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We are committed to uncompromising integrity in all that we do and how
we relate to each other and to persons outside Huntington. The Code reflects
the values that define Huntington and the principle that we must strive
to avoid any circumstances that may give rise to even an appearance of
impropriety. All associates must comply with this Code. Members of the
Boards of Directors of Huntington and its affiliates are also bound by
this Code where applicable.
This Code of Business Conduct and Ethics covers a wide range of business
practices and procedures. It does not cover every issue that may arise,
but it sets out basic principles to guide all associates of Huntington.
If a law conflicts with a policy in this Code, you must comply with the
law; however, if a local custom or policy conflicts with this Code, you
must comply with the Code.
Those who violate the standards in this Code will be subject to disciplinary
action, including dismissal for cause. If you are in a situation which
you believe may violate or lead to a violation of this Code, follow the
guidelines described in Exhibit A of this Code.
1. Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation on which
Huntington's ethical standards are built. All associates must respect
and obey the laws of the cities, states and countries in which we operate.
Although not all associates are expected to know the details of these
laws, it is important to know enough to determine when to seek advice
from supervisors, managers or other appropriate personnel.
Common sense, good judgment, courtesy and respect for others are the best
guidelines when it comes to conduct.
All associates are required to be covered by Huntington's fidelity bond.
An associate may not continue employment if he or she becomes ineligible
for this coverage.
As a federally insured bank, Huntington is prohibited from employing an
individual who has been convicted of an offense involving dishonesty or
breach of trust. If an associate is charged with an offense involving
dishonesty, breach of trust or a serious impropriety, while employed at
Huntington, that associate may be suspended or terminated.
2. Conflicts of Interest
A “conflict of interest” exists when a person’s private
interest interferes in any way with the interests of Huntington. A conflict
situation can arise when an associate takes actions or has interests that
may make it difficult to perform his or her Huntington work objectively
and effectively. Conflicts of interest may also arise when an associate,
or member of his or her family, receives improper personal benefits as
a result of his or her position with Huntington.
If you have loan authority, you may not extend credit, or supervise
or direct others in the extension of credit, to relatives or to companies
in which you or a member of your immediate family (spouse, parent, child,
brother, sister, inlaw or any other person standing in a comparable
position) has an interest as director, officer, controlling person or
partner.
Except for services and benefits for which you are eligible as an
associate or director, you may not purchase or make use of any Huntington
property, service or profit opportunity not otherwise available to the
general public.
Because of potential conflicts, Huntington associates may not accept
an appointment as an officer or director of a for-profit business unless
Huntington’s Chief Executive Officer approves the appointment in
advance.
The best policy is to avoid any direct or indirect business connection
with our customers, suppliers or competitors, except on our behalf.
3. Insider Trading
Associates who have access to confidential information are not permitted
to use or share that information for stock trading purposes or for any
other personal purpose . All nonpublic information about Huntington should
be considered confidential information. To use nonpublic information for
personal financial benefit or to “tip” others who might make
an investment decision on the basis of this information is not only unethical
but also illegal. If you have any questions about the insider trading
restrictions, please consult the Legal Department.
4. Competition and Fair Dealing
We seek to outperform our competition fairly and honestly. We seek competitive
advantages through superior performance, never through unethical or illegal
business practices. Stealing proprietary information, possessing trade
secret information that was obtained without the owner’s consent,
or inducing such disclosures by past or present associates of other companies
is prohibited. Each associate should endeavor to respect the rights of
and deal fairly with Huntington’s customers, suppliers, competitors
and associates. No associate should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation
of material facts, or any other intentional unfair-dealing practice.
Except for bona fide loan syndications or other mutual ventures permitted
by law, you may not discuss or enter into arrangements with Huntington
competitors concerning interest rates, pricing, marketing or other aspects
of offering services to customers.
Participation in trade associations and other professional organizations
is encouraged for legitimate purposes, including the advocacy of policies
and governmental action favorable to Huntington’s interests.
