John S. Stritzinger v. Christiana Trust, a Division of Wilmington Savings Fund Society, FSB ( 2016 )

ACCEPTED
03-16-00761-CV
13871917
THIRD COURT OF APPEALS
AUSTIN, TEXAS
11/18/2016 11:12:26 AM
JEFFREY D. KYLE
CLERK
RECEIVED IN
3rd COURT OF APPEALS
AUSTIN, TEXAS
11/18/2016 11:12:26 AM
JEFFREY D. KYLE
Clerk
2016 Code of Conduct
2016 Code of Conduct | Bank of America values 1
Across our businesses, Bank of America values
we’re committed to Our values
helping make financial Across our businesses, we’re committed to helping make financial lives better
lives better for our for our customers and clients through the power of every connection.
customers and clients Our values guide and inspire how we work together to serve our customers and
through the power of clients, our shareholders and each other, helping us realize our purpose. To do
this, we must:
every connection.
Deliver together
We believe in the importance of treating each customer, client and teammate
as an individual and treating every moment as one that matters. We strive to go
the distance to deliver with discipline and passion. We believe in connecting with
people person-to-person, with empathy and understanding. We believe everything
we do for customers, clients, teammates and the communities we serve is built
on a solid business foundation that delivers for shareholders.
Act responsibly
We believe that integrity and the disciplined management of risk form the
foundation of our business. We are aware that our decisions and actions affect
people’s lives every day. We believe in making decisions that are clear, fair and
grounded in the principles of shared success, responsible citizenship and
community building.
Realize the power of our people
We strive to help our employees reach their full potential. We believe that
diverse backgrounds and experiences make us stronger. We respect every
individual and value our differences — in thought, style, culture, ethnicity
and experience.
Trust the team
We believe that the best outcomes are achieved when people work together
across the entire company. We believe great teams are built on mutual trust,
shared ownership and accountability. We act as one company and believe when
we work together, we best meet the full needs of our customers and clients.
2016 Code of Conduct | Bank of America values Next | 2
Code of Conduct:
our foundation for success
To my teammates:
Every day, we strive to make financial lives better. As we help people,
businesses and institutions achieve their financial goals, it is important
that we always act responsibly — with honesty, integrity and fairness.
Based on our company’s values, the Code of Conduct is our guide to
putting those values into action. We are each required annually to
review, acknowledge and understand our Code of Conduct.
Thank you for upholding our ethical standards and commitment to our
values in all you do every day for our customers, clients, teammates
and communities.
Brian Moynihan
Chief Executive Officer
Bank of America
2016 Code of Conduct | Our foundation for success Next | 3
Introduction
Bank of America Corporation is committed to the highest standards of ethical and
professional conduct. The Bank of America Code of Conduct (the “Code of Conduct” or Notice to employees
the “Code”) provides basic guidelines of business practice and professional conduct that Nothing in this Code prohibits or limits any employee or their counsel from initiating
communications directly with, responding to any inquiry from, volunteering information to,
we are expected to adopt and uphold as Bank of America employees. or providing testimony before, the Securities and Exchange Commission, the Department of
Justice, Financial Industry Regulatory Authority, Inc., any other self-regulatory organization
To instill public trust and confidence, this Code is intended to guide our conduct and or any other governmental, law enforcement, or regulatory authority, in connection with any
illustrate how we live our values as individuals and as a team. reporting of, investigation into, or proceeding regarding suspected violations of law, and no
employee is required to advise or seek permission from the Company before engaging in any
The Code of Conduct contains the following key themes consistent with our values: such activity. In connection with any such activity permitted above, employees should identify
any information that is confidential and ask the government agency for confidential treatment
We honor our Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 of such information. Despite the foregoing, employees are not permitted to reveal to any
third party, including any governmental, law enforcement, or regulatory authority, information
We act ethically. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 employee came to learn during the course of employee’s employment with the Company
that is protected from disclosure by any applicable privilege, including but not limited to
We manage risk effectively. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 the attorney-client privilege, attorney work product doctrine and/or other applicable legal
privileges. The Company does not waive any applicable privileges or the right to continue to
We are fair and honest in our communications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 protect its privileged attorney-client information, attorney work product, and other privileged
information. Additionally, employees recognize that employee’s ability to disclose information
We safeguard information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 may be limited or prohibited by applicable law and the Company does not consent to
disclosures that would violate applicable law. Such applicable laws include, without limitation,
We protect Bank of America assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
laws and regulations restricting disclosure of confidential supervisory information or
We conduct our financial affairs responsibly. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 disclosures subject to the Bank Secrecy Act (31 U.S.C. §§ 5311-5330), including information
that would reveal the existence or contemplated filing of a suspicious activity report.
We value each and every teammate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Confidential supervisory information includes any information or materials relating to the
examination and supervision of the Company by applicable bank regulatory agencies,
We respect laws and regulations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Company materials responding to or referencing non-public information relating to
We will not misuse information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 examinations or supervision by bank regulatory agencies, and correspondence to or from
applicable banking regulators.
We invest in our communities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
The terms “Bank of America,” “the Bank,” “the Company,” “corporation” and “company” refer to
Your manager or compliance officer will provide you with access to any manuals, policies, Bank of America Corporation and its direct and indirect subsidiaries. For convenience, we use these
procedures and training related to your specific job. You should visit HR Connect to terms because various companies within Bank of America use this document. The use of these
terms here or in other publications does not mean you are an employee of Bank of America
access learning content and refer to the Employee Handbook for additional information Corporation. The use of these terms or issuance of this document does not change your existing
on employee conduct. at-will employee status. Employees remain employed at will, and the at-will employment relationship
can only be changed by an authorized company representative in writing. Similarly, the use of these
The corporation may publish additional policies as deemed necessary or appropriate. terms or the requirement to read and adhere to this Code does not change the employment status
of the employees of the Company’s third parties or contractors.
You are expected to follow this Code, other policies referred to in the Code, additional The term “associate,” “employee,” “teammate” or “you” refers to any Bank of America director, officer
policies that apply to your specific job, and the spirit and letter of all laws and regulations. or employee.
