WHISTLEBLOWER POLICY
Procedures for the Submission of Complaints or Concerns
Regarding Accounting, Internal Accounting Controls or Auditing Matters
of BANKS.com, Inc.
Rule 121B of the American Stock Exchange Company Guide and Rule 10A-3(b)(3) under the Securities Exchange Act of 1934, as amended, require the Audit Committee of the Board of Directors of BANKS.com, Inc. (the "Company") to establish procedures for: (a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters ("Accounting Matters"); and (b) the submission by employees of the Company, on a confidential and anonymous basis, of good faith concerns regarding questionable Accounting Matters.
Accordingly, the Audit Committee has adopted the following procedures:
1.The Company shall promptly forward to the Audit Committee any complaints that it
has received regarding Accounting Matters.
2.Any employee of the Company may submit, on a confidential, anonymous basis if the employee so desires,
any good faith concerns regarding Accounting Matters, including, without limitation, the following:
. fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company;
. fraud or deliberate error in the recording and maintaining of financial records of the Company;
. deficiencies in or noncompliance with the Company's internal accounting controls;
. misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company; or
. deviation from full and fair reporting of the Company's financial condition.
All such concerns shall be set forth in writing and forwarded in a sealed envelope to the chairman of the Audit Committee, in care of the Company's Compliance Officer, Gary W. Bogatay, Jr., in an envelope labeled with a legend such as: "To be opened by the Audit Committee only. Being submitted pursuant to the "whistleblower policy" adopted by the Audit Committee." If an employee would like to discuss any matter with the Audit Committee, the employee should indicate this in the submission and include a telephone number at which he or she might be contacted if the Audit Committee deems it appropriate. Any such envelopes received by the Company's Compliance Officer shall be forwarded promptly and unopened to the chairman of the Audit Committee. If the employee would prefer an alternative method of contact, the employee may mail a complaint as indicated above to our Employer Whistleblower post office box using the address listed below.
3. Following the receipt of any complaints submitted hereunder, the Audit Committee will determine whether the complaint actually pertains to Accounting Matters and, when possible, acknowledge receipt of the complaint to the sender. Complaints relating to Accounting Matters will be reviewed under Audit Committee direction and oversight by the Compliance Officer or such other persons as the Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review. All complaints that the Audit Committee determines do not pertain to Accounting Matters will be handled by the Compliance Officer.
4. Prompt and appropriate corrective action with respect to complaints relating to Accounting Matters will be taken when and as warranted in the judgment of the Audit Committee.
5. The Audit Committee may enlist committee members, employees of the Company and/or outside legal, accounting or other advisors, as appropriate, to conduct any investigation of complaints regarding Accounting Matters.
6. The Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of complaints regarding Accounting Matters or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002.
7. The Audit Committee shall retain as a part of the records of the Audit Committee any such complaints or concerns in accordance with the Company's document retention policy.
CONTACT INFORMATION
Gary W. Bogatay, Jr.
Company Compliance Officer
222 Kearny Street, Suite 550
San Francisco, CA 94108
(415) 962-9711
Charles Dargan
Audit Committee Chairman
8055 W. Manchester Ave., Suite 405
Playa del Rey, CA 90293
(310) 574-9119
Whistleblower Post Office Box
237 Kearny Street, Box 161
San Francisco, CA 94108