Code Of Ethics And Business Conduct - U.S. Bank
Code of Ethics and Business ConductEmployees / Customers and Business Partners / Shareholders / Communities“World’s Most Ethical Companies” and “Ethisphere” names and marks are registered trademarks of Ethisphere LLC. 2/2021
Table of contentsPagePageMessage from Andy Cecere and Katie Lawler043.0 Our customers and business partners16Quick tips053.1 Protecting customer and other confidential information16Speak up! How to get advice or report concerns063.2 Preventing financial crime17Ethics quick test073.2.1 Money laundering and financial crimes laws181.0 We do the right thing083.2.2 Antitrust and competition laws181.1 Who must follow the Code083.2.3 Illegal foreign boycotts191.2 Your responsibilities093.3 Respecting our customers191.3 Leading with integrity: a message for managers103.3.1 Fair and responsible banking laws191.4 Non-retaliation and confidentiality103.3.2 Responsible marketing, sales and servicing activities201.5 Seeking clarification and reporting concerns—speak up!113.3.2.1 Incentive gaming20113.3.2.2 Complaints211.5.1 Immediately reportable allegations2.0 Our employees122.1 Respecting each other123.4 Ensuring sound business practices212.1.1 Diversity and inclusion123.4.1 Anti-bribery and anti-corruption212.1.2 Harassment and discrimination133.4.2 Gifts and entertainment22133.4.3 Avoiding conflicts of interest232.2.1 Drug- and alcohol-free workplace143.4.3.1 Outside activities232.2.2 Workplace safety143.4.3.2 Hiring current or former public officials252.2.3 Unauthorized photography and recordings143.4.3.3 Personal relationships252.2.4 Staying alert153.4.3.4 Self-dealing252.2 Keeping each other safeCONTENTS RESOURCES3.3.3 Accommodations21CODE OF ETHICS AND BUSINESS CONDUCT 2
PagePage4.4.7 Communication about the company344.0 Our shareholders264.1 Ensuring records and filings are accurate264.4.7.1 Public Affairs and Communications344.1.1 Records and filings264.4.7.2 Public statements on behalf of the company344.1.2 Reporting concerns274.4.7.3 Social media and other external communications354.1.3 Record retention and legal hold policies275.0 Our community364.2 Preventing insider trading275.1 Complying with laws governing political activities364.3 Being financially responsible295.1.1 Corporate political activities364.3.1 Personal finances295.1.1.1 Lobbying activities364.3.2 Misuse of accounts and products295.1.1.2 Political activity on behalf of the company374.3.3 Business expenses and corporate credit cards295.1.1.3 Gifts and entertainment for public officials374.3.4 Prohibited account transactions304.3.5 Personal investment activities305.2 Protecting the environment384.4 Protecting company assets315.3 Respecting global human rights394.4.1 Company resources315.4 Helping our communities and each other394.4.2 Intellectual property32We do the right thing404.4.3 Business communications and records324.4.4 Soliciting during work334.4.5 Monitoring use of company resources344.4.6 Leaving the company34CONTENTS RESOURCES5.1.2 Personal political activities37CODE OF ETHICS AND BUSINESS CONDUCT 3
“Our commitment to ethics will always be our touchstone.”A message from Andy Cecere and Katie LawlerIn a world experiencing rapid change and upheaval, our commitment to ethics remains steadfast.As we continue to lead through the shift to digital, navigate the impact of COVID-19 and work with localleaders to combat racism and improve social justice, our intentional approach to ethical decision-makinghelps ensure we do the right thing for our employees, customers and communities.Our response to the challenges and opportunities we face involves decisions made every day bythousands of employees collaborating around the world, in person and virtually. Each decision we’vemade, and the decisions we have yet to make, are rooted in our core values and allow us to move forwardwith purpose and a clear path.As we adapt, we must be thoughtful about the ethical implications of our decisions, no matter how fastwe’re moving. This Code of Ethics and Business Conduct is an expression of our core values and ourculture. Use it to guide your decisions. Be honest when you don’t have all the answers. Ask questions tohelp us get better. Speak up when something’s not right. Create a safe space for constructive dialogue thatwill help us solve problems. We need your best thinking to help us do business the right way.No matter how much the world around us changes, our commitment to ethics will always be our touchstone.Our purposeWe invest our hearts andminds to power human potential.Our core valuesWe do the right thing.We power potential.We stay a step ahead.We draw strength from diversity.We put people first.For more information see:Purpose and core valuesVisit the Ethics page on Inside USB to: Access our Code of Ethics and Business Conductin several languages. Access the Ethics Line for your country. Ask the Global Ethics Office a question.Andy CecereKatie LawlerChairman, President and CEOSenior Vice PresidentGlobal Chief Ethics OfficerCONTENTS RESOURCESCODE OF ETHICS AND BUSINESS CONDUCT 4
