8-KCorporate ChangesExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Code of Ethics Amendment (Jun 9, 2009)

Filed June 9, 2009For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

This 8-K filing from Wells Fargo & Company (WFC) on June 9, 2009, primarily details amendments to the company's Code of Ethics and Business Conduct, effective July 1, 2009. These amendments stem from the integration of Wachovia Corporation's ethics policy following their merger on December 31, 2008. The updated Code aims to maintain high ethical standards across the combined entity, affecting all team members, including senior leadership. While no material substantive changes are noted, the amendments provide further clarification and emphasis on existing policies related to legal compliance, asset protection, confidential information, conflict of interest avoidance, and managerial responsibilities in upholding ethical conduct.

Key Highlights

  • 1Wells Fargo amended its Code of Ethics and Business Conduct effective July 1, 2009.
  • 2The amendments are a result of integrating Wachovia Corporation's ethics policy after their merger.
  • 3The updated Code applies to all Wells Fargo team members, including principal executive, financial, and accounting officers.
  • 4Key areas of clarification and emphasis include legal compliance, asset protection, and confidentiality.
  • 5The Code addresses team members' responsibilities to avoid conflicts of interest.
  • 6Managerial and senior leadership accountability for ethical conduct is further defined.
  • 7The amended Code was adopted by the company's Ethics Committee and Board of Directors.

Frequently Asked Questions

The main purpose of this 8-K filing is to inform investors about the amendments made to Wells Fargo's Code of Ethics and Business Conduct, effective July 1, 2009. These changes are largely due to the integration of Wachovia Corporation's policies following their merger.

According to the filing, there are no 'material substantive changes' to the Code. The amendments are described as further elaborating, emphasizing, or clarifying existing policies and team member obligations.

The amended Code of Ethics applies to all Wells Fargo team members, including the principal executive officer, principal financial officer, principal accounting officer, controller, and individuals performing similar functions.

A copy of the amended Code of Ethics is furnished as an exhibit to this Form 8-K and will be posted on the corporate governance page of Wells Fargo's website (www.wellsfargo.com/about/corporate/corporate_governance) when it becomes effective.