Exhibit 14.1 Code of Conduct and Ethics
FIRST COMMONWEALTH FINANCIAL CORPORATION
CODE OF CONDUCT AND ETHICS
I. INTRODUCTION
A. SUMMARY
It is the policy of First Commonwealth Financial Corporation ("FCFC")
and each of its affiliates (collectively, the "Corporation") that, at all times,
directors and employees shall adhere to and obey laws, rules, and
regulations of local, state, and Federal authorities applicable to the
business of the Corporation and its affiliates and to maintain the highest
standards of professional and ethical conduct which is essential in
preserving the Corporation's integrity to the shareholders and the
community we serve.1
B. RESPONSIBILITY
It is the responsibility of the Governance Committee to set the standards of
ethical business practices, and for all directors and employees to see that
they perform up to that standard. The Governance Committee has
designated the responsibility for the day-to-day coordination and
compliance monitoring to the Senior Vice President, Risk Management.
Each current director and employee will be required to read or review this
Code of Conduct and Ethics (the "Code") upon its adoption by the
Corporation and certify, in writing, that he or she understands his or her
responsibility to comply with the guidelines and provisions set forth
herein. Thereafter, each new employee will also be given a copy of the
code and will be required to certify in writing, that he or she also
understands his or her responsibility to comply with the guidelines and
provisions set forth within this Code.
1 An employee means an officer or employee of the Corporation and it includes executive officers,
unless otherwise stated. Certain parts of this Code of Conduct and Ethics may apply specifically to
"Executive Officers", and are so indicated. "Executive Officer" means a member of the Corporation's
management so designated by resolution of the Board of the Corporation.
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C. LEGAL AND ETHICAL STANDARDS
The maintenance of extremely high standards of honesty, integrity,
impartiality and conduct is essential to assure the proper performance of
the Corporation's business and the maintenance of the public's trust. The
preservation of that trust and of the Corporation's reputation requires close
observance of these standards on the part of the Corporation's directors
and employees.
Also, employees and directors of the Corporation should be alerted about
the Federal Bank Bribery Law, 18 U.S.C. Section 215, which provides that
whoever;
(i) "corruptly gives, offers or promises anything of value to
any person, with intent to influence or reward a director,
employee, agent, or attorney of a financial institution in
connection with any business or transaction of such
institution; or
(ii) as a 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 [guilty of an
offense]"
There are certain exceptions to the above rule concerning the receipt of
gifts. Please refer to Section III of this Code.
The Corporation requires that its directors, employees, and other
representatives avoid possible misconduct and conflicts of interest through
informed judgment and careful regard for the standards of conduct and
responsibilities set forth. In all situations including those where there are
no applicable legal principles or the law is unclear or in conflict, the
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Corporation's directors and employees are expected to conduct themselves
in such a manner that can be supported by the Corporation and to exercise
good judgment in the discharge of their responsibilities.
Compliance with the Code will be the responsibility of every
representative of the Corporation.
The needs of the community are to be given consideration in making
business decisions.
II. CONFLICTS OF INTEREST
A. CORPORATE POLICY
It is the policy of the Corporation that all directors, employees, and other
representatives must avoid potential conflicts of interest. A potential
conflict exists whenever a director, employee or other representative has
an outside interest - direct or indirect - which conflicts with the
individual's duty to the Corporation or adversely affects the individual's
judgment in the discharge of his or her responsibilities at the Corporation.
The appearance of a conflict of interest may be just as damaging to the
Corporation's reputation as a real conflict.
Employees and directors are prohibited from self-dealing or otherwise
trading on their positions with the Corporation or participating in a
business opportunity not available to other persons or that is made
available because of such official's position with the Corporation.
The Corporation's name is not to be used as leverage by directors or
employees to enhance their own opportunities when dealing with others in
their political, investment, or retail purchasing activities.
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B. LENDING RELATIONSHIPS
It is the position of the bank that lending services be available to serve the
legitimate and deserving credit needs of all clients on an equal basis. Loan
terms and conditions shall be based upon a client's credit-worthiness.