Quick Tips:Using the Code of Ethics and Business ConductOur Code of Ethics and Business Conduct is our shared guide to doing theright thing and living our core values. Use the Code to understand what is and isn’tacceptable and how to report concerns. Follow these tips to find what you needquickly and easily. F ind the Code by typing “ethics” into the Inside USB search bar. Save it as afavorite for easy access. Hold your cursor over bold blue words in the Code’s text to see definitions. Navigate the Code by clicking in the Table of Contents or on the Contentsand Resources links in the lower left corner of each page. Other links takeyou to content such as specific company policies. Rollover text providesdefinitions of key terms. Search the Code for specific topics by using CTRL-F. Use the Code’s Ethics Quick Test when you’re not sure what to do in a situation.If you answer “no” to any of the five questions, stop and get guidance. Read section 1.0 (“We do the right thing”) for an overview of expectations.It describes who must follow the Code, our responsibilities as employees andleaders, and our obligation to speak up when we have concerns. It also statesthat we do not tolerate retaliation against anyone who reports a concern ingood faith. Use the options on page 6 to report concerns. Bonus tip: Find other easy-to-use ethics tools and resources by typing “Ethicsat U.S. Bank” into the Inside USB search bar.If you have questions about the Code or other ethics resources, ask the GlobalEthics Office.CONTENTS RESOURCESCODE OF ETHICS AND BUSINESS CONDUCT 5
Speak up!How to get advice or report concernsOur Code of Ethics and Business Conduct addresses common issues, but it can’tcover everything. If you have questions or need to report a possible violation of theCode, you have several options: Contact your manager or higher levels of management. Contact Human Resources. See the Ethics and compliance resources chart. U se the Ethics Line. Available 24/7, the Ethics Line is a confidential resourceprovided by an independent third party. Report your concern by phone or online.– The Ethics Line uses no method to identify callers or website visitors. Youmay choose to remain anonymous if the law in your country allows this. Somecountries restrict the types of concerns you can report using the Ethics Line.– When you call, a representative will answer and document your concern. Whenyou submit a report online, you’ll be taken through a series of questions todocument your concern, and you may attach additional documentation.Remember, we rely on you to speak up when you believe our Code has beenviolated. We do not tolerate retaliation against anyone who reports a concern ingood faith.A new way to access the ethics lineOur mobile intake form is available from the QR codeor at m.usbank.ethicspoint.com. The QR code and mobilesite provide U.S.-based employees with a simple way toreport a concern from any mobile device.Questions?If you have a question about the Code or need clarification about a policy or process,ask the Global Ethics Office.CONTENTS RESOURCESCODE OF ETHICS AND BUSINESS CONDUCT 6
EthicsQUICK TESTNot sure what to do?Ask yourself these questions.If you answered “no” to any ofthese questions, don’t do it—or speak up if someone else is.Use the resources on page 6for guidance.We do the right thing.CONTENTS RESOURCESIs it legal, and does it comply with our policies?Does it reflect our core values and brand,and does it enhance our reputation?Is it something I’d be proud of?Would it look OK in the news?Is it the right thing to do?CODE OF ETHICS AND BUSINESS CONDUCT 7
Section 1.0We do the right thingOur Code of Ethics and Business Conduct is our guide to operating withintegrity. Our commitment to high ethical standards is the foundation of ourpurpose and core values. Demonstrating our core values every day throughour words and actions is how we strengthen our ethical culture, deliver asuperior customer experience and elevate our brand.The Code reflects and reinforces our core values. It’s designed to helpyou understand that the “how” is just as important as the “what” in everyinteraction we have and in every decision we make. Read it carefully and referto it whenever you need to.Ask questions if you need clarification. And never hesitate to speak up whenyou believe our Code has been violated.1.1 Who must follow the CodeOur Code of Ethics and Business Conduct applies to everyone who works atU.S. Bank, our global affiliates and our wholly-owned subsidiaries. This includesour directors. Anyone who violates the Code may face disciplinary action, up toand including termination.Nothing in this Code prevents you from discussing or disclosing the terms andconditions of your employment, including your pay, or from reporting a possibleviolation of laws or regulations to the appropriate authority or investigative agency.Nothing in the Code limits your ability to communicate with government agencies orparticipate in investigations or proceedings that may be conducted by a governmentagency. This includes providing documents or other information in connection withthose investigations or proceedings without notice to the company.You won’t be