Board Delegation of Responsibility
The Board is responsible for this policy and has delegated this responsibility, including alterations and annual review, to the:
Chairman of the Board of Directors
Board Approval Date: March 25, 2014
Previous Board Approval Date: April 30, 2013
Capitol Federal® Savings Bank's century old business philosophy is built on the essential application of honesty, integrity, and sound judgment by our directors, officers, and employees. This Business Ethics and Standards of Conduct Policy (Code of Ethics) is intended to communicate and reaffirm these principles to our directors, officers, employees, and to other interested parties.
This Code of Ethics governs the actions of Capitol Federal Savings Bank and Capitol Federal Financial, Inc. and its directors, officers and employees including the Chief Executive Officer, Chief Financial Officer, Treasurer, Controller, and any other persons performing similar functions. This Code of Ethics also governs relationships with current and potential customers, consumers, fellow employees, competitors, government and self-regulatory agencies, the media, and anyone else with whom Capitol Federal has contact. These relationships are essential to the continued success of Capitol Federal as a leading financial services provider.
This Code of Ethics:
- Requires the highest standards for honest and ethical conduct, including proper and ethical procedures for dealing with actual or apparent conflicts of interest between personal and professional relationships.
- Requires full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by Capitol Federal with governmental and regulatory agencies.
- Requires compliance with applicable laws, rules and regulations.
- Requires strong internal controls for the protection of Capitol Federal's property and assets.
- Addresses potential or apparent conflicts of interest and provides guidance for directors, officers, and employees to promptly communicate those conflicts to Capitol Federal.
- Addresses misuse or misapplication of Capitol Federal property and corporate opportunities.
- Requires the highest level of confidentiality and fair dealing within and outside the Capitol Federal environment.
- Requires a complete background check to be completed on any applicant prior to being offered employment with Capitol Federal.
- Requires reporting of any illegal behavior. Requires prompt and thorough investigation of any and all alleged violations reported to management.
- Requires the Director of Audit Services to monitor the corporate code of ethics policy and investigate, or delegate the investigation of, any alleged violations.
Conflicts of Interest
A "conflict of interest" occurs when your personal interests interfere or appear to interfere in any way with the interests of Capitol Federal. You are expected to avoid all situations that might lead to a real or apparent conflict between your self-interest and your duties and responsibilities as an employee, officer or director of Capitol Federal. Any position or interest, financial or otherwise, which could conflict with your performance as an employee, officer or director of Capitol Federal, or which affects or could reasonably be expected to affect your independence or judgment concerning transactions between Capitol Federal, its customers, suppliers or competitors or otherwise reflect negatively on Capitol Federal would be considered a conflict of interest. If a potential conflict of interest arises involving a related interest or party, you must immediately report the potential conflict to your immediate supervisor.
Capitol Federal has adopted a Confidentiality Policy which is in addition to this policy on Business Ethics and Standards of Conduct. In summary, nonpublic information regarding Capitol Federal or its businesses, employees, customers, and suppliers is confidential. As a Capitol Federal director, officer, or employee, you are trusted with confidential information. You are only to use such confidential information for the business purpose intended. You are not to share confidential information with anyone outside of Capitol Federal, including family and friends, or with other employees who do not need the information to carry out their duties. You may be required to sign a specific confidentiality agreement in the course of your employment/engagement with Capitol Federal. You remain under an obligation to keep all information confidential even if your employment/engagement with Capitol Federal ends.
Public and media communications on behalf of Capitol Federal must have prior clearance unless authorized by the Capitol Federal Business Continuity Plan.
Using confidential information about Capitol Federal or its businesses, directors, officers, employees, customers, consumers, or suppliers for personal benefit or disclosing such information to others outside your normal duties is prohibited.
A. Title 18 U.S. Code, Section 215, makes it a criminal offense for any Capitol Federal employee to corruptly:
- solicit for himself or herself or for a third party anything of value from anyone in return for any business, service or confidential information of Capitol Federal; or
- accept anything of value (other than normal authorized compensation) from anyone in connection with the business of Capitol Federal, either before or after a transaction is discussed or consummated.
B. Directors, officers, and employees are prohibited, except as outlined in Paragraph C from the following:
- Personally benefiting from opportunities that are discovered through the use of Capitol Federal property, contacts, information or position.
- Accepting employment or engaging in a business (including consulting or similar arrangements) that may conflict with the performance of your duties or Capitol Federal's interests.
- Soliciting, demanding, accepting or agreeing to accept anything of value or cash / cash equivalent item(s) from any person in conjunction with the performance of your employment or duties at Capitol Federal.
- Acting on behalf of Capitol Federal in any transaction in which you or your immediate family has a significant direct or indirect financial interest.
