FCB FINANCIAL HOLDINGS, INC. CODE OF BUSINESS CONDUCT AND ETHICS Effective July 9, 2014

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1 FCB FINANCIAL HOLDINGS, INC. CODE OF BUSINESS CONDUCT AND ETHICS Effective July 9, 2014 Introduction FCB Financial Holdings, Inc. (together with its subsidiaries, the Company ) considers its reputation and integrity vital to the Company s business and operations. As professionals, we are judged by our conduct and we must act in a manner that merits public trust and confidence. The Company has adopted this Code of Business Conduct and Ethics (this Code ) to focus employees on conducting their activities in a lawful and appropriate manner and on serving their customers with honor, loyalty, integrity, and accountability. Who is Responsible? All officers, directors and employees of the Company are responsible to become familiar with, follow and promote compliance with this Code. You should comply with the spirit of these guidelines and not attempt to achieve indirectly, through the use of agents or other intermediaries, what is forbidden directly. This Code is periodically reviewed by the Nomination and Governance Committee of the Company s Board of Directors. The Audit Committee of the Board of Directors is charged with administering this Code and enforcing its provisions. Guidance for Using This Code. This Code is a general outline of the standard by which all directors, officers and employees of the Company (including the Company s Chief Executive Officer and its other executive officers) should conduct themselves. In addition, consultants, agents and temporary workers are expected to comply with the underlying principles of this Code. Specific arrangements with such persons will vary depending on their relationship to the Company. This Code is not intended to cover every applicable law or provide answers to all questions that might arise. Rather, this Code is intended to guide your decisions in a variety of circumstances. Employees are responsible for exercising good judgment, applying ethical standards, and raising questions when in doubt. This Code, together with the attached Self- Dealing Policy, is a part of the policies and procedures relating to conduct, ethics, conflicts of interest and self-dealing that govern all of us at the Company. Further guidance on the Company s standards in specific areas may be provided through related and/or supplemental corporate policies and guidelines. You should read this Code and the Self-Dealing Policy carefully, and if you have any questions they should be directed to the Director of Human Resources. This Code is not intended to and does not in any way constitute an employment contract or assurance of continued employment, and does not create any rights in any director, officer, employee, customer, supplier, competitor, stockholder or any other person or entity. In most situations, our personal values and integrity will guide us to the right decision. However, we must always keep in mind how our actions affect the credibility of our organization as a whole, and for this reason, our business ethics must reflect the values and standards of conduct outlined in this Code. We encourage each employee to ask questions, seek guidance and express any concerns they may have. When in doubt, employees should ask themselves the following questions:

2 Is my action legal? If legal, is it also ethical? Are my actions honest in every respect? Can I defend my action with a clear conscience? Are the interests of the Company placed above my personal interests when I take this action? Would it be helpful to ask for guidance before taking any action? If your answers to these questions are troubling in any respect, it may be that whatever you are considering is the wrong course of action. Call the Director of Human Resources with any questions. Conflicts of Interest You have a duty of loyalty to the Company and must therefore avoid any actual or apparent conflict of interest with the Company or its customers. A conflict situation can arise if you take action or have an interest that may make it difficult to perform your work objectively and effectively. Conflicts of interest may also arise if you or a family member would receive improper personal benefits as a result of your position with the Company. Corporate Opportunities. You may not (a) take for yourself personally opportunities that are discovered through the use of the Company s property or information or your position; (b) use the Company s property or information or your position for personal gain; or (c) compete with the Company. You owe a duty to the Company to advance the Company s legitimate interests when the opportunity to do so arises. Without prior approval of the Audit Committee, you are not permitted to participate with customers or suppliers in business ventures, or serve or act as a director, agent, broker or representative of any for-profit company or organization. Contact the Chief Regulatory Officer to inquire about obtaining this approval from the Audit Committee. If the Audit Committee approves any such participation or service, you may not have lending authority or other relationship authority for such company or organization and you shall resign your participation or service when and if you have determined in your reasonable judgment that such company or organization will likely default on any loan(s) from the Company or will engage or has engaged in any other act or wrongdoing which would compromise your duty to the Company. Personal Work. You may not request or attempt to hire an employee over whom you have direct supervisory responsibility for outside work that is unrelated to the employee s work responsibilities and that is of personal benefit to you or your immediate family. Special Work Assistance. You may not request or attempt to hire an employee or nonemployee to perform work for you that is part of your direct work responsibilities unless such hiring activity is conducted in compliance with established Human Resources policies and procedures and is approved by your manager. 2