The 2016 Code of Conduct supersedes and replaces any prior communications, policies, rules,
Violation of the Code of Conduct or other policies, procedures, laws and regulations practices, standards and/or guidelines that are less restrictive or to the contrary, whether written or
constitutes grounds for disciplinary action, including termination of employment and oral. To the extent there are any conflicts with the Employee Handbook, the language of this Code
supersedes the Employee Handbook.
possible legal action.
If any provision of this Code conflicts with your local law, the provisions of your local law apply.
2016 Code of Conduct | Introduction 4
We honor our Code
Making good decisions
Countless decisions are made every day at Bank of America. Every decision we
make as an institution and as employees impacts not only the corporation 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 or other business pressures. Regardless of the nature
of a particular decision, keep the following in mind to help you make informed,
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 Bank of America values.
Fair dealing and responsibilities to customers
At Bank of America, we are expected to deal fairly with our customers,
competitors and third parties.
• You should not take unfair advantage of any customers, competitors or
third parties through manipulation, concealment, misuse of proprietary and
confidential information, knowingly false misrepresentation of facts or any
other unfair business practice.
• You must not give or accept bribes, kickbacks, promises or preferential
Every decision we make as an extensions of credit.
institution and as employees • You must approve or award orders, contracts and commitments based on
impacts not only the corporation objective business standards to avoid favoritism or perceived favoritism.
and our teammates, but our • You must not conspire or collude in any way with competitors.
shareholders and communities
as well.
2016 Code of Conduct | We honor our Code Next | 5
Reporting certain conduct —
Code complaints and possible violations If you have any questions or concerns regarding the Code of Conduct:
Bank of America can be held criminally liable if one of its employees or • Consult your manager or compliance officer.
agents commits certain crimes. Subject to the Notice to Employees
• Refer to the Global Compliance website for additional
in this Code, you must promptly report any knowledge or information
information and compliance contacts.
about conduct by another employee or agent of the corporation that you
reasonably believe to be: To report complaints or possible violations regarding ethical
issues or other inappropriate activity, call the Ethics and
• A crime
Compliance Hotline:
• A violation of law or regulation or policy
• Employees in the U.S., Canada, Puerto Rico and U.S. Virgin Islands call toll-free
• A dishonest act, including misappropriation of funds or anything of 1.888.411.1744 or submit a report online at reportlineweb.com/bankofamerica
value from Bank of America, or the improper recording of corporation’s
• For other international employees, toll-free dialing instructions will vary by
assets or liabilities
location. Please see the Ethics and Compliance Hotline International Dialing
You also must report any other circumstances or activities that may Instructions for details. International employees may submit a report online at
conflict with the Code of Conduct. reportlineweb.com/bankofamericainternational
Complaints or possible violations can be submitted anonymously and in complete
confidence. However, because of strict data privacy laws, particularly in the European
Union, employees working outside the U.S. may be subject to certain limitations on
reporting to the Ethics and Compliance Hotline. If you are outside the U.S., consult
your local policies and procedures on reporting, or contact your local human resources
Bank of America takes claims of retaliation or compliance department, and they will be able to advise on the rules applicable to
seriously. We will investigate allegations of you and appropriate local reporting channels.
retaliation, and anyone found responsible Bank of America will not retaliate, and prohibits all employees from retaliating,
for retaliating against an employee who against any employee who in good faith reports suspected unethical conduct,
reported to the Ethics and Compliance violations of laws, regulations or Company policies.
Hotline is subject to disciplinary action, up
Please review special consideration for EMEA employees, contractors and
to and including termination of employment
other workers for more information.
and possible legal action.
For individuals in the U.K., concerns of inappropriate activity by the bank or its
employees can be reported directly to the Financial Conduct Authority (FCA)
or the Prudential Regulation Authority (PRA). Reporting to the FCA/PRA is not
conditional on a report first being made internally. It is possible to report internally
and to the FCA/PRA (simultaneously or consecutively). For more information, please
refer to the UK Whistle-blowing Policy.
2016 Code of Conduct | We honor our Code Next | 6
The Ethics Oversight Committee resolves issues regarding the Code of Conduct, Managers have additional obligations to do the following:
including potential violations and certain exceptions, and reviews information from • Lead by example: actively practice ethical behavior, manage risks in accordance with
the Ethics and Compliance Hotline. The committee includes the corporation’s the Company’s Risk Framework and live the standards of our Code and our values.
general auditor, general counsel, global risk executive, global compliance executive
• Hold others accountable for acting in accordance with our values, our Code and our
and global human resources executive.
Risk Framework.
Non-retaliation • Make sure that teammates are aware of our Code and related policies and procedures.
Bank of America values clear and open communications, and respects the • Maintain a workplace environment that encourages candid discussions about ethics
contributions of all employees. You will not be retaliated against for reporting issues with no fear of reprisal.
information, in good faith and in accordance with this Code, that you reasonably
• Refrain from conduct that could be considered an abuse of your position or influence
believe relates to possible misconduct, unethical acts and/or securities law
(for example, improperly pressure teammates for personal benefit or activities).
violations. Retaliatory conduct includes discharge, demotion, suspension, threats,
harassment, and any other manner of discrimination in the terms and conditions • Treat all employee reports and ethics complaints confidentially and consistently follow
of employment because of any lawful act you may have performed in connection Company policies and procedures for handling them.
with such reporting.
Observing the Code of Conduct and annual training
As a Bank of America employee, you are required to agree to observe the Code of
Conduct and take Code of Conduct training, which includes an acknowledgment, Q: As a manager, how can I promote ethical behavior?
on an annual basis. A: First and foremost, lead by example. Include discussions
about workplace ethics in team meetings. Allow team
Code waivers
members to feel comfortable asking questions when they
The board of directors must approve any waiver of the Code of Conduct for the have concerns. Remind employees that they will not be
chief executive officer, the chief financial officer, the chief accounting officer and retaliated against for reporting information in good faith
any executive officer or director. The corporation will promptly disclose any such and in accordance with this Code.
waiver on its website or through a press release or other public filing as required
by applicable law, rule or regulation.
