THIRD-PARTY CODE OF CONDUCT AND ETHICS
Valley National Bank, its subsidiaries (collectively “VNB”) are committed to upholding the highest standards of ethical and professional conduct and follow VNB’s internal Code of Conduct. This Third-Party Code of Conduct and Ethics (“Third-Party Code”) shall govern Third-party providers and their representatives (collectively “Vendor”) when dealing with VNB. VNB expects, at minimum, these standards of ethical and professional conduct of all Vendors of VNB. Vendor acknowledges that it shall hold itself at a minimum to the same level of ethical standards as set forth in this Third-Party Code . This Third-Party Code may change from time-to-time, and you agree to be bound by the most current version. The most current version can be found at: www.valleynationalbank.com.
Gifts and Fees
Vendor shall adhere to The Comprehensive Crime Control Act of 1984 which prohibits employees, officers, directors, agents, attorneys, and vendors from giving, seeking or accepting anything of value in connection with any transaction or business of the financial institution where there is intent to influence or reward the employee or agent of VNB including any corruption of said employee or agent. (Each VNB employee with a relationship with the Vendor as used herein is defined as “Relationship Manager”). VNB discourages Vendors from offering any gifts to Relationship Managers or any officer or employee of VNB.VNB recognizes that certain gift giving and offers of entertainment may occur without intent to influence or reward an officer or employee of VNB in connection with the business of the Vendor. Under no circumstances may a Vendor offer a VNB employee, officer or Relationship Manager anything of value or any other person associated with Vendor if there is a corrupt intent or is used to unduly influence and gain an unfair advantage.
Exceptions to the general prohibition of VNB accepting things of value from Vendor in connection with this Agreement may include:
- Awards and commendations given by charitable, civic, religious or similar organizations for personal contributions or achievement.
- Golf outings and similar sporting or non-sporting events held for charitable purposes where the charity receives a substantial portion of the proceeds. All events must be disclosed to VNB upon request.
- Gifts that are de-minimus in nature; in no event shall Vendor offer any gift to an employee or officer of VNB, without the gift being disclosed to VNB.
Bribes and Other Improper Payments
Vendor may not, either directly or indirectly, provide or receive funds or property to or from VNB for any unlawful or improper purpose. Vendor may not give bribes, kickbacks, promises, or anything of value to any person or entity, or accept anything of value from any person or entity to obtain or retain business. In addition, Vendor shall not make or receive any unlawful preferential extension of credit to or from any officer, director or principal shareholder of VNB.
Vendor must perform services and negotiate contracts based on objective business standards to avoid any real or perceived bribery or undue influence by the Vendor.
Vendor relationships must be conducted strictly on an arm’s length basis.
Vendor must conduct its business with VNB equitably. Neither an employee nor a director of Vendor may enter into, or imply that VNB will enter into arrangements with Vendor that appear to or actually violate applicable laws and regulations with regard to fair and open competition.
Further, VNB prohibits Vendor from taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
Buying or selling securities while in possession of material non-public information that Vendor acquires by virtue of Vendor’s relationship with VNB is strictly prohibited, as is the communication of that information to others, whether expressly or by way of making a recommendation for the purchase or sale of such securities based upon that information.
“Inside Information” is material, non-public information about the securities, activities, or financial condition of a corporation, public entity, or other issuer of securities. Material, non-public information concerning market developments may also be construed to be inside information.
Information is “material” if it could have an impact on the market price of securities involved or if it is likely that a reasonable investor would consider the information important in deciding whether to purchase or sell the securities.
Information should be considered “non-public” unless it is clearly public.
Unless the Agreement expressly permits it, Vendor may not make any public announcements about the Vendor’s services that are provided to VNB. This includes social media outlets. Vendor may not affirm or deny having an Agreement with VNB. Vendor must notify VNB, if not prohibited by law, if Vendor receives any subpoenas, regulatory requests, media inquiries, or other third-party request regarding VNB.
Vendor shall not circulate, post, distribute (on the Internet or otherwise) any photo or video taken on VNB premises or at work-related events. Unless the Agreement expressly permits it, Vendor will not use any form of social media to discuss any of VNB’s products or services.
