Exhibit 14
SUMMIT FINANCIAL GROUP, INC.
CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS
As leaders of Summit Financial Group, Inc. and its subsidiaries (collectively,
"Summit" or the "Company"), the Chief Executive Officer, the Chief Financial
Officer, and the Director of Accounting (collectively, the "Senior Financial
Officers") are expected to set an appropriate example of behavior for the
Company. The Senior Financial Officers are expected to conduct business and act
in an honest and ethical manner at all times. In this regard, the Senior
Financial Officers have the following responsibilities and ethical obligations:
o Regulatory and Public Reporting. Within the scope of his or her
duties, provide, or cause to be provided, full, fair, accurate, timely
and understandable disclosure in reports and documents that the
Company files with or submits to the Securities and Exchange
Commission ("SEC") and in other public communications. Accordingly,
each Senior Financial Officer is required to comply with Summit's
disclosure controls and procedures and internal control over financial
reporting. In addition, the Senior Financial Officers are responsible
for ensuring that financial records are maintained in accordance with
generally accepted accounting principles and any other applicable
accounting rules and regulations. Each Senior Financial Officer should
promptly report to the Audit and Compliance Committee of the Board of
Directors (the "Audit Committee") any material information which he or
she may become aware that could affect the disclosures made by the
Company in its filings with the SEC and in other public
communications.
o Reporting Deficiencies and Fraud. Promptly report to the Audit
Committee any information concerning (1) significant deficiencies in
the design or operation of the Company's internal control over
financial reporting that could adversely affect the Company's ability
to record, process, summarize, and report financial data and (2) any
fraud, whether or not material, that involves senior management or
other employees who have a significant role in Summit's financial
reporting, disclosures, or internal control over financial reporting.
o Corporate Opportunities. No Senior Financial Officer may use corporate
property, information, or position for improper personal gain or
compete with the Company directly or indirectly.
o Protection and Proper Use of Corporation Assets. Each Senior Financial
Officer should endeavor to protect the Company's assets and ensure
their efficient use. Theft, carelessness, and waste have a direct
impact on Summit's profitability. Company equipment should be used only
for legitimate business purposes, though incidental personal use or
personal use authorized by the Board of Directors, or its designee, is
permitted.
o Fair Dealing. Each Senior Financial Officer should endeavor to respect
the rights of and deal fairly with the Company's customers, suppliers,
competitors, and employees. No Senior Financial Officer should take
unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any
other intentional unfair-dealing practice.
o Reporting Code and Legal Violations. Promptly report to the Audit
Committee information concerning any violation of this Code by any
other Senior Financial Officer and any information concerning evidence
of a material violation of securities laws or other laws, rules, or
regulations applicable to the Company or any agent of the Company.
Summit will not permit retaliation for reporting any violation or
potential violation of this Code made in good faith.
o Disciplinary Measures. Any violation or potential violation of this
Code by a Senior Financial Officer shall be reported to the Board of
Directors, and the Board shall take action reasonably designed to
deter wrongdoing and to promote accountability by Senior Financial
Officers for adherence to such Codes. Following investigation by the
Board, written notice shall be given to the Senior Financial Officer
involved if and when the Board determines that a violation of this
Code of Ethics has occurred or that a potential violation may occur.
In such event, the written notice shall state the findings of the
Board and shall include, as appropriate, any corrective actions, which
may include, without limitation, censure by the Board, demotion or
reassignment of the Senior Financial Officer involved, suspension with
or without pay or benefits, and/or termination of employment. In
determining the appropriate corrective action in a particular case,
the Board, or its designee, shall take into account all relevant
information, including the nature and severity of the violation or
potential violation, whether the violation or potential violation was
a single occurrence or involved repeated occurrences, whether the
violation or potential violation appears to have been intentional or
inadvertent, whether the Senior Financial Officer involved had been
advised prior to the violation or potential violation as to the proper
course of action, and whether or not the Senior Financial Officer had
committed other violations or potential violations in the past. In
cases of illegal activity or wrongdoing, the Board, or its designee,
will notify the appropriate legal authorities.
o Waiver or Modification of Code for Senior Financial Officers. A request
by a Senior Financial Officer for a waiver of or exception to this
Code, or modification or amendment thereto, shall be directed to, and
shall only be granted by, the Board or a designated Board committee.
Any such waivers will be disclosed as required by law or SEC or NASDAQ
regulation.