Special obligations of managers
We all are responsible for abiding by the Code; reporting known or suspected
violations of the Code, laws, rules, regulations, policies or procedures; questioning
business practices that may contradict or violate our Code; and cooperating in
investigations of potential violations.
2016 Code of Conduct | We honor our Code Back to Introduction | 7
We act ethically
At Bank of America, integrity is required and employees are expected to be
honest, ethical and trustworthy.
Conflicts of interest
Bank of America faces actual, potential and perceived conflicts of interest on a
regular basis during the normal course of business. The Code of Conduct provides
basic guidelines of ethical business practices, management of conflicts of interest,
and conduct that we are expected to adopt and uphold as Bank of America
employees or as individuals performing duties and assignments on behalf of the
Company through third party relationships.
For purposes of this Code, family member includes spouse or domestic partner, child
(including by adoption), parent, grandparent, grandchild, cousin, aunt, uncle, sibling,
parent-in-law, brother-in-law or sister-in-law of the employee or the employee’s
spouse or domestic partner, as well as step relationships of the foregoing.
What is a conflict of interest?
Conflicts of interest may occur when:
• Personal business or financial interests or activities compete or interfere — or
even appear to compete or interfere — with your obligations to the corporation,
its shareholders or customers.
• The interests of two or more of the corporation’s customers conflict, potentially
giving rise to a material risk of damage to the interest of one or both of
the customers.
• The corporation’s interests conflict with those of its customers. At Bank of America,
Conflicts of interest also arise when you or your family members receive integrity is required
improper personal benefits, products, services or preferential treatment as a and employees are
result of your position, or the position of a family member, in the corporation.
expected to be honest,
Such situations might interfere with your judgment or ability to properly fulfill your
ethical and trustworthy.
responsibilities on behalf of Bank of America, its customers or its shareholders.
You are responsible for identifying and managing actual or perceived conflicts
in accordance with applicable regulatory requirements and Bank of America
policies, including this Code.
2016 Code of Conduct | We act ethically Next | 8
It is impossible to define every action that could be reasonably interpreted as a Gifts and entertainment
conflict of interest. This section defines several potential conflicts of interest as Providing gifts, including promotional items and entertainment, is often customary in
examples of which you must be aware: the financial services industry; however, many jurisdictions have rules that regulate
• Gifts and entertainment these activities. You must adhere to such rules to avoid impropriety or the appearance
• Gifts among employees of impropriety that could expose Bank of America to civil or criminal liability or
• Information disclosure and dissemination threaten the public’s trust in Bank of America.
• Outside business activities A conflict of interest may arise when you provide or receive gifts or entertainment to
• Political contributions and activities or from clients, prospects or third parties. Such activities must be legal, and should
• Third parties not be frequent or extravagant.
• Anti-bribery and anti-corruption
You must not provide or accept entertainment to or from current or prospective
• Interactions with government employees
customers or third parties unless it is for a valid business purpose, provides an
Some general considerations for identifying potential conflicts of interest: opportunity for a meaningful business conversation and is otherwise in conformance
• 
Perception: Could the activity or transaction be perceived as a potential with our enterprise and local policies and the Anti-Bribery/Anti-Corruption Policy.
conflict by others? Before entertaining or giving any item of value to a government employee, you
• 
Intent: Is the offer or request an attempt to influence the recipient’s or must confirm your requirements under applicable policies and procedures, which may
your judgment? include obtaining pre-approval from your manager and your compliance officer.
• 
Impact: Will the Company, its shareholders or its customers be disadvantaged You must not give or receive gifts of cash or cash equivalent instruments to or from
without legitimate reason if you participate in the activity or transaction? current or prospective customers or third parties, unless given as part of, and in
compliance with, an approved Bank of America customer satisfaction program.
• 
Objectivity: Will participation in the activity or transaction affect a customer’s or
your judgment or your ability to be objective with regard to any business decision? These restrictions are not intended to apply to gifts or entertainment based on family
relationships where the circumstances make it clear that it is the relationship — rather
• 
Time considerations: Will the time required by the outside business activity than Bank of America’s business — that is the motivating factor for giving the gift.
interfere with your ability to effectively carry out your job responsibilities to the
Company, its shareholders or its customers? Based on industry laws and regulations, and particularly for employees in certain
businesses, your gift and entertainment activities may be restricted to specific
Steps to take if you think a conflict of interest may exist: dollar limits or subject to certain pre-approval thresholds. Specific tracking and
• Seek counsel through your manager or your primary compliance or risk officer. reporting requirements may also apply. Please confirm your obligations with your
compliance officer and refer to the Anti-Bribery/Anti-Corruption Policy for
• Employees in the U.S., Canada, Puerto Rico and U.S. Virgin Islands
specific requirements.
also may call toll-free 1.888.411.1744 or submit a report online at
reportlineweb.com/bankofamerica.
• For other international employees, toll-free dialing instructions will vary by location. You must not provide or accept entertainment to or from
Please see the Ethics and Compliance Hotline International Dialing Instructions current or prospective customers or third parties unless it is
and “Reporting certain conduct; Code complaints and possible violations” section for a valid business purpose, provides an opportunity for a
of this Code for details. International employees may submit a report online at meaningful business conversation and is otherwise in
reportlineweb.com/bankofamericainternational. conformance with our enterprise and local policies and the
Anti-Bribery/Anti-Corruption Policy.
2016 Code of Conduct | We act ethically Next | 9
Gifts among employees
Q: I would like to work part time on the weekends at a local department
A conflict of interest may arise when you provide or receive gifts to or from another
store to make extra money for the holidays. Is this a conflict?
employee, and especially when gifts are exchanged among employees in the same
reporting line or in positions of influence. A: Before starting a second job, you must obtain your manager’s approval and
inform compliance. The second job must not interfere in any way with your job
You must not give or receive gifts to or from another employee that may create a
performance at the Company.
real or perceived conflict of interest. Additionally, gifts must not be used as a form
of compensation or reward for job performance. Q: I’ve been asked to serve on the board of a local non-profit organization.
