Code of Ethics

1. Introduction

The Board of Directors of Imperia Bank is committed to upholding the highest ethical standards in all aspects of governance and decision-making. This Code of Ethics establishes the principles that guide the conduct of the Board and ensures accountability, integrity, and transparency.

2. Fiduciary Duty

Directors shall act in good faith, with due care, loyalty, and diligence, always prioritizing the best interests of Imperia Bank and its stakeholders. They shall avoid any actions that could harm the financial health, reputation, or regulatory compliance of the bank.

3. Conflict of Interest

Directors must disclose any actual or potential conflicts of interest and abstain from participating in discussions or decisions where such conflicts exist. They shall not use their position for personal gain or engage in transactions that could compromise their objectivity.

4. Confidentiality

Board members must maintain strict confidentiality regarding privileged, proprietary, and sensitive information related to the bank, its clients, and its stakeholders. They shall not disclose or misuse such information for personal or third-party benefit.

5. Compliance with Laws and Regulations

Directors shall comply with all applicable laws, regulations, and policies governing banking operations, corporate governance, and ethical business practices. They shall ensure that Imperia Bank operates within legal and regulatory frameworks at all times.

6. Integrity and Fair Dealing

Directors shall engage in honest and ethical conduct, avoiding deceptive, fraudulent, or misleading practices. They shall treat all stakeholders, including customers, employees, regulators, and shareholders, with fairness and respect.

7. Corporate Governance and Oversight

Directors shall uphold best practices in corporate governance, exercising independent judgment in overseeing the bank’s strategy, risk management, and financial performance. They shall ensure that effective internal controls and accountability structures are in place.

8. Social Responsibility and Sustainability

The Board shall promote ethical banking practices, corporate social responsibility, and sustainability initiatives. Directors shall support efforts to minimize environmental impact, foster financial inclusion, and contribute to community development.

9. Reporting and Whistleblower Protection

Board members shall encourage a culture of transparency and accountability. They shall support mechanisms for reporting unethical behavior or violations of this Code and ensure that whistleblowers are protected from retaliation.

10. Enforcement and Accountability

Any violations of this Code shall be addressed through appropriate disciplinary measures, including removal from the Board if necessary. Directors shall reaffirm their commitment to ethical conduct through periodic review and acknowledgment of this Code.

Acknowledgment

Each Board member must review and sign this Code of Ethics annually, affirming their commitment to uphold these principles in the best interest of Imperia Bank and its stakeholders.