The mission of Citizens First Corporation is to operate a profitable, full-service, community-owned bank in the Bowling Green, Kentucky area that promotes the best interests of its customers and the community. Integral to accomplishing this mission is public confidence, which is a key element in gaining stockholder support, as well as attracting and maintaining the business of customers and the services of vendors and suppliers. Directors, officers and employees of the company and the bank are responsible for developing and continually strengthening that confidence.
The Company’s reputation for honesty and integrity is based on the individual and collective conduct of the directors, officers and employees. This code of ethics sets forth the policies that clarify to our directors, officers and employees the principles and values to which this company is dedicated. These policies will not only allow CFC to achieve its stated mission, but will also enable the company to provide challenging and fulfilling employment in a stable and safe environment.
II. Conflict of Interest PolicyDirectors, officers and employees should always keep in mind during the course of day-to-day activities to remain independent from any conflict of interest in fact and appearance. The appearance of a conflict of interest may be just as damaging to the Company’s reputation and business as an actual conflict of interest. Conflicts of interest, either real or perceived, may occur in connection with (1) transactions between the individual, or a party related to the individual, and the company; (2) the use of confidential information by an individual for the benefit of the individual or a related party, whether that information concerns the company or its customers, vendors or suppliers, and/or (3) the receipt by an individual of gifts, gratuities of concessions in business transactions from parties with which the company transacts business. Directors, officers and employees are expected to consider on an ongoing basis if their actions and business dealings could be perceived by anyone; including, but not limited to, shareholders, customers, vendors, suppliers, regulators and other employees, to be (1) a breach of confidential information, (2) a mishandling of fiduciary responsibilities, (3) business conducted solely on the basis of friendship, family ties, gifts given or received, or for favor of special interest groups, (4) using the name of the company as leverage to enhance personal opportunities in business or politics, and (5) using the resources of the company for personal gain.
III. Confidential InformationInformation that directors, officers and employees have access to as a result of their positions as directors, officers or employees of the company, its customers, or its suppliers and vendors is privileged information and must be kept confidential. Failure to keep this information confidential could result in damage to the business and/or reputation of the party to whom it relates and expose the individuals who disclose that information to be liable for damages. Information covered by this policy comprises any information not available for public release including operations and future plans of the company, written reports prepared for the company’s use, the existence of or terms of any business arrangement or proposed business arrangement between the company and any other party, information that could have an impact on the value of the stock or ownership interests in the company or other entity, and credit information about potential customers, vendors, suppliers, directors, officers or employees.
No director, officer or employee shall intentionally use the influence of his/her office for personal gain from a customer or supplier of the company.
IV. Related Party TransactionsGenerally, all transactions between the company and a director, officer, employees and their immediate families shall be on substantially the same terms as those afforded to unrelated parties. Although directors, employees and officers can receive discounts on certain deposit and loan products, in no event shall any extension of credit be made to a director or executive officer (as per Regulation O) on terms more favorable than those available to unrelated parties in similar circumstances.
Goods and services purchased or contracted by the company from a director, officer, employee or a related party shall be directly connected to the quality of those goods or services and the company’s level of need for those goods or services. The terms of the purchase or contract for goods and services from a director, officer, employee or related party shall be on terms that are no less favorable than the terms available to an unrelated party. When possible, all related party transactions should be competitively bid. If the goods or services purchased are not bid or, are not the low bid, the reasons for that choice shall be presented to the Board of Directors of the company prior to approval of the purchase.
All proposed purchases of goods and services or a series of purchases of goods and services from a related party must be supported with reasonable documentation demonstrating that the transaction is on terms no less favorable than would be available to an unrelated party and that documentation must be submitted to the Board of Directors for prior approval of the purchase. If a director or executive officer or related party has an interest in the proposed purchase, they will not participate in the consideration or vote on the purchase.
Purchases of goods or services or a series of purchases of goods or services from a director, executive officer or related party are exempted from the preceding policy if the aggregate amount of the purchase or purchases is less than $5,000 on an annual basis. The Directors not involved in a related party transaction will, annually, review all transactions with directors, executive officers and related parties. All directors must update his/her related interest disclosure annually and whenever a significant change occurs.
