exv10w12



 



Exhibit 10.12


     RBC Conflict of Interest — Code of Ethics


Receiving or soliciting gifts to influence a financial transaction represents
significant regulatory risk, is strictly prohibited, and may result in stiff
penalties. The Bank Bribery Act of 1984 increased the urgency for financial
institutions to educate all of their employees against participating in such
transactions, by creating substantial penalties. The Bank Bribery Act and the
adoption of Regulation “O” or the Financial
Institutions Regulatory Act (FIRA) underscored the need for sufficient policy
regarding proper employee/customer/vendor relationships.


Improper employee/customer/vendor relationships may also result in negative
market reaction or reputation risk.


In recognizing that excessive activities and gratuities and access to
information may lead to conflict of interest for employees, directors, and
principal shareholders, the bank has developed this policy to recognize such
positions and to prevent a loss of objectivity by requiring appropriate and
trustworthy conduct.


Employees have an obligation to conduct business within guidelines that
prohibit actual or potential conflicts of interest. An actual or potential
conflict of interest occurs when an employee is in a position to influence a
decision that may result in personal gain for that employee or for a relative
as a result of Company business dealings. No “presumption of guilt” is created
by the mere existence of a relationship with outside firms. However, if the
employees have any influence on transactions involving purchases, contracts,
leases or lending activities, it is imperative that they disclose the existence
of any actual or potential conflict of interest so that safeguards can be
established to protect all parties.


Personal gain may result not only in cases where an employee or relative has a
significant ownership in the firm which does business with our Company, but
also when an employee or relative receives any kickback, bribe, substantial
gift, or special consideration as a result of any transaction or business
dealings involving our Company.


 






 


The materials, products, designs, plans, ideas and data of this Company are the
property of the employer and should never be given to an outside firm or
individual except through normal channels and with appropriate authorization.
Any improper transfer of material or disclosure of information, even though it
is not apparent that the employee or director has personally gained by such
action, constitutes unacceptable conduct. Any employee or director who
participates in such a practice will be subject to disciplinary action, up to
and including possible discharge.


Definitions



	•	 	Officer or Employee — A part-time or full-time salaried officer or
employee of RBC.
	 
	•	 	Gift — May include cash or property, special discounts, price
concessions, special personal items, special personal entertainment or
travel, special personal services, gratuitous personal services,
personal favors or special dispensations of any kind that could be
attributed to the recipient’s position or responsibilities with RBC.
	 
	•	 	Relative — Spouse, minor child and or other dependent of the Officer,
Employee or Director.



Policy statement


Due to the increased number of financial institution failures resulting from
self-dealing, fraud and misconduct of directors, management, and employees the
Board of Directors of RBC intends to hold its employees and directors to this
strict code of ethics and to require reporting of conflicts of interest.
Individuals associated with this Company have a primary responsibility to
uphold the standards of this Company.


Failure to comply with all policies herein described may result in the
termination of employment.


All employees and representatives of RBC are required to act in a responsible
and respectable manner and to remain free of influences that may result in the
loss of objectivity regarding business conducted with RBC customers, vendors or
with RBC itself. Each employee must disclose and avoid any interests or
activities involving another organization or individual that may result in a
conflict of interest, perceived or actual, between RBC and that organization or
individual.


While this policy does not intend to interfere with the personal lives of
employees and representatives, it requires those persons to recognize
situations where conflicts of interest may arise and to avoid them when
possible. If these situations cannot be avoided, they must be reported
immediately to the Chief Executive Officer or Chief Financial Officer.


 






 


Subsequently, the employee or representative should remove himself or herself
from any compromising situations, whether it involves advising the other person
or entity or approving or voting on extensions of credit, placement or
purchasing of contracts, leases or investments.


Confidential information


All employees and directors must acknowledge that all information concerning
bank, customer, depositor and director information is considered confidential
and is to be used for bank purposes only, with the exception of public
information on the company. The use of such information for personal, family,
or other gain is unethical and illegal under securities rulings and the
National Bank Act. Information regarding any business conducted cannot be
disclosed to outside individuals (unless authorized by the bank or its
customer) and may not be used for personal gain.