3 Gifts or Bequests. Federal law (including the Federal Bank Bribery Act) makes it a criminal offense for you (1) to solicit for yourself or for a third party (other than the Company) anything of value from anyone in return for any business, service or confidential information from the Company or about the Company or its customers, or (2) to accept anything of value (other than authorized compensation) from anyone in connection with the business of the Company, either before or after a transaction is discussed or consummated. Any gift or gratuity from present or former customers, suppliers or stockholders should be declined to avoid any appearance of impropriety or undue influence, with the following exceptions: ordinary business meals or events; modest holiday gifts; gifts based upon a family relationship or close personal relationship pre-dating your involvement with the Company; acceptance of loans from other banks or financial institutions on terms generally available to the public at large; acceptance of discounts or rebates on merchandise or services on terms generally available to the public at large or on terms generally available to the Company s employees; or single event sports or entertainment tickets. These permissible gifts or gratuities should only be accepted when it is clear that the donor is not trying to exert any influence over you in connection with a transaction involving the Company, and the gift or gratuity is unsolicited. Travel and lodging expenses must be covered by the Company and not by customers or suppliers. Any gift, rebate or benefit outside of these limited exceptions must be rejected or approved in advance by the Audit Committee. Gifts given by others to members of your family, to those with whom you have a close personal relationship, and to charities designated by you, are considered to be gifts to you for purposes of this Code. If you become aware that you are a beneficiary of a gift or bequest under a will or trust agreement of a customer or former customer or supplier of goods or services (other than someone related by blood or marriage), you should promptly report it to the Audit Committee and take all reasonable steps to have the will or trust instrument amended to remove yourself as a beneficiary. Likewise, you may not accept a bequest or devise from a customer or former customer or supplier of goods or services without prior approval of the Audit Committee. Investments. You should avoid any substantial investment in the business of a customer, supplier or competitor unless the security is publicly traded on a national exchange and there is no possibility for a conflict of interest. A substantial investment is an investment which gives you potential influence over a company s decisions. You should make personal investments with prudence and avoid situations which might influence one s business judgment or advice. 3

4 You should not use confidential or proprietary information or work product developed or acquired during the course of your employment as a means of realizing any personal gain. You should only make investments that comply with both this Code and any other Company policies or procedures to which you are subject in your employment capacity. Employment. The Company discourages full-time employees from engaging in outside employment. The Company reserves the right to prohibit full or part-time employees from engaging in outside employment where it might subject the Company to criticism or might interfere with the performance of your duties for the Company. If you are a full-time employee, you must notify the Human Resources Department of any outside employment in which you are presently engaged or which you desire to accept while employed by the Company. Recommendation of Professionals or Products. When a recommendation is requested from you in your capacity as a Company employee regarding professional services such as accountants, attorneys, investment bankers, realtors or insurance agents or regarding products to be leased or purchased, you should not recommend any specific professional, supplier or product unless in every case: you give several professionals or products without indicating any favoritism; you are familiar with the work and competence of all of the professionals you name and are satisfied that they are competent and ethical; you are familiar and satisfied with the quality of all the products and services you name; and you believe your recommendation will reflect positively upon the Company. You should avoid recommending a professional, supplier or product if you or a member of your immediate family receives personal benefits as a result of your recommendation. Use of Suppliers. You should avoid recommending or using your position to influence the use of a supplier if you or a member of your immediate family would receive improper personal benefits as a result of your recommendation. A request for waiver may be submitted to the Chief Regulatory Officer, who shall refer such matter to the Audit Committee. Civic and Charitable Activities. If you become a director or trustee of an outside not-forprofit organization, you should notify the Human Resources Department. Volunteer work and participation is worthwhile and responsible civic work for not-for-profit organizations is encouraged, provided it does not unduly interfere with your employment or pose a conflict of interest with your duties and responsibilities to the Company or its customers. Politics. The Company is prohibited from engaging in politics, but understands and acknowledges that you may participate in political activities through contributions of time or money in your individual capacity unless you are restricted by applicable laws, rules or regulations or the requirements of any regulatory authority. Prior approval, however, must be obtained before you accept appointment or nomination to any public office or before you become a candidate for the same. Call the Human Resources Department to inquire about obtaining this 4

