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Compliance Policy

PurposeThe Wells Fargo Government Relations program focuses on shaping public policy at the federal, state and local government levels. The program includes the management of compliance and reputation risk stemming from political contributions and certain contacts with covered federal officials.
Business Units
Primarily Affected
All Wells Fargo business units and functions are required to comply with this policy.

Individuals primarily responsible for policy implementation are:
  • Team members who make or authorize federal, state or local political contributions on behalf of Wells Fargo
  • Team members in contact with covered federal officials (either directly or through trade associations or third party consultants) for the purpose of influencing government policy on behalf of the company
PolicyThis policy sets forth requirements for compliance and reputation risk management activities regarding risks that impact the company that stem from political contributions and contact with covered federal officials.
Political Contributions
Line of Business
Responsibilities
Political contributions are heavily regulated. Due to potential compliance and reputation risk, lines of business (LOBs) must consult with Corporate Government Relations regarding all political contributions by any business or political action committee (PAC) prior to making a political contribution.
Contributions to
Candidates for Office
PACs
All contributions on behalf of Wells Fargo to candidates for public office and related entities are made through Wells Fargo PACs. PACs are funded solely by voluntary employee contributions. Corporate Government Relations is responsible for reporting all contributions to election campaigns made through Wells Fargo PACs to relevant federal, state and local election reporting offices as required by law.

Company Money
Wells Fargo does not use company money for any candidate campaign funds including candidate campaign committees, political parties, caucuses or independent expenditure committees.
Use of Corporate
Funds for Political
Activities
Use of company money for candidate contributions is prohibited. Any other use of Wells Fargo company money (primarily for lobbying or issue advocacy) must be approved by Corporate Government Relations.

Laws regulating lobbying and issue advocacy are complicated and change frequently. Violation of these laws can involve significant compliance and reputation risk, which can result in fines or other sanctions. Involvement in advocacy groups may involve multiple Wells Fargo entities. Factors used to evaluate the decision to participate include the business needs of all Wells Fargo partners in the market as well as the political risks and benefits.

To manage these risks, Wells Fargo Corporate Government Relations must be informed of any Wells Fargo activity related to election campaigns, or communications with elected or other officials, or with advocacy groups, regarding political issues.
Personal
Contributions
Nothing in this policy is intended to interfere with the rights of Wells Fargo team members to make voluntary personal contributions on their own behalf to candidates and related political entities or advocacy groups of their choice. However, such personal contributions may not be expensed to Wells Fargo.
Other Political
Contributions
All Wells Fargo contributions to groups primarily involved in issue advocacy, lobbying, elections or any other political activity must be reviewed in advance by the Corporate Government Relations Department to ensure that these activities are consistent with Wells Fargo policies and issue agendas.
Municipal Finance
Activities
To ensure compliance with Municipal Securities Rulemaking Board Rule G-37, Wells Fargo PACs do not accept contributions from registered Wells Fargo municipal finance professionals or individuals who solicit on their behalf.
Contact with Covered Federal Officials
OverviewThe 2007 Honest Leadership and Open Government Act requires reporting of expenses associated to contact with covered federal officials for the purpose of influencing government policy and certain related contributions. Wells Fargo’s Corporate Government Relations Department is responsible for the reporting of such information.
Line of Business
Responsibilities
When dealing or considering contacting government officials, LOBs are required to:
  • Consult with Corporate Government Relations prior to initiating contact with covered federal officials with the intent to influence government policy regarding aggregate reporting of associated expenses
  • Advise Corporate Government Relations in advance of any involvement with trade associations or other third parties that may have contact with covered federal officials
Identifying Covered
Federal Officials
Types of covered federal officials include:
  • Members of Congress
  • Congressional staff
  • Cabinet and government agency heads
  • Politically-appointed agency staff


Career federal agency officials are not classified as covered federal officials.

Questions about which federal officials are covered should be directed to GovernmentRelations.Communications@wellsfargo.com
Reporting of
Expenses
To ensure the proper reporting of expenses, the Corporate Government Relations Department will periodically contact each business that has acknowledged contact with covered federal officials (for the purpose of influencing government policy or involvement with trade associations or third party consultants).
Exclusion for
Personal or
Grassroots Activities
Activities covered under this policy do not include personal activities by team members as individuals or grassroots contacts to the team member’s own elected officials.
Political Action Committees
Wells Fargo PACs:
Overview
All Wells Fargo contributions to candidates for office must be made by a Wells Fargo PAC. Corporate Government Relations is responsible for all PAC reporting to federal, state or local agencies as required by applicable laws.

All PACs are funded only by voluntary contributions from team members. Team member PAC contributions are divided to support candidates for federal and state office.

Wells Fargo Employee PAC
The Wells Fargo Employee PAC is the only PAC authorized to make contributions to candidates for federal office. It is managed by Corporate Government Relations and a Board of Directors.

State PAC Activities
Wells Fargo state PAC activities are organized in most Community Banking footprint states and make contributions to candidates for state and local offices in those states. They are managed by Corporate Government Relations and Boards of Directors in those states. State PACs in states beyond the Wells Fargo Community Banking footprint will be established as needed by Corporate Government Relations.
Decisions about PAC
Donations to
Candidates
Decisions about which candidates to support are made by the Boards of the PACs based on recommendations from Corporate Government Relations staff. Because of limited resources and the need to evaluate candidates, Wells Fargo PACs do not support more than one candidate in the same race. The Wells Fargo Employee PAC does not contribute to presidential candidates.