Except for established pricing for packages of services, you may not extend
credit; lease, purchase or sell property; provide services; or vary interest
rates or prices on the condition that the customer:
Acquire some additional credit, property or service from Huntington
;
Provide some additional service to Huntington; or
Not obtain some other service from a competitor of Huntington.
5. Gifts and Entertainment
The Bank Bribery Amendments Act of 1985 forbids an associate from seeking
or accepting gifts or other forms of value, such as loans or other benefits,
with the intention of being influenced or rewarded in connection with
any business transactions. The laws can apply to the giver as well as
the receiver, and convictions can result in substantial fines and prison
terms.
To help you avoid potential violations or the appearance of impropriety,
Huntington has developed the following policies regarding gifts and entertainment.
Associates may accept entertainment when it is:
lawful and ethical;
infrequent; and
customary and reasonable in value.
Air travel and overnight accommodations may not be accepted in connection
with entertainment. If overnight accommodations are provided in connection
with entertainment, an associate may use the accommodations and reimburse
the host for the cost of the accommodations.
Associates occasionally may accept gifts of nominal value (generally valued
at less than $100), so long as the gift is lawful and ethical.
Gifts of greater than nominal value generally should be politely declined
and returned to the sender in a timely manner.
In exceptional circumstances, however, a gift of greater than nominal
value may be accepted if the gift meets the requirements listed above
and acceptance of the gift has been:
approved by the associate’s supervisor; and
reported to the General Counsel.
In the rare circumstance where it would be awkward to return a gift
received that would be in violation of this policy, the gift should be
handed over to the General Counsel for appropriate disposition.
Associates may never solicit, directly or indirectly, from any vendor,
supplier, or customer, current or potential, any entertainment or gifts.
Associates may not accept loans (except as private individuals from banks
or other financial institutions on terms generally available to the public)
or discounts (except those offered to associates of Huntington generally).
Associates may not give to or receive gifts of cash from other associates,
and they may not share bonus or incentive payments with other associates.
Associates may give each other non-monetary gifts of nominal value for
things such as extraordinary performance, unusual hours worked, or commonly
recognized events or occasions, such as weddings, holidays, or the birth
or adoption of a child.
Associates may accept reasonable business expenses such as meals, accommodations
or entertainment of reasonable value when the purpose is to hold bona
fide business discussions and the expense would be paid by Huntington
if not paid by another party.
The U.S. Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign
political candidates in order to obtain or retain business. It is strictly
prohibited to make illegal payments to government officials of any country.
In addition, the U.S. government has a number of laws and regulations
regarding business gratuities which may be accepted by U.S. government
personnel. The promise, offer or delivery to an official or associate
of the U.S. government of a gift, favor or other gratuity in violation
of these rules would not only violate Company policy but could also be
a criminal offense. State and local governments, as well as foreign governments,
may have similar rules. Huntington’s Legal Department can provide
guidance to you in this area.
If you are in doubt, disclose your situation to your supervisor or the
General Counsel and seek appropriate guidance.
6. Employment Discrimination, Harassment, and Hostile Behavior
Employment Discrimination. The diversity of Huntington’s associates
is a tremendous asset. We are firmly committed to providing equal opportunity
in all aspects of employment and will not tolerate any illegal discrimination
of any kind.
Harassment. It is Huntington’s policy to provide a professional,
safe, healthy and productive work environment, where all people are treated
with dignity and respect. Types of unlawful harassment include, but are
not limited to, sexual harassment and harassment on the basis of race,
gender, sexual orientation, national origin, disability, age and religion.
Harassment for any reason is strictly prohibited.