C. PROHIBITED LENDING PRACTICE
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 referred to another lending officer.
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.
It shall be unlawful for FCFC, directly or indirectly, including through any
subsidiary to extend or maintain credit, to arrange for the extension of
credit, or to renew an extension of credit in the form of a personal loan to
or for any director or executive officer of FCFC unless permitted by law.
An extension of credit maintained by FCFC on July 31, 2002 shall not be
subject to this provision provided that there is no material modification to
any term of any such extension of credit, or any renewal of any such
extension of credit on or after that date. Provided, however, that this
restriction does not apply to any loan made or maintained by First
Commonwealth Bank and First Commonwealth Trust Company (each a
"Subsidiary Bank" and collectively, the "Subsidiary Banks"), if the loan is
subject to the insider lending restrictions of Section 22(h) of the Federal
Reserve Act. Loans from a Subsidiary Bank are further subject to the
provisions of the FDIC's regulations set forth in 12 C.F.R. 337.3,
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Regulation O, 12 C.F.R. 563.43, the Subsidiary Bank's Lending Policy,
and other applicable provisions of law, and incorporated herein by
reference.
D. OUTSIDE EMPLOYMENT
Outside employment may not be undertaken without prior written
permission from the Human Resources Department or Chief Executive
Officer ("CEO") of the employee's employer. Full-time 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 not be
undertaken or continued if objected to by the CEO of the employee's
employer, Human Resources Department or the Governance Committee
on the grounds that such outside employment interferes with the job
performance or has the appearance of a conflict of interest with the
Corporation.
E. PARTICIPATION IN PUBLIC AFFAIRS
It is the philosophy of the Corporation to encourage on the part of its
employees a full awareness and interest in civic and political
responsibility. Each employee shall have the opportunity to support
community activities or the political process, as he or she desires.
Voluntary efforts for civic activities normally take place outside of regular
business hours. If voluntary work requires Corporation time, prior
approval must be obtained from the CEO of the employee's employer or
Human Resources Department.
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F. CORPORATE DIRECTORSHIP, PUBLIC OFFICERS,
COMMISSIONS
Directors 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. No director may
serve on any other public company boards unless such service is approved
by the Board.
G. POLITICAL ACTIVITIES
It is illegal to use Corporation funds for the purpose of making
contributions or expenditures in connection with elections to any local,
state and federal office. However, the Federal Elections Commission does
permit the use of Corporation funds and assets for limited political
purposes, such as: establishing political action committees and
implementing non-partisan voter registration or "get-out-the-vote"
campaigns.
H. ACCURACY OF RECORDS
Employees shall always adhere to established accounting rules and audit
controls. All records shall accurately reflect transactions in a timely
manner. Incorrect or misleading entries shall be corrected immediately.
Falsification of records or transactions shall be grounds
for termination.
In accordance with the rules promulgated by the SEC under the Sarbanes-
Oxley Act of 2002, it shall be unlawful for any director or officer of the
Corporation or any other person acting under the direction thereof, to take
any action to fraudulently influence, coerce, manipulate, or mislead any
independent public or certified accountant engaged in the performance of
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an audit of the Corporation's financial statements for the purpose of
rendering such financial statements materially misleading.
III. CORPORATE OPPORTUNITIES
A. RECEIPT OF GIFTS
The Corporation expects all directors and employees to render efficient
and courteous service to its clients at all times without expectation of
reward from its clients.
There is nothing wrong with having personal friendships with
representatives of those companies with whom we do business. However,
this cannot be permitted to extend to the giving or receiving of gifts that
could possibly influence the decisions made on behalf of the Corporation.
It is therefore against Corporate policy for any employee or director to
accept from any company or representative of those doing or seeking to do
business with us any gifts of value (For example: cash, merchandise, gift
certificates, weekend or vacation trips) that would influence them from
making the best decision for the benefit of the Corporation. This means
returning any such gifts which may be delivered to their home or office.
It is the responsibility of the employee or director to evaluate the intent of
the gift. No matter what the value of the gift, if the employee or director
feels the client is trying to influence his or her decisions, the gift should
not be accepted.
