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BANK MUTUAL
CORPORATION
CODE OF CONDUCT
VI. FULL
AND FAIR DISCLOSURE; ADDITIONAL PROVISIONS FOR SENIOR
FINANCIAL OFFICERS
Bank Mutual Corporation is a publicly-held
corporation which regularly files documents and reports
with the Securities and Exchange Commission and other
regulatory agencies. All directors, officers and
employees shall assist Bank Mutual, and its officers and
employees whose positions involve them in the
preparation of such documents, in promoting full, fair,
accurate, complete and understandable disclosure in
those reports and documents. If any director, officer or
employee believes that there is any erroneous,
incomplete or misleading information included in any
such report or filing, that should be brought to the
attention of one of the Senior Financial Officers, as
described below, or to the Audit Committee of the Board
of Directors. If desired, any such communication may be
made anonymously, in accordance with procedures
developed by the Audit Committee and/or provided under
this Code of Conduct.
The following provisions in this section apply to the
Chief Executive Officer, the Chief Operating Officer,
the Chief Financial Officer, the Chief Accounting
Officer or the Controller of Bank Mutual Corporation,
and any other officer or employee performing the duties
thereof (collectively, the "Senior Financial
Officers"). These provisions apply to the Senior
Financial Officers in addition to the other provisions
of the Code of Ethics and the Code of Conduct.
1. Full and Fair Disclosure.
The Senior Financial Officers have a special duty to
Bank Mutual Corporation and its shareholders to assure
the full, fair, complete, timely and understandable
disclosure of material information relating to Bank
Mutual. In addition to the other obligations of the
Senior Financial Officers pursuant to the Code of Ethics
and Code of Conduct, the Senior Financial Officers
shall:
a) Carefully read, review, consider and revise Bank
Mutual disclosure documents, reports and similar filings
which are filed with or submitted to the Securities and
Exchange Commission or other regulatory agencies;
b) Assure that there is established an effective
procedure for the timely review of such documents by
those other officers and key employees as they determine
are likely to be able to provide information as to the
adequacy and completeness of these reports;
c) Assure that there is established and maintained an
effective procedure whereby Bank Mutual employees in the
financial and accounting functions, and other
appropriate positions, have a method of reporting,
including anonymous reporting, questions, concerns,
inaccuracies, errors or other matters relating to Bank
Mutual's reporting with the Securities and Exchange
Commission; and
d) Regularly assess, and personally comply with, all of
such procedures.
2. Waivers and Approvals.
To the extent that any waiver or approval is required
hereunder for or on behalf of any Senior Financial
Officer, such waiver or approval may only be granted by
the Audit Committee of the Bank Mutual Corporation Board
of Directors, or its designee(s). Any such designee(s)
shall not include any of the Senior Financial Officers.
In the event approval or a waiver by a designee, notice
and writing of such approval or waiver shall be provided
to the Audit Committee, by copy to its chairman, upon
such granting of such approval or waiver, and shall be
appended to the minutes of the Audit Committee.
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Bank Mutual Corporation, November
2006 |