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Code of Conduct and Ethics
Throughout its existence, Republic Bancorp, Inc. and its banking subsidiaries (hereafter "Republic" or "Company") has exemplified the highest level of professional integrity and ethical standards.
This Code Conduct and Ethics (“Code”) provides general guidelines of ethical behavior for all directors, officers and Associates (collectively may be referred to as "Associates"). It sets out standards of conduct to follow in dealing with customers, suppliers, and other persons. It does not cover every possible situation involving an Associate's conduct and is not a substitute for the use of good judgment. Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest, is required at all times. Avoidance of conflicts of interest is required, including disclosure to an appropriate person or persons of any material transaction or relationship that reasonably could be expected to give rise to any such conflict.
Full, fair, accurate, timely, and understandable disclosures in reports and documents that Republic files with, or submits to the SEC, regulators and other public communications are required without exception. All Directors, Officers, and Associates must comply with all applicable governmental laws, rules, and regulations and any known violations of this Code should be reported to an appropriate person timely. The Board of Directors is the only body authorized to waive compliance with this Code as it relates to any Executive Officer or Director of the Company. With respect to these individuals, the Board of Directors also has the authority to investigate (or supervise the investigation of) alleged violations of this Code and to determine the appropriate consequences for violations by such individuals, or to approve a waiver. Enforcement of the Code, including waivers or exceptions, as to others not specifically set forth above shall be the responsibility of the Audit Committee.
It is the policy of Republic that all Associates perform their duties without regard to race, color, religion, gender, gender identity, sexual orientation, national origin, age, veteran status, military service, disability, genetic information, marital status or any other legally protected status. The Associate Handbook should be consulted regarding personnel matters as well as this Code.
All personnel associated with Republic are responsible for complying with the letter and spirit of this Code. Any violation of this Code is an extremely serious matter, and may result in disciplinary action. If there are any questions regarding the propriety of any conduct, the conduct should be discussed with a supervisor or other appropriate representative of the Legal or Human Resources Departments.
Any possible violations of laws or regulations or other serious matters should be brought to the attention of your direct supervisor/manager, Human Resources or the General Counsel. If the matter remains unresolved, Federal law protects your right to provide information to any Federal Banking agency or the Kentucky Attorney General regarding a possible violation of any law or regulation; or gross mismanagement, gross waste of funds, abuse of authority, or an act resulting in a substantial and specific danger to the public health or safety of any person.
As used in this Code, the following terms mean:
Affiliate: includes any subsidiary of Republic Bancorp, Inc.
Affiliated Persons: directors, executive officers and principal shareholders.
Associate: any Republic director, officer, contract employee, or associate.
Chief Executive Officer: the chief executive officer, or president in the absence of a chief executive officer of Republic.
Code: Republic's Code of Conduct and Ethics.
Community Organization: any not-for-profit organizations, operated primarily for religious, philanthropic, charitable, educational, fraternal, or other similar purpose.
Company: Republic Bancorp, Inc. and its subsidiaries, whether or not wholly owned.
Corporate Assets: any personal property, equipment, machinery, furniture, fixtures or other property owned by or belonging to Republic.
Director: any director of Republic, whether or not receiving compensation.
Executive Officers: all persons who participate or have authority to participate (other than in the capacity of a Director) in major policy making functions of Republic. They include the Chairman & CEO, President, President, Republic Processing Group, Executive Vice President & Chief Financial Officer, Senior Vice President and Chief Credit and Retail Officer, Executive Vice President and Managing Director of Business and Private Banking, Senior Vice President, Managing Director of Commercial & Corporate Banking, Senior Vice President and Chief Risk Management Officer and Senior Vice President and Managing Director of Mortgage Lending.
All other officers are excluded from participating in major policy making functions of Republic by a standing resolution approved by Republic’s Board of Directors.
Fiduciary: includes a trustee under any trust, executor, administrator, independent or supervised personal representative, guardian, conservator, receiver, trustee in bankruptcy or any other person acting in a fiduciary capacity for any person, trust or estate.
