CNB Ethics Frequently Asked Questions Why did CNB establish Ethics Policies for its entities? CNB established our Ethics policies to provide guidance for employees related to ethical conduct and to avoid conflicts of interest. These policies help maintain the complete confidence of our guests, employees, regulators, shareholders, vendors and the public at large. Do the Ethics policies apply to everyone? Yes, our Ethics policies apply to all CNB entity officers, employees, suppliers and agents. CNB believes that all employees should be held to the highest ethical standards. In fact, members of our management team have added responsibilities when it comes to Ethics. Managers and Supervisors are expected to model good ethical behavior and set the tone for their respective departments. The Ethics policies mention Conflicts of Interest. What is a Conflict of Interest? Conflicts of Interest can occur when an employee is placed in a position where their judgement could become influenced, they could have an unfair advantage or they could have a personal stake in a decision they make for our company. Conflicts of interest can take many forms, but they basically fall into two categories, Personal and Organizational. Personal Conflicts of Interest may arise under any circumstances that might reasonably cause your impartiality to be questioned based on your relationships, business arrangements, financial interests or other activities outside of work. Examples of these situations could include but are not limited to: Relatives or close personal relationships at work Relationships or financial interests in vendors, suppliers or competitors Secondary Employment Outside Leadership and Advisory Roles If you have any questions about these types of Conflicts of Interest, please consult your Employee Services Manager. Organizational Conflicts of Interest may arise under circumstances that might reasonably be viewed as affording our company an unfair competitive advantage in government procurement or by calling our impartiality into question due to our other activities, relationships, business arrangements or financial interests. You should
consult our Organization Conflict of Interest policy for further details or contact our Sr. Director of Compliance if you have any questions. All employees are expected to be free of Conflicts of Interest. It is virtually impossible to present an all-inclusive list of all activities that could result in a Conflict of Interest. It is the employee s responsibility to disclose any situation that creates an actual, perceived or potential Conflict of Interest. Failure to disclose a conflict is a violation of Company policy. The company will work diligently with employees to remedy any conflicts. The Ethics policy mentions gifts. Why is this important? Do these need to be reported? When you exchange gifts, gratuities or business courtesies, it can create the perception that favors were granted in order to influence business judgment. Our organization competes on the merits of our products and services. We do not use the exchange of gifts, gratuities or business courtesies to gain an unfair competitive advantage. As a representative of our company, you are responsible for ensuring that the offering or receipt of any gift or business courtesy is permitted by law or regulation; does not violate the rules and standards of the recipient s organization; is consistent with company policy and reasonable marketplace customs; and will not adversely impact the reputation of the company. Because these rules often have an aggregate value involved, you must report any gift given or received. You should consult your manager, the Ethics department or the Legal department if you have any questions prior to the giving or receiving of gifts. How do I report a Conflict of Interest or a gift that I have given or received? The company requires that you report any Conflicts of Interest you might have or any gifts you have given or received through our online reporting system. You can access this by clicking on the Ethics page on Passport. There is a link to the Conflict of Interest form at the bottom of the page. There is a section on this form to report any activity related to gifts. I am aware of some individuals involved with unethical conduct, but it doesn't affect me. Why should I bother reporting it? Our Company chooses to promote ethical behavior. All unethical conduct, at any level, ultimately hurts the company and all employees, including you. You only have to consider what happened in corporate scandals like Enron or Worldcom, to see disastrous effects that a seemingly harmless lapse in ethics can have on an otherwise healthy company. So if you know of any incidents of misconduct or ethical violations, you have a duty to yourself and your coworkers to report it.
