Code of Professional Conduct

Professional Bank Services, Inc. (PBS), is a consulting firm whose mission is the provision of quality business advice and superior service to the financial industry. Our services reflect the firm’s extensive experience in the financial industry, its keen awareness of a financial institution’s special position of trust, and a knowledge of financial and regulatory issues.

The firm and its employees are committed to the highest standards of professional conduct.

Conflicts of Interest

The firm shall not represent a client if its ability to consider, recommend or carry out a course of action on behalf of the client could be adversely affected by its responsibilities to another client, a third party, its own interests or those of its principals. Neither the firm nor its employees shall acquire an equity interest in or become indebted to any organization where such relationship creates a potential conflict of interest. The firm shall use its best efforts to avoid even the appearance of a conflict of interest.

The Client

When engaged by a financial institution, the firm’s sole duty of loyalty shall be to the welfare and the best interests of the institution, as distinct from the sometimes inconsistent interests of employees, management, directors or shareholders.

When engaged by an individual or other party, the firm’s duty of loyalty shall be to that individual or other party. PBS is often engaged to carry out difficult and challenging assignments in situations where conflict with third parties is inevitable. Such engagements will be conducted efficiently, fairly, and in the best interest of the client, with a view towards constructive management of conflict.

Duty of Competence

The firm shall provide competent services to its clients and decline to render advice in matters for which it is not qualified. The firm shall not provide legal advice and when appropriate shall request that the client seek the services of other qualified professionals.

The firm’s consultants shall continue to develop their skill and knowledge through ongoing programs of continuing education and professional development. The firm’s consultants shall not violate or in any way participate in the violation of any law, regulation or technical standard applicable to financial institutions, their officers, directors or shareholders.

Engagement Letters and Fees

Each engagement of the firm shall be described in an engagement letter which specifies the services the firm shall perform and which has been approved by the client or the client’s Board of Directors or authorized officer. The firm’s fees shall, except in unusual circumstances and when otherwise agreed, be based on the firm’s usual and customary rates. Fees for services take into account (a) the nature of the particular services to be performed, (b) the novelty and difficulty of the matter, (c) the skill, standing and experience of the consultants performing the work, and (d) the urgency of the matter.

Nature of Advice

The firm shall always keep clients reasonably informed about all matters relevant to its professional services. In matters requiring action by a client, the firm shall explain all aspects of a matter and alternate courses of action as reasonably necessary to permit the client to make informed decisions.

Integrity of Communications

The firm shall never disclose any confidential or other information about a client to any other party except with the consent of the client and in the course of providing its services. When dealing with third parties, the firm shall always identify its clients except when clearly inappropriate to do so.

Code of Professional Conduct

This Code of Professional Conduct shall be prominently displayed in the firm’s informational material and included as part of engagement letters.

Professional Bank Services
(800) 523-4778