Immediate Family: includes an Associate's spouse, children, parents, stepparents, siblings, in-laws, stepchildren, grandchildren, grandparents, aunts, uncles and first cousins.
Principal Shareholder: one who directly or indirectly or acting in concert with others, owns, controls, or has power to vote more than 10 percent of the shares of any class of voting securities. In determining the percentage of ownership, shares owned by a person's spouse, minor children, and adults residing with that person are deemed owned by that person. Affiliated persons also include a spouse of a Director, or Executive Officer or a member of their Immediate Family.
Republic: Republic Bancorp, Inc. and its subsidiaries, whether or not wholly owned.
Your personal conduct reflects on the character and integrity of Republic. We expect you to conduct your personal affairs honorably, and avoid discrediting yourself and Republic. Our Directors, Officers, and Associates should always use common sense and good taste in their personal conduct. It is the Company's policy to provide an environment that is free of unlawful harassment of any kind, specifically, but not limited to, that which is sexual, age-related, religious, racial, or ethnic in nature.
You are expected to adhere to the Company's Fraternization Policy (as noted in the Associate Handbook). Any Associate who believes he/she may have been adversely affected by such a relationship between other Associates should bring their concerns to the attention of their direct supervisor/manager, Human Resources or the General Counsel for investigation and resolution.
HEALTH AND SAFETY
The Company strives to provide all persons with a safe and healthy work environment as well as a safe and healthy environment for our clients and visitors. All Associates have the responsibility for maintaining safe and healthy conditions at all facilities and shall follow all safety and health rules and practices, including the reporting of accidents, injuries, unsafe equipment, conditions or unsafe practices. Inappropriate or illegal use of controlled substances or alcohol, selling, manufacturing, distributing, possessing, using or being under the influence of illegal drugs or alcohol while on Company property, attending business related activities, while on duty, while operating a vehicle on Company business, or operating a vehicle owned or leased by the Company is absolutely prohibited. There is an exception for modest consumption of alcohol only when served by the Company at Company events or in conjunction with client entertainment.
MEMBERSHIP IN COMMUNITY ORGANIZATIONS
We are a community-minded organization, and encourage all Associates to support organizations that benefit the community. Associate participation should be as a private citizen, and not as a Republic representative, unless specifically requested by your supervisor or other appropriate Republic senior officer.
Republic wants all Associates to take an interest in government and keep themselves informed about political issues and candidates. You are encouraged to take an active role in fostering better government. These guidelines will help you comply with the rules involving participation in political activities.
- No Officer, Director, Associate, agent or other representative of Republic shall engage in any conduct that may tend to improperly influence an officer, Associate, agent or other representative of Republic, who serves as a public official either elected or appointed (the "Public official"), in the performance of his or her public duties;
- All Associates owe a duty of good faith and loyalty to Republic in the performance of his or her duties. Each Associate must perform those duties honestly, faithfully, and to the best or his or her ability in such a manner to be above suspicion of improper influence or purpose.
- No Associate shall transfer or offer to transfer anything of value to the Public Official with the purpose of influencing him or her in the discharge of any legal duty.
- While engaged in his or her duties as an Associate, each Associate shall devote his or her full time and efforts to the performance of his or her duties to Republic. No Associate shall lobby any Public Official with the intent of influencing the Public Official in the performance of his or her duties. As used herein, "lobbying" shall mean promoting, advocating, or opposing the passage, modification, defeat, approval or adoption of any legislation, law, regulation, public policy, decision or other action or act by direct or indirect communication with the Public Official.
- No Associate shall use any means to attempt to influence the Public Official in the performance of his or her public duties concerning any matter that may directly benefit either Republic or the Associate. The term direct benefit, as used herein and in the following section, shall not include any incidental benefit or any benefit to a class of individuals or entities, of which class the Public Official or Republic is a member.
- No Associate with authority to promote or discharge the Public Official shall make any decision to promote or discharge the Public Official based solely on the Public Official’s performance of his or her public duties.
- Republic shall not accept any economic opportunity when it knows, or has reason to know that the economic opportunity is being offered with the intent to influence the Public Official’s official conduct.
- The Public Official shall comply with any code of ethics that is applicable to the Public Official by statute, regulation or ordinance.