Specifically, no director, employee, agent, or attorney should:
i. Solicit for themselves or a third party other than for the
Corporation anything of value from anyone in return for any
business, service, or information; and
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ii. Accept anything of value other than regular authorized
compensation from anyone in connection with the business of the
Corporation, either before or after any business dealings occur.
Gifts are considered harmless if:
(a) They are based on a family relationship;
(b) They are benefits or awards that might be bestowed on any
member of the public;
(c) The benefit was a type that the Corporation would have paid for
had the giver not done so, such as business meals or traditional
holiday gifts; or
(d) They are valued at $300 or less.
However, there may be from time to time, situations that arise where an
employee or director of the Corporation is offered a gift of value in excess
of $300 in the normal course of doing business that is in the best interest
of the Corporation (e.g. golf outings, business meals or overnight seminars
to further the employees knowledge of the product and/or industry in
which the Corporation may want to do business), but may give the
appearance of influencing the employees decision. It is the policy of the
Corporation that any gift over $300 offered to an employee or director
must be reported by the employee to the CEO of the employee's
employer, or, in the case of a director, to the Chairman of the Board.
Individual gifts aggregating $300 or more from one source in any calendar
year are also subject to this reporting requirement. The CEO will review
the proposed gift and if he or she determines that the acceptance of the gift
is in the best interest of the Corporation, written approval will be given.
(See Exhibit A for a copy of the "Written Approval" form.) However, if
the CEO feels that it is not in the best interest of the Corporation, the gift
will not be accepted.
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There may be situations where an employee may have to accept a gift
prior to obtaining the CEO's approval. Upon returning to the Corporation,
it is the responsibility of the employee to obtain the CEO's after-the-fact
written approval of the gift. However, if the CEO feels that it is not in the
best interest of the Corporation, the gift will be returned or appropriate
reimbursement will be made.
Copies of these written approvals will be forwarded to the Senior Vice
President, Risk Management of the Corporation for review.
B. PREFERENTIAL TREATMENT
No director or employee shall acquire or appropriate to his own personal
use any Corporate property, service, or profit opportunity on the basis of
or under situations not available to members of the public.
IV. CONFIDENTIALITY
A. The confidential relationship between the Corporation and its clients is a
fundamental principle of the financial services business, which has long
been recognized by the statutes and court decisions. It is essential that
every director and employee maintain this relationship at all times.
B. The Corporation is entrusted with important information about individuals
and businesses. A violation of this trust is a serious matter. Furthermore,
the Corporation is legally obliged under regulations promulgated pursuant
to the Gramm-Leach-Bliley Act of 1999 to protect the privacy of a client's
personal financial information. Therefore, employees are authorized to
access client information only when they have a reasonable business need
for the information. The privacy practices of the Corporation are set out
more fully in the Privacy Policy, which is circulated, to our employees,
clients and members of the public, and is incorporated herein by reference.
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V. FAIR DEALING
INTRODUCTION
Each employee must endeavor to deal fairly with the Corporation's clients,
suppliers, competitors and other employees. No employee shall take unfair
advantage of anyone through manipulation, concealment, abuse of
privileged or confidential information, misrepresentation of material fact,
or any other unfair-dealing practice.2 More specific discussion follows:
A. RELATIONSHIP 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 Corporation engages in
vigorous, yet fair and open competition. All of the directors and
employees are expected to observe the highest standards of ethical conduct
in relationships with competitors. It is the Corporation's policy to
emphasize the quality and competence of services and staff rather than
criticize those of competitors.
Directors and employees of the Corporation 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 Corporation which have not have been
disclosed generally to the public.
2 Adapted from the Report of the NYSE Corporate Accountability and Listing Standards Committee as
submitted to the NYSE Board of Directors on June 6, 2002 (page 21), and from the Commentary to
the Corporate Governance Rules Proposals submitted to the SEC by the NYSE on August 16, 2002.
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No director or employee shall engage in any activity which competes with
the Corporation.
B. RELATIONSHIP WITH CLIENTS
Employees shall act in a professional manner at all times when
representing the Corporation. In dealing with the Corporation's clients,
employees shall use prudent judgment and exercise good faith. Employees
shall avoid situations that would generate a conflict of interest.