Directors, officers and employees are precluded from purchasing bank assets such as OREO (Other Real Estate Owned) or other repossessed collateral.
V. Gifts and GratuitiesNo director, officer or employee should accept a gift in any amount from a customer or supplier if such a gift could be perceived as influencing the officer’s or employee’s judgment. There are certain situations in which you may accept a personal benefit from someone with whom you transact business such as:
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1. | accepting a gift in recognition of a commonly recognized event or occasion (such as a promotion, wedding, retirement or holiday) if the gift does not exceed $100 from any one individual in any calendar year; |
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| 2. | accepting something of value if the benefit is available to the general public under the same conditions on which it is available to you; | |
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| 3. | accepting meals, refreshments, travel arrangements and accommodations and entertainment of reasonable value in the course of a meeting or other occasion to conduct business or to foster business relations if the expense would be reimbursed by the Company as a business expense if the other party did not pay for it; | |
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| 4. | or paying for meals, refreshments, travel arrangements and accommodations and entertainment of reasonable value in the course of a meeting or other occasion to conduct business or to foster business relations if the expense is reimbursed by the Company under its policy for reimbursement of business expenses. | |
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If an employee or officer is offered or receives something of value from a customer beyond what is authorized above; or has a potential conflict of interest, including those in which he or she has been inadvertently placed due to either business or personal relationships with customers, suppliers, business associates or competitors of the Bank, he or she must disclose that fact to the Vice President Human Resources. The Vice President Human Resources will keep contemporaneous written records of such disclosures.
On a case-by-case basis the Company may approve, in writing, other circumstances not identified above in which an employee, officer or director may accept something of value in connection with company business. Requests must be submitted in writing and provide full disclosure of all relevant facts. The President/CEO may grant approval, only after reviewing the requests and if the transaction is consistent with the law.
This provision in no way should be conceived as contrary to any provision of the Bank Bribery Act. If any inconsistencies exist, the act would take precedence.
VI. InvestmentsNo officer, employee or immediate family member of the employee or officer should invest directly or indirectly in the stock or business of a customer, borrower, supplier, or competitor without prior approval of the Board of Directors. Investment in a publicly held company is permissible at a rate available to the general public.
VII. Outside Business RelationshipsNo officer or employee of the company shall serve as an officer, director, partner or other official of any business or corporation without prior approval of the Board of Directors. Appointments to religious, civic or charitable organizations‘ Board of Directors do not require Board approval.
No officer or employee shall serve as a fiduciary or co-fiduciary (executor, administrator, guardian or trustee) without prior Board approval, except when serving as a fiduciary for an immediate family member.
No officer or employee should have any outside interest which might materially affect the officer’s or employee’s time and/or attention to his/her banking responsibilities.
No directors, officers or employees should be involved in any organization, board or other form of business organization which could be perceived to be in competition with the bank or adverse to the best interest of the company.
One of the stated goals of the company is to be a good corporate citizen by supporting initiatives that benefit the community. The company encourages directors, officers and employees to be involved in such initiatives and individuals are free to make their own choices concerning the support of any organizations or initiatives that benefit the community. However, care should be taken to avoid any implication that the company, as an institution, is supporting any political candidate, political party, civic or charitable organization or religious organization. The company will from time to time officially support civic and/or charitable endeavors as an institution, but in every instance the choice to participate will remain that of the director, officer, or employee.
VIII. Fair DealingDirectors, officers and employees will deal fairly, honestly and responsibly with all customers, fellow employees, and anyone else with whom they come in contact while representing the Company. With regard to customers, this duty requires directors, officers and employees to conduct business in a truthful and accurate manner, always maintaining high ethical standards. With regard to contracts, the Company, and its directors, officers and employees, will comply with their obligations and try to uphold the spirit of all business arrangements. With regard to others, this responsibility requires directors, officers and employees to treat others with respect and dignity, and in the same manner that they wish to be treated.