- The Public Official shall, in the performance of duties associated with his or her position with Republic, perform those duties honestly, faithfully and the best of his or her ability in such a manner to be above suspicious of improper influence or purpose.
- The Public Official shall cause notice of his or her employment with Republic to be given to the individual, board, agency or other body responsible for the oversight and/or regulation of the Public Official's body, the Public Official shall cause the notice to be given to the presiding officer of the board, agency or other appropriate body with authority to oversee and govern the general activity of the Public Official.
- The Public Official shall not solicit contributions for political purposes from other Republic Associates.
- If, during the performance of any duties as an Associate, the Public Official becomes aware that any activity on behalf of Republic may come into conflict with the Public Official’s public duties, the Public Official shall fully disclose the potential conflict to the Chairperson of the Board of Directors of Republic or Republic’s Chief Executive Officer.
- The Public Official shall abstain from voting or otherwise participating in the public process concerning any matter in his representative capacity if the matter may result in a direct benefit to the Public Official or Republic.
- The Public Official shall take all steps reasonably necessary to ensure that any and all official activity in which the Public Official engages is clearly distinguishable from activity taken on behalf of Republic. This obligation shall include, but not be limited to, the duty to publicly declare that statements made or actions taken in an official capacity are strictly limited to that public function, and do not reflect the views or policy of Republic. The Public official shall made the appropriate disclaimer whenever circumstances indicate that the reasonable observer may mistakenly perceive that the Public Official’s statements or actions are made by or on behalf of Republic, which in fact, the Public Official is acting in an official capacity.
CONFLICTS OF INTEREST POLICY
All Associates are obligated under this policy to conduct both themselves and Republic's business in a manner free of any conflict of interest. Associates may not enter into any transaction, agreement, employment, or venture that substantially conflicts with Republic's best interest. A conflict of interest exists when a person's private interest interferes in any substantial way with the interests of Republic. A conflict of interest may occur when any Associate is in a position to influence any Republic action that results in personal gain for themselves or a relative (by blood or marriage). Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with senior management or Republic's General Counsel. All Associates are required to report to their immediate supervisor the existence of a potential conflict of interest. No presumption of a violation is created by the mere existence of a relationship with outside firms. However, if an Associate has any influence on transactions such as purchases, contract, or leases it is imperative that it be disclosed to the appropriate person so that safeguards and approvals can be established for the protection of all parties.
Loans and Extensions of Credit to Affiliated Persons
It is the policy of Republic to fully comply with all laws governing transactions with affiliates and extensions of credit to executive officers, directors, and principal shareholders as set forth in The Federal Reserve Act, KRS 287.280, Regulation O, and any other applicable statutes or regulations.
Republic desires to do business with its Affiliated Persons and their related interests, but only on terms that contain no conflict of interest. Accordingly, all loans and extensions of credit to Affiliated Persons (and with Affiliates in general) will be in accordance with the provisions of this policy and applicable law.
Transactions with Affiliated Persons that are governed by this policy include all extensions of credit. In general, extensions of credit includes (1) making a loan, (2) renewing any loan, (3) granting a line of credit, (4) extending credit, directly or indirectly, to the extent that the proceeds are used for tangible economic benefit to the person, (5) an advance of unearned salary or other unearned compensation for a period in excess of thirty days, or (6) any other transaction resulting in a person becoming obligated to pay money or its equivalent to Republic, whether the obligation arises directly or indirectly, or by any means whatsoever.
Affiliated Persons subject to this policy may only be extended credit according to the requirements of Regulation O and KRS 287.280, unless the loan qualifies as an exception under KRS 287.290 and the following guidelines:
- The determination of creditworthiness will be accomplished through compliance with Republic's existing credit policies.
- Creditworthiness is pursuant to underwriting procedures that are no less stringent than those applicable to comparable transactions to the general public, and involve no more than the normal risk of repayment or present other unfavorable risks.
- The terms of the extension of credit and the credit-worthiness of all persons governed by this policy must be made on substantially the same terms, including interest rates, collateral and loan amounts, as those prevailing at the time for comparable transactions to the general public.