Transactions with clients shall always be conducted at "arms length".
C. TIE-INS AND EXECUTIVE DEALINGS
Antitrust laws require that the Corporation 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 Corporation's personnel must be alert to recognize situations,
transactions, and activities actually or potentially affected by antitrust
laws.
Each employee will be expected to monitor his personal conduct so as not
to bring discredit to the Corporation. As such, overdrafts of employee
checking accounts and past due loan payments will not be tolerated. In
addition, each employee shall conduct him or her self while at or away
from the Corporation in such a manner so as not to bring discredit to them
or to the Corporation.
Individuals should refer promptly any questionable matters for guidance
and resolution to the Corporation's Senior Vice President, Risk
Management.
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VI. PROTECTION AND PROPER USE OF CORPORATION'S ASSETS
Employees have a duty to protect and conserve Corporation property and to
ensure its use for proper purposes. Employees of the Corporation are to take care
of and have a responsibility to safeguard the property of the Corporation within
reason. However, at no time is an employee to put his/her person at risk to
safeguard Corporation property.
VII. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
It is the policy of the Corporation that it and its directors and employees comply
with both the letter and the spirit of the federal and state laws and regulations that
govern their respective activities. All operating policies, procedures and forms
used to conduct the Corporation's business shall be in conformity with applicable
federal and state laws and regulations.
VIII. ENCOURAGING THE REPORTING OF ANY ILLEGAL OR
UNETHICAL BEHAVIOR
A. Good Faith Reporting of Wrongdoing
Employees of the Corporation are protected, to the extent provided by law,
against retaliation by the Corporation when they provide information or
assist in an investigation by federal regulators, law enforcement, Congress,
or the Corporation itself, regarding conduct which the employee
reasonably believes relates to fraud against the Corporation's shareholders.
Furthermore, the Subsidiary Banks are subject to and the employees are
protected by Section 33(a) Depository Institution Employee Protection
Remedy, of the Federal Deposit Insurance Act (12 U.S.C. 1831j, as
amended), (the "Act"), which is commonly known as "Whistleblower
Protections". Pursuant to the Act, employees shall not be discharged,
threatened, or otherwise discriminated or retaliated against regarding their
compensation, terms, conditions, location or privileges of employment
because they, or a person acting on their behalf, make a good faith report
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or are about to report verbally or in writing to the Corporation or an
appropriate authority an instance of wrongdoing.
(i) "Good faith report" shall mean a report of conduct defined as
wrongdoing, which the person making the report has
reasonable cause to believe is true and which is made without
malice or consideration of personal benefit.
(ii) "Wrongdoing" shall mean a violation, which is not of a merely
technical or minimal nature of a federal or state statute or
regulation or of this Code of Conduct and Ethics designed to
protect the interests of the public or the Corporation.
3 Confidential "refers to taking all reasonable measures to protect the name of the complainant who has
filed a report concerning questionable accounting or auditing matters. The identity of the person
providing the information, which initiated the investigative audit, will not be disclosed unless the
disclosure is to a law enforcement agency which is conducting a criminal investigation, to Corporate
personnel with a legitimate need to know in order to carry out the investigation or as necessary to
conduct a complete and fair investigation. In addition, release of the identity of the complainant may
be required pursuant to a subpoena or in other circumstances where the Corporation is required by law
to release such information.
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All reports of alleged wrongdoings should be submitted by employees, in
writing, to Global Compliance Services, a Third Party Service Provider
contracted by FCFC to independently receive the allegations, at AlertLine
Anonymous, PMB 3767, 13950 Ballantyne Corporate Place, Suite 300,
Charlotte, North Carolina 28277 or by phone at (866) 824-7836. Global
Compliance Services will forward all of the reports of alleged
wrongdoings to the Chairman of the Audit Committee. The Chairman of
the Audit Committee or his designees will review the alleged wrongdoings
and will make a determination as to the best course of action. The
Chairman of the Audit Committee or his designees will make a
determination to either contract with an outside Investigation Agency or
have a review performed internally by the Governance Committee or any
other individuals or Group that the Chairman of the Audit Committee
deems appropriate. The Chairman of the Audit Committee or his
designees may discuss the allegations with the Corporation's Human
Resources Department, General Counsel, Chief Internal Auditor or other
individuals to properly conduct an investigation. They may also arrange a
meeting with the individual alleging the wrongdoing. In addition, the
individual for which the wrongdoing was alleged may also be interviewed.
