Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
On July 28, 2020, the Board of Directors of Banner Corporation ("Company")
approved an amended Code of Ethics & Business Conduct (the "Code"), which
governs the conduct of all officers, directors, and employees of Company and its
subsidiaries. The amended Code is effective August 28, 2020, and does not result
in any waiver with respect to any officer, director or employee of the Company
from any provision of the Code as in effect prior to the Board's action to amend
the Code. The Code was amended to clarify that any contracts or special
relationships with the Company's Independent Auditors should be pre-cleared by
the Company's Chief Audit Executive.
The foregoing summary of the nature of the amendment to the Code is qualified in
all respects by the full text of the Code, which is filed herewith as Exhibit
14.1.
In connection with the Board's approval of the amended Code, Craig Miller,
General Counsel of the Company, was re-appointed as Ethics Officer of the
Company. As Ethics Officer, Mr. Miller will provide reports to the Audit
Committee of the Board of Directors regarding ethics and conflict of interest
related matters.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being furnished herewith and this list shall
constitute the exhibit index:
14.1 Banner Corporation Code of Ethics & Business Conduct
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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