Note that you may provide gifts in connection with life events (for example, weddings, Do I need to report this?
birthdays, births, etc.) where the circumstances make it clear that it is the life A: You must obtain approval from your manager before serving on a board of an
event — rather than Bank of America’s employment relationships — that is the organization, whether a for-profit or a non-profit entity. Additional approval and
motivating factor for giving the gift. reporting may also be required. For additional information and guidance, please
Under all circumstances, employees must exercise good judgment to ensure that visit the Outside Business Activities website.
any gift is reasonable for the occasion, is not lavish or frequent, does not create any
appearance of impropriety, and could not be perceived to be compensation.
Information disclosure and dissemination
A conflict of interest may arise if you make certain types of information public. Outside business activities
Subject to the Notice to Employees in this Code, you must not disclose or A conflict of interest may arise from activities, employment or other relationships
disseminate to the public, except as part of your job responsibilities, proprietary and outside your role with Bank of America.
confidential Company information, including such information regarding customers, You must not act on behalf of or appear to represent the corporation in any business
employees, third parties, market conditions or business events, and employee transaction outside your role and responsibilities with Bank of America. Inform your
information learned in the course of your work. Even if you inadvertently or manager and obtain all required approvals before you:
accidentally share or disclose such information, a conflict of interest may arise. • Pursue additional employment outside Bank of America
• Engage in an independent business venture
• Perform services for another business organization
• Run for or accept appointment to any political office
You must not misuse Bank of America resources while pursuing such outside business
activities and relationships (including but not limited to physical space, supplies,
communications methods or time) or allow any outside business, civic or charitable
activities to interfere with your job performance. Bank of America generally discourages
employees from serving on a board of a for-profit organization in a personal capacity,
particularly the board of a public company, and other approvals are required. For
more information, and to disclose your involvement in an outside business activity or
outside directorship, please visit the Outside Business Activities website.
2016 Code of Conduct | We act ethically Next | 10
Anti-bribery and anti-corruption
You are expected to comply with the U.S. Foreign Corrupt Practices Act, the U.K.
Bribery Act, as well as all other anti-bribery and anti-corruption laws whenever and
Q: I am interested in running for a local office. wherever you conduct business on behalf of Bank of America. You may not give,
Because I am not sure if I will win, can I wait promise or offer money or anything of value, or authorize any third party working on
until after the election to get my manager’s behalf of Bank of America to give, promise or offer anything of value including but
approval to serve in that position? not limited to currency, offers of employment, lavish gifts and entertainment to any
customer, government employee or any other person for the purpose of improperly
A: No. You must obtain the approval of your manager influencing a decision, securing an advantage, avoiding a disadvantage or obtaining
and compliance before running for or accepting or retaining business. If you engage in such behavior, you expose yourself and the
appointment to any political office. corporation to potential civil and/or criminal liability and significant reputational
harm, and undermine the trust of our customers, shareholders and communities.
For more information, visit the Anti-Bribery and Anti-Corruption website.
Political contributions and activities Interactions with government employees
In general, you may make personal political contributions, within applicable legal Interactions with government entities and their employees may
limits, to candidates, parties, committees, and other entities that make political expose the corporation and its employees to a myriad of public policy,
expenditures. Because of industry regulations and state or local laws, employees of legal and compliance concerns. Prior to these contacts, you must
particular businesses or employees with certain coverage responsibilities may be confirm with your compliance officer if there are any limitations or
restricted from making some political contributions or engaging in certain political requirements that apply to your contact (for example, limits on gifts
activities. Please confirm with your compliance officer and refer to the Anti-Bribery/ and entertainment, requirement to register as a lobbyist).
Anti-Corruption Policy if you are subject to such limitations and any pre-clearance You are expected to be particularly vigilant when interacting with government
requirements prior to making or soliciting others to make political contributions or employees and must not engage in behavior that could be seen as being intended
otherwise engaging in political activities. Employee political contributions are made to improperly influence a Bank of America business relationship.
in your own personal capacity and are not reimbursable.
You must not offer, give or promise to give money or anything of value to any
Under no circumstance may you coerce or pressure other employees to make executive, official or employee of any government, agency, state-owned or controlled
political contributions. Employees may not engage in or make use of any Company enterprise, political party or candidate for political office if it could be seen as being
assets or personnel to engage in political fundraising or solicitation activities for intended to influence a Bank of America business relationship. You must be sensitive
their own political interests on Company premises. to those situations or circumstances that could create an appearance of impropriety
For more information, visit the U.S. Employee Political Activities website. or potential conflict of interest, or raise bribery or corruption concerns.
Third parties Nothing in this section is intended to prohibit employees from filing a complaint with
governmental agencies such as the Securities and Exchange Commission (SEC), the
A conflict of interest may arise from relationships with third parties or other service Financial Industry Regulatory Authority, Inc. (FINRA), the National Labor Relations
providers. If you are authorized to approve or award orders, contracts, commitments Board (NLRB), the Occupational Safety and Health Administration (OSHA), and similar
or engagements to third parties of goods or services, you must do so based on regulatory entities. Refer to the Notice to Employees in this Code for further guidance.
objective business standards to avoid any real or perceived favoritism.
2016 Code of Conduct | We act ethically Back to Introduction | 11
Individual accountability is at the heart of our We manage risk effectively
risk culture — this means that each employee Bank of America is in the business of taking risks. You are
is responsible for understanding and complying responsible for understanding what risks impact the Company,
managing those risks and ensuring an appropriate risk/reward
with all applicable policies, completing all balance. The Company must practice effective risk management
mandatory risk-related training, and for using regardless of whether the Company performs the activity
his or her judgment to manage risk in their internally or through a third party. The Company’s use of third parties does not
daily business activities. diminish the responsibility to ensure that the activity is performed in a safe and
sound manner and in compliance with applicable laws.