- The aggregate of loans made to any person governed by this policy will not exceed the legal lending limit of Republic, i.e., 20 percent of capital and unimpaired surplus for transactions not secured by readily-marketable collateral, or 30% of capital in the case of transactions secured by readily-marketable collateral.
- Executive Officers of Republic are subject to additional restrictions set forth in Section 215.5 of Regulation O. The General Counsel shall make a determination that loan requests by Executive Officers comply with all regulatory requirements prior to their submission for approval to the Board of Directors.
- Any loan in excess of $500,000.00 in the aggregate to an Affiliated Person must receive prior approval by a majority of the Bank's Board of Directors. The individual who has an interest in the loan will make no attempt to influence the Board's decision and, in the case of a Director, will abstain from the voting. Such absentia shall be noted in the Board minutes.
- Payment of overdrafts on accounts held by Affiliated Persons subject to Regulation O are prohibited unless the overdrafts are paid in accordance with written pre-authorized interest-bearing extensions of credit with specific methods of repayment or are subject to a written pre-authorized transfer of funds from another account.
The above prohibition shall not include payment of inadvertent overdrafts not exceeding $1,000 in the aggregate so long as (1) the account is not overdrawn for more than five business days, and (2) the same fee is charged as any other client would be charged in similar circumstances.
- Republic will not invest, either directly or indirectly, in the stocks, bonds, notes, or other securities (including securities under a repurchase agreement) of any Affiliated Person.
- Republic will not, either directly or indirectly, make any loan to, or purchase a loan made to, (1) any third party on the security of real property purchased from any Affiliated Person unless the property was a single-family dwelling owned and occupied by the Affiliated Person as his or her principal residence, or (2) secured by real property in which the Affiliated Person holds a security interest.
- Republic will not accept the stock, bonds, notes, or other securities of an Affiliated Person's enterprise as security for a loan to any third party.
- Republic will not (1) maintain a compensating balance with respect to a loan, or (2) enter into any guarantee arrangement or make any take-out commitment with respect to a loan made by any third party to any Affiliated Person.
- Republic will not, directly or indirectly, purchase or lease from, jointly own with, or sell or lease to, an Affiliated Person any interest in real or personal property unless the transaction is determined to be fair to, and in the best interest of Republic. Transactions under this criteria shall be supported by an independent analysis not performed by an Affiliated Person or Associate of Republic in the case of a purchase or sale; and, be approved in advance by the Board of Directors.
- So that Republic can monitor its compliance with the requirements of this policy, all Directors and Executive Officers are required, on an annual basis, to identify outstanding extensions of credit to them and to their related interests. Executive Officers, Directors, and Principal Shareholders must also provide Republic with an annual report listing their related business interests on request.
Diversion of Corporate Assets
Associates may not use or divert any corporate asset or services of other Associates for their own personal advantage or benefit.
Associates may not divert from Republic any business opportunities in which Republic may have an interest in pursuing for the benefit of Republic.
Misappropriation or Misuse of Assets
Associates may not misappropriate or misuse Corporate Assets or client assets that are subject to Republic's control in its fiduciary capacity. This includes the mis-posting of items for the benefit of any person. Associates may not make false entries, misroute checks to delay payments or commit any fraudulent, dishonest or criminal act.
Republic will maintain records in accordance with the recordkeeping requirements of Regulation O. Republic will identify, through an annual survey, all insiders of Republic itself, and maintain records of all extensions of credit to these insiders, including the amount and terms of each such extension of credit. Republic will identify, through an annual survey, each insider of Affiliates and maintain records of each extension of credit to such insider.
Reports by Executive Officers
Each Executive Officer of Republic who becomes indebted to any other bank or banks in an aggregate amount greater than $100,000, shall within 10 days of the date of such occurrence, submit a written report to Republic's Board of Directors. The report shall state the lender's name, the date and amount of each extension of credit, any security for it, and the purposes for which the proceeds have been or are to be used.
Special RESPA Prohibition Affecting All Officers
All Officers, in addition to Executive Officers, are prohibited from giving or receiving a thing of value, to or from, any provider of settlement services related to any mortgage loan granted by Republic.