C. Receiving Gifts - There are certain limited situations in which you may accept a personal benefit from someone with whom you transact business, such as:
- You may accept a gift of nominal value with the exception of cash or a cash equivalent item(s), such as an advertising novelty, when it is customarily offered to others having a similar relationship with the customer or supplier. If you have any doubt about a particular situation, you should consult your manager.
If you are offered a gift or if a gift arrives at your home or office, which has more than a nominal value or which is not customarily offered to others, or is cash or cash equivalent item(s), tell your manager immediately. Appropriate arrangements will be made to return or dispose of what has been received, and the supplier or customer will be reminded or informed of Capitol Federal's gift policy.
- Accepting something of value if the benefit is available to the general public under the same conditions on which it is available to you.
D. Giving Gifts - There are certain limited situations in which you may give gifts.
- You may not give money or any gift to an executive, official, or employee of any supplier, customer, or any other organization if doing so would influence or could reasonably give the appearance of influencing the organization's relationship with Capitol Federal. You may, however, provide a gift of nominal value, such as a Capitol Federal advertising novelty, if it is not prohibited by law or the customers known business practices.
- Gifts from officers, employees, or directors to other officers, employees, or directors of Capitol Federal may be given when such gifts do not appear to divide the loyalty of the individual receiving the gifts or do not require reporting to the IRS under current deminimus rules. Such gifts must be preapproved by the Director of Human Resources.
E. Business Amenities
With management approval, you may give or accept customary business amenities, such as meals and entertainment, provided the expenses involved are kept at a reasonable level and are not prohibited by law or known customer business practices. Suppliers, including Capitol Federal, frequently find it appropriate to provide educational and executive briefings for customers. It is appropriate to provide or accept some services in connection with this type of activity, such as transportation, food, and lodging, if you have written management approval, who has been provided full disclosure of all relevant facts.
It is both unethical and illegal to buy, sell, trade or otherwise participate in transactions involving Capitol Federal common stock or other security while in possession of material information concerning Capitol Federal that has not been released to the general public, but which when released may have an impact on the market price of Capitol Federal common stock or other equity security. It is also unethical and illegal to buy, sell, trade or otherwise participate in transactions involving the common stock or other security of any other company while in possession of similar non-public material information concerning such company. Any questions concerning the propriety of participating in a Capitol Federal other company stock or other security transaction or the consideration of buying, selling or trading Capitol Federal or another financial institution’s stock should be directed to Investor Relations at (785) 270-6055 or the Corporate Secretary at (785) 235-1341.
Extensions of Credit and Personal Transactions
Capitol Federal may extend credit to any executive officer, director, or principal shareholder of Capitol Federal only on the same terms as those prevailing for comparable transactions with other persons or that may be available to bank employees generally as permitted by and in accordance with Regulation O of the board of Governors of the Federal Reserve System. All directors, officers and employees are expected to demonstrate the ability to properly manage their personal finances, particularly the use of credit.
Personal transactions are to be performed at arm’s length only and in such a manner that any similar customer transaction would be performed. Directors, officers, or employees are expressly prohibited from posting any transaction on their own accounts.
Outside Business Relationships
Before agreement to act as a director, officer, consultant, or advisor for any other business organization, you should notify your immediate supervisor.
Directors should disclose all new directorships or potential directorships to the Chairman of the Nominating Committee of the Board of Directors in order to avoid any conflicts of interest and to maintain independence.
Capitol Federal encourages civic, charitable, educational and political activities as long as they do not interfere with the performance of your duties at Capitol Federal. Before agreeing to participate in any civic, charitable, educational and political activities you should contact your immediate supervisor.
Employees who are considering outside employment should notify their manager or supervisor. Managers will review outside employment requests for personal conflicts of interest.
Each director, officer and employee should undertake to deal fairly with Capitol Federal's customers, suppliers, competitors, auditors, examiners, legal counsel, and employees. Additionally, no one should take advantage of another through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practices.
Employees must disclose prior to or at their time of hire the existence of any employment agreement, non-compete or non-solicitation agreement, confidentiality agreement or similar agreement with a former employer that in any way restricts or prohibits the performance of any duties or responsibilities of their positions with Capitol Federal. Copies of such agreements should be provided to Human Resources to permit evaluation of the agreement in light of the employee's position. In no event shall an employee use any trade secrets, proprietary information or other similar property, acquired in the course of his or her employment with another employer, in the performance of his or her duties for or on behalf of Capitol Federal.
Employees may serve as fiduciaries for members of their own families. With respect to any other person, employees should not seek or accept appointment to any fiduciary or co-fiduciary position without the written approval from the Director of Compliance Services. Due to the danger of customer misunderstandings, potential liability to Capitol Federal, its affiliate banks, or its employees, and inherent conflicts of interest, such approval will not normally be given.
Employees should not directly or indirectly accept bequests under a will or trust if such bequests have been made to them because of their employment with Capitol Federal.