Use of confidential information for other than RBC’s business purposes may
result in disclosure of insider information. Insider information is defined as
information of a material nature to affect the price of stock involved. Insider
information may not be used to purchase, trade, or solicit securities until
that information is available to the public.


The use of confidential information received by either the investment or loan
divisions may not be provided to the trust department for investment of
discretionary funds or advice to customers and vice versa. Any transfers of
information regarding customer accounts must be strictly information that is
available to the public.


In addition, all published information (for both internal and external use),
developed programs, equipment, etc. are the property of RBC and are reserved
for use by employees of RBC. Use of these materials for any other purpose may
constitute copyright infringement and theft.


Investment in RDDB stock


The employees and directors of RBC are encouraged to purchase and hold stock
for long-term investment. While RBC may not delve into the personal lives of
its employees, employment in a bank requires prudent and proper conduct in
investment and other situations. Speculation or trading in the stock of the
Company is prohibited, as is the purchase or sale based on insider information.


 






 


Gifts and entertainment


Employees and directors of RBC are not to solicit personal gifts from
prospective or current customers, associates, vendors or any other individual
or business. Any personal gifts received shall be of nominal value. Nominal
value is considered anything below $50.


Employees of RBC are expected to participate in entertainment and amenities of
reasonable cost to facilitate business. In the normal course of business,
reasonable and customary expenses may be paid by the client. Payment by anyone
other than the bank of excessive costs or travel not customary or within
acceptable business practice must not be accepted. Any questionable
circumstances must be reported immediately to a Senior Management member.


Tickets for sporting, cultural, or other events purchased by the Company are to
be used in entertaining potential or actual customers, vendors, or others for
business purposes only. If it is determined three or four days before the event
that the tickets will not be used, an officer may offer them to someone else at
his or her discretion.


External involvement


While RBC encourages its employees to be involved in outside activities,
including charitable and political functions, federal law prohibits RBC from
making political contributions. At no time will employees solicit other
employees for political contributions or coerce others into contributing to any
organization. Conduct must not give the perception that benefit to RBC or
connections are sought or desired.


Capitalizing on opportunities for personal gain or compensation outside of that
provided by RBC for the performance of services for RBC is strictly prohibited.
Employment outside and in addition to employment at RBC must be reported to
your immediate supervisor.


Consultation


Refer to any questions regarding proper ethics and code of conduct to an
immediate supervisor or counsel. Actions or acceptance of gifts that are not
specifically mentioned above must be reviewed as to intent and purpose.
Employees should ask themselves, ” If a situation were to be made public, would
my conduct be embarrassing or come into question?” Actions or acceptance of
gifts must be documented and submitted to the CFO for review.


 






 


Disclosures


Employees, officers and directors of RBC must make annual disclosures of any
relationship, receipt of gifts, compensation or other situations leading to
possible conflicts in the following manner:



	 	 	 
	Employees	 	
report to immediate supervisor, forward to CFO or CEO
	Officers	 	
report to Chief Financial Officer or President & CEO
	President & Directors	 	
report to general counsel



Whistleblower procedures


RBC contracts with National Hotline Services providing a toll-free number 24
hours a day 365 days per year to speak anonymously, or in confidence, with a
hotline professional thoroughly trained to receive reports of perceived
misconduct or wrongful behavior. A written report of each call is sent to the
Chairman of the Audit Committee who will take appropriate actions to resolve
any issues.


Employee accounts


All employees are encouraged to maintain their bank accounts at RBC to allow
RBC to provide service and direct deposit of payroll checks. However, under no
circumstances will RBC pay a rate of interest higher than the rate available to
all depositors on any deposit account.1


At no time will overdraft fees be waived.


Consequences of noncompliance


As previously stated, failure to comply with this policy may result in
termination of employment. The action will be commensurate with the seriousness
of the conduct and an evaluation of the situation. All violations of this
policy will be brought to the attention of the Board of Directors. Termination
of employment will be determined by an officer who is the direct or indirect
supervisor of the employee concerned.


All Directors and Officers of the Company are required to read the compliance
statement and report any or no conflicts on an annual basis.







	1	 	Deferred compensation accounts are a general liability to the Company and not
a deposit account by definition.