5 approval from the Audit Committee. In making its determination, the Audit Committee will consider a variety of factors, including the level of interference with Company job responsibilities, compliance requirements, and conflicts of interest (including alienation of customers). The Audit Committee will not base its decision on the major party affiliations of the potential candidate. Other Activities. Without prior approval from the Audit Committee, you may not act as: agent, deputy or in any signing capacity on any account of another (except for members of your family or a civic or charitable association of which you are a member); or a fiduciary under a will or trust agreement of another not related by blood or marriage. Call the Human Resources Department to inquire about obtaining this approval from the Audit Committee. Such approval is not required if your fiduciary capacity is clearly within the scope of your employment (e.g., you are acting in your capacity as a trust officer). Business Conduct You should endeavor to deal honestly, ethically, fairly and in good faith with the Company s customers, stockholders, employees, suppliers, regulators, business partners, competitors and others. You may not take unfair advantage of anyone through manipulation, concealment, abuse of privileged or confidential information, misrepresentation, fraudulent behavior or any other unfair dealing practice. Compliance With Laws, Rules, Regulations. You must conduct yourself at the Company and all of its functions or when acting on its behalf in a manner which is in full compliance with all applicable laws (including applicable insider trading laws), rules and regulations, as well as with all of the Company s other policies and procedures. Activity or behavior which would be criminally or civilly actionable is deemed not to be in compliance. The Company s General Counsel or Chief Regulatory Officer should be consulted when appropriate. In no case shall an employee, officer or director use illegal (such as theft, bribery, misrepresentation or espionage) or unethical means or methods when acting on behalf of the Company. Reporting. It is of critical importance that the Company s filings with banking regulators and other regulatory agencies and authorities as well as its other public communications be full, fair, accurate, timely and understandable. Depending on your position with the Company, you may be called upon to provide necessary information to assure that the Company s filings and public reports meet these standards. The Company expects all employees, officers and directors to take this responsibility very seriously and to provide prompt, accurate answers to inquiries from the Company related to our filing and public disclosure requirements. Books and Records. The Company s books, records and accounts shall accurately and fairly reflect the transactions of the Company in reasonable detail and in accordance with our accounting practices and policies. 5

6 For example: a. No false or deliberately inaccurate entries (such as overbilling) shall be made for any reason. b. No payment shall be made with the intention or understanding that all or any part of it is to be used for any purpose other than that described by the documents supporting the payment. c. No undisclosed or unrecorded funds or assets shall be established for any purpose unless permitted by applicable laws, rules and regulations and applicable accounting guidelines. d. No false or misleading statements, written or oral, shall be made to any internal or external accountant, auditor, attorney or other representative with respect to preparation of the Company s financial statements or documents to be filed with banking regulators or other governmental authorities or regulatory bodies. e. Financial professionals should review, be aware of and comply with the provisions of the Company s Code of Ethics for Finance Professionals. Questionable or Improper Payments. The use of any funds or assets of the Company for any unlawful or improper gifts, payments to customers, government employees or other third parties is strictly prohibited. The Foreign Corrupt Practices Act (the FCPA ) broadly prohibits U.S. firms and persons from offering money or anything of value to any foreign government official for the purpose of influencing such official. The consequences of violating the FCPA are severe and may include civil and criminal penalties for both the Company and individuals. In the United States, nothing of value (for example, gifts or entertainment) may be provided to government personnel unless clearly permitted by law and applicable regulations. Therefore, no payment from the Company s funds or assets shall be made to or for the benefit of a representative of any domestic or foreign government (or subdivision thereof), any labor union, or any current or prospective customer or supplier for the purpose of improperly obtaining a desired government action, or any sale, purchase, contract or other commercial benefit. This prohibition applies to direct or indirect payments made through third parties and employees and is intended to prevent bribes, kickbacks or any other form of improper payoff. Under the FCPA, so-called facilitating payments made in foreign countries to low-level government employees may be permissible in certain circumstances. All such payments must be pre-authorized by the Company s Chief Executive Officer. Commercial business entertainment provided by the Company for suppliers or customers which is reasonable in nature, frequency and cost is permitted. Examples of reasonable business entertainment would include a lunch or dinner, an occasional athletic or cultural event, and gifts of nominal value. 6