Hostile Behavior. As part of Huntington’s commitment to strive
to provide a professional, safe, healthy and productive work environment,
where all individuals are treated with dignity and respect, hostile behavior
is strictly prohibited in the workplace. Hostile behavior is verbal or
physical conduct that, in Huntington’s judgment, a reasonable person
would consider to be abusive, harassing, intimidating, disruptive, violent
or threatening to persons or property, or conduct that actually causes
harm to any person or property.
Additional Restrictions:
No benefits, privileges or right of employment or advancement may
be offered, given or denied to obtain any personal benefit or favor
from another Huntington person or applicant.
You may not divulge information in any personnel file to anyone,
unless the other person has a proper purpose and a need to know such
information.
You may not access information in an account or personnel file
unless the duties associated with your position require you to do
so.
7. Record-Keeping
Huntington requires honest and accurate recording and reporting of information
in order to make responsible business decisions.
Expense Reporting. Many associates regularly use business expense
accounts, which must be documented and recorded accurately. If you are
not sure whether a certain expense is legitimate, ask your supervisor
or your controller.
Reporting to Shareholders. Huntington is publicly owned. Information
about our financial position, results of operations and business affairs
is made available to the public from time to time for the benefit of investors.
For this reason, information must be kept accurately, and its disclosure
must be complete and made in a manner so that it is available to all investors
equally.
All entries to accounting records must be prepared accurately and
be consistent with the highest standards of accounting practice.
No incomplete, false or artificial entries may be made in any books
or records of Huntington.
All transactions must be properly documented, detailing all material
provisions.
No fund, asset or liability of Huntington may be concealed or hidden
by any means.
No payment on behalf of Huntington may be made with the understanding
that part or all of it will be used for any purpose other than as described
in the supporting documents.
In preparing shareholder communications, regulatory filings and other
reports concerning Huntington, you may be asked to furnish information
about your responsibilities with Huntington, your personal background,
your financial and business affairs and those of members of your immediate
family. You must respond in a timely and accurate way, and, where required
or permitted by law, you must be prepared to accept the public disclosure
of such matters.
Information properly requested by Huntington associates, counsel,
independent auditors and supervisory agencies should be furnished completely
and accurately.
Internal Communications. Exaggeration, derogatory remarks, guesswork,
or inappropriate characterizations of people and companies is not allowed
in business records and communications. This applies equally to e-mail,
internal memos, and formal reports. Records should always be retained
or destroyed according to Huntington’s record retention policies.
In accordance with those policies, in the event of litigation or governmental
investigation, please consult the Legal Department prior to the destruction
of any records.
8. Confidentiality
You must maintain the confidentiality of confidential information entrusted
to you by Huntington or its customers both while associated with Huntington
and afterwards, except when disclosure is authorized by the Legal Department
or required by law or regulations. Confidential information includes all
non-public information that might be of use to competitors, or harmful
to Huntington or its customers, if improperly disclosed.
This includes:
Any internal information concerning Huntington, such as its business
plans, financial information, billing information, sales figures, price
lists, general ledgers, balance sheets, marketing strategies, mailing
lists and data bases, information relating to existing or future products
and services, business partners, vendor or supplier contracts, analytical
configurations, consulting reports, site assessments and any other related
trade secret or confidential information;
Listing of existing or potential customer names, addresses or telephone
numbers or any financial or transaction statements of those customers
or potential customers;
Information that might impact the investment value or future value
of any business enterprise; and
Information about associate salary, incentive pay, employment dates,
job responsibilities or other personnel matters.
Associates responsible for trust investment decisions may not use information
collected or kept in connection with commercial banking transactions.
9. Waivers and Investigations
Any request for a waiver of any standard in this Code may be granted only
by an associate’s immediate supervisor. All personnel should be aware
that Huntington generally will not grant such waivers.
Waiver of this Code for executive officers or directors may be made only
by the Board of Directors or an appropriate committee thereof and will
be promptly disclosed as required by law or stock exchange regulation.