Individual accountability is at the heart of our risk culture — this means that
each employee is responsible for understanding and complying with all applicable
policies, completing all mandatory risk-related training, and for using his or her
judgment to manage risk in their daily business activities. We are all accountable
for identifying and debating risk-related issues, escalating concerns, taking a stand
and making sound judgments about the risk/reward trade-offs of business decisions.
You should take an open, candid and fact-based approach to discussing risks,
making all relevant facts and information available so the Company can consider
all possible options and make decisions. You also are responsible for promptly
communicating and escalating matters to management that may cause risk or
potential harm to the Company, such as operational problems, policy violations,
illegal activities or other risks. Always act to protect the Company and the
interests of shareholders. For more information, please refer to the Risk
Framework.
2016 Code of Conduct | We manage risk effectively Back to Introduction | 12
We are fair and honest in our
communications
Responding to media inquiries
We work to both advance and protect the Bank of America brand through engagement
with the news media as part of our larger marketing, communications, public policy and
corporate affairs activities. It is the Company’s policy that only employees designated by
Bank of America’s Media Relations staff are authorized to speak with the media as spokes-
person for and on behalf of the Company. If you are contacted or approached by a reporter
or member of the media and asked to speak on behalf of the Company, you should direct the
reporter to Bank of America Media Relations. Employees who anticipate speaking or
otherwise communicating with the media on behalf of the Company are required to
comply with applicable line of business specific policies and procedures and obtain
approval from a member of the Media Relations staff prior to engaging in any media
(including social media), public relations or communication(s).
You must refer all contacts and requests received from the media for comment on behalf
of the Company to Media Relations. This includes requests for information or comments
on behalf of the Company about company business, plans, organizational or administra-
tive matters, results of operations, or information about the Company’s performance to
Media Relations. This also includes requests for comments or information on behalf of
the Company either on an “on-the-record” or “off-the-record,” or “background” basis. This
also prohibits employees on behalf of the Company from giving members of the media
access to or a summary of Company confidential or proprietary information, such as
internal conference calls, webcasts, internal emails or other written materials or presenta-
tions, without prior involvement and approval of the Media Relations Team.
These policies are not intended to infringe upon or violate rights protected under applicable
We work to advance and protect the
employment, securities, or other applicable laws, rules and regulations. However, whether Bank of America brand through engagement
speaking on behalf of themselves or the Company, employees may not disclose proprietary with the news media as part of our larger
and confidential information learned in the course of one’s work (such as salary marketing, communications, public policy
information about others learned in the course of your employment with the Company)
or any confidential customer or client information, except as specifically provided in the
and corporate affairs activities.
Company’s policies or as described in the Notice to Employees in this Code.
Failure to comply with this section of the Code of Conduct constitutes grounds for
disciplinary action up to, and including, termination of employment.
2016 Code of Conduct | We are fair and honest in our communications Next | 13
Electronic communications and social media Duty to cooperate
Bank of America recognizes that, when used properly, electronic communications You must fully and truthfully cooperate with any internal or external investigation or
and social media can positively impact our customers’ experience. Enhancements in audit, or any regulatory examination or request for information. You need to be aware
electronic communications help employees save time and improve overall business of and comply with any applicable business-specific policies and procedures regard-
efficiency. Electronic communications are an important part of how Bank of America ing contact with regulators, which among other things, may require you to report
does business. Adhering to this section of the Code builds and preserves customer such contact to either your manager and/or compliance officer. Additionally, you
trust, protects our brand, minimizes risk (reputational, regulatory, litigation) and must immediately inform your manager if you are the subject of an external investi-
maximizes the appropriate use of electronic communications and social media by gation unless laws, regulations or the investigating authority prohibit you
employees to help drive Bank of America businesses in a compliant manner. from doing so.
During their non-work time, associates are permitted personal use of the internet,
email and any other of the Company’s electronic tools. Bank of America may monitor
and inspect all associate use of these resources to ensure productivity is not
negatively impacted, maintain the integrity of the systems
(such as monitoring for the introduction of malware or high
volume) and avoid activities that may give rise to Company
liability (such as claims of unlawful harassment or conduct).
Employee and/or authorized user behavior in all electronic
communications and social media (both internal and external usage) must adhere to
the standards of this Code and in the Employee Handbook, as applicable.
We are all accountable to:
All electronic communications sent over the Company’s systems and/or to or from
• Think independently
Company-issued devices or Company permissible devices when those devices are
connected to the Company’s network, tools and applications, including communications • Take a stand
via social media, are, to the fullest extent permissible by law, subject to monitoring • Actively escalate issues
and retention by or on behalf of Bank of America. In the United States and other • Assume personal accountability
countries, where permissible, based on local laws and regulations, as applicable, • Take action
employees should have no expectation of privacy with respect to electronic
communications that are transmitted or stored on systems, platforms, hardware or
software that are controlled by the Company or that are publicly available, including
any publicly available social media, whether or not controlled by the Company. For
questions regarding local laws and restrictions, employees should contact their local
compliance officer or legal department.
2016 Code of Conduct | We are fair and honest in our communications Back to Introduction | 14
We safeguard information
Except as permitted by applicable Company policies, and subject
to the Notice to Employees in this Code, we must keep the
following information confidential and secure:
Customer information
You must not access customer information or use customer
information except for appropriate business purposes and must protect the
confidentiality and security of customer information.
You should be familiar with, and handle customer information in accordance
with, Bank of America’s privacy notices, which detail our commitment to privacy
and information protection, and internal privacy and information security policies
and standards. You should also be familiar with the “need to know” policy for
material, nonpublic information and certain other confidential information
related to our corporate clients.
Any assets you create for Bank of America or while using
Bank of America resources are the corporation’s property,
and remain its property even if you leave Bank of America.
Bank of America has guidelines with which you should be familiar
to ensure the protection of intellectual property, records and
other information. Please visit the following websites:
• Intellectual Capital & Property
• Records Management
• Unsolicited Ideas Guidelines
We must keep the following confidential and For more information, including guidance on different classifications of data,
secure: customer information, Bank of America please visit the Information Security website and the Privacy website and
read the Information Security Policy and Information Wall Policy.
information, employee information, third party
information, intellectual property of others and
corporate opportunities.
