POLITICAL CONTRIBUTION POLICY
Applicability
This Political Contribution Policy (this “Policy”) governs the making of corporate political contributions and other campaign expenditures by CrossFirst Bankshares, Inc. (“CFB”) and its subsidiaries, including CrossFirst Bank (collectively, the “Company”).
General Principles
Generally, the Company does not make contributions, including in-kind contributions, to political parties, candidates for public office, or political organizations. However, because public policy issues have potential to impact the Company’s business, its employees, and the communities in which the Company’s banks operate, Company leadership believes that in certain cases it may be appropriate and in the Company’s best interest to make Political Contributions, including the use of Company facilities or resources. Therefore, CFB’s Board of Directors has adopted this Policy to ensure that such Political Contributions are made in a manner consistent with the Company’s core values.
In addition, any Political Contribution must meet the standards of safety and soundness. Thus, any Political Contribution must be recorded properly on the Company’s books, may not be excessive relative to the size and condition of the Company, and may not involve self-dealing by any director, officer or employee of the Company.
For the purposes of this Policy, the term “Political Contribution” means any gift, loan, advance, or deposit of money or anything of value, made (a) for the purpose of influencing any federal, state, or local election for political office or ballot initiative; or (b) to pay debt incurred in connection with any such election or ballot initiative.
Federal Political Contributions
Federal law generally prohibits corporations from making contributions and expenditures in connection with federal elections. However, there are exceptions to this general prohibition:
- Separate Segregated Fund: A corporation may establish a connected political action committee called a Separated Segregated Fund. A corporation may make direct political contributions from their Separate Segregated Fund.
- Independent Expenditures: A corporation may fund independent expenditures on behalf of candidates. Independent expenditures must be done without any coordination with the candidate or their campaign. A corporation may also fund political committees that only make independent expenditures, such as “Super PACs.” “Super PACs” are political committees that may accept unlimited amounts of personal and corporate funds, but may only make independent expenditures and may make no contributions.
The Company does not intend to establish a Separate Segregated Fund; therefore, the Company will not make any direct contributions in connection with federal elections. However, the Company may determine it is in its best interest to make independent expenditures or contributions to committees that make independent expenditures. Such contributions will be approved according to the process described below.
State Political Contributions
Individual states maintain jurisdiction over laws governing state Political Contributions. Where legally authorized, the Company may contribute to state candidates, parties, committees, and ballot measures provided the contributions are approved according to the process described below. By way of example, the Company may make state level contributions in Kansas. For additional information on campaign finance laws in Kansas or any other state, please contact the General Counsel.
Such state Political Contributions may include the use of Company facilities or resources as inkind contributions or contributions to state level PACs affiliated with Banking Associations, for example, the PAC operated by the Kansas Banking Association.
Local Political Contributions
Certain localities maintain their own laws governing Political Contributions. Where legally authorized, the Company may contribute to local candidates, parties, committees, and ballot measures provided the contributions are approved according to the process described below. Such local Political Contributions may include the use of Company facilities or resources as inkind contributions.
Approval of Political Contributions
Political Contributions must be approved according to the process outlined below. Political Contributions may be approved individually or as many as are ready for approval at any given time.
- Any proposed Political Contribution must be submitted in writing to the CEO, CFO or General Counsel of CFB with details of the proposed Political Contributions. An executive committee comprised of at least the CEO, CFO and General Counsel of CFB (the “Executive Leadership Committee”) will analyze the request to determine whether the Political Contributions are consistent with applicable law and the Company’s core values and whether they meet the standards of safety and soundness; and
- The CEO or CFO of CFB must approve the request for funds. CFB’s Board of Directors designates the Corporate Governance & Nominating Committee (CG&N Committee) to administer this Policy. The Executive Leadership Committee will annually report to the CG&N Committee information regarding Political Contributions made pursuant to this Policy as appropriate.
Reimbursement of Political Contributions
Reimbursement by the Company of any Political Contribution, monetary or in-kind, made by any director, officer, or employee is strictly prohibited, including any Political Contribution made on a Company credit card. An individual director, officer, or employee may make a Political Contribution in their individual capacity, however, such contribution shall be made without any expectation of receiving reimbursement from the Company.
In addition, a director, officer, or employee is strictly prohibited from reimbursing the Company for any political contribution. This includes use of Company resources as an in-kind contribution. Any Political Contribution made by the Company, including any in-kind contribution, must be attributed to the Company.
Political Activities of Employees
Directors, officers and employees may engage in political and governmental activities as long as they do so in their individual capacities rather than as representatives of the Company. They shall not use the Company's name in connection with any political fund-raising activity or in any printed material for use in political fund-raising activity. Any participation in political and governmental activities must be completely voluntary and done in a matter to avoid any appearance of corporate sponsorship or endorsement in connection with any political election. Any individual director, officer or employee's participation in political and governmental activities shall avoid the appearance of impropriety or any actual impropriety. Personal, voluntary political and governmental activities shall not give the perception nor shall they actually benefit the Company.
Directors, officers and employees must obtain approval from the General Counsel before becoming a candidate for public office, accepting any nomination or appointment to a public office or agreeing to serve as a principal officer (such as a campaign manager, chairman or treasurer) in a political campaign. Employees shall not solicit other employees for political contributions or coerce others into contributing to any political campaign or organization.
Employees engaging in political activities must also adhere to the Company’s Code of Business Conduct and Ethics.