The maintenance of extremely high standards of honesty, integrity, impartiality, and conduct is essential to ensure the proper performance of the Bank's business and the maintenance of the public's trust. The preservation of that trust and of the Bank's reputation requires close observance of these standards on the part of Bank Directors, Officers, and Employees (referred to as Insiders for purposes of this policy).
Also, Insiders of the Bank should be alerted about the Federal bank bribery law, 18 U.S.C. Section 215, which provides that whoever:
"(1) corruptly gives, offers or promises anything of value to any person, with intent to influence or reward an officer, director, employee, agent or attorney of a financial institution in connection with any business or transaction of such institution; or
(2) as an officer, director, employee, agent or attorney of a financial institution, corruptly solicits or demands for the benefit of any person, or corruptly accepts or agrees to accept anything of value from any person, intending to be influenced or rewarded in connection with any business or transaction of such institution, shall be fined or imprisoned"
Shall be fined not more than $1,000,000 or three times the value of the thing given, offered, promised, solicited, demanded, accepted, or agreed to be accepted, whichever is greater, or imprisoned not more than 30 years, or both, but if the value of the thing offered, promised, solicited, demanded, accepted, or agreed to be accepted does not exceed $1,000 shall be fined under this title or imprisoned not more than one year or both.
There are certain exceptions to the above rule concerning the receipt of gifts. Please refer to Section IV of this Code of Ethics.
VIOLATIONS OF THE PROVISIONS OF THIS CODE MAY RESULT IN TERMINATION OF EMPLOYMENT AS AN OFFICER OR EMPLOYEE OF THIS INSTITUTION OR THE DISMISSAL OF A DIRECTOR.
FCCB requires that its Insiders and other representatives avoid possible misconduct and conflicts of interest through informed judgment and careful regard for the standards of conduct and responsibilities as set forth. In all situations, including those where there are no applicable legal principles or the law is unclear or in conflict, Insiders are expected to conduct themselves in such a manner that can be supported by the Bank and to exercise good judgment in the discharge of their responsibilities.
Compliance with the Code of Ethics (the "Code") will be the responsibility of every representative of the Bank.
The needs of the community are to be given consideration in making business decisions.
Nothing destroys a customer's trust in a bank more rapidly or with more long-term consequence than a breach of confidentiality.
The use of confidential information obtained through or as a consequence of employment in the Bank must be limited to the proper conduct of the Bank's business. Neither the Bank nor any of its Insiders may use or permit others to use such confidential information for the purpose of furthering a private interest or as a means of making a profit.
Corporate Policy
It is the policy of the Bank that all Insiders and other representatives must avoid potential conflicts of interest. A potential conflict exists whenever an Insider or other representative has an outside interest -- direct or indirect -- which conflicts with the individual's duty to the Bank or adversely affects the individual's judgment in the discharge of his responsibilities at the Bank. The appearance of a conflict of interest may be just as damaging to the Bank's reputation as a real conflict.
Insiders are prohibited from self-dealing or otherwise trading on their positions with the Bank or accepting from one doing or seeking to do business with the Bank a business opportunity not available to other persons or that is made available because of such official's position with the Bank.
The Bank's name is not to be used as leverage by Insiders to enhance their own opportunities when dealing with others in their political, investment, or retail purchasing activities.
All Officers and Employees must report any violations or suspected violations of Federal criminal law as soon as it is discovered to the Internal Audit Department and the Chief Executive Officer ("CEO") who in turn is required to investigate and report the matter through legal counsel to the Federal Bureau of Investigation, the U.S. Attorney, the Federal Reserve Bank of Philadelphia, the Pennsylvania Department of Banking and the bonding company.
In the event a potential conflict of interest does arise involving an Insider, its nature and extent should be fully disclosed immediately to the CEO of the Bank, who, after making a thorough review of the circumstances, will report to the Board of Directors who will determine appropriate action to be taken. Officers and Employees must disclose all potential and actual conflicts of interest, including those in which they have been inadvertently placed due to either business or personal relationships with customers, suppliers, business associates, or competitors of the financial institution.