Settlement services include but are not limited to the following:
- Providing title services, including title searches, title examinations, abstract preparation, insurability determination, and the issuance of title commitments and title insurance policies;
- Rendering of services by an attorney;
- Preparation of documents, including notarization, delivery and recordation;
- Rendering credit reports and appraisals;
- Rendering inspections;
- Conduction of settlements by a settlement agent and any related services; and
- Providing services involving mortgage insurance.
A thing of value includes, but is not limited to, monies, things, discounts, salaries, commissions, fees, duplicate payments of a charge, stock, dividends, distributions of partnership profits, franchise royalties, credits representing monies that may be paid at a future date, the opportunity to participate in a money-making program, retained or increased earnings, increased equity in a parent or subsidiary entity, special bank deposits or accounts, services of all types at special or free rates, or trips or payment of another person's expenses.
Transactions with Affiliates
All Affiliate loan transactions, if any, with Republic shall be in compliance with all requirements of the Federal Reserve Act Section 23A. In addition, loan transactions with Affiliates will not involve more than the normal risk of repayment or present any other unfavorable risks. Also, they must be made on substantially the same terms, including interest rate and collateral as those prevailing at the time for comparable transactions with non-affiliates.
An Affiliate of Republic Bancorp, Inc. includes:
- Any company that can control Republic Bancorp, Inc., Republic Bank & Trust Company, Republic Bank or any company that controls that company;
- Republic's subsidiaries or affiliates;
- Any company that is (1) controlled directly or indirectly, by a trust or otherwise, by or for the benefit of shareholders who beneficially or otherwise control, directly or indirectly, by trust or otherwise, Republic or (2) in which a majority of its directors, partners or trustees constitute a majority of the persons holding any such office with Republic; or
- Any company, including a real estate investment trust, that is sponsored and advised on a contractual basis by Republic, or any investment company that by definition of federal law would be considered an investment advisor; and
- Any company whose transactions with Republic or Affiliates are deemed by Republic's supervisory agent(s), through regulation or order, to have either (1) a detrimental affect on Republic, or (2) presents a risk to the safety or soundness of Republic due to the nature of the company's activities, amount of transactions with Republic, financial condition of the company or its parent, or other supervisory factors.
Republic’s Associates, while not strictly prohibited, are discouraged from accepting gifts or anything of value unless the value of the gift is less than $100.00 and was not intended to influence or reward the banking Associate in connection with any business or transaction of Republic. The Bank Bribery Act does allow for certain exceptions, which Republic recognizes in this policy. Exceptions include the following:
- Those gifts that are based on obvious family or personal relationships where the circumstances make it clear it is the relationship rather than the business of Republic that is the motivating factor;
- Meals, refreshments, entertainment, accommodations, or travel arrangements, all of reasonable value, in the course of a meeting or other occasion, the purpose of which is to hold bona fide business discussions or to foster better business relations, provided that the expense would be paid for by Republic if not paid for by another party;
- Loans from other banks or financial institutions on customary terms to finance proper, usual activities of bank officials, such as home mortgage loans, except where prohibited by law;
- Advertising or promotional material of reasonable value;
- Discounts or rebates on merchandise or services that do not exceed those available to other customers (of the merchant);
- Gifts of reasonable value related to commonly recognized events or occasions such as a job promotion, Christmas, a wedding, a bar mitzvah, or retirement; and,
- Civic, charitable, educational, or religious organizational awards for recognition of service and accomplishment.
Associates are strictly prohibited from soliciting gifts or anything of value for themselves from Republic customers or vendors. If a gift outside of the limits of this policy is offered, the Associate should return the gift and graciously advise the party of Republic's policy. If there is any question regarding the appropriateness of accepting a gift, then the Associate should address the matter with his/her immediate supervisor.
Outside Employment and Business Interests
Associates may hold outside positions as long as they continue to meet all Republic’s performance requirements. Associates will be required to meet the scheduling demands of Republic, regardless of any outside work commitments. Any outside employment that constitutes a conflict of interest is prohibited. Associates are not permitted to receive compensation for materials produced or services
rendered while performing their jobs, without prior approval, which approval is at the sole discretion of Republic.