PAC contributions are posted internally on the Corporate Government Relations web site and externally on wellsfargo.com.
Annual PAC
Membership Drive
On an annual basis, exempt team members are given the opportunity to make voluntary contributions to Wells Fargo PACs. A team member’s decision to contribute or not to contribute will not in any way affect his or her position at Wells Fargo. PAC contributions cannot be expensed to Wells Fargo. The membership drive is intended to raise money for the PACs and also to inform managers and team members about PAC activities.
Outside PACsWells Fargo team members who are active with trade groups or other organizations that have PACs are encouraged to contribute personally to those PACs as they see fit. These contributions may not be expensed to Wells Fargo. These outside groups, such as national or state bank association or chamber of commerce PACs, may not organize PAC solicitations on Wells Fargo premises using Wells Fargo resources.
PAC to PAC
Transfers
PAC-to-PAC transfers are generally prohibited. Wells Fargo PACs may not transfer money to non-Wells Fargo PACs because improper transfers could result in violations of state or federal law. Only the General Counsel of Wells Fargo with the head of Corporate Government Relations can make an exception to this prohibition.

Because federal and state laws prohibit certain coordinated campaign activities and regulate contributions by related organizations, it is important to keep Wells Fargo’s PAC efforts separate and independent from outside groups.
Contributions from
Wells Fargo
Municipal Finance
Professionals
Wells Fargo PACs do not accept contributions from Wells Fargo municipal finance professionals covered by Municipal Securities Rulemaking Board rule G-37.

Wells Fargo team members registered as municipal finance professionals or soliciting municipal finance professionals may not contribute to Wells Fargo PACs.

Rule G-37 states that contributions by municipal finance professionals or solicitors may not be used to influence or have the appearance of attempting to influence the selection of municipal securities underwriters, placement agents or financial advisers. Wells Fargo team members covered by this rule are registered with Wells Fargo Public Finance and are notified annually of the restrictions under Rule G-37.
PAC Compliance PAC compliance with applicable laws and regulations is managed by the PAC compliance manager in Corporate Government Relations. All federal and state PAC record-keeping and reporting to relevant agencies is organized and directed by the Corporate Government Relations PAC compliance manager.
Initiative & Ballot Measure Involvement
InvolvementVarious Wells Fargo entities, primarily Community Banking regions, support state and local ballot initiatives using corporate funds. Decisions about supporting initiatives and referendums are based on the business needs in local markets and expenditures of the businesses involved. Factors used to evaluate decisions include the business needs of all Wells Fargo partners in the market as well as the political risks and benefits.

Businesses generally are involved in ballot measures supported by the larger business community when involvement is part of a local business- or community-based coalition. The decision to participate is made locally by business managers familiar with the issue and its potential direct impact on Wells Fargo. Business managers determine if financial support is necessary and are responsible for finding budget for support of or opposition to ballot measures. They are also responsible for assessing possible reputation issues arising from participation.

Because these activities are regulated by federal and state law, businesses must coordinate with Corporate Government Relations and their Human Resources leader. Businesses are responsible for all required reporting, which includes expenses.

To ensure proper reporting of those contributions, businesses wishing to support such measures must consult with Corporate Government Relations about any such contributions.
Communications with
Team Members
Wells Fargo’s Solicitation and Distribution Policy prohibits communications with team members regarding ballot measures unless each communication is explicitly approved by Corporate Government Relations and senior management (head of the region or business) prior to distribution.

Messages to team members will be sent from Corporate Government Relations. Messages should be only informational in nature and offer information about positions for and against the measure. Messages may contain statements about Wells Fargo’s position on a measure or explain how the measure would help or hurt Wells Fargo’s business. All Team Member messages must contain a reminder that individuals make their own decision about how to vote on a ballot measure. It is not permissible under the policy for Wells Fargo to ask team members for their vote, to gather signatures to qualify measures or to ask for team member volunteers to work on a measure.
Related Information
Related Policies or
Information
Additional information and detail on Wells Fargo PACs and the Government Relations program is available on the Government Relations internal web site.
ExceptionsAny requests for exceptions to this policy must be referred to the policy manager indicated on the last page of this document.

Exceptions may be approved only by the General Counsel of Wells Fargo and the head of Corporate Government Relations, after consultation with senior management for the business.

As needed, matters will be escalated through the appropriate management levels and to the Management Committee for resolution.
Policy History
Responsible
Executive
General Counsel
Policy ManagerBob de la Vega
Issue DateSeptember 1, 2005
Last Published
Revision Date
April 18, 2008
Implementation
Period
Effective April 18, 2008
Revision HistoryDescription of Revision Revision Date
 Calibrated policy to meet corporate policy style and added details regarding the lobbying disclosure requirements of the 2007 Honest Leadership and Open Government Act.April 18, 2008
 Added detail on ballot measure involvement and team member communications.November 16, 2007
 Reformatted existing policy document to conform with current corporate policy standards. No substantive content revisions.December 6, 2006
 Political Contributions Policy issued.September 1, 2005