BancPlus Corporation and BankPlus
Excessive Expenditures Policy
September 10, 2009
As a participant in the Capital Purchase Program (the “CPP”) being administered by the United States Department of the Treasury (“Treasury”), BancPlus Corporation, along with its subsidiary BankPlus, (collectively referred to herein simply as “BankPlus”) are adopting this Excessive Expenditures Policy (this “Policy”) pursuant to the requirements of the American Recovery and Reinvestment Act of 2009, as implemented by the Interim Final Rule published June 15, 2009, by Treasury. Once this Policy has been adopted, a copy of this Policy will be provided to Treasury and the Federal Reserve Board and the text of this Policy will be posted on the BankPlus Web site. Moreover, BankPlus will maintain this Policy during the remainder of its CPP participation, and, in the event the Board of Directors adopts any material amendment to this Policy, within 90 days of such amendment BankPlus will provide the amended policy to Treasury and the Federal Reserve Board and will post the amended policy on the BankPlus Web site.
The mission of BankPlus is to add value for our employees, customers, and shareholders. We accomplish our mission through continuous improvement. We are committed to continuous improvement of training programs, empowerment and employee benefits to add value for our employees. We are committed to continuous improvement of products, the quality of service and convenience to add value for our customers. Through the sponsorship of local charities and commercial events, BankPlus supports the communities we serve and builds customer relationships. It is the policy of BankPlus to prohibit excessive expenditures on any of the following to the extent such expenditures are not reasonable expenditures for staff development, reasonable performance incentives, or other similar reasonable measures conducted in the normal course of the business operations of BankPlus:
• Entertainment or events;
• Office and facility renovations;
• Aviation or other transportation services; and
• Other similar items, activities, or events for which BankPlus may reasonably anticipate incurring expenses, or reimbursing an employee for incurring expenses.
This Policy is not intended to apply to bona fide business development or marketing expenditures, provided that the expenditure in question does not involve the conferring of a significant benefit on any BankPlus employee or group of employees.
The following policies and procedures shall govern excessive expenditures generally.
II. PROHIBITED EXPENDITURES
Expenditures for entertainment, events or sponsorship of events, office or facility renovations, aviation services or other transportation services, or other similar expenditures will be prohibited where BankPlus has not documented its determination that such expenditure either (i) benefits current or prospective customers or other sources of new business or serves some other legitimate business development purpose, (ii) serves a bona fide staff development purpose or (iii) serves some other bona fide business purpose.
III. EXPENDITURES REQUIRING PRIOR APPROVAL
The following types or categories of expenditures require prior approval:
• Entertainment, where the expenditure amount exceeds $ 50,000 per item, activity, or event;
• Events or sponsorship of events, where the expenditure amount exceeds $ 50,000 per item, activity, or event;
• Office or facility renovations, where the expenditure amount exceeds $ 50,000 per item, activity, or event;
• Aviation services, where the expenditure amount exceeds $ 50,000 per item, activity, or event;
• Other transportation services, where the expenditure amount exceeds $ 50,000 per item, activity, or event; and
• Other similar items, where the expenditure amount exceeds $ 50,000 per item, activity, or event.
IV. APPROVAL PROCEDURES
For expenditures requiring prior approval under Part III above, such prior approval may be obtained by submitting a written request to the Excessive Expenditures Committee. Such a request may take the form an email or facsimile communication and must be directed to each of the Committee members. Any such request must be approved by a majority of the members of the Excessive Expenditures Committee. Committee members must affirmatively express their approval in writing, which approval may take the form of an email or facsimile communication and may, but is not required to, be given on a preprinted form designed for that purpose. Committee members may, but are not required to, meet together to deliberate before approving any particular expenditure request.
The members of the Excessive Expenditures Committee shall be the CEO, CFO and Senior Executive Vice Presidents.
V. CEO AND CFO CERTIFICATION OF CERTAIN APPROVALS
With respect to each expenditure requiring the prior approval of the Excessive Expenditure Committee, the CEO and the CFO will both certify in writing that the approval of such expenditure was properly obtained.
VI. PROMPT REPORTING OF, AND ACCOUNTABILITY FOR, VIOLATIONS
If any employee of BankPlus becomes aware of a violation of this Policy, he or she must promptly report the violation to the Director of Internal Audit (“Auditor”). Upon receiving such a report, the Auditor must then conduct a discreet investigation, preliminary in nature, of the facts and circumstances giving rise to the allegation. If, after an appropriate investigation, the Auditor concludes there is a substantial likelihood that a violation has occurred, then the Auditor must submit to the Audit Committee of the Board of Directors a written report describing (i) the alleged violation, (ii) the Auditor’s preliminary investigation into the allegation, and (iii) the reasons for the Auditor’s conclusion that there is a substantial likelihood that a violation of this Policy has occurred. Upon receiving this written report, the Audit Committee will conduct a full inquiry into the facts and circumstances giving rise to the allegation.
If, after conducting a full inquiry into the facts and circumstances giving rise to the allegation, the Audit Committee determines that a violation of this Policy has occurred, the offending employee must be appropriately held accountable for the violation, in accordance with existing disciplinary policy.