Annual Review and Regulatory Amendments
The Board of Directors will review the Code at least annually and approve amendments whenever necessary as a result of new laws or rules affecting conflicts of interest or transactions involving insiders.
All information, knowledge and data received, produced, or developed due to an employment with Republic are the sole property of and proprietary to Republic. This includes business processes, computer programs, methods, client lists, prospect lists, internal procedures, policies and other proprietary information or data. You may not disclose or use, either during or after your employment with Republic any proprietary information, except as necessary to perform your official duties. Republic requires Associates to take all reasonable precautions to protect such information from theft or intentional or inadvertent disclosure.
INSIDER AND CONFIDENTIAL INFORMATION
It is important to preserve the confidentiality of Insider and Confidential Information. Insider Information includes non-public or proprietary Company information, concerning the business and affairs of Republic and our suppliers and clients. If any Associate obtains inside information about Republic, its clients or suppliers during the course of their employment, it must be treated as privileged and confidential. Confidential Information includes, but is not limited to, clients' names; social security numbers; dates of birth; addresses; number of months at address; phone numbers; financial information as to accounts or loans with Republic or other accounts or loans; bankruptcy; employer names and phone numbers; number of months on the job; or whether the client owns a home. This list is by way of example only. The following guidelines apply to Insider or Confidential Information in the possession of Associates.
Associates may not disclose or communicate Insider or Confidential Information acquired during the course of their association with Republic to anyone else, including members of your family, friends, Associates or other Republic Associates. Republic Associates who need to know the information in order to perform their official responsibilities is an exception to this provision. Under no circumstances may Insider or Confidential Information be used for personal gain or advantage by any Associate or their family members, friends or acquaintances. The communication of Insider or Confidential Information should involve the fewest number of Associates who need to know the information to carry out their official duties. Insider or Confidential Information should be communicated carefully and discreetly at all times. All Associates are expected to adhere to the provisions of the Company's Insider Trading Policy and refer to it for more information on the definition and treatment of Insider Information.
SUSPICIOUS ACTIVITY REPORTING
The Company is required to file suspicious activity reports with government authorities regarding suspected insider trading, fraud, misappropriation of funds, money laundering, etc. There are timing consequences Associated with this reporting. These or related activities, if discovered, or suspected, should be reported immediately to the Compliance Department.
FINANCIAL HOLDING COMPANY RESTRICTIONS
The U.S. Bank Holding Company Act and other banking laws impose various requirements and restrictions on the activities of bank holding companies and financial holding companies and their subsidiaries. To ensure compliance Associates should consult with the General Counsel or Chief Financial Officer in connection with any proposed new acquisitions, material investments, or the divestiture of businesses or assets, as well as new material products or services.
Because Republic's business is subject to extensive governmental review, every Associate is responsible for ensuring that the Company's activities, as they relate to your duties, are conducted in a safe and sound manner in compliance with all regulations. Associates are also responsible for ensuring that record-keeping and reports are reliable, accurate, and timely.
A lack of proper internal controls would make it difficult for management to make appropriate decisions and accurately assess the Company's condition. Additionally, it may adversely affect management's ability to comply with regulations and maintain the safety and soundness of the Company's assets.
Republic has implemented methods to safeguard the Company's assets and has provided a system for establishing, amending, and communicating approved policies and procedures. These policies and procedures contain internal controls that are critical to the continued success of the Company. As an Associate, you should familiarize yourself with the Company's policies and procedures, maintain proper segregation of duties as required, and diligently follow all approved policies and procedures.
Financial and accounting officers and managers, including the principal executive officer, are held to a higher level of responsibility for corporate governance. These persons are vested with both the responsibility and the authority to protect, balance, and preserve the interest of all Company stakeholders. They are expected to exhibit and promote the highest standards of honest and ethical conduct through the establishment and application of policies and procedures that:
- Encourage professional integrity in all aspects of the Company, eliminating any barriers to responsible behavior such as fear of reprisal.
