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Cecil Bancorp Inc. Code of Ethics
January 1, 2013
The honesty, integrity, ethical behavior, and sound judgment of our directors, officers, and employees and our compliance with laws, rules, and regulations are essential to the reputation and success of Cecil Bancorp, Inc. (the “Company”) and its subsidiaries. The Company and its subsidiaries together are referred to as “Bancorp” for convenience.
This Code of Ethics is designed to promote these characteristics and behavior, to protect and advance the reputation of Bancorp, and to deter wrongdoing. The Code governs the actions, relationships, and qualifications of directors, officers, and employees of Bancorp. It supplements more specific policies adopted by Bancorp, including, codes of conduct and policies adopted by the Company’s banking subsidiary.
This Code of Ethics:
- Requires the highest standards for honest and ethical conduct, including proper and ethical procedures for dealing with actual or apparent conflicts of interest between personal and professional relationships.
- Requires full, fair, accurate, timely and understandable disclosure in (i) reports and other documents that Bancorp files with or provides to the Securities and Exchange Commission and with other governmental and regulatory agencies and (ii) Bancorp’s other public communications.
- Requires compliance with applicable laws, rules and regulations.
- Requires prompt internal reporting of violations of the Code.
- Requires that any waivers of the Code for directors or executive officers of the Company must be approved by the Company’s Board of Directors.
- Requires accountability for adherence to the Code and provides for its enforcement.
- Addresses potential or apparent conflicts of interest and provides guidance for employees, officers, and directors for resolving those conflicts.
- Addresses misuse or misapplication of Bancorp property and corporate opportunities.
- Requires the highest level of confidentiality and fair dealing within and outside Bancorp.
Compliance with Laws, Rules and Regulations
This Code of Ethics is based on Bancorp’s policy that all Bancorp directors, officers, and employees must comply with the applicable federal and state law and regulations. This Code of Ethics requires conduct that may exceed the legal standard.
Conflicts of Interest
A “conflict of interest” is any activity, interest, or relationship that might interfere with, or appear to interfere with, the ability of a director, officer, or employee to act in the best interests of Bancorp and its customers. Any position or interest, financial or otherwise, which could materially conflict with your performance as an employee, officer or director of Bancorp, or which affects or could reasonably be expected to affect your independence or judgment concerning transactions between Bancorp, its customers, suppliers, or competitors is considered to be a conflict of interest. All conflicts of interests must be reported and resolved under the appropriate Bancorp policies.
The federal securities laws prohibit the use by directors, officers, or employees for direct or indirect personal gain, of material non-public information received while performing their jobs for Bancorp, or otherwise trading in Bancorp securities while aware of material non-public information (“insider trading”). Even the appearance of insider trading may expose Bancorp to governmental action and seriously damage its reputation. All directors, officers, and employees must act in strict compliance with the Bancorp Insider Trading Policy, which includes specific prohibitions, requirements, and procedures. Any questions regarding the Insider Trading Policy should be directed to the Chief Executive Officer.
Extensions of Credit
Bancorp’s affiliate banks may extend credit to any executive officer, director, or principal shareholder of Bancorp only on substantially the same terms as those prevailing for comparable transactions with other persons or that may be available to bank employees generally as permitted by and in accordance with Regulation O of the Board of Governors of the Federal Reserve System.
Outside Business Relationships
Before agreeing to act as a director, officer, consultant, or advisor for any other business organization, you should notify your immediate supervisor.Directors should disclose all new directorships or potential directorships to both the Chairman of the Board and the Chief Executive Officer.Bancorp encourages civic, charitable, educational, and political activities as long as they do not interfere with the performance of your duties at Bancorp. Before agreeing to participate in any civic or political activities, you should contact your immediate supervisor.Employees who are considering outside employment should notify their supervisors. Employees in some positions of Bancorp and its affiliates are prohibited from holding outside employment. Supervisors will review outside employment requests for potential conflicts of interest in consultation with the Chief Executive Officer.
Nonpublic information regarding Bancorp or its businesses, employees, customers and suppliers is confidential. As a Bancorp director, officer, or employee, you are trusted with confidential information. You must use this confidential information for the business purpose intended. You must not share confidential information with anyone outside of Bancorp, including family and friends, or with other employees who do not need the information to carry out their duties. You may be required to sign a specific confidentiality agreement in the course of your employment at Bancorp. You remain under an obligation to keep all information confidential even if your employment with Bancorp ends.The following is a non-exclusive list of confidential information:
(i) Trade secrets, which include any business or technical information, such as formula, program, method, technique, compilation or information that is valuable because it is not generally known.
