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Bancorpsouth Code of Business Conduct and Ethics

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Bancorpsouth Code of Business Conduct and Ethics BancorpSouth Code of Business Conduct and Ethics Table of Contents I. Statement of Guiding Principles . .3 A. Making good decisions . 4 B. Fair dealing and responsibilities to customers. .4 C. Reporting certain conduct; Code complaints and possible violations. 5 D. Non-retaliation. .5 E. Observing the Code of Conduct and annual training. .. .5 F. Code waivers. 5 II. Conflicts of Interest . .. 6 A. Gifts and entertainment. .7 B. Information disclosure and dissemination.. 9 C. Outside business activities . .9 D. Political contributions and activities . .. 10 E. Vendors. .11 F. Anti-bribery and anti-corruption . .. 11 G. Compliance/Interactions with government employees . .11 III. Managing Risk Effectively . .12 IV. Fair and Honest Communications. .12 A. Responding to media inquiries. 12 B. Relations Team. .13 C. Duty to cooperate. .13 V. Safeguarding Information. .13 A. Customer information. .13 B. BancorpSouth information . 14 C. Employee information. 14 D. Vendor information. 15 E. Intellectual property of others. 15 VI. Protecting BancorpSouth Assets. .. 16 A. Personal Banking Transactions. 17 B. Business expenses. 17 C. Personal fees. .18 D. Financial condition. .18 E. Purchase of property from the company. 18 VII. Safe, Fair and Equal Treatment. 18 A. Diversity & Inclusion. .18 B. Discrimination and harassment. 18 C. Workplace safety and business continuity. .18 D. Special obligations of managers. .19 VIII. Respecting Laws and Regulations. .20 A. Anti-money laundering and economic sanctions. .20 B. Recordkeeping. .20 Code of Business Conduct and Ethics Policy – Revision 02 Page 1 IX. Misuse of Information. 21 A. Restrictions on trading in BancorpSouth securities . 21 B. Restrictions on trading in other securities or financial instruments. .22 X. Investing in Our Communities . .. 23 A. Corporate Social Responsibility. .23 B. Responsible business practices. .23 C. Strong economies. 23 D. Leadership & service. .23 E. Arts & culture. .23 F. Diversity & inclusion. ..23 Code of Business Conduct and Ethics Policy – Revision 02 Page 2 I. Statement of Guiding Principles BancorpSouth, Inc.1 is committed to the highest standards of ethical and professional conduct. The BancorpSouth Code of Business Conduct and Ethics (the “Code of Conduct” or the “Code”) provides basic guidelines of business practice, and professional and personal conduct that BancorpSouth directors, officers, and employees2 are expected to adopt and uphold. All employees are required to be familiar with this policy. The Chief Human Resource Officer has overall responsibility for this policy. The public judges BancorpSouth by our actions as employees. This Code is intended to guide our conduct to instill public trust and confidence as we demonstrate our commitment to the following principles: • We act ethically. • We manage risk effectively. • We are fair and honest in our communications. • We safeguard information. • We protect BancorpSouth assets. • We conduct our financial affairs responsibly. • We care about one another. • We respect laws and regulations. • We will not misuse information. • We value our communities. Your manager or compliance officer will provide you with access to manuals, policies, procedures and training related to your specific job. You should visit the Intranet to access learning content and refer to the Employee Handbook for additional information on employee conduct. The Company may publish additional policies as deemed necessary or appropriate. You are expected to follow the information in this Code, other policies referred to in this document, additional policies that apply to your specific job, and the spirit and letter of all laws and regulations. Violation of the Code of Conduct or these other policies, laws and regulations constitutes grounds for disciplinary action, including termination of employment and possible legal action. The 2015 Code of Conduct supersedes and replaces any prior communications, policies, rules, practices, standards and/or guidelines that are less restrictive or to the contrary, whether written or oral. To the extent there are any conflicts with the Employee Handbook, the language of this Code supersedes the 1 This policy applies to all employees of BancorpSouth, Inc., its subsidiaries and affiliates referred to in this Policy as, “BancorpSouth,” “Corporation,” and “Company”. For convenience, we use these terms because various companies within BancorpSouth use this Code of Conduct. The use of these terms here or in other publications does not mean you are an employee of BancorpSouth, Inc. Nothing in this booklet changes your existing at-will employee status. 2 The term “associate,” “employee,” “teammate,” or “you” refers to any BancorpSouth director, officer and employee. Code of Business Conduct and Ethics Policy – Revision 02 Page 3 Employee Handbook. If any provision of this Code conflicts with your local law, the provisions of your local law apply. A. Making good decisions Countless decisions are made every day at BancorpSouth. Every decision we make as an institution, and as employees, impacts not only the Company and our teammates, but our shareholders and communities as well. We all strive to make good decisions and to do the right thing. However, making decisions is not always easy. While in certain situations the right result is obvious and the decision can be made easily, in many situations the right result is less clear-cut or you may be facing time constraints or other business pressures. Regardless of the nature of a particular decision, keep the following in mind to help you make informed and thoughtful decisions: • Make sure you have the relevant facts. • Take into account relevant laws, rules, regulations and policies. • Consider competing interests. • Identify potential options and their consequences. • Uphold BancorpSouth values. B. Fair dealing and responsibilities to customers At BancorpSouth, we are expected to deal fairly with our customers, competitors, vendors and.
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