Code
of Ethics
_______________________________________________________
Conflict
of Interest
It is the policy of the Bank to compete for
business on quality of service and price.
The Bank’s reputation for honesty and integrity is embodied in the honesty
and integrity of its representatives. As
employees of the Bank you must protect this sacred trust by avoiding situations
that might cause a conflict of interest or any charge of impropriety, real or
implied. You should conduct your personal and business affairs in a manner that
exemplify our commitment to honesty and integrity. This includes relationships with family,
business partners, customers and vendors.
Demands on our time and commitment that
might bring about conflicts of interest should be known to our associates and
resolved in favor of the best interest of the Bank. Consultation with supervisors and management
is appropriate where there may appear to be an issue. Any exceptions to this policy must be
approved in writing by Senior Management.
Compliance with Laws,
Rules and Regulations
Full and complete compliance with all
related laws and regulations is expected from each employee. Such laws and regulations shall include but
are not limited to all Federal Reserve Regulations and the Comprehensive Crime
Control Act of 1984.
Employees violating the Code of Ethics may
be subject to disciplinary action including discharge.
·
Refer to the Comprehensive Crime Control Act of
1984.
The Comprehensive Crime Control Act of 1984
makes it a CRIME for an officer, director, employee, agent, or attorney of any
financial institution, including a bank holding company, to solicit or accept
“anything of value” for himself or any other person “in connection with any
transaction or business of such financial institution”.
The Act also makes it a crime for anyone to
give or offer to any officer, director, employee, agent, or attorney of any
bank holding company, savings and loan holding company, bank, savings and loan
association, savings bank, credit union, SBIC or agricultural financing entity
“anything of value for, or in connection with, any transaction or business” of
such financial institution.
Gifts
Inducements, given or received, must be
limited so as not to be a factor in the decision of either party to a transaction. The application of these standards, while on
a case-by-case basis, must be considered in a context of full disclosure in
order to avoid either the fact or appearance of wrong doing due to improper
efforts to influence decisions.
Accepting Gifts
General Rule:
1.
It is never permissible for an employee to solicit
for himself or any other person a gift of any value from a customer over whose
business relationship he has an influence.
2.
An employee should not accept a gift of any value
from a customer if he has reason to believe that the customer expects or would
be entitled to expect favored treatment in return.
3.
An employee should not accept from a customer, over
whose business relationship he has influence - gifts, money or property that
can easily be converted into money (for example: stock), no matter how small
the amount or value.
4.
Even if the perceived motive for a gift is proper,
an employee should not accept gifts that have a value exceeding $100 per year
in the aggregate from any one customer over whose business relationship he/she
has influence.
Exception:
Receipt of the following will not be
considered prohibited “gifts”: (a) a non-extravagant and commonly offered
service (for example: meals, lodging or entertainment) received by an employee
from a customer in the course of a business meeting; (b) any service offered by
a customer (for example: a trip) where
it is determined (on a case-by-case basis) by Senior Management, that there are
important bank reasons (such as expanded business contracts or greater
understanding of the customer) for him to accept the service.
Giving Gifts
The prohibitions of the Act apply only to
the acceptance of gifts by persons who are officers, directors, employees,
agents or attorneys of financial institutions.
The Act does not prohibit the giving of a gift to the financial
institution itself, as distinguished from an individual connected with the
institution.
General Rule:
1.
No employee should on behalf of Gwinnett Community
Bank give or offer to a person connected with a financial institution a gift
with a value exceeding $100 Management
will consider items or services with a value of $100 and under as promotional
items, not gifts.
Exceptions:
1.
Reasonable meals and entertainment occasionally
extended as a matter of common courtesy to an individual connected with a
financial institution (for example: taking a correspondent banker to dinner and
a ball game) will not be considered a “gift” to an individual.
2.
Bank sponsored social functions for a large number
of individuals (for example: a reception for bankers held by Gwinnett Community
Bank) will not constitute the giving of a “gift” to the attendees.
Extensions of Credit to
Relatives and Business Associates
No employee shall make or approve loans to
entities in which they or their immediate family, have an interest directly or
indirectly. These entities include:
family businesses, partnerships, estates, trusts, associations, joint ventures,
companies where a shareholder interest is maintained unless it is publicly traded
and the ownership interest is less than 1%.
Any credit request under these circumstances must be referred to another
lender with no connection or affiliation to the borrower. Loans to persons who have approval
authority and which require Executive Committee or Board of Director approval must
abstain from voting. All transactions
must be arm’s-length transactions.
