Yadkin Valley Financial Corporation (the "Company") and its subsidiary, Yadkin Valley Bank and Trust Company (the "Bank" and colletive the Company "Yadkin") maintain high standards of conduct in keeping with our statutory and moral responsibilities to our shareholders and the banking public. Our reputation for honesty, integrity and confidentiality is vital to our success. This Code of Ethics for All Directors and Employees (the "Code") applies to all directors and employees of the Company and the Bank. Its purpose is to insure that all Yadkin directors and employees understand and observe the basic principles which govern our personal and corporate conduct in our community.
The guiding policy of the Company and the Bank is that all employees, officers and directors abide by the letter and the spirit of all applicable statutes, regulations, rules, orders, and policy statements or other similar provisions which apply to our operation. We will not tolerate any violation or intent to violate these legal requirements.
As an officer, director and employee of a publicly traded company, all senior officers shall ensure full, fair, accurate, timely and understandable disclosure in all public reports and documents that the Bank files with, or submits to, the Securities Exchange Commission ("SEC") as well as in all communications that Yadkin gives to the public.
All directors and employees are required to act in a responsible and respectful manner consistent with the behavior of a person of integrity and should proactively promote ethical behavior by all our employees. A director and employee shall remain free of any influences that may interfere, or give the appearance of interfering, with the independent and objective exercise of his or her judgment on behalf of the Company or Bank.
Safeguarding confidential information is essential to the normal conduct of the business of the Company and the Bank.
Employees and directors should strive at all times to avoid not only actual conflicts of interest but also the appearance thereof. All directors and employees shall not (a) take for themselves personally opportunities that are discovered through the use of corporate property, information or position; (b) use corporate property, information or position for personal gain; or (c) compete with us. It is incumbent upon each employee or director to exercise his or her own best judgment as to whether or not a conflict exists and whether it would justify remedial action. In a doubtful situation, the matter should be first fully disclosed and discussed with the chief executive officer ("CEO") or the Audit Committee.
All directors and employees should promote ethical behavior. All directors and employees should encourage employees to talk to supervisors or other designated personnel when in doubt about the best course of action in a particular situation. All directors and employees should report, and encourage employees to report, violations of the Code to designated personnel. We will not tolerate retaliation for reports made in good faith and directors or employees should ensure that employees are aware of that policy.
Violations of the Code are subject to disciplinary action, up to and including termination of employment or sanctions deemed appropriate by the Board of Directors for Directors. Discipline for violations of the Code will be administered in accordance with our Personnel Policy.
All directors and employees should promptly report any material violation of the Code to the Director of Human Resources. If appropriate remedial measures or sanctions are not then taken within a reasonable period of time, individuals should report the violation to the Chief Executive Officer, or if remedial measures or sanctions are not then taken, to the Chairman of the Audit Committee. If an employee or director has reason to believe the Director of Human Resources or the Chief Executive Officer has violated the Code, the matter should be reported to the Chairman of the Audit Committee.
Administration of the Code shall be vested in the Audit Committee in accordance with Robert's Rules of Order.
Questions concerning interpretation of the Code should be submitted first to the CEO, unless the matter involves the CEO, and then to the Chairman of the Audit Committee. The Audit Committee shall have complete discretion and authority in the interpretation of the Code. The Audit Committee may recommend revisions to the Code as the need arises. The Audit Committee has the right to make exceptions to any provision of the Code, the waiver of which would be in the best interests of the Bank and their officers, employees, shareholders, and customers.
Any change in the Code that applies to the Senior officers including the CEO, chief financial officer, principal accounting officer or controller, or the board of directors, or the granting of a waiver of any provision of the Code to any such officer, shall be publicly reported within five business days after such change or waiver. Public reporting shall mean disclosure through the (i) filing of a Current Report on Form 8K with the SEC or (ii) posting of the matter on the Company's website if the Company has disclosed this option of reporting in its most recently filed Annual Report on Form 10-K with the SEC.