For Chief Executive Officer and Senior Finance Officers Of First Interstate
BancSystem, Inc.
This Code of Ethics applies only to the Chief Executive Officer and Senior Finance
Officers, as defined below, in accordance with the Sarbanes-Oxley Act of 2002.
It is the policy of First Interstate BancSystem, Inc. (“FIBS” or “Company”) that
its employees, directors and agents are held to the highest standards of honest
and ethical conduct when conducting the affairs of the Company. Because FIBS is
a public company, the Chief Executive Officer (“CEO”) and Senior Finance Officers
are held to an especially high set of ethical standards, which are further described
below. The CEO and Senior Finance Officers of FIBS will not commit acts contrary
to these standards of ethical conduct nor shall they condone the commission of such
acts by others within the Company.
FIBS has a Code of Personal Conduct which provides guidelines and procedures
for professional and personal conduct applicable to all employees of the Company.
The CEO and Senior Finance Officers are bound by the provisions set forth in the
FIBS Code of Personal Conduct relating to the ethical fulfillment of employment
responsibilities including, but not limited to, conflicts of interest and compliance
with laws and regulations. In addition to the guidelines and procedures set forth
in the FIBS Code of Personal Conduct, the CEO and Senior Finance Officers are subject
to the following additional policies to ensure full, fair, timely and understandable
disclosure in FIBS’s periodic reports filed with the Securities and Exchange Commission
(“SEC”).
General Standards of Ethical Behavior
The CEO and Senior Finance Officers will:
- Conduct their personal and professional affairs in a way that avoids both
real and apparent conflicts between their interests and the interests of FIBS.
Conflicts of interest are prohibited in all cases unless a specific, case-by-case
exception has been granted by the Company’s Board of Directors after review
and approval of the specific circumstances. Prohibited conflicts of interests
include: (1) performing significant work for an outside employer; (2) use of
one’s position with the Company to influence or gain favors from others (“self-dealing”);
(3) use of nonpublic or inside information for trading in the Company’s stock
or for any other purpose but the conduct of the Company’s business; (4) unauthorized
representation of the Company in written or oral communications; (5) personal
use of Company assets, resources or facilities; and, (6) causing FIBS to enter
into transactions with themselves, any of their immediate family members or
any entity in which the CEO or Senior Finance Officers or any of their immediate
family members have a direct or indirect interest (other than passive investments
consisting of less than 1% of the outstanding shares of publicly traded companies
which do not create the appearance of a conflict of interest).
- Promptly bring to the attention of the Chairman of the Audit Committee or
report on Ethicspoint (see information below regarding Ethicspoint) any information
the CEO or Senior Finance Officer may have concerning any violation of FIBS’s
Code of Personal Conduct or this Code of Ethics including actual or apparent
conflicts of interest between personal and professional relationships involving
management or other employees who have a significant role in FIBS’s financial
reporting, disclosures and internal controls.
- Refrain from engaging in any activity that would compromise their professional
ethics or otherwise prejudice their ability to carry out their duties to FIBS.
- Not take for themselves personally opportunities that are discovered through
the use of corporate property, information or position without the consent of
the Board of Directors of FIBS.
- Communicate to executive management of FIBS and to external accountants
engaged in financial audits of FIBS, all relevant unfavorable and favorable
information and professional judgments or opinions relating to FIBS’s financial
reporting and disclosure in periodic reports filed with the SEC.
- Encourage open communication and full disclosure of financial information
by providing a well understood process under which management is kept informed
of financial information of importance, including any departures from sound
policy, practice, and accounting norms.
- Ensure that all employees who have a significant role in financial reporting
understand the Company’s open communication and full disclosure standards and
processes.
- Refrain from disclosing confidential information obtained in the course
of their work except where authorized, unless legally obligated to do so.
- Inform staff members, as appropriate, of the confidentiality of information
obtained in the course of their work and monitor, as needed, to ensure that
staff members maintain that confidentiality.
- Refrain from using or appearing to use confidential information obtained
in the course of their work for unethical or illegal advantage, either personally
or indirectly through others.
Standards Regarding Financial Records and Reporting
The CEO and Senior Finance Officers will:
- Carefully review a draft of each periodic report for accuracy and completeness
before it is filed with the SEC, with particular focus on disclosures the CEO
or Senior Finance Officer does not understand or agree with and on information
known to the CEO or Senior Finance Officer that is not reflected in the report.
- Establish appropriate systems and procedures to ensure that business transactions
are recorded on the Company’s books in accordance with generally accepted accounting
principals (“GAAP”), established Company policy and appropriate regulatory pronouncements
and guidelines.
- Establish appropriate policies and procedures for the protection and retention
of accounting records and information as required by applicable law, regulation
or regulatory guidelines.
- Establish and administer disclosure and financial accounting controls and
procedures that are appropriate to ensure the integrity of the financial reporting
process and the availability of timely, relevant information for the safe, sound,
and profitable operation of FIBS and to ensure that material information is
included in each periodic report during the period in which the periodic report
is being prepared.
- Meet with members of executive management and others involved in the disclosure
process to discuss their comments on the draft periodic reports.
- Completely disclose all relevant information reasonably expected to be needed
by the Company’s regulatory examiners, internal auditors and independent accountants
for the full, complete and successful discharge of their duties and responsibilities.
- Consult with the Audit Committee to determine whether they have identified
any weaknesses or concerns with respect to internal controls.
- Confirm that neither FIBS’s internal auditor nor its independent accountants
are aware of any material misstatements or omissions in draft periodic reports,
or have any concerns about the management’s discussion and analysis section
of the periodic reports.
- Bring to the attention of the Chairman of the Audit Committee or report
on Ethicspoint matters that could compromise the integrity of FIBS’s financial
reports, disagreements on accounting matters and violations of any part of FIBS’s
Code of Personal Conduct or this Code of Ethics.
- Comply with applicable laws, rules and regulations relating to the filing
of periodic reports with the SEC by the Company.
- Bring to the attention of the Chairman of the Audit Committee or report
on Ethicspoint any information concerning evidence of a material violation of
securities or other laws, rules or regulations applicable to FIBS and the operation
of its business, by FIBS or any agent thereof, or of a violation of FIBS’s Code
of Personal Conduct or this Code of Ethics.
- Any waiver of this Code of Ethics for the CEO and Senior Finance Officers
will be promptly disclosed as required by law or regulation of the SEC.
Ethicspoint – Confidential Reporting Tool
Ethicspoint is a internet-based reporting system that provides confidential channels
for reporting violations of FIBS’s Code of Personal Conduct and this Code of Ethics
for the CEO and Senior Finance Officers. Violations may be reported on the toll-free
Ethicspoint Hotline, 1-866-384,4277, or on the Ethicspoint internet website,
www.ethicspoint.com.
Comments made using the Ethicspoint hotline or website are reported to the Company’s
Security Officer in summary format. No identities are divulged unless specifically
requested by the commenting individual. FIBS does not permit retaliation of any
kind against individuals covered by this Code of Ethics for good faith reports of
violations of this Code of Ethics or FIBS’s Code of Personal Conduct.
Public Availability
The text of this Code of Ethics for Chief Executive Officer and Senior Finance
Officers of First Interstate BancSystem, Inc. will be posted on the Company’s website,
www.firstinterstatebank.com.