2016 Code of Conduct | We safeguard information Next | 15
Bank of America information Intellectual property of others
Subject to the Notice to Employees in this Code, you must keep secure and not We respect the intellectual property rights of others. Employees must not obtain or
disclose nonpublic information about Bank of America such as business plans, use the intellectual property of others in violation of confidentiality obligations or
market conditions and third party information. Such information should only be law. The use, sale or other distribution of intellectual property in violation of license
shared within the corporation with other employees who “need to know” the agreements or intellectual property laws is prohibited. Additional information is
information to perform their duties. Consult your manager if you have questions available on the Intellectual Capital & Property website.
about sharing information about Bank of America on a “need to know” basis.
Corporate opportunities
Employee information You must not deprive the corporation of an opportunity by:
As part of the Company’s commitment to protect employee information, • Competing with the corporation or using corporate property, information or your
Bank of America has processes and controls in place to govern the use, transmission, position for personal gain
sharing, storage, disclosure, transfer, security, accuracy, and access to employee
• Taking for yourself an opportunity that belongs to the corporation, or helping others
information globally. The U.S. Employee Privacy Policy establishes requirements
do so, if they are in a position to divert a corporate opportunity for their own benefit
for how employees, managers and third parties must treat U.S. employee
information. Outside the U.S., country specific Data Protection Notices (DPNs) are
in place, which can be provided by your local HR partner or compliance officer.
Third party information
You must keep confidential and secure any information about the corporation’s
purchase of products or services. Sharing this information with the wrong source
could provide an improper advantage to the third party or its competitors and
violates agreements Bank of America has with third parties. In some instances, it
also might violate the “need to know” policy for material, nonpublic information. For
more information, please visit the Third Party Management website.
For more information on privacy, visit the Privacy website. The
Information Security website contains helpful information
about confidentiality and information security at Bank of America.
The “We will not misuse information” section of this Code of
Conduct explains the prohibitions on misuse of material,
nonpublic information as outlined in the Information Wall
Policy, as well as relevant line of business specific policies.
2016 Code of Conduct | We safeguard information Back to Introduction | 16
We protect Bank of America assets
We must properly care for and protect Bank of America property and assets,
which should be used for legitimate business purposes only.
You must not:
• Steal, embezzle or misappropriate money, funds or anything of value from
Bank of America. Doing so subjects you to potential disciplinary action,
according to the law and Bank of America policy.
• Use Bank of America assets for personal gain or advantage
• Remove Bank of America assets from the facilities unless you have your
manager’s approval
• Use official Bank of America stationery, the corporate brand, documents or
the Bank of America name for commercial gain We must properly
• Misuse your internet, phone or email privileges. During their non-work time, care for and protect
employees are permitted personal use of the internet, email and any other of Bank of America
the Company’s electronic tools. Bank of America may monitor and inspect
all employee use of these resources to ensure productivity is not negatively
property and assets.
impacted, maintain the integrity of the systems (such as monitoring for the
introduction of malware or high volume) and avoid activities that may give
rise to Company liability (such as claims of unlawful harassment or conduct).
Therefore, employees should have no expectation of privacy when using
Company electronic tools. More information on these and other policies is
available in the “Working at Bank of America” section of the Employee
Handbook, as well as in the Electronic Communications Retention –
Enterprise Policy and Electronic Communications Guide.
Bank of America assets include, but are not limited to, items such as:
Computer software Innovations Customer lists or information
Intellectual property Data processing systems Money and funds
Databases Records Equipment
Reference materials Furnishings Reports
Files Supplies Ideas
Technology Information about corporate or customer The corporation’s private computer systems,
transactions including your email and your internet access
2016 Code of Conduct | We protect Bank of America assets Back to Introduction | 17
We conduct our financial
affairs responsibly
You should conduct your personal financial affairs responsibly and keep your
business expenses in order.
You should conduct your personal financial
You are responsible for your financial activities in the following areas:
affairs responsibly and keep your business
expenses in order. Borrowing
You may not personally borrow money from or lend money to third parties,
customers or other employees unless the loan is to or from a family member or
from an institution normally in the business of lending; and there is no conflict of
interest.
An occasional loan of nominal value (such as for lunch) to another employee or
acquaintance is acceptable, as long as no interest is charged.
Business expenses
You must report your business expenses accurately and in a timely manner. You
also must not use business credit cards for any purpose other than appropriate
business expenses.
You may not make purchases directly from or enter into contracts with third
parties. The Company has established requirements for efficient and compliant
purchasing, contracting and payments for products and services acquired from
third parties.
More information on appropriate business expenses and purchasing channels is
available in the Enterprise Expense Management Policy, the Enterprise
Third Party Policy and the related Global Expense Standard.
Personal accounts and fees
Misuse of your personal accounts and banking services is prohibited. Additionally,
you may not accept personal fees or commissions for any transaction on behalf
of Bank of America unless you are specifically authorized to do so.
2016 Code of Conduct | We conduct our financial affairs responsibly Back to Introduction | 18
We value each and every teammate
Diversity & Inclusion
At Bank of America, we value our differences — in culture,
ethnicity, sexual orientation, gender identity, experience
and thought — understanding that diversity and inclusion
are good for business and make our company stronger. We strive to empower all
employees to excel on the job and reach their full potential, and reward and
recognize employees based on performance and results.
Encouraging a diverse and inclusive workplace gives us the business advantage
of understanding and meeting the needs of our diverse customers, clients and
communities. Our diversity also provides fresh ideas and perspectives and, when
coupled with inclusion, results in an innovative environment.
Bank of America is proud to be a leader in supporting diversity and has been
widely recognized for its progressive workplace practices and initiatives to
promote inclusion.
Visit the Diversity and Inclusion website for more information.
At Bank of America, we give everyone a fair opportunity to be part of
our team and to excel, and we base decisions and rewards on facts
and results. To help employees excel on the job and reach their full
potential, we provide professional development strategies, tools and
processes across the Company.