Fiduciary Appointment
Except for a member of an Officer or Employee's immediate family, prior approval by the CEO is required before acceptance by an Officer or Employee of appointment as fiduciary or co-fiduciary (executor, administrator, guardian, or trustee) of customers of the Bank, either with the Bank or with another person, firm, or corporation. Immediate family is defined as spouses, parents, children and/or siblings.
To avoid the appearance of any impropriety, Directors should exercise reasonable caution in accepting appointment as a fiduciary or co-fiduciary, executor, administrator, guardian, or trustee.
Beneficiary (or Legatee) Under a Will or Trust
Officers and Employees must report any gift of a beneficial interest or legacy under wills or trust of customers of the bank, other than a relative, at such time as the Officer or Employee learns of the designation. The objective of such a notification requirement is to allow for consideration of all the facts in each case to make certain there are no real conflicts of interest and that a reasonable, disinterested third party could not allege a conflict of interest upon the Officer or Employee in receipt of the benefit.
If this reporting requirement results in a decision that a real or apparent conflict exists or could exist, the Officer or Employee will be expected to make every effort to be relieved of the expectation of benefit and will probably be required to renounce the gift.
Lending Relationships
It is the position of the Bank that lending services be available to serve the legitimate and deserving credit needs of all customers on an equal basis. Loan terms and conditions shall be based upon a borrower's creditworthiness and Board approved policies.
Prohibited Lending Practices
Lending Officers are not permitted to process loan applications or to extend credit to members of their immediate family. Immediate family is defined as spouses, parents, children, and/or siblings. Any such loan application must be approved according to the Banks Loan Policy.
Extending credit to companies in which the Lending Officer has an interest as a director, officer, controlling person, or partner, or in which a member of the Lending Officer's immediate family has such an interest is not permitted.
No loans to Insiders will be made under terms and conditions different from those stated in the lending policy or in accordance with applicable laws/regulations.
Outside Employment
Full-time Officers and Employees should carefully scrutinize outside employment, including the performance of any services for compensation, to avoid potential conflicts of interest and excessive demands on one's time. Outside employment may be undertaken unless objected to by the CEO or the Compensation/Human Resource Committee of the Bank's Board of Directors on the grounds that such outside employment interferes with job performance or has the appearance of a conflict of interest with the Bank.
Participation in Public Affairs
It is the philosophy of the Bank to encourage on the part of its Officers and Employees a full awareness and interest in civic and political responsibility. Each Officer and Employee shall have the opportunity to support community activities or the political process as they desire.
Voluntary efforts for civic activities normally take place outside of regular business hours. If voluntary work requires bank time, prior approval must be obtained from the CEO.
Corporate Directorships, Public Offices, and Commissions
Officers and Employees must be constantly aware when considering election or appointment to corporate boards, public offices, or commissions, that serving in such capacity will not place them in a position where a potential conflict of interest may exist.
Unless specifically approved by the Compensation/Human Resource Committee of the Bank's Board of Directors, no Insider shall serve on the board of directors of any nonbank entity which is in direct competition with the Bank. If a conflict develops, the Bank reserves the right to request the Director or Officer involved to divest themselves of one of the conflicting interests.
In like manner, Insider or substantial shareholder of another company shall not serve as a Director of any Bank entity where such circumstances exist.
Utilization of Corporate Resources
Insiders are prohibited from requesting or using corporate facilities or property (real or personal). Further no personnel are to be assigned duties for the personal benefit of Insiders.
Insiders as Providers of Supplies or Services
All transactions with Insiders (or affiliates) will be conducted on an arm’s length basis and on the same general terms and conditions as other providers. No preferential treatment is to be made especially through incurring excessive cost for supplies or service from such Insiders.
Receipt of Gifts
The Bank expects all Insiders to render efficient and courteous service to its customers at all times without expectation of reward for employment. To avoid even the implication of any impropriety, it is important that each staff member decline any cash or gifts, the acceptance of which would raise even the slightest doubt of improper influence. If an Officer or Employee is offered or receives something of value from a customer, the Officer or Employee must disclose that fact to the CEO. The CEO will determine whether or not what is offered or accepted is reasonable and not a threat to the integrity of the Bank.