(ii) All rights to any invention or process developed by an employee using Bancorp facilities or trade secret information, resulting from any work for Bancorp, or relating to Bancorp’s business, which belongs to Bancorp.
(iii) Proprietary information such as customer lists and customers’ confidential information.
Using confidential information, about Bancorp or its businesses, directors, officers, employees, customers, or suppliers for personal benefit or disclosing such information to others outside your normal duties is prohibited.
Doing so can subject you to civil and criminal liabilities.
Employees, officers and directors are prohibited from:
- (i) Personally benefiting from opportunities that are discovered through the use of Bancorp property, contacts, information or position.(ii) Accepting employment or engaging in a business (including consulting or similar arrangements) that may conflict with the performance of your duties or Bancorp’s interest.(iii) Soliciting, demanding, accepting, or agreeing to accept for yourself of for a third party anything of value from any person, other than Bancorp, in conjunction with the performance of your employment or duties at Bancorp.(iv) Acting on behalf of Bancorp in any transaction in which you or your immediate family has a significant direct or indirect financial interest.(v) Offering something of value to someone with whom you transact business if the benefit is not otherwise available to other, similarly situated Bancorp customers or suppliers under the same conditions.There are certain situations in which you may accept or provide a personal benefit from or to someone with whom you transact business such as meals and certain gifts, subject to dollar and other limitations. Directors and executive officers should direct any questions regarding allowed benefits to the Chief Executive Officer. Other officers and employees should direct any questions to their supervisors or to Human Resources.
Each director, officer, and employee should undertake to deal fairly with Bancorp’s customers, suppliers, competitors, and employees. Additionally, no one should take advantage of another through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practices.
Officers and employees must disclose prior to or at their time of hire the existence of any employment agreement, non-compete or non-solicitation agreement, confidentiality agreement or similar agreement with a former employer that in any way restricts or prohibits the performance of any duties or responsibilities of their positions with Bancorp. Copies of such agreements should be provided to Human Resources to permit evaluation of the agreement in light of the employee’s position. In no event shall an employee use any trade secrets, proprietary information or other similar property, acquired, in the course of his or her employment with another employer in the performance if his or her duties for or on behalf of Bancorp.
Bancorp’s subsidiary bank may be engaged in the business of serving as executor, trustee and guardian of estates of individuals. Officers and employees are encouraged to recommend these services to qualified individuals. Employees may serve as fiduciaries for members of their own families. With respect to any other person, employees should not seek nor accept appointment to any fiduciary or co-fiduciary position without the written approval of their supervisor. Due to the danger of customer misunderstandings, potential liability to Bancorp, its affiliate banks, or its officers or employees, and inherent conflicts of interest, such approval will not normally be given.
Employees may not directly or indirectly accept bequests under a will or trust if such bequests have been made to them because of their employment with Bancorp.
Protection and Proper Use of Bancorp Property
All employees, officers and directors should protect Bancorp’s property and assets and ensure their efficient and proper use. Theft, carelessness and waste can directly impact Bancorp’s profitability, reputation, and success. Permitting Bancorp property (including data transmitted or stored electronically and computer resources) to be damaged, lost, or used in an unauthorized manner is strictly prohibited.
Reporting of Illegal or Unethical Behavior and Violations of Law
Bancorp requires its directors, officers, and employees to promptly report and discuss any known or suspected violations of this Code. Directors should report such violations to the Chairman of the Board, or the Chief Executive Officer. Officers and employees may report violations to their supervisors, the Chairman of the Board, or the Chief Executive Officer.
Administration and Waiver of Code of Ethics
This Code of Ethics shall be administered and monitored by the Company Board of Directors, and the Chief Executive Officer. Any questions and further information on this Code of Ethics should be directed to the Chief Executive Officer.
All supervisors are responsible for reviewing this Code of Ethics with officers and employees under their supervision.
Generally, there should be no waivers to this Code of Ethics, however, in. rare circumstances conflicts may arise that necessitate waivers. Waivers with respect to non-executive officers and other employees will be determined, on a case-by-case basis, with the advice of counsel by the Chairman of the Board or by the Chief Executive Officer or her designee. However, 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.
Accountability and Enforcement
Known or suspected violations of this Code of Ethics will be investigated and may result in disciplinary action including immediate termination of employment.