IX. Conduct in the WorkplaceEach director, officer and employee will conduct his self or herself in a professional and businesslike manner. Inappropriate workplace behavior such as discrimination or harassment is not permitted. Directors, officers and employees will assist the Company in its goal of providing a safe work environment for all employees. Workplace safety is fundamental. Directors, officers and employees will follow all safety rules and immediately report to their supervisor any unsafe conditions or incidents. Officers and employees will not use, possess or be under the influence of alcohol, mind altering or illegal substances while at work and will bring no weapons to the workplace.
X. Company RecordsDirectors, officers and employees will create and maintain only truthful and accurate Company records. The Company will keep its books and records according to generally accepted accounting principles and in accordance with established Company finance and accounting policies. Accrual and reserve entries and capitalization of costs will be used only for legitimate purposes. Company financial statements and periodic reports required to be filed with public agencies will be accurate, complete, objective, timely and understandable. No Company records will be destroyed except in accordance with the Company’s Record Retention Policy. All officers and employees will cooperate fully with regulators and with internal and outside auditors during examinations of the Company’s books, records and operations.
XI. Complying with the LawDirectors, officers and employees will strictly adhere to all applicable laws and regulations in effect where the Company does business. This includes insider trading laws. Directors, officers and employees will keep confidential and not seek personal profit from any material nonpublic information concerning the Company’s performance or prospects to which they have access. They will not collude with competitors to reach specific or tacit understandings regarding pricing, allocation of customers or markets or to inhibit competition.
XII. Reporting Code ComplianceOfficers and employees will report known or suspected violations to the appropriate authority. The integrity of the Company is diminished whenever its standards are violated. The Company forbids any retaliation against an employee who, in good faith, reports suspected wrongdoing.
Any questions concerning the code or its interpretation may be addressed to the President/CEO. Employees who suspect or know of violations to this Code of Ethics or illegal or unethical business or workplace conduct by employees, officers or directors have an obligation to contact either their immediate supervisor, Vice President Human Resources or Internal Auditor. If the individuals to whom such information is conveyed are not responsive, or if there is reason to believe that reporting to such individuals is inappropriate in particular cases, then the employee may contact the President/CEO. The Company will use reasonable efforts to honor requests for confidentiality, to the extent consistent with its need to investigate the report and take appropriate action.
XIII. AdministrationThis Code of Ethics shall be administered and monitored by the Vice President Human Resources and this Code of Ethics will be a part of the Corporate Human Resource Policy Manual and the policy manual of the Board of Directors. The Corporate Human Resource Policy Manual is available to all employees for review and will be distributed to management.
All employees will be required to review this Code of Ethics at the time of employment, to provide a signed acknowledgment of such review, and to agree to be bound by the provisions of this Code of Ethics.
It is the responsibility of the Vice President Human Resources to annually reaffirm compliance with this Code of Ethics by all employees, officers and directors, and to obtain a signed acknowledgement that each employee, officer and director has read and understands the guidelines and will comply with them.
Employees, officers and directors of the Company are expected to follow this Code of Ethics at all times. Employees, officers and directors of the Company may not do indirectly what he or she is prohibited from doing directly. Known or suspected violations of this Code of Ethics will be investigated and may result in disciplinary action up to and including termination of employment.
Any questions and further information on this Code of Ethics should be directed to the Vice President Human Resources.
XIV. Amendment, Modification and WavierThis Code of Ethics may be amended or modified by the Board of Directors. Generally, there should be no waivers to this Code of Ethics; however, circumstances or conflicts may arise that necessitate waivers. Waivers will be determined on a case-by case basis by the President/CEO with the advice of the Company’s legal counsel, if considered necessary. Waivers for directors and executive officers must be determined by the Board of Directors. For members of the Board of Directors and executive officers, the Board of Directors shall have the sole and absolute discretionary authority to approve any deviation or waiver from this Code of Ethics.
Any amendment to or waiver of this Code of Ethics with respect to the Company’s principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions shall be promptly disclosed, via a Form 8-K or via Internet dissemination, to the extent required by law.