Upon considering all the necessary facts, the Chairman of the Audit
Committee or his designees shall render a written decision, response or
explanation as expeditiously as possible.
B. Directors Submission of Good Faith Reports of Wrongdoing
Directors may submit any good faith reports of wrongdoing in writing to
the Chairman of the Governance Committee. A thorough investigation
will be undertaken by the Governance Committee or its designee and
appropriate action taken.
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C. Request for Waivers
All requests for waiver of a provision of this Code should be submitted, in
writing, to the Senior Vice President, Risk Management.
The Senior Vice President, Risk Management will forward all requests
made by directors or executive officers to the Governance Committee for
determination if the waiver should be made. The Governance Committee,
in consultation with General Counsel or such external legal counsel as
they deem appropriate, shall render a written decision, response or
explanation and submit it to the Board for ratification.
If the request under consideration relates to an employee that is not an
executive officer, the determination shall be made by the Senior Vice
President, Risk Management in consultation with General Counsel or such
external legal counsel as the Senior Vice President, Risk Management
deems appropriate.
D. Document Retention
All documentation supporting the decisions concerning alleged
wrongdoings and waivers will be forwarded to the Human Resources
Department for filing and retention. These files shall be available to
Internal Audit Services.
E. Reporting
On a quarterly basis the Senior Vice President, Risk Management will
present to the Governance Committee a summary report of all alleged
wrongdoings, the status of any investigation or decisions rendered, waiver
requests made and their status.
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F. Accounting or Auditing Matters
All reports of questionable accounting, internal accounting controls, or
auditing matters should be submitted by employees, in writing, to Global
Compliance Services, a Third Party Service Provider contracted by FCFC
to independently receive the allegations, at AlertLine Anonymous, PMB
3767, 13950 Ballantyne Corporate Place, Suite 300, Charlotte, North
Carolina 28277 or by phone at (866) 824-7836. Regarding accounting
and auditing matters, they may be submitted anonymously and will be
kept confidential (See footnote 3 regarding the definition of
confidential.) Global Compliance Services will forward all of the reports
of questionable accounting, internal accounting controls, or auditing
matters to the Chairman of the Audit Committee. The Chairman of the
Audit Committee or his designees will review the reports of questionable
accounting, internal accounting controls, or auditing matters and will
make a determination as to the best course of action. The Chairman of the
Audit Committee or his designees will make a determination to either
contract with an outside Investigation Agency or have a review performed
internally.
Upon considering all the necessary facts, the Chairman of the Audit
Committee shall render a written decision, response or explanation as
expeditiously as possible.
G. Any Employee who violates a provision of this Code is subject to
applicable disciplinary action up to and including termination.
Directors who violate a provision of this Code are subject to such sanction
as the Board of Directors shall impose. Notwithstanding the foregoing, the
Corporation also preserves and reserves its other rights and remedies
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against any individual who violates any provision of this Code, both at law
and in equity.
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FCFC - Policies & Procedures
Exhibit A
First Commonwealth Financial Corporation
Gift Written Approval Form
Name
Department:
Date Submitted:
Customer/Vendor/Individual who gave you the gift:
Customer/Vendor/Individual's affiliation with FCFC and Affiliates (Please define current or proposed relationships with Customer/Vendor/Individual):
Description of gift:
Value of gift:
Reason for acceptance of gift:
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FCFC - Policies and Procedures
I hereby certify that the above information is correct to the best of my knowledge:
Signature of the Employee Receiving the Gift:
Date:
Approved Denied
Comments, if applicable:
Signature of the Subsidiary (legal entity) CEO
Date:
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