Protection and Proper Use of Capitol Federal Property
All directors, officers, and employees should protect Capitol Federal's property and assets and ensure their efficient and proper use. Theft, carelessness and waste can directly impact Capitol Federal's profitability, reputation and success. Knowingly permitting Capitol Federal property (including customer information, data transmitted or stored electronically and computer resources) to be damaged, lost, or used in an unauthorized manner is strictly prohibited. Directors, officers, and employees may not use corporate, bank, or other official stationery for personal purposes.
Pre-Employment Background Checks
All applicants for employment will be asked to authorize a complete background check; including reference checks, verification of previous employment, verification of education, verification of licensure/certification if required, review of public records and a credit report will be obtained. Applicants who refuse to authorize Capitol Federal to complete the required background check will not be eligible for employment consideration.
All offers of employment will be contingent upon successful completion of the background check to be completed by the Federal Bureau of Investigation. The background check with the FBI will be initiated on the date of hire once the employee has been fingerprinted. In the event that an FBI background check reveals information which was not previously disclosed by the employee, Capitol Federal retains the right to terminate the individual's employment immediately.
Compliance with Laws, Rules and Regulations
This Code of Ethics is based on Capitol Federal's policy that all directors, officers, and employees comply with the laws and regulations governing banking and corporate activities. These laws and regulations include, but are not limited to Section 406 of the Sarbanes Oxley Act of 2002, federal and state laws and regulations, NASDAQ listing requirements, Securities and Exchange Commission rules and regulations, and other laws or regulations pertaining to savings banks and holding companies.
Certain Capitol Federal business units have policies and procedures governing topics covered by this Code of Ethics. These policies and procedures reflect the special requirements of these business units.
Reporting of Illegal or Unethical Behavior
This provision implements the whistle blowing provisions of the Sarbanes/Oxley Act of 2002. Capitol Federal recognizes that its customers must have faith and confidence in the honesty and character of its directors, officers and employees. In addition to the importance of maintaining customer confidence, there are specific laws that outline the actions Capitol Federal must take regarding any known, or suspected, crime involving the affairs of Capitol Federal. With regard to financial affairs, a bank must make a criminal referral in the case of any known, or suspected, theft, embezzlement, check/debit card kiting, misapplication or other defalcation involving bank funds or bank personnel in any amount.
Fraud is an element of business that can significantly affect the reputation and success of Capitol Federal. Capitol Federal requires its directors, officers, and employees to report to supervisors, managers or other appropriate personnel including the Audit Director any known or suspected criminal activity involving Capitol Federal or its employees.
If, during the course of employment, an employee becomes aware of any suspicious or unethical activity or behavior including concerns regarding questionable accounting or auditing matters, the employee must report the activity to appropriate personnel or utilitize the Ethics and Compliance Hotline: 1-877-888-0002. All calls to the Ethics and Compliance Hotline are anonymous and confidential. Capitol Federal utilizes an independent third party to receive hotline calls. Information received during each hotline call is reported to the Audit Committee Chair who ensures a complete investigation of all concerns.
Reporting the activity will not subject the employee to discipline absent filing of a knowingly false report.
Honest, candid, and complete information must be provided in all dealings with auditors, examiners, and legal counsel. Withholding critical information during an investigation will result in disciplinary action up to and including termination.
Administration and Waiver of Code of Ethics
This Code of Ethics shall be administered by the Capitol Federal Human Resources Department. The Code shall be monitored by the Director of Audit Services. Any questions or requests for further information on this Code of Ethics should be directed to the Human Resources or Audit Services departments.
All managers and direct supervisors are responsible for promptly reviewing this Code of Ethics with their subordinates each time a new revision of the Code of Ethics is published and with each new employee on the first day they report for duty. The Code of Ethics is also available on the Capitol Federal web site at: www.capfed.com.
Human Resources is responsible for obtaining a signed certificate from each new officer and employee ensuring the officer and employee has received, read, and understands the Code of Ethics and will comply with it. In addition, Human Resources is responsible for annually reaffirming this Code of Ethics with all officers and employees by obtaining a signed certificate that each officer and employee has received, read, and understands the Code of Ethics and will comply with it. The signed certificate is a condition of continued employment.
Capitol Federal Directors reaffirm compliance with the Code of Ethics by completing and signing the Statement as to Conflict of Interest and Bank Bribery Statute form during each regulatory examination. Directors, officers, and employees of Capitol Federal are expected to follow this Code of Ethics at all times. Generally, there should be no waivers to this Code of Ethics, however, in rare circumstances conflicts may arise that necessitate waivers. Waivers will only be considered by the independent members of the Board of Directors of Capitol Federal Savings. Any waiver and the grounds for such waiver by directors or executive officers shall be promptly disclosed to stockholders in the Capitol Federal Financial Inc.'s annual proxy statement.
Known or suspected violations of this Code of Ethics will be investigated and may result in disciplinary action up to and including immediate termination of employment. This policy will be available to the public through Capitol Federal's official website.