It is recognized, however, that certain gift-giving may occur without an intent to influence or reward an officer corruptly in connection with the business of the Bank. Exceptions to the general prohibition of accepting things of value in connection with the business of the Bank may include acceptance of:
(a) Gifts, gratuities, amenities or favors based on obvious family or personal relationships (such as those between parents, children or spouse of a financial institution official) where the circumstances make it clear that it is those relationships rather than the business of the financial institution concerned which are the motivating factors;
(b) Meals, refreshments, entertainment, accommodations or travel arrangements, all of reasonable value, in the course of a meeting or other occasion, the purpose of which is to hold bona fide business discussions or to foster better business relations, provided that the expense would be paid for by the bank as a reasonable business expense if not paid for by the other party;
(c) Loans from other financial institutions on customary terms to finance proper and usual activities of financial institution officials, such as home mortgage loans, except where prohibited by law;
(d) Advertising or promotional material of reasonable value, such as pens, pencils, note pads, key chains, calendars and similar items;
(e) Discounts or rebates on merchandise or services that do not exceed those available to other customers;
(f) Gifts of reasonable value that are related to commonly recognized events or occasions, such as a promotion, new job, wedding, retirement, holiday or birthday; provided, however, such gifts shall not exceed a value of one hundred dollars ($100.00); or
(g) Civic, charitable, educational or religious organization awards for recognition of service and accomplishment.
Preferential Treatment
No Insider of the Bank shall acquire or appropriate to his own personal use any Bank property, service, or profits opportunity on the basis of or under situations not available to members of the public.
Community Involvement
It is illegal to use Bank funds for the purpose of making contributions or expenditures in connection with elections to any local, state and federal office.
Improper Transactions and Payments
It is commonly recognized that there is a direct correlation between illegal or improper payments and inaccurate records. To guarantee the accuracy of the Bank's books and records, the following principles should be observed:
- All transactions or conduct of the Bank business must be properly reflected in the Bank's books; and
- No secret unrecorded fund, Bank money or other assets shall be established or maintained; and
- Any payment is prohibited if no record of its disbursement is entered in the Bank's accounting records; and
- Making false and fictitious entries in the books or records of the Bank or issuing false or misleading documents is prohibited and, in most circumstances, will constitute a criminal offense.
Relationships with Competitors
The antitrust laws are intended to preserve and foster the American economic system of free enterprise by assuring energetic but fair competition among business firms and to prevent business activity that results in undue or unfair restraint or competition, the formation of monopolies, and various undesirable business practices.
In providing its full range of financial services, the Bank engages in vigorous, yet fair and open competition. All of the Insiders are expected to observe the highest standards of ethical conduct in relationships with competitors. It is the Bank's policy to emphasize the quality and competence of services and staff rather than to criticize those of competitors.
Insiders of the Bank are prohibited from entering into arrangements with competitors for the purpose of setting or controlling prices, rates, trade practices, marketing policies, or disclosing to competitors future plans of the Bank which have not been disclosed generally to the public.
Tie-Ins and Executive Dealings
Antitrust laws require that the Bank may not extend credit, lease or sell property or furnish any of its services to any entity not available to all other qualifying applicants.
The Bank's personnel must be alert to recognize situations, transactions, and activities actually or potentially affected by antitrust laws.
Each Insider will be expected to monitor their personal conduct so as not to bring discredit to the Bank. As such, overdrafts of Insider checking accounts and past due loan payments will not be tolerated and may be in fact a violation of law. In addition, each Officer and Employee shall conduct themselves while at or away from the Bank in such a manner so as not to bring discredit to themselves or to the Bank.
Individuals should refer promptly any questionable matters for guidance and resolution to the CEO or the Bank's Board of Directors.
The Board of Directors has adopted this Code of Ethics and delegated to the CEO the responsibility for its administration by officers and employees throughout the Bank. The Corporate Board of Directors will have the responsibility of administering the Code of Ethics as it relates to directors.
It is their responsibility to be familiar with this code of business conduct and to abide by the letter and spirit of its provisions at all times. All new Employees are provided with a copy of the Code at the time of their orientation. Supervising Officers are expected to make every reasonable effort to ensure that their staff continues to comply with the provisions of the Code.