Government Investigations. Huntington will cooperate fully with
any governmental investigation. Any associate who reasonably believes
that a government investigation or inquiry may be threatened or under
consideration with respect to any of Huntington’s operations or practices
(including any outside such associate’s scope of responsibilities)
should so notify the Legal Department and provide the basis for such belief.
Routine dealings with the government, such as our tax audits and environmental
inspections, are not covered by this standard. Huntington may not always
be able to protect both its own interests and those of an associate, without
giving rise to a conflict of interest. In that case, the associate may
need his or her own counsel. Whether Huntington can pay for the associate’s
legal expenses will depend on legal or other restrictions and
the facts and circumstances of the matter.
Audits; Investigations; Disciplinary Action. Huntington will conduct
periodic audits of compliance with this Code. Allegations of potential
wrongdoing will be investigated by the proper corporate or departmental
personnel and will be reported, as appropriate, to the Board of Directors
(or an appropriate committee thereof) and to the relevant authorities.
Knowingly false accusations of misconduct will be subject to disciplinary
action. All associates are required to cooperate fully with any internal
or external investigation. Associates must also maintain the confidentiality
of any
investigation and related documentation, unless specifically authorized
by the Legal Department to disclose such information. Any person who takes
any action whatsoever in retaliation against any associate who has in
good faith raised any question or concern about compliance with this Code
will be subject to serious sanctions, which may include dismissal for
cause. Associates are reminded that Huntington’s document retention
policies strictly prohibit the destruction or alteration of documentation
undertaken with the intent to obstruct any pending or threatened investigation
or proceeding of any nature or in contemplation of a proceeding.
Where to Turn for Advice. Associates who have questions about this
Code of Business Conduct and Ethics should turn to their immediate supervisors
in the first instance. Huntington’s “open door” policy
gives associates the freedom to approach any member of management with
ethical questions or concerns without fear of retaliation. Huntington
has also established an Ethics Line, which can be accessed by telephone.
All associate communications made in good faith will be treated promptly
and professionally and without risk of retribution whatsoever.
10. Administration
This Code of Business Conduct and Ethics will be administered by the General
Counsel. Any questions and further information should be directed to this
department.
Huntington will make every effort possible to ensure the confidentiality
of the source of the information received on the Ethics Line. However,
to fulfill Huntington's responsibility to conduct a full and complete
investigation, disclosure of the source of the information to individuals
with a business need to know may be required.
EXHIBIT A
Compliance Procedures
We must all work to ensure prompt and consistent action against violations
of this Code. However, in some situations it is difficult to know right
from wrong. Since we cannot anticipate every situation that will arise,
it is important that we have a way to approach a new question or problem.
These are the steps to keep in mind:
Make sure you have all the facts. In order to reach the right
solutions, we must be as fully informed as possible.
Ask yourself: What specifically am I being asked to do? Does
it seem unethical or improper? This will enable you to focus on the
specific question you are faced with, and the alternatives you have.
Use your judgment and common sense; if something seems unethical or
improper, it probably is.
Discuss the problem with your supervisor. This is the basic
guidance for all situations. In many cases, your supervisor will be
more knowledgeable about the question, and will appreciate being brought
into the decision-making process. Remember that it is your supervisor’s
responsibility to help solve problems.
Seek help from Company resources. In the rare case where it
may not be appropriate to discuss an issue with your supervisor, or
where you do not feel comfortable approaching your supervisor with your
question, consider discussing it with the General Counsel. If that also
is not appropriate, call 866- 596-0677, Huntington’s toll-free
Ethics Line.
You may report ethical violations in confidence and without fear
of retaliation. If your situation requires that your identity be
kept secret, your anonymity will be protected. Huntington does not permit
retaliation of any kind against associates for good faith reports of
ethical violations.
Always ask first, act later: If you are unsure of what to
do in any situation, seek guidance before you act.
Equal Housing Lender.
®, Huntington®, and A bank invested in people®
are federally registered service marks of Huntington Bancshares Incorporated.
