- Corporate Governance
This mission of Citizens First Corporation is to operate a profitable, full-service, community-owned bank 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.
To help gain this public confidence, we have established a structure of corporate governance, which promotes honesty and integrity within our organization and takes into account the various legal requirements of the Securities Exchange Commission, the FDIC, and other regulatory bodies.
Our Board of Directors has been carefully selected to provide management with guidance from a diverse group of business people who represent a wide variety of industries. A separate Audit Committee and Corporate Governance Committee, each composed of independent directors, meets regularly to address internal controls and other financial matters.
The Board has also adopted a Code of Conduct to give our associates specific guidance on the company's expectations on matters such as fair dealing, confidentiality, personal conduct, and gifts and gratuities. Every employee, officer, and director of the company signs an acknowledgement that they have received the policy.
Finally, we have adopted a formal procedure for reporting complaints relating to questionable accounting, internal control or auditing matters. This process allows anyone who might have the concerns to contact the Chairman of the Audit Committee directly without fear of reprisal. Any such complaints will be promptly investigated and reported to the Audit Committee.
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- Code of Ethics
The mission of Citizens First 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 also a key element in gaining stockholder support, 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 Citizens First to achieve its stated mission, but will also enable the company to provide challenging and fulfilling employment in a stable and safe environment.
Conflict of Interest Policy
Directors, 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
- transactions between the individual, or a party related to the individual, and the Company;
- 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
- 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
- a breach of confidential information,
- a mishandling of fiduciary responsibilities,
- business conducted solely on the basis of friendship, family ties, gifts given or received, or for favor of special interest groups,
- using the name of the Company as leverage to enhance personal opportunities in business or politics, and
- using the resources of the Company for personal gain.
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.
Information 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 customer financial or identifying information, 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.
Related Party Transactions
Generally, all transactions between the Company and a director, officer, employee and their immediate families (a "related party") 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.
Gifts and Gratuities
No 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 director's, 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:
- 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;
- accepting something of value if the benefit is available to the general public under the same conditions on which it is available to you;
- 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; 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.
If an employee, officer or director 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 Human Resources. 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 Chief Executive Officer 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.
No 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.
Outside Business Relationships
No 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 boards of religious, civic or charitable organizations 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 officers 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 Bank.
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.
Directors, 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 ethically comply with their obligations and try to uphold the spirit of all business arrangements. Directors, officers and employees are to treat others in the same manner that they wish to be treated.
Conduct in the Workplace
Each director, officer and employee will conduct himself 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.
Directors, 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 State and Federal laws and regulations. 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.
Complying with the Law
Directors, 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 non-public 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.
Reporting Code Compliance
Officers 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 Chief Executive Officer. 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 Human Resources or the Chief Executive Officer. 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.
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 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 Human Resources.
Amendment, Modification and Wavier
This 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 Chief Executive Officer 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.
- Complaint Reporting
As part of the Sarbanes-Oxley Act, the Audit Committee of Citizens First has established the following procedures for handling complaints relating to questionable accounting, internal control or auditing matters.
Any person within or outside of the Bank may report a complaint or concern about the accounting, internal controls, or auditing matters of the company. Furthermore, Citizens First will not discharge, demote, or otherwise discriminate against any employee or other person who makes a complaint of the nature described above, provided that the complaint is submitted without malice and in good faith by a person reasonably believing that their allegation constitutes a violation of the securities laws or financial fraud statutes of a governmental authority.
Any such complaint/concern should be submitted in writing to the attention of the Audit Committee Chairman, 553 E. Main Avenue, Bowling Green, KY 42101. Your submission may be anonymous and information included will be held in confidence.
In all cases where a complaint/concern is received, the Audit Committee will make a record of the allegation, and order investigation of the matter as deemed appropriate by the committee members.