VNB expects their Vendors to share their commitment to equal employment opportunity, and a safe and harassment free workplace. VNB’s Vendors shall conduct their employment practices in full compliance with all applicable laws and regulations in all of their operations.
In addition to any specific obligations under the Agreement, VNB and Vendor (as used in this section, “contractor and subcontractor”), shall to the extent applicable; contractor and subcontractor shall abide by the requirements of 41 CFR 60-300.5(a). This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans. To the extent applicable, this contractor and subcontractor shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities.
Vendor, as to the extent applicable, shall comply with the Agreement and all applicable laws and regulations governing the protection, use and disclosure of VNB proprietary, confidential and personal information. Most jurisdictions have regulations relating specifically to the privacy of individuals, including employees and customers. Vendor must be familiar with those regulations and policies that apply to them. Personal information should never be disclosed to anyone outside of VNB except as permitted by law and in the proper conduct of the VNB/Vendor business, where disclosure is required by legal process or proper VNB legal approval.
Vendor Representative’s Compliance
Vendor is required to generally educate its Representatives, including independent contractors, to ensure that they understand and comply with the spirit of the Third-Party Code. All such Representatives and independent contractors must provide VNB with adequate proof of insurance or be insured under Vendor’s insurance policy. Vendor shall use best efforts to secure insurance from Representatives and independent contractors. In addition, Vendor shall be solely responsible for any acts or actions of these Representatives or independent contractors.
Code of Conduct and Ethics Resources
A basic principle of VNB is integrity in all of its dealings. VNB requests that Vendor report any violations of the Third-Party Code to VNB. VNB will not tolerate any retribution or retaliation taken against any individual who has, in good faith, sought out advice or has reported questionable behavior or a possible violation. Contact information for reporting any violation as follows:
Peter Pellegrino - First Senior Vice President, Fraud & Ethics Officer
1460 Valley Road
Wayne, New Jersey 07470
Ethics Hotline 888-924-0206
Web - www.valleynationalbank.ethicspoint.com
US Mail - Valley National Bank P.O. Box 2331 Wayne, New Jersey 07470
Vendor shall not falsify any records related to Vendor’s provision of products or services to VNB. If Vendor maintains, manages or shares information (regardless of media type), Vendor, if provided with the record retention requirement by the Relationship Manager, must comply with VNB’s record retention policy for records created as a result of business activities conducted on behalf of VNB.
Vendor, as to the extent applicable, shall adhere to all privacy and confidentiality laws including but not limited to (i) Gramm-Leach Bliley Act, Title V, Subtitle A, Financial Privacy, 15 U.S.C. § 6801-6809, and related regulations and guidelines promulgated, from time to time, there under, (ii) Fair and Accurate Credit Transactions Act of 2003, 15 U.S.C. 1681 et seq., (“FACT”) and related regulations and guidelines promulgated, from time to time, there under, (iii) the New Jersey Identity Theft Prevention Act, N.J.S.A. 56:8-161, et seq. (the “NJ Identity Theft Prevention Act”); (iv) such other similar laws and regulations including applicable state laws enacted, and adopted from time to time, all as may be amended from time to time; and any other law, statute, rule or regulation promulgated by any government entity with oversight authority of VNB concerning the protection of VNB’s customers’ privacy and data security.
Governmental Access: The performance of activities by Vendors for VNB may be subject to VNB and governmental entities with oversight authority, including but not limited to the Office of the Comptroller of the Currency (OCC), Federal Reserve Bank of New York, and the Consumer Financial Protection Bureau for the examination oversight, including access to all work papers, drafts and other materials. Under certain circumstances the governmental entity may use its authority to examine Vendor to the same extent as if services were performed by VNB itself on its own premises.
Vendor’s Violation of Third-Party Code
If Vendor is found to be in violation of the Third-Party Code, VNB may determine the contract to be in default and terminate the relationship, and the Agreement. VNB may also require Vendor to reimburse VNB for any costs associated with the violation.
IN CLOSING, this Third-Party Code forms only part of the existing agreement between VNB and Vendor (“Agreement”). The balance of the terms, conditions, guidelines and processes are contained in the Agreement as amended from time to time. If a direct conflict exists between the Agreement and the Third-Party Code, the Agreement controls, except if the conflict relates to Vendor conduct, then this Third-Party Code controls.