
The Company requires honest and accurate recording of information in order to provide accurate reports and make responsible business decisions. All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform to both applicable legal requirements and the Company’s system of internal controls. Any errors or discrepancies in any records must be resolved or corrected promptly. Unrecorded or “off the book” funds or assets should not be maintained unless permitted by laws and not prohibited by the Company’s policies. All employee business expense accounts must be documented and recorded accurately.
All officers, directors and employees of the Company are responsible for the full, fair, accurate, timely and understandable disclosure in the reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Company. Accordingly, it is your responsibility to report to our Audit Committee any material information that you may become aware of that affects the disclosures made by the Company in its public filings or communications or otherwise will assist our Audit Committee in fulfilling its responsibilities.
All officers, directors and employees of the Company must respond completely, honestly and candidly in communications with the Company’s auditors, regulators and legal counsel. Incomplete or false communications with the Company’s auditors, regulators or legal counsel are prohibited.
Accounting, Internal Controls, Fraud or Auditing Complaints
Each officer, director and employee of the Company must report to our Audit Committee any concerns or questions he or she may have regarding (a) the accuracy or integrity of the Company’s financial statements, reporting, accounting, internal accounting controls or auditing matters, (b) significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data or (c) fraud, whether or not material, that involves management or other employees, including without limitation, those employees having a significant role in the Company’s financial reporting, disclosures or internal controls. For more specific information regarding accounting, internal controls, fraud or auditing complaints, please see the Company’s Complaint Procedures for Accounting and Auditing Matters.
It is the Company’s policy to purchase all equipment, supplies and services on the basis of quality, utility and the price offered by the vendor. Under no circumstances will the Company’s customers be given preferential treatment in negotiations or purchases.
The purchase of assets by the Company from officers, directors and employees is highly discouraged. Any purchase must be at fair market value, accompanied by a receipt and approved by our Audit Committee.
The Company has a history of succeeding through honest business competition, and it does not seek competitive advantages through illegal or unethical business practices. Each officer, director and employee of the Company should endeavor to deal fairly with the Company’s customers, service providers, suppliers, competitors and employees. No director, officer or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any unfair dealing practice.
Adopted April 21, 2004; Amended July 21, 2010
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