Capital City Bank Group, Inc.
Code of Ethics for the Chief Executive Officer
and Senior Financial Officers
Preamble
Capital City Bank Group, Inc. (the "Company") is committed to the highest
ethical standards and to conducting its business with the utmost integrity.
An unwavering adherence to high ethical standards provides a strong
foundation on which the Company's business and reputation can thrive, and is
integral to creating and sustaining a successful, high-caliber company. The
Chief Executive Officer, Chief Financial Officer, principal accounting
officer, controller and persons performing similar functions (collectively,
the "Senior Officers") are subject to this Code of Ethics. The obligations
of this Code of Ethics supplement, but do not replace, the Associate Code of
Conduct applicable to all employees and executive officers. In accordance
with Section 406 of the Sarbanes-Oxley Act of 2002 and in recognition of
their critical role in proper corporate governance, the Senior Officers shall
be subject to the following conditions and requirements.
A. Standard of Conduct
The Senior Officers are expected to carry out their responsibilities honestly
and with the utmost integrity, exercising at all times their best independent
judgment.
B. Conflicts of Interest
The Company prohibits personal conflicts of interest unless the Company's
Audit Committee has approved them. In particular, a Senior Officer may not
exploit his or her position with the Company to obtain an improper personal
benefit for his or herself, for his or her family, or for any other person,
other than for authorized compensation and benefits, and should avoid even
the appearance of such a conflict.
If a Senior Officer becomes aware of a material transaction or relationship
in which a conflict of interest may arise, he or she should promptly disclose
this matter to the Audit Committee.
C. Public Disclosure
It is the Company's policy that the information in its public communications,
including all filings submitted to the Securities and Exchange Commission
(the "SEC"), be full, fair, accurate, timely and understandable. The Senior
Officers are responsible for acting in furtherance of this policy. In
particular, the Senior Officers must maintain familiarity with the disclosure
requirements that apply to the Company. The Senior Officers are prohibited
from knowingly misrepresenting, omitting, or causing others to misrepresent
or omit, material facts about the Company to others, whether within or
outside the Company, including the Company's independent auditors. The
Senior Officers must promptly bring to the attention of the Disclosure
Committee any material information of which he or she becomes aware that
affects or may affect the disclosures made by the Company in its public
filings, and to otherwise assist the Disclosure Committee in fulfilling its
responsibilities as specified in its charter.
D. Compliance with Laws, Rules and Regulations
It is the Company's policy to comply with all applicable laws, rules and
regulations. The Senior Officers should make every effort to ensure that
they, and the Company, are in compliance with such laws, rules and
regulations.
E. Internal Controls Deficiencies; Financial Fraud
A Senior Officer must promptly bring to the attention of the Company's
Disclosure Committee and its Audit Committee any information he or she may
have concerning (a) significant deficiencies in the design or operation of
the Company's internal controls over financial reporting that could adversely
affect the Company's ability to record, process, summarize and report
financial data, or (b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the Company's
disclosure controls or internal controls over financial reporting.
F. Compliance and Reporting
The Senior Officers should strive to identify and raise potential issues
before they lead to problems, and should ask the Company's Board of Directors
about the application of this Code of Ethics whenever in doubt. If the
Senior Officers become aware of any existing or potential violation of this
Code of Ethics, they should promptly notify the Company's entire Board of
Directors.
G. Waivers; Filing Form 8-K
There shall be no waiver of any part of this Code of Ethics except by a vote
of the Board of Directors. Prior to such a vote, the Board must ascertain
whether a waiver is appropriate and ensure that any waiver is accompanied by
appropriate controls designed to protect the Company.
As currently required by the SEC, the Company must disclose on Form 8-K any
waivers of or changes to this Code of Ethics within five business days after
such occurrence (or within any other time period specified by the SEC).
H. Enforcement and Accountability
The Company's Board of Directors shall determine appropriate actions to be
taken in the event of a violation of this Code of Ethics by the Senior
Officers. Any such action shall be reasonably designed to deter wrongdoing
and to promote accountability for adherence to this Code of Ethics, and may
include:
(a) Written notices to the individual involved that the Board has
determined that there has been a violation;
(b) Censure by the Board;
(c) Demotion or re-assignment of the individual involved;
(d) Suspension with or without pay or benefits (as determined by the
Board); and
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(e) Termination of the individual's employment.
In determining what action is appropriate in a particular case, the Board of
Directors shall take into account all relevant information, including the
nature and severity of the violation, whether the violation was a single
occurrence or one of repeated occurrences, whether the violation appears to
have been intentional or inadvertent, whether the individual in question had
been advised prior to the violation as to the proper course of action and
whether or not the individual in question had committed other violations in
the past.
Each Senior Officer will be required on an annual basis to certify his or her
compliance with this Code of Ethics.
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I have read and understand the Code of Ethics for the Chief Executive Officer
and the Senior Financial Officers and certify that, as of the date hereof, I
am in compliance with the terms of the Code.
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Signature
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Print Name
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Title
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Date
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