subject to discipline or termination if you discuss these topics. If youbelieve this policy has been violated, report this using the resources on page 6.In the unlikely event a waiver to this Code is requested by an executive officer ordirector, it must be approved by the U.S. Bancorp Board of Directors and promptlydisclosed. The chief executive officer must approve any waivers of the Code foremployees in writing.Notice for U.S. employeesThe Code of Ethics and Business Conduct doesn’t alter your “at will”employment relationship unless otherwise provided by law or you have awritten agreement for continued employment signed by you or your authorizedrepresentative and the chief executive officer. We recognize your right toresign at any time for any reason; similarly, we may terminate an employmentrelationship at any time for any lawful reason.CONTENTS RESOURCESCODE OF ETHICS AND BUSINESS CONDUCT 8
1.0 WE DO THE RIGHT THING1.2 Your responsibilitiesYou play a critical role in maintaining our strong ethical culture. You’re accountable for: Understanding and complying with our Code of Ethics and Business Conduct. F ollowing the letter and spirit of all laws and regulations and all company policiesand procedures. Treating employees, customers and business partners with respect. B eing clear, truthful, fair, transparent, responsible and accurate with allstakeholders, including customers, regulators, third parties, shareholders, internaland external auditors, the board of directors and other employees. P roviding prompt, complete and accurate information to banking regulatorsand auditors according to applicable regulations, policies and procedures, andcooperating fully with banking regulators and auditors. P rotecting our customers from harm. This includes protecting their informationand privacy and protecting them from unlawful discrimination and unfair,deceptive or abusive acts or practices. Protecting our reputation as a safe and trusted financial institution. Speaking up to report concerns and violations using the resources on page 6.This includes potential violations or significant compliance failures as describedin the U.S. Bank Enterprise Compliance Program Policy. It also includes reportingsuspected or actual violations of audit or internal control matters and disclosureobligations, as described in the U.S. Bancorp Unethical Conduct Escalation,Investigation and Reporting Policy.Training Policy Cooperating with investigations.Enterprise Policy Inventory S uccessfully completing required and/or assigned training and associatedcertifications (for example, ethics and compliance training, among other topics).Performance and Development ProcessThese are important responsibilities, and you should take them seriously. Our Codecan’t cover every situation or scenario you might find yourself in. It comes down tousing good judgment. When you’re not sure what to do, just ask yourself, “Is thisthe right thing to do?” If necessary, look to the resources on page 6.CONTENTS RESOURCESFor more information see:Enterprise Compliance Program PolicyEL-255 EFS Training Policy (Europe only)Guidelines for Conducting Business with Government CustomersDid you know?If you’re not sure how information or policies in our Code of Ethics and BusinessConduct apply within your country, check with your manager or your Human Resourcesbusiness partner, or use the other resources on page 6. You should always complywith local policies, laws, rules and regulations.CODE OF ETHICS AND BUSINESS CONDUCT 9
1.0 WE DO THE RIGHT THING1.3 Leading with integrity: a message for managersAs a manager, you’re expected to uphold the spirit and intent of our Code of Ethicsand Business Conduct, demonstrate our core values and lead with integrity. Weexpect you to speak up, listen up and follow up. This means: B eing a role model for ethical behavior. As a leader, you set the tone. Demonstratethe behaviors we expect to see from all employees. Help everyone around you learnhow to do the right things by showing them what the right things are. P romoting our culture of integrity. Make ethics awareness among youremployees a personal goal. Set the expectation that ethical behavior is a day-today responsibility, and evoke our core values and our Code during conversationsabout goals and performance. Remind employees about the role our core valuesplay in our heritage, brand, current success and future. F ostering open communication. Emphasize that you value—and expect—open and honest communication. Be available and accessible, and create anenvironment where employees know they can ask questions, raise concerns andreport issues without fear of reprisal. Use feedback and data, such as Talk toUs Survey results, to identify opportunities for action planning, goal-setting andconversations about ethics and our core values. R ecognizing behavior that exemplifies our ethical standards and core values.By celebrating success, you reinforce our culture of integrity and provide tangibleexamples to employees of how to get things done the right way. S peaking up. Respond to misconduct and report violations immediately by usingthe resources