Discrimination and harassment
At Bank of America, we are committed to maintaining a workplace free of
discrimination and harassment based on race, color, religion, sex (including
pregnancy, childbirth or related medical condition), gender, gender identity, At Bank of America, we value our differences
sexual orientation, national origin, citizenship status, age, ancestry, marital
status, medical condition, disability status or veteran status, or any other factors
— in culture, ethnicity, sexual orientation,
prohibited by local law (“Prohibited Behavior”). Bank of America considers such gender identity, experience and thought.
behavior unacceptable and contrary to the Company’s core values in that it
undermines the goal of providing an inclusive environment.
2016 Code of Conduct | We value each and every teammate Next | 19
Bank of America does not tolerate unlawful discrimination or harassment of any kind. dealing with the impacts of domestic violence. The Company encourages employees
Reported incidents of Prohibited Behavior and/or retaliation will be investigated. to speak up if they become aware that a co-worker is being subjected to domestic
Investigations are conducted in as discreet a manner as is compatible with a violence. The Company also prohibits the misuse of Company property, vehicles,
thorough investigation of the complaint. If the Company finds violations of the telephones, other employees and/or computers to commit acts of domestic violence,
Harassment and Discrimination Prevention Policy or other inappropriate conduct of a including stalking, harassment, or threats.
sexual, discriminatory or retaliatory nature has occurred, disciplinary action up to and Additional information can be found within the Violence Free Workplace Policy.
including immediate termination from employment may result.
Business continuity
Generally, harassment may include verbal harassment, physical harassment, visual
harassment, sexual harassment and abusive conduct. For more information, review Business continuity is the methodology used for responding to a business interruption.
the Harassment and Discrimination Prevention Policy. Floods, power outages, hurricanes and pandemics are just a handful of events which
could negatively impact business operations.
Workplace safety
When these types of business interruptions occur, you may be called into action and
We are committed to the safety and security of our teammates around the globe. asked to perform your duties at a different work location. That’s why Bank of America
In order to avoid risk to yourself or those around you, you must follow all applicable has made it a priority to ensure you know what your responsibilities are before,
safety and security procedures, as well as applicable laws and regulations. You should during and after a business interruption.
report unsafe working conditions to your manager or compliance officer.
There are four primary objectives in which we classify our business continuity efforts:
Workplace violence 1 To ensure our employees’ safety
Bank of America strives to provide a safe work environment in which employees treat 2 To mitigate further business impacts by taking positive actions to continue
each other with courtesy and respect and resolve any differences in a professional, business operations
non-abusive and non-threatening manner. All employees are responsible for 3 To restore critical processing by implementing our recovery plans to ensure
recognizing and mitigating emerging or existing issues and helping to manage risk critical functions are working properly
within the Company. This is especially true when it involves the safety and security 4 To return to business as usual as quickly as reasonably possible
of our employees. Despite the name, workplace violence does not have to involve an
act of violence. Workplace violence includes acts or threats of physical violence, but it
also can include conduct or behavior such as harassment and bullying, if it is intend-
ed to make another individual fear for his/her safety. Employees have a responsibility Business continuity is every employee’s responsibility. You must:
to report inappropriate behavior before it escalates to violence in the workplace. We • Know the emergency response procedures for your building.
all have an obligation that if we see something, we say something. • Keep your personal contact information updated within HR Connect.
• Talk with your manager before a business interruption occurs so you understand
An additional risk associated with workplace violence is domestic violence, defined
your role in recovery.
as a pattern of abusive behavior that is used by one partner to gain or maintain
• Be familiar with the Emergency Notification and Associate Communication
power and control of another intimate partner. The Company is committed to
Tool (ENACT), and have your Person Number on hand.
providing training to employees, raising awareness of domestic violence and its
• Keep wallet cards and key contact information readily available at all times.
impact in the workplace, and providing an appropriate level of support for employees
• Call Security Operations (SOACC) to report life safety and security incidents,
who are victims of domestic or other violence. The Company encourages employees
robberies, building security issues or any suspicious activity.
to reach out to their manager, Human Resources or Corporate Security if they are
• If you are contacted by a member of the media, direct them to the “Are You a
experiencing difficulties at work because of domestic violence or require assistance in
Journalist” section of the Bank of America Newsroom on bankofamerica.com.
2016 Code of Conduct | We value each and every teammate Back to Introduction | 20
We respect laws and regulations
We must not take any action, either personally or on behalf of Bank of America,
which violates any law, rule, regulation or internal Company policies or procedures.
It is impossible to list all applicable laws, rules, regulations,
policies and procedures. While other topics are addressed
elsewhere in the Code, this section presents additional
topics regarding laws, rules and regulations of which
Bank of America employees must be aware.
Anti-money laundering and economic sanctions
Money laundering is making money derived from unlawful activities “clean”
by making it appear that the money comes from legitimate sources or
transactions. Economic Sanctions are financial restrictions imposed by
governments or international bodies to try to isolate or impede a specified
individual or jurisdiction for some specified purpose.
We all have a role to play in helping to prevent criminals and targets of
sanctions from using Bank of America’s products and services. This includes an
obligation to identify and report suspicious activity. Learn how to do your part
through mandatory Global Financial Crimes Compliance training. For more
information, visit the Global Financial Crimes Compliance website.
Books and records
Accurate record keeping and reporting reflects on our reputation, our integrity
and our credibility, each of which promotes the interests of our shareholders.
You must maintain accurate books and records consistent with business needs
and legal requirements.
We must not take any action, either To ensure the integrity of its consolidated financial statements, Bank of America
personally or on behalf of Bank of America, has established internal accounting and operating controls and procedures,
including disclosure controls and procedures, and a Disclosure Committee.
which violates any law, rule, regulation or
All employees responsible for the preparation of the corporation’s financial
internal Company policies or procedures. statements, or who provide information as part of that process, must maintain
and adhere to these controls so that all underlying transactions, both within
Bank of America and with third parties, are properly documented, recorded and
reported.