7 Competition. Any business activities which involve any of our competitors should be conducted cautiously. Agreements between competitors relating to prices or allocations of territories or customers are unlawful. Where banking relationships involve loan participants and the like, discussions should be limited to the specific transaction involved. Competitive marketing and bidding activities should be fair and ethical and in compliance with applicable law and any other Company policy. Protection and Proper Use of Company Assets. Company assets, such as information, materials, supplies, time, intellectual property, software, hardware, and facilities, among other property, are valuable resources owned, licensed, or otherwise belonging to the Company. You are expected to treat the property of the Company with care and should not remove it from Company premises without a supervisor s approval. The Company s property should only be used for legitimate business purposes. Personal use of the Company s telephones and computers is permitted in extremely limited circumstances only if, in the opinion of your manager, the use does not interfere with your job responsibilities and the use does not compromise your duty of loyalty to the Company. Any work product of an employee is the property of the Company if it is the result of work performed while at work or with Company property. Confidential and Proprietary Information You have an obligation to maintain the confidentiality of information entrusted to you by the Company or its business partners, suppliers or customers or others related to the Company s business. Confidential or proprietary information may not be disclosed to others except when disclosure is authorized by the Company or legally required. What Constitutes Confidential Information? All oral and written communications relating to the Company, or its customers, suppliers or stockholders or other employees of the Company, which you acquire during the scope of your employment and which is not otherwise available to the general public constitutes confidential information. This includes not only information you acquire from third parties but also any work product you generate as an officer, director or employee of the Company including, for example, customer and prospect lists, and computer programs. You should assume that any such work product or materials are confidential information subject to the policies and restrictions on use and disclosure outlined in this Code and, in certain cases, the Company s Securities Trading Policy. What Constitutes Proprietary Information? Certain types of information may not be confidential but may still be proprietary property of the Company. You acknowledge that while employed by the Company all work products that you produce are and shall remain the sole and exclusive property of the Company. Even though information such as customer and prospect names, presentation materials, marketing materials, product information or business methods or processes may otherwise be available to the general public, such information remains the property of the Company and individual employees shall have no personal rights to such information or products either during or after employment with the Company. Customer/Supplier Information. You also have an obligation to keep confidential any information acquired with respect to present, past or prospective customers, suppliers, stockholders and other employees of the Company. Any such information shall be used solely 7

8 for banking or corporate purposes and shall under no circumstances be revealed to unauthorized persons, whether within or outside of the Company. Aside from business related inquiries, information concerning a customer, employee, stockholder or a business transaction may be revealed to outsiders only with the consent of the individual or entity involved, or pursuant to proper subpoena, court order or other legal process. Data Security. You acknowledge that the Company s data processing systems and data are private and confidential, and you may only access or update the systems and data according to the authority given you. Any unauthorized access, update or use of the Company s systems or data is strictly prohibited. Furthermore, you acknowledge your responsibility to protect the integrity of all systems and data which you are authorized to access or update, and you will only divulge information related to such systems or data to those having an authorized business requirement. You will not compromise access to such systems or data by communicating your identification and/or password to anyone except authorized Company personnel. Use of Cameras, Photo Phones, or Audio Equipment. You are prohibited from engaging in the following activities: using cameras (traditional, digital or video), taking pictures with Photo Capable Cell Phones or Camera Phones or making audio recordings on Company premises unless approved in advance by your manager and the persons being photographed or recorded; and photographing any customer information at any time for any reason unless such action is taken in connection with an approved investigation by the General Counsel or the Chief Regulatory Officer. Records Retention. You are expected to become familiar with the Company s policies regarding records retention and to strictly adhere to those procedures as outlined in the policies. In general, Company employees shall maintain appropriate documentation of customer engagements and of Company business operations in accordance with Company policies and procedures and with other relevant legal and professional requirements. avoid destroying or altering documents, or recommending their destruction or alteration, for any illegal or improper purpose. Obligation to Report Violations You must promptly report any known or suspected violation of this Code, any other internal policy of the Company, or any law or regulation applicable to the Company s business, whether the violation involves you or another person subject to this Code. In addition, you should report any illegal conduct, or conduct that violates the underlying principles of this Code, by any of our customers, suppliers, contract workers, business partners, or agents. If something doesn t look right, say something. 8