EXCESSIVE AND LUXURY EXPENDITURE POLICY
This policy has been implemented by Cecil Bancorp, Inc. (“Company”) in accordance with the requirements under the American Recovery and Reinvestment Act of 2009 (“ARRA”) enacted February 17, 2009 and the Interim Final Regulations (“Regulations”) issued by the Department of the Treasury effective June 15, 2009. ARRA and the Regulations require each recipient of funds under the Capital Purchase Program (CPP) of the Troubled Assets Relief Program (TARP) to have in place a company-wide policy regarding excessive or luxury expenditures by September 13, 2009.
The Company prohibits excessive or luxury expenditures on entertainment and events, office or facility renovations, aviation or other transportation services or other activities or events that are not reasonable expenditures for conferences, staff development, reasonable performance incentives or other similar measure conducted in the normal course of business operations.
Renovations of Company facilities and office spaces should be implemented in accordance with the approved project plan budget and current Company profit plan, and tracked within the capital expenditure policy of the Company. An exception to this policy may be allowed by the Board of Directors if management must deal with an emergency situation, such as an act of nature, and the expenditure is necessary to make the facility operational for customer use. Such exceptions shall be approved by the Board as soon as practical, and where possible, in advance of management undertaking such expenditures. At no time should renovations be done that would have the appearance of being extraordinary or excessive from a community, customer or shareholder perspective.
Company entertainment is defined as an activity whereby and Employee or Executive would use corporate funds for business development purposes relating to a current customer or prospective customers, or to further enhance the Company’s marketing efforts.
Our expectation is that all expenses incurred by the Company or the Bank would be for company purposes, and used to reasonably promote the business of the Company and the Bank. Occasional events such as taking customer or prospects on trips, playing golf, dining out, or hosting them at other events the customer/prospect would find pleasurable is a necessary part of the Company’s marketing efforts and is not deemed as “luxury” or a violation of the Policy. These expenses should be documented and detailed as to the benefit derived by the Company and the Bank through the normal accounts payable process.
Events and parties focused on customers for the purpose of attracting their business would not ball under this policy.
We encourage our staff to attend conferences that are appropriate educational opportunities. These conferences should be related to the financial services industry and have a direct correlation to their job. At times it may be appropriate that a spouse would travel to these conferences with Company attendees. Typically these conferences are sponsored by vendors, banking association, or other industry related entities.
This Policy excludes attending conferences that have no education value to the staff, but is only intended as a reward to the attendee, whether payment for such conference is made by the Company or a third party vendor.
Employee Recognition/Holiday Parties
We feel that employee recognition/holiday parties are part of an employee appreciation process. These events should be local in geographic nature, and would include costs for such things as service awards and nominal door prizes. An event should not cost the sponsoring business unit more than the aggregate of an average day’s payroll per employee.
Retreats should only be used for educational or business planning purposes, and should be kept in consideration and looked at, in the same view and discretion as all other expenses. Board education is a vital part of maintaining, and keeping a dynamic directory base, and this policy should not limit a retreat that is focused on strategic planning or education.
The Bank will not cover any spousal travel expenses.
Transportation for Company staff to outlying locations, including bank locations, conferences, business development purposes and merger and acquisition research, should be conducted in the most cost appropriate way for the Company. Modes of transportation to be used may consist of vehicle, commercial air or rail service. The selection of transportation services will factor in cost, efficiency and timeliness of travel. Private air services are not allowed without the advanced approval of the Board of Directors.
Compliance with Policy
Compliance with this Policy shall be monitored by the Chief Financial Officer and reported to the Board of Directors and the Compensation Committee. All expenditures shall be reasonable and appropriate under the circumstances as determined by the Compensation Committee. All requests for expense reimbursement shall be submitted on the applicable Company forms in accordance with established procedures. Any expenditure in the above categories that are deemed to be unreasonably high under the circumstances shall be considered extravagant. No employee or director shall engage in extravagant spending. Any employee who engages in extravagant spending shall be subject to disciplinary action up to and including termination of employment.
Violations of the Policy
Any individual who violates this Policy, or knows of any such violation by any other individual, must report the violation immediately to such individual’s supervisor who shall then report the violation to the CEO, CFO or to the Chairman of the Board (if an alleged CEO violation).
Certification of Compliance
The CEO and the Chief Financial Officer of the Bank shall certify to the Board at least annually that the provisions of this Policy are being enforced and are sufficient to provide reasonable assurance that the Company’s and the Bank’s expenditures for such purposes are not excessive.