2016 Code of Conduct | We respect laws and regulations Next | 21
In addition, we all have the responsibility to promote full, fair, accurate, timely and
understandable disclosure in reports and documents that Bank of America files with
or submits to regulators.
The Audit Committee of the board of directors has established procedures for the
receipt, retention and treatment of complaints regarding accounting, internal
accounting controls or auditing matters. You may raise any
such concerns to the Ethics and Compliance Hotline. You will
not be retaliated against for reporting information in good
faith in accordance with this requirement.
Q: Where can I find information about identifying and reporting
unusual or potentially suspicious activity?
A: Visit the Global Financial Crimes Compliance website where you will
find potential indicators of money laundering and the online transaction
review memo used to report unusual or potentially suspicious activity.
2016 Code of Conduct | We respect laws and regulations Back to Introduction | 22
We will not misuse information
Restrictions on trading in Bank of America securities
You must not buy, sell, recommend or trade in Bank of America securities —
either personally or on behalf of someone else — while in possession of material,
nonpublic information relating to the Company, except through personal trading
programs pre-approved by the Legal Department.
In addition, you must not communicate or disclose such
information to others who may trade in Bank of America
You must not buy, sell, recommend
securities. Doing so may not only be a violation of your or trade in Bank of America
duty to keep such information confidential, but also may be a violation of U.S. securities while in possession of
federal and state laws, and the laws of many countries.
material or nonpublic information
If you are a Bank of America Corporation director or have been designated as
relating to the corporation.
an “insider” by the Company, you must obtain approvals before trading in
Bank of America securities.
What is material, nonpublic information?
The definition of material, nonpublic information (MNPI) is broad. You should
consider information to be material if a reasonable investor would consider it
important in making an investment decision (for example, any information that
likely would affect the market price of a security or financial instrument if made
public). Examples include merger and acquisition information, significant leadership
changes, and earnings-related and other significant financial information. In
other jurisdictions, MNPI is often referred to as “inside information” or “price-
sensitive information.” While MNPI and “inside information” or “price-sensitive
information” are similar, they are not identical and the analysis is increasingly
fact-specific. Therefore it is the obligation of each employee to be familiar with
business-specific or jurisdiction-specific policies and procedures applicable to
them, and if in doubt, to consult with their compliance or legal representative.
You should consider information nonpublic if it is not generally available to the
investing public. Please see the Information Wall Policy for more information
regarding material, nonpublic information.
2016 Code of Conduct | We will not misuse information Next | 23
Bank of America employees must not engage in speculative trading of Bank of America
securities. This generally prohibits short sales and trading in puts, calls and other
options or derivatives with respect to such securities, unless such transactions are
for legitimate, nonspeculative purposes. Our Directors and Designated Insiders may
not engage in any such transactions for any purpose. If you have questions regarding
the potential speculative nature of your transaction, please talk with your manager or
compliance officer. Please note: This paragraph does not apply to the exercise of
Bank of America employee stock options. For more information, please refer to
Additional Guidance While Trading in Bank of America Securities.
Restrictions on trading in securities or financial instruments of other
companies or issuers
If you are in possession of material, nonpublic information about securities or
financial instruments, you are prohibited from buying, selling, recommending or
trading such securities or financial instruments. Under the securities laws, such
activities constitute insider trading because they involve a fraud on the market by
illegally permitting an individual or company to profit from information not otherwise
available to the investing public.
In addition, you must not communicate or disclose such information to others who
may misuse it, including family members. Doing so not only would be a violation of
your duty of trust or confidence, but also may be a violation of federal and state
laws, and the laws of many countries.
You must be familiar with, understand and comply with the Information Wall
Policy and all other policies and procedures that relate to your area of responsibility.
These policies are designed to:
• Prevent the flow of information from employees in units that may receive material,
nonpublic information about issuers of securities or financial instruments to
employees in units that buy, sell or recommend securities and financial instruments
to fiduciary and nonfiduciary accounts
• Provide additional guidance on prohibitions against the misuse of material,
nonpublic information, including additional restrictions on personal trading for
certain designated units
• Address other issues raised by the activities of each designated unit
For more information, please visit the Information Wall Policy.
2016 Code of Conduct | We will not misuse information Back to Introduction | 24
We invest in our communities
Corporate Social Responsibility
Being a responsible business is integral to our success, and
that of the customers, clients, shareholders and communities
we serve around the world. Corporate Social Responsibility
(CSR) is embedded in our values and informs how we conduct
business, develop products and services, and deliver on our goals and commitments.
CSR is integrated across six core areas, where we continue to focus our resources:
Responsible business practices: We rigorously review our business practices
and policies and are continuing to simplify information for customers, maintain
a strong risk culture, build industry-leading levels of capital and manage our
businesses to be accountable to shareholders and stakeholders, including customers,
clients, employees, regulators, and community and nonprofit organizations.
Strong economies: We support the economic health of communities, from
financing affordable housing and small businesses in low-income neighborhoods
to providing grants in the areas of housing, hunger and jobs.
Environmental sustainability: We put our capital and expertise to work to
address climate change, reduce demands on natural resources and advance
lower-carbon economic solutions.
Leadership and service: We support programs that develop emerging women
leaders around the world as well as student leaders and high-performing
Corporate Social Responsibility is nonprofits across the United States. Our employees volunteer their time and
embedded in our values and informs expertise, helping individuals to gain financial stability, feeding the hungry and
building affordable housing.
how we conduct business, develop
Arts and culture: We promote local economic growth and community engagement
products and services, and deliver on
worldwide, providing grants to help preserve works of art globally, lend exhibits
our goals and commitments. to museums, and support free admission to U.S. cultural institutions.
Diversity and inclusion: With a global workforce in more than 40 countries
— in thought, style, experience, culture, ethnicity and sexual orientation —
we recognize that diversity and inclusion are good for business, attract and
retain talent and enable our company to better serve employees, customers,
clients and shareholders.
© 2016 Bank of America Corporation | BRO-02-16-0627.A | ARXTM6KR
2016 Code of Conduct | We invest in our communities Back to Introduction | 25