9 Report violations as follows: Matters involving harassment or discrimination must be reported to your manager or to the Company s Human Resources Department. Matters involving fraudulent acts, including acts by third parties against the Company or personal dishonesty by an employee, must be reported to the Company s Human Resources Department. If you believe that an official at a high level of the firm is involved, report to the Company s Audit Committee. All other matters should be reported to your manager. The Company has also adopted a Whistleblower Policy and Procedures policy. You may report any actual or suspected violation of any of the above or any other matter as provided in such Whistleblower Policy. If the persons to whom you report a violation are not responsive, or if there is reason to believe that reporting to the persons indicated above is inappropriate in a particular case, then you should contact the Company's Audit Committee. If you have a particular concern regarding accounting, internal accounting controls, auditing matters, or financial reporting practices that you wish to bring to the attention of the Audit Committee of the Board of Directors, you may do so by mail sent to: FCB Financial Holdings, Inc., Attention: Audit Committee Chairman, at 2500 Weston Road, Suite 300, Weston, Florida You may report your concerns anonymously, if you wish. We will respect the confidentiality of those who raise concerns, subject to our obligation to investigate the concern and any obligation to notify third parties, such as regulators and other authorities. We strictly prohibit retaliation against employees for good faith reporting of any actual or suspected violations of this Code. It is a violation of our standards for any employee to communicate a report claiming illegal or unethical conduct that the employee knows or reasonably believes to be false. You must immediately report to the Company s Human Resources Department any misdemeanor (other than a minor traffic violation), criminal charge, or arrest involving you personally, whether it relates to the business of the Company or not. Violations of the Code of Business Conduct and Ethics Response to Reports. The Company will investigate any matter reported and, upon a determination by the Audit Committee that a violation has occurred, will take appropriate disciplinary and corrective action, up to and including termination. The Company reserves the right to seek and, if appropriate, will seek restitution of any bonus, commission, or other compensation received by any employee as a result of the employee s intentional or knowing fraudulent or illegal conduct or misconduct. In cases where a violation of this Code could cause the Company irreparable harm, the Company may seek injunctive relief in addition to monetary damages. The Company forbids retaliation against employees, officers or directors who report 9

10 violations of this Code in good faith (except for any disciplinary action as determined above for self-reported violations) in accordance with established policies. Non-Retaliation. As further outlined in the Company s Whistleblower Policy and Procedures, no employee will be retaliated against for reporting in good faith and in accordance with this Code. Questions? Whenever you have a question as to whether this Code is applicable to a particular situation, employees are encouraged to refer the matter to the Company s Chief Regulatory Officer. Waivers Any waiver of a specific provision of this Code for any director or executive officer of the Company must be approved, if at all, in advance by a majority of the independent directors serving on the Board of Directors. Any such waiver that may be granted and is required to be disclosed by applicable law will be publicly disclosed by appropriate means. 10

