EXHIBIT 14
CODORUS VALLEY BANCORP, INC.
CODE OF ETHICS
ADOPTED BY THE
BOARD OF DIRECTORS
FEBRUARY 24, 2004
The Directors, officers and employees of Codorus Valley
Bancorp, Inc. and subsidiaries (collectively referred to as the "Corporation")
hold an important and elevated role in corporate governance. They are vested
with both the responsibility and authority to protect and preserve the interests
of all of the Corporation's constituents, including shareholders, customers and
citizens of the communities in which we conduct business. The maintenance of
high standards of honest, ethical and impartial conduct is essential to assure
the proper performance of the Corporation's business and the maintenance of the
public's trust. This Code of Ethics (the "Code") prescribes the policies and
procedures to be employed and enforced in the Corporation's operations.
- It is your responsibility to comply with the law
and behave in an ethical manner. This responsibility cannot be
delegated or assumed by the Corporation.
- This Code cannot anticipate every possible
situation or cover every topic in detail. Certain topics
covered in this Code are explained in greater detail in the
Corporation's Employee Handbook, Conflicts of Interest,
Insider Trading and other policies. Periodically the
Corporation may establish compliance programs to address
specific subjects. If you are unclear about a situation, seek
guidance before taking action.
- The standards in this Code do not necessarily take
into account all legal requirements. Where more restrictive
local laws or requirements exist, those take precedence.
- You must comply with all applicable governmental
rules and regulations. Failure to obey laws and regulations
violates this Code and may expose both you and the Corporation
to criminal or civil prosecution. Any violation of this Code
or other compliance programs may result in corrective action,
up to and including termination. The Corporation may also seek
civil remedies from you and even refer criminal misconduct to
law enforcement agencies.
- You are responsible for reporting suspected
violations of this Code.
- If you have a question about a topic covered in
this Code, please refer to the appropriate policy cited above.
If you still have a concern regarding any unethical or illegal
conduct, please follow the guidelines in the Corporation's
Whistle Blower Policy.
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Conflicts of Interest
A "conflict of interest" exists any time you face a choice between what
is in your personal interest (financial or otherwise) and the interest of the
Corporation. These situations are not always easy to avoid. When a conflict of
interest arises, it is important that you act with great care to avoid even the
appearance that your actions were not in the best interest of the Corporation.
If you find yourself in a position where your objectivity may be questioned
because of individual interest or family or personal relationships, notify Jann
Allen Weaver (ext. 502), our Insider Trading Compliance Officer, immediately.
Ownership Interests
Board of Directors approval is required for the Corporation to do
business with a company in which a member of the Board of Directors, an officer,
an employee or a family member of a director, officer or employee owns -
directly or indirectly - an interest.
Gifts, Meals, Services and Entertainment
You should not request or accept anything that might be used as a means
to influence, or even appear to influence, you against the Corporation's best
interests. Personal gifts should not be accepted other than those considered
common business courtesies and for which you would reasonably expect to give
something similar in return in the normal course of business.
Safeguarding Corporation Assets/Accuracy of Books and Records
The Corporation maintains internal controls to provide direction on
protecting Corporation assets and financial accountability. The controls are
based upon the following principles.
DO NOT:
- Make personal use of Corporation assets that creates any
additional costs for the Corporation, interferes with work
duties or violates any Corporation policies;
- Allow Corporation property to be used to help carry out
illegal acts;
- Manipulate financial accounts, records or reports for personal
gain;
- Maintain off-the-book accounts to facilitate questionable or
illegal payments; or
- Violate any law or regulation.
DO:
- Ensure effective internal controls and procedures are designed
and implemented;
- Prepare project budget proposals with accurate information;
- Maintain books, accounts and records according to generally
accepted accounting principles, using enough detail to reflect
accurately and fairly Corporation transactions;
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- Record transactions in a timely manner, so that no misleading
financial information is created. (These transactions include,
but are not limited to, income, expense, indebtedness,
obligation, reserves and acquisition or disposition of assets,
etc.); and
- Give full, fair, accurate, timely, and understandable
disclosure in any and all periodic reports filed with the
Securities Exchange Commission.
Insider Trading
Insider trading is a crime that can carry severe penalties. If you know
material, confidential information about the Corporation or any company with
whom we have a business relationship and you trade Corporation securities, such
as stocks or bonds, while in possession of that information or tell others about
it before it is made public, you may have violated the insider trading laws.
Please review the Corporation's Insider Trading Policy for more details.
Material information is the type of news that would affect a reasonable
investor's decision on whether or not to invest in the Corporation's stock.
Examples include plans to issue securities, sharp changes in earnings patterns,
changes in dividend rates, changes in key management personnel, mergers,
acquisitions, and important regulatory actions affecting the Corporation. This
policy forbids you from trading not only in Corporation stock, but also in stock
of our suppliers, customers or other companies with whom we have a business
relationship, while in possession of material inside information, learned in the
course of your employment at our Corporation.
We encourage all members of the Board of Directors, officers and
employees to invest in our stock. However, if you have access to any information
not readily available to the public, you must be very careful when trading stock
to be sure you have not traded while in possession of material non-public
information. When you have such information:
- Do not tell anyone not authorized to have the information. A
casual remark to a friend may find its way to a broker and
eventually to the entire financial community thereby requiring
the Corporation to make a premature or unplanned public
announcement. This "tipping" may be illegal and damaging to
the Corporation.
- In compliance with the Sarbanes-Oxley Act of 2002, trading is
prohibited in the Corporation's stock (or that of an
applicable outside company) until the news has been made
public for at least two full business days. Circumstances
suggesting the possibility of insider trading may result in an
investigation by governmental authorities of the Corporation
and stockbroker records of stock trading transactions. This
investigation could damage our Corporation's reputation and
result in liability or penalties, including criminal charges
and fines against you.
- This policy against insider trading also covers transfers into
and out of the Corporation stock or savings plans and changes
in patterns involving purchases of our stock within the plans.
However, generally, regular scheduled purchases of the
Corporation stock within plans are not prohibited.
If you are planning to effect a transaction in our securities, you must contact
Jann Allen Weaver (ext. 502), our Insider Trading Compliance Officer, in
advance.
Bribery, Kickbacks and Other Improper Payments
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The Corporation, our Board of Directors, officers and employees must
maintain high ethical and professional standards in all dealings.
- Do not directly or indirectly promise, offer or make payment
in money or anything of value to anyone, including a
government official, agent or employee of a government,
political party, labor organization or business entity or a
candidate of a political party, with the intent to induce
favorable business treatment or to improperly affect business
or governmental decisions.
- Our Code does not take into account all local legal
requirements. Where more restrictive local laws exist, those
take precedence. In general, the Corporation does not consider
ordinary and reasonable business entertainment or gifts of
insubstantial value that are customary and legal in the local
market to be improper.
- Document any entertainment of and gifts to customers and
potential customers.
- Loans made by the Corporation to its Board members, officers
or employees will comply with all federal and state laws,
statutes and regulations.
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ACKNOWLEDGMENT
I, the undersigned, hereby acknowledge that I have received a copy of
the Codorus Valley Bancorp, Inc. Code of Ethics. I further certify that I have
reviewed the Code of Ethics, and that I understand its provisions and what they
require of me. I understand that a violation of this Code of Ethics may result
in the termination of my employment and/or a request to resign.
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Date Signature
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