- Prohibit and eliminate the occurrence of conflicts between what is in the best interest of the Company and what could result in a material personal gain for any Associate.
- Provide a mechanism for Associates of the accounting department to inform management of deviations in practice from any policy or procedure.
Financial and accounting officers and managers, and the principal executive officer will establish and manage the Company's reporting systems and procedures to ensure that:
- Business transactions are properly authorized and completely and accurately recorded on the Company's books and records in accordance with Generally Accepted Accounting Principles (GAAP) and established Company financial policy.
- The retention or disposal of Company records shall be in accordance with applicable legal and regulatory requirements.
- The production of full, fair and accurate reports and timely disclosure of those reports and documents filed with or submitted to any regulatory agency is achieved. Periodic financial communications and reports will be delivered in a manner that facilitates a high degree of clarity of content and meaning so that any typical user can reasonably determine their significance and consequence.
- No actions are taken to fraudulently influence, coerce, or mislead the Company's independent auditors for the purpose of rendering Company's financial statements false or misleading.
TRADING IN REPUBLIC STOCK
Restriction: The trading of Republic stock based on material nonpublic information is prohibited under SEC rules. Nonpublic information relating to Republic is the property of Republic and the unauthorized disclosure of such information is prohibited.
Coverage: The prohibition covers Officers, Directors, Shareholders, and all other Associates of, or consultants or contractors to Republic, as well as family members of such persons, and others, where such persons have or may have, regardless how obtained, access to material nonpublic information.
Any person who possesses material nonpublic information regarding the Company is an Insider so long as the information is not publicly known.
Definition: Material Nonpublic Information: It is not possible to define all categories of this information. However, information should be regarded as material if there is a reasonable likelihood that it would be considered important to an investor in making an investment decision regarding the purchase or sale of Republic's securities. Either positive or negative information may be material. Questions should be directed to the Company's General Counsel.
To ensure compliance with this Policy and applicable federal and state securities laws, the Company strongly recommends that all Associates having access to the Company's internal financial statements or other Material Nonpublic Information refrain from conducting transactions involving the purchase or sale of the Company's securities other than during the following period (the "Trading Window"):
Trading Window: The period in any fiscal quarter commencing at the close of business two full trading days following the date of public disclosure of the financial results for the prior fiscal quarter or year and ending on the last day of the second fiscal month of the fiscal quarter. See the Republic Insider Trading Policy for more details.
Liability for Insider Trading: Insiders may be subject to disgorgement of profits (or losses avoided) (trebled in some cases), penalties of up to $1,000,000 and up to ten years in jail.
Tipping: No Associate shall disclose ("tip") Material Nonpublic Information to any other person (including family members) where such information may be used by such person to his or her profit by trading in Republic's securities, nor on the basis of Material Nonpublic Information as to trading in Republic's securities.
Liability for Tipping: Associates may also be liable for improper transactions by any person (commonly referred to as a "tippee") to whom they have disclosed nonpublic information regarding Republic or to whom they have made recommendations or expressed opinions on the basis of such information as to trading in Republic's securities. The SEC has imposed large penalties even when the disclosing person did not profit from the trading.
All Associates who may have access to material inside information, or who are not sure if the information they possess is material, who intend to trade in Republic's securities, should review the Company's Insider Trading Guidelines and contact Republic's General Counsel before committing to the proposed transaction.
ETHICS AND COMPLIANCE HOTLINE
The Audit Committee of the Board of Directors of Republic have established an Ethics and Compliance Hotline. The purpose of the Hotline is to enable Associates to confidentially and anonymously report activities that could negatively impact our Company. These activities include, but are not limited to, violations of governmental regulations, fraud, theft, falsification/destruction of Company records, conflicts of interest and release of proprietary information. If an Associate believes that such activities have occurred, they should contact their supervisor or call the Ethics and Compliance Hotline at 1-877-888-0002. The Chairman of the Audit Committee has been designated as the independent recipient of information gathered through the Hotline. The Company's Internal Auditor will direct the investigation and report the resolution of the complaint to the Board Audit Committee. The Audit Committee Chairman will report findings to the Board of Directors.