11 ATTACHMENT SELF-DEALING POLICY Purpose: Policy: Self-dealing is contrary to the core values of the Company. Employees are responsible for understanding and adhering to the provisions of this policy in support of the Company s management of operational, credit, reputational and compliance risk. Employees are prohibited from engaging in conduct that constitutes self-dealing unless such action is specifically permitted under this policy. Self-dealing will result, in most cases, in immediate termination of the employee involved as outlined in this policy. Specific examples of self-dealing activities with respect to you (in your capacity as an employee) include, but are not limited to, the following: 1. Waiving or reversing fees, service charges, or overdraft fees on your own accounts, loans, or investments, or on accounts, loans or investments of your family members; 2. Making the credit decision or instructing a subordinate to make a credit decision on a request for credit applied for by you or your family members; 3. Initiating unwarranted stop-payment requests; 4. Providing yourself or your family members or personal friends with loans that they would not normally qualify for and/or interest rates below the standard rate; 5. Posting unsupported or unauthorized credits to your own account or to the accounts of your family members or personal friends; 6. Manipulating accounts belonging to clients which employ your family members or personal friends if such account activity has no business purpose; 7. Cashing your own check(s) through your own CSR drawer or a drawer over which you have supervision if you are a retail employee; 8. Increasing credit lines or overdraft protection lines for yourself or your family members; 9. Taking over customer accounts by changing the address or other relevant information to control the account; 10. Accessing or using confidential customer or employee information for your personal benefit or without a business purpose; 11. Manipulating your own investment accounts for personal gain outside of normal customer channels; 12. Manipulating Company systems or policies for personal gain, including, without limitation, attempting to bypass established reimbursement policies for the purpose of reimbursing business

12 expenses; 13. Committing, attempting or assisting another in any type of theft or fraud; 14. Committing any act or making any statement in an attempt to cover up any theft or fraud. The employee activities outlined above that specifically refer to personal friends constitute self-dealing activities and will result, in most cases, in immediate termination of the employee involved as outlined in this policy. Employees are expected to conduct business activities with personal friends in a manner in which the employee places the interests of the Company above the personal interests of the employee and employee s personal friend. Failure to do so will result in corrective counseling of the employee, and may ultimately lead to termination of the employee involved if the activity repeatedly occurs. If the employee activity with a personal friend is covered in one of the self-dealing examples above that specifically refers to personal friends, the activity will result, in most cases, in immediate termination of the employee. All personal transactions and transactions related to an employee s family members, including, but not limited to, personal loans, lines of credit, increases to existing credit lines, commercial loans, mortgage loans, checking accounts, certificates of deposit, investment accounts, or credit accounts shall be processed by a disinterested third party employee in accordance with Company policies and deposit rates shall not be assigned to any such accounts that are outside of the Company s established methods and practices. Failures to adhere to these provisions are general examples of self-dealing activities. All employees are expected to manage their accounts in accordance with this policy. Reversals of service fees, late payment charges, and other charges to an employee s account shall be processed by a disinterested third party employee who has responsibility through normal customer channels for such matters if such third party employee does not report directly or indirectly to the employee who has requested the reversal. Reversals of service fees, late payment charges, and other charges to an employee s account can also be made with prior approval from the employee s manager. Failures to adhere to these provisions are general examples of self-dealing activities. 2

13 Any attempt to profit personally outside of the Company s established compensation system may be considered theft and/or violation of this policy. Employees may not request that another Company employee complete an action prohibited by this policy. If there is not a specific policy or procedure concerning a particular business action that may be considered self-dealing as set forth above, the employee should discuss the matter with his or her manager to determine the appropriate business conduct. Employees who become aware of any activity that may constitute self-dealing shall immediately report the facts and circumstances of such activity to the Human Resources Department, or his or her manager or in accordance with the Company s Whistleblower Policy and Procedures. Any manager receiving such information must forward the information to the Human Resources Department. The Human Resources Department has sole responsibility for conducting any investigation into self-dealing allegations. Management shall cooperate in the investigation and shall work with the Human Resources Department to ensure that all facts are presented. No employees will be interviewed in the investigation process without a Human Resources Department representative present. Definitions: Employee s personal interests - the interests of the employee and any member of the employee s family. Family - any relative or step-relative of the employee as distant as a first cousin plus spouses, fiancés, former spouses, in-laws and those living in the same household as the employee. Self-dealing - Self-dealing occurs when a Company employee conducts business or requests that another employee conduct business in a manner that places the employee s personal interests above the interests of the Company, regardless of whether the Company employee receives monetary benefit. 3

14 ACKNOWLEDGMENT I hereby acknowledge that I have read, understand and agree to conduct myself in the scope of my employment in accordance with the Company Code of Business Conduct and Ethics (including, without limitation, the attached Self-Dealing Policy). I further agree that it is my responsibility to promote compliance with the policies and guidelines set forth in the Code of Business Conduct and Ethics (including, without limitation, the attached Self- Dealing Policy) and to report promptly violations of the same. Signature: Print Name: Date:

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