How do I report an Ethics Violation? When you observe behavior that you believe violates our Ethics policy (such as fraud, theft, discrimination, failure to report a Conflict of Interest, a gift not reported, etc.) we expect you to report it. There are several different options you have to report these issues. We encourage you to report these concerns to your immediate supervisor or manager. If you don t feel comfortable doing that, you can contact your Employee Services representative or the Ethics Department. You can also utilize our EthicsPoint Hotline by calling 1-888-601-6755 or by going to the website at www.ethicspoint.com. What is EthicsPoint? EthicsPoint is an independent company we have partnered with to provide our employee hotline. This gives you a confidential method to report any fraud, waste, abuse or misconduct that may occur in the workplace. The hotline is available 24 hours a day, seven days a week. Because the hotline is provided by an outside company utilizing their phone banks and secure servers, you can choose to remain anonymous when making a report. If you do submit an anonymous report, please be prepared to provide enough information about the situation to allow the company to properly investigate it. All reports to the EthicsPoint Hotline are confidential. All reports that come into the Hotline are thoroughly and fairly investigated. Please remember, it is important to follow up on the report within one to two weeks through the EthicsPoint system in case the investigator has additional questions for you concerning the report. Does Management really want me to report?? We certainly do. In fact we need you to report. We count on our employees to be the eyes and ears of our organization both good and bad. You may have initial knowledge of an activity or situation that may be cause for concern. Your reporting can minimize the potential negative impact on the company and its employees. Also, offering positive input may help identify issues that can improve the culture and performance of our companies. I am not sure what I have observed or heard is a violation of company policy, or involves unethical conduct, but it just does not look right to me. What should I do? File a report. EthicsPoint can help you prepare and file your report so it can be properly understood. We'd rather you report a situation that turns out to be harmless than let possible unethical behavior go unchecked because you weren't sure. Can I file a report from home and still remain anonymous? A report from home, a neighbor s computer, or any Internet portal will remain secure and anonymous. An Internet portal never identifies a visitor by screen name and the EthicsPoint system strips away Internet addresses so that anonymity is completely
maintained. Additionally, EthicsPoint is contractually committed not to pursue a reporter s identity. Where do these reports go? Who can access them? Reports are entered directly on the EthicsPoint secure server to prevent any possible breech in security. EthicsPoint makes these reports available only to specific individuals within the company who are charged with evaluating the type of violation and location of the incident. Each of these report recipients has had training in keeping these reports in the utmost confidence. What if my boss or other managers are involved in a violation? Won t they get the report and start a cover-up? The EthicsPoint system and report distribution are designed so that implicated parties are not notified or granted access to reports they have been named in. What if I remember something important about the incident after I filed the report? Or what if the company has further questions for me concerning my report? When you file a report at the EthicsPoint website or through the EthicsPoint Call Center, you receive a unique user name and are asked to establish a password. You can return to the EthicsPoint system again either by Internet or telephone and access the original report to answer questions posed by a company representative and add further information that will help resolve open issues. We encourage you to return to the site within one week to follow up on your report or answer company questions. You and the company now have entered into an anonymous dialogue where situations are not only identified but can be resolved, no matter how complex. Are these follow-ups on reports as secure as the first one? All EthicsPoint correspondences are held in the same strict confidence as the initial report, continuing under the umbrella of anonymity. What if I want to be identified with my report? There is a section in the report for identifying yourself, if you wish. Keep in mind that if you do identify yourself, the company will maintain your confidentiality to the degree that it can be maintained by law. Can I still file a report if I don t have access to the Internet? You can file an EthicsPoint report from any computer that can access the Internet. You can file from home. Many public locations, including the public library, have Internet computers. If you don t have access or are uncomfortable using a computer, you can call our EthicsPoint toll-free hotline at 1-888-601-6755 which is available 24 hours a day, 365 days a year.
Is the telephone toll-free hotline confidential and anonymous too? Yes. You will be asked to provide the same information that you would provide in an Internet-based report and an interviewer will type your responses into the EthicsPoint website. These reports have the same security and confidentiality measures applied to them during delivery. If I report a situation about my manager, will I face retaliation for filing the report? No, you will not. It is estimated that 60 to 75% of employees in an organization have some knowledge of misconduct and want to share this information with Management. The most common reason why an employee will not report is fear of retaliation or retribution from management and/or their peers or they simply don t know where to report. The Company prohibits and will not tolerate any form of retaliation against an employee when they in Good Faith report a suspected or known violation of law, regulation or policy. Retaliation is a violation of our Whistleblower policy and should be reported immediately through your chain of command or by contacting the EthicsPoint Hotline.