Adopted - August 20, 2009
Amended - July 22, 2010
This Policy fulfills the requirements under the American Recovery and Reinvestment Act of 2009 (ARRA) enacted February 17, 2009. ARRA requires each recipient of funds under the Capital Purchase Program (CPP) of the Troubled Assets Relief Program (TARP) to have in place a company-wide policy regarding excessive or luxury expenditures, as identified by the Secretary of the U.S. Department of the Treasury.
Yadkin Valley Financial Corporation and its subsidiaries, American Community Bank, Cardinal State Bank, High Country Bank, Piedmont Bank, Yadkin Valley Bank, and Sidus Financial (collectively, the "Company"), prohibit excessive or luxury expenditures on entertainment and events, office or facility renovations, aviation or other transportation services or other activities or events that are not reasonable expenditures for conferences, staff development, reasonable performance incentives or other similar measure conducted in the normal course of business operations.
Renovations of facilities and office spaces should be relative to the approved project and current profit plan of the Company. An exception to this can be allowed if management must deal with an emergency situation, such as an act of nature, and the expenditure is necessary to make the facility operational for customer use. All proposed renovations of facilities and office spaces with a cost exceeding $25,000 must be approved in writing by the Compensation Committee or Real Estate Committee of the Board of Directors of the Company as appropriate prior to the commencement of any such renovations. At no time should renovations be done that would have the appearance of being extraordinary, or excessive from a shareholder perspective.
Entertainment is defined as an activity that an Employee or Executive would use corporate funds for business development purposes relating to a current customer or prospective customer, or to further enhance the Company's marketing efforts. Our policy is that all expenses incurred to the Company would be for Company purposes, and used to drive business to the Company. Occasional events such as taking customers or prospects on trips, playing golf, eating dinner, or taking them to other events the customer/prospect would find pleasurable is a necessary part of the Company's marketing efforts and is not deemed as "luxury" or a violation of this Policy. These expenses should be documented and detailed as to the benefit derived by the Company through the normal accounts payable process.
Events and parties focused on customers for the purpose of attracting their business would not fall under this Policy.
We encourage our executive management and staff to attend conferences that are appropriate educational opportunities. These conferences must be related to the financial services industry and have a direct correlation to their job. At times it may be appropriate that a spouse would travel to these conferences with Company attendees. Typically these conferences are sponsored by vendors, banking associations, or other industry related entities. Authority and approval to attend such events should be obtained by attendee's direct supervisor/manager.
This Policy would EXCLUDE reward conferences whether paid for by the Company or other venders as a violation of this policy if the purpose is meant to be a reward, or would have no value of education to the employee or executive.
Generally, the Company shall not pay the expenses of a spouse, guest or other family member accompanying an employee who is attending a business-related conference or other event. An exception to this is in cases where a spouse's attendance is required or expected, as in the case of bank association conventions. For events where spouse attendance is desirable for the Company, the Company will pay up to $1,000 of associated expenses.
We feel that employee recognition/holiday parties are part of an employee appreciation process. These events should be local in geographic nature, and may not cost the Company more than an average day's payroll per employee, on average. (Example: If the payroll is $5.5m annually divided by 260 days, equals $21k in expense available for an appropriate holiday party.)
Retreats shall only be used for educational or business planning purposes, and should be kept in consideration and looked at, in the same view and discretion as all other expenses. Board education is a vital part of maintaining, and keeping a dynamic director base, and this Policy should not limit a retreat that is focused on strategic planning or education.
Transportation for Company staff to outlying locations, including bank locations, conferences, business development purposes and merger and acquisition research, should be conducted in the most cost appropriate way for the Company. Modes of transportation to be used may consist of vehicle, commercial air or rail service. The selection of transportation services will factor in cost, efficiency and timeliness of travel. Private air services in excess of $2,000 per trip are not allowed without the prior written approval of the Compensation Committee.
The CFO is responsible for the day-to-day administration of this Policy, and the CEO is accountable for overall adherence to this Policy and must approve any exceptions. All expenses permitted under this policy shall be approved in accordance with the Company's Expense Reimbursement and Accounts Payable Policy and all invoices and/or employee reimbursement request forms are reviewed by the CFO prior to issuance of a Company expense check.
Strict adherence to this Policy is mandated for all Company employees. Violations of this Policy shall be promptly reported to the CFO and to the Compensation Committee or the Board of Directors if the violation involves executive management. Employees violating the provisions in this policy may be subject to discipline, up to and including termination, in accordance with the Company's personnel manual.
This policy and any amendments hereto, shall be posted on the Company's Internet website and provided to the U.S. Department of the Treasury.