on page 6. Don’t attempt to investigate issues on your own.For more information see:Ethics ToolkitOpen CommunicationPay Transparency1.4 Non-retaliation and confidentialityWe rely on you to alert us about your concerns and serve as an early warning system.In turn, we do not tolerate retaliation against anyone who in good faith raises concernsabout an ethics violation, illegal conduct, sexual or other forms of harassment,discrimination, inappropriate workplace behavior or any other serious issue. Thesame is true for anyone who is supporting or participating in an investigation ofthose concerns. Not only is retaliation a violation of our Code of Ethics and BusinessConduct, it runs counter to our core values and also may be illegal.We investigate all retaliation allegations. Anyone who engages in retaliatorybehavior will face disciplinary action, up to and including termination. If you believeyou’re experiencing retaliation or you suspect someone else is, report it using theresources on page 6.For more information see:EL-269 EFS Whistleblowing Policy (Europe only)Q I submitted a complaint about my manager through the Ethics Line. I’mconcerned he’ll be angry with me and that this will affect my job. Whatcan I do?A We do our best to keep Ethics Line reports confidential. During investigations,we reinforce with everyone involved that we will not tolerate retaliation. Ifyou ever suspect retaliation, report it.CONTENTS RESOURCESCODE OF ETHICS AND BUSINESS CONDUCT 10
1.0 WE DO THE RIGHT THING1.5 Seeking clarification and reporting concerns—speak up!Complaints raised in non-U.S. jurisdictions defer to country-specific laws andregulations regarding reporting and escalation.You’re responsible for understanding and complying with our Code of Ethicsand Business Conduct. We rely on you to report promptly, and in good faith, anyemployee conduct that may violate our Code.Did you know?If you need clarification about anything in this Code or guidance about a situation you’reexperiencing, or if you need to report a concern, use the resources on page 6. You maystart with your manager, but you don’t have to if you’re not comfortable doing so. Feelfree to contact your Human Resources business partner, higher levels of management,the Ethics Line or any of the resources listed in this Code. You also may raise yourconcerns in writing to the chair of the Audit Committee of the Board of Directors.Employees in Europe also should consult the EFS Whistleblowing Policy for additionalinformation on how to report certain concerns.We are committed to investigating concerns and dealing with each report reasonablyand appropriately. The Audit Committee of the U.S. Bancorp Board of Directorsreceives reports about trends and themes in ethics concerns and receivesinformation about specific significant ethics concerns. Certain subsidiary andaffiliate boards also may receive reporting.1.5.1 Immediately reportable allegationsCertain types of allegations must be reported immediately to the Global EthicsOffice, as required by the U.S. Bancorp Unethical Conduct, Escalation, Investigationand Reporting Policy. They include: C omplaints about or employee non-compliance with the company’s anti-moneylaundering/Bank Secrecy Act (AML/BSA) program or economic sanctionsscreening programs. C omplaints alleging accounting matters or securities or commodities tradinglaw violations. O ur global chief ethics officer is Katie Lawler, senior vice president, Law Division.She oversees all aspects of our Code of Ethics and Business Conduct. In addition,the chair of the Audit Committee of the Board of Directors oversees the GlobalEthics Office and issues as described in the U.S. Bancorp Unethical ConductEscalation, Investigation and Reporting Policy. T here’s no justification for an illegal or unethical act. Believing the companybenefited from such an act, or committing such an act because someone elsedirected you to do so, is no defense. K nowingly making false accusations of illegal or unethical acts is a seriousviolation of the Code. This undermines our reporting process and can damagepeople’s reputations.Q I talked with my manager about a situation within our team that I thinkviolates our ethical standards. She didn’t agree and told me not to worryabout it. I’m not comfortable with her response. What should I do?A Report the situation and your manager’s response. You may call the EthicsLine, contact your Human Resource
Using the Code of Ethics and Business Conduct Our Code of Ethics and Business Conduct is our shared guide to doing the right thing and living our core values. Use the Code to understand what is and isn’t acceptable and how to report concerns. Follow these tips to find what you need quickly and easily. Find the Code by typing “ethics .
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Canadian Avalanche Association Code of Ethics Implementation Guide 6 Implementation Guide to the CAA Code of Ethics The CAA has had a Code of Ethics in place since the inception of the association. The CAA has undertaken periodic updates to ensure the Code of Ethics remains relevant and to enhance member accountability.