Employees must refrain from borrowing from
individuals or business customers of the bank.
The only exception is a recognized lender or dealer financing
scenario.
Employees must conduct their business and
that of their relatives at the Bank as would any other customer. Transactions must be handled “over the
counter”, by using telephone banking or internet banking. Employees must not transact entries to their
accounts or loans via the on line entry system or directly through the proof
department.
Confidentiality
It is the policy of the bank to treat all
information regarding the bank, its employees and customers in strictest
confidence.
Information, which comes to employees of the
Bank through our work or business contacts, is privileged and
confidential. It is not to be used for
the benefit of us or other customers.
Safeguarding the confidentiality of matters entrusted to us by our
customers is our first obligation to our customer.
It is expected that all employees respect
this confidentially even among family members.
In addition to confidentiality of customer
information, the bank will entrust you with other items, which require
safeguarding such as:
1)
Combinations
2)
Keys
3)
Passwords
You are not to share this information with
others.
As an enforcement of this policy, all
employees will be asked to sign a statement subscribing fully to this policy.
Breach of this policy will not be tolerated
and is grounds for dismissal.
Business
Conduct
It
is the policy of the Bank to comply fully with the anti-bribery
provisions. It is a criminal offence for
any U.S. enterprise of offer a bribe to an official, political party, or
candidate for political office for the purpose of obtaining, retaining, or
directing business to any person, regardless of whether that person is the one
making the bribe. A bribe may take the
form of an offer, payment, promise to pay, or authorization of the payment of any
money or anything of value.
When
conducting the business of the Bank, no bribes, kickbacks or similar
remuneration or consideration of any kind is to be given, offered, or accepted
to any individual or organization.
Referrals
Customers
will often ask for referrals for other professional service providers which
relate to their finances such as: attorneys, securities brokers, CPA’s, real
estate agents, etc. Employees are encouraged to refer customers to other
employees within the Bank and to approved partners. Employees may, when approved by management,
offer several sources from which a customer can select. Employees must be careful in making
recommendations due to the potential liability that could result if a
recommended party fails to meet the clients’ expectation. Employees should never render an adverse or
negative opinion regarding an outside professional as it may be grounds for
libel.
Customers
may ask a Bank employee for an opinion. The
Bank does not give investment, legal or tax advice. This is better left to an expert in that
particular field. Never discuss subjects
outside your expertise.
Fiduciary
Appointment
The
Bank does not have trust powers, therefore; no employee should act as an agent
or deputy in any signing capacity on any account (except for members of their
family) held in the Bank. Further,
employees may not act as executor, administrator, trustee, guardian, custodian,
or in any fiduciary capacity without authority granted by the Bank. Violations of this policy may result in
federal or state law violations as they govern the acceptance of fiduciary
fees.
Supplemental
Code of Ethics for Finance Professionals
The
Board of
The
principal executive officer and all Finance Professionals will:
(a) Engage in and promote honest and ethical
conduct, including the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships;
(b) Avoid conflicts of interest and disclose
to the General Counsel any material transaction or relationship that reasonably
could be expected to give rise to such a conflict;
(c) Take all reasonable measures to protect
the confidentiality of non-public information about Community Financial Holding
Company, Inc. or its subsidiaries and their customers obtained or created in
connection with employment activities and to prevent the unauthorized
disclosure of such information unless required by applicable law or regulation
or legal or regulatory process;
(d) Produce full, fair, accurate, timely, and
understandable disclosure in reports and documents that the Company files with,
or submits to, the Securities and Exchange Commission and in other public
communications made by the Company;
(e) Comply with applicable governmental laws,
rules and regulations; and
(f) Promptly report any violation of this
Code of Ethics for Finance Professionals to the Chairman of the
The principal executive officer and all Finance
Professionals are prohibited from directly or indirectly taking any action to
fraudulently influence, coerce, manipulate or mislead the Company’s independent
public auditors for the purpose of rendering the financial statements of the
Company.
The principal executive officer and all Finance Professionals
will be held accountable for adherence to this Code of Ethics for Finance
Professionals. Failure to observe the terms of this Code of Ethics for Finance
Professionals may result in disciplinary action, up to and including
termination of employment. Violations of this Code of Ethics for Finance
Professionals may also constitute violations of law and may result in civil and
criminal penalties for you, your supervisors and/or the Company.
If you have any questions regarding the best course of
action in a particular situation, you should promptly contact the Chairman of
the
ONLY
THE BANK CHIEF EXECUTIVE OFFICER MAY APPROVE EXCEPTIONS TO THESE GUIDELINES.