EXHIBIT 14
CODORUS VALLEY BANCORP, INC.
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CODE OF BUSINESS CONDUCT AND ETHICS
(ADOPTED/REVISED SEPTEMBER 14, 2004)
I. PURPOSE.
The purpose of this Code of Business Conduct and Ethics (this "Code") is to
promote honest and ethical conduct, focus the Board of Directors and management
of Codorus Valley Bancorp, Inc., and its subsidiaries and affiliates, (the
"Company") on areas of ethical risk, provide guidance to directors, officers and
employees to help them recognize and deal with ethical issues, provide
mechanisms to report unethical conduct and help to preserve the culture of
honesty and accountability at the Company.
II. SCOPE AND ADMINISTRATION.
This Code applies to all directors, officers and employees of the Company (each
a "Covered Person"). This Code will be administered and interpreted by the
Company's compliance officer, Harry R. Swift. The compliance officer is
authorized to formulate and implement rules, procedures and educational programs
designed to promote the effectiveness of this Code and respond to questions
concerning this Code and its application to specific situations. The Company's
compliance officer will report as necessary to the Audit Committee of the Board
of Directors regarding compliance by officers and employees with this Code and
the Corporate Governance and Nominating Committee of the Board of Directors
regarding compliance by non-management directors with this Code, but in each
case no less frequently than annually. If questions exist with respect to this
Code, they should be referred to the Company's compliance officer at the
earliest possible time.
III. CONFLICTS OF INTEREST.
Except with the prior knowledge and consent of the Company, no Covered Person
will have a "conflict of interest" with the Company. A conflict of interest
occurs when a Covered Person's private interest interferes in any way - or even
appears to interfere - with the interests of the Company as a whole. The
following list will serve as a guide to the types of transactions and
relationships that might cause a conflict of interest and that should be
considered as covered by this Code:
A. Actions taken by a Covered Person or interests that a Covered Person
has that may make it difficult to perform his or her work for the
Company objectively and effectively.
B. Ownership by a Covered Person or any member of his or her family of
a substantial financial interest in any outside concern that either
does a material amount of business, from the standpoint of either
party, with the Company or any subsidiary or affiliate, whether as a
supplier, dealer, or customer, or is a competitor of the Company or
any subsidiary or affiliate.
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C. Substantial management control by a Covered Person or any member of
his or her family of any outside concern that either does a material
amount of business, from the standpoint of either party, with the
Company or any subsidiary or affiliate, whether as a supplier,
dealer, or customer, or is a competitor of the Company or any
subsidiary or affiliate.
D. Performance by a Covered Person of services to any outside concern
or individual that either does a material amount of business, from
the standpoint of either party, with the Company or any subsidiary
or affiliate, whether as a supplier, dealer or customer, or is a
competitor of the Company or any subsidiary or affiliate.
E. Representation of the Company by a Covered Person in any transaction
in which the Covered Person or any member of his or her family has a
substantial interest.
F. Acceptance by a Covered Person or any member of his or her family of
improper personal benefits as a result of the Covered Person's
position in the Company, such as gifts of more than token value,
loans to, or guarantees of obligations of, the Covered Person or any
member of his or her family (other than from established banking or
financial institutions), excessive entertainment, or other
substantial favors from any outside concern or individual which does
or is seeking to do business with, or is a competitor of, the
Company or any subsidiary or affiliate.
G. Disclosure or use of confidential information for the personal
profit or advantage of the Covered Person or anyone else.
The foregoing list is only a guide to assist Covered Persons in identifying
potential conflicts of interest. The existence of a conflict of interest can be
determined only upon review of the particular circumstances in the context of
the Covered Person's activities within the Company. Therefore, Covered Persons
are required to report promptly to the Company's compliance officer (or to the
Chairman of the Audit Committee or to the Chairman of the Corporate Governance
and Nominating Committee of the Board of Directors to the extent a matter seems
to involve the compliance officer) any material transaction or relationship of
which they have knowledge that reasonably could be expected to give rise to such
a conflict of interest.
For purposes of this Code, the term "family" will be deemed to include a Covered
Person's spouse, parents, children, stepchildren, siblings, mothers and
fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and
other members of their household.
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IV. CORPORATE OPPORTUNITIES.
Covered Persons are expected to perform their duties in a manner that advances
the Company's legitimate interests. Covered Persons are prohibited from:
A. Exploiting opportunities that are discovered through the use of the
Company's property or information or through their position with the
Company;
B. Using the Company's property or information or their position with
the Company for their own personal gain; and
C. Competing with the Company.
V. CONFIDENTIALITY.
Trade secrets and other proprietary information of the Company and its customers
and suppliers, employee data, information about the Company's customers and
suppliers, and all other non-public information that might be of use to the
Company's competitors or harmful to the Company or its customers, if disclosed,
is confidential information. Confidential information must be protected by all
Covered Persons and, except to the extent legally required or specifically
authorized by an appropriate representative of the Company, must not be
disclosed to persons inside or outside the Company who do not have a legitimate,
work-related need to know such information. The loss of this information through
inadvertent or improper disclosure could be harmful to the Company and its
customers and suppliers.
VI. FAIR DEALING.
Covered Persons will not engage in unfair or illegal trade practices. Covered
Persons are expected to deal fairly with the Company's customers, suppliers,
competitors and employees, and to win or award business based on excellence of
service and competitive pricing, not through unethical or questionable business
practices. No Covered Person will take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other unfair-dealing practice.
VII. PROTECTION AND PROPER USE OF COMPANY ASSETS.
All Covered Persons are expected to protect and help to ensure the efficient use
of the Company's assets, including trade secrets, proprietary information,
equipment and other property created, obtained or compiled by or on behalf of,
or during the Covered Person's employment with, the Company. All Company assets
should be used for a legitimate business purpose. The misuse or removal from
Company facilities of Company assets is prohibited, unless specifically
authorized by an appropriate representative of the Company. Theft, carelessness
and waste of Company assets have a direct impact on the Company's financial
condition and results of operations.
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VIII. COMPLIANCE WITH LAWS, RULES AND REGULATIONS.
The activities of the Company must always be in full compliance with all laws,
rules and regulations of the jurisdictions in which the Company conducts its
business. The Company expects all Covered Persons to follow the spirit as well
as the letter of the law. In addition, Covered Persons are expected to fully
comply with the Company's Conflicts of Interest Policy.
The Company understands that Covered Persons may be uncertain as to whether a
transaction or course of conduct complies with the laws, rules and regulations
to which the Company may be subject. In these situations, it is the
responsibility of the Covered Person to obtain advice from the compliance
officer and to act in accordance with that advice. If a Covered Person is in
such a situation and complies with these procedures, then actions taken in
accordance with advice provided by the compliance officer will be deemed to be
in compliance with the Code.
IX. PUBLIC FILINGS AND COMMUNICATIONS.
The Company's Chief Executive Officer and Chief Financial Officer are ultimately
responsible for promoting full, fair, accurate, timely and understandable
disclosure in the reports and documents that the Company files with, or submits
to, the Securities and Exchange Commission and in other public communications
made by the Company ("Reports"). However, to the extent requested to provide
information to be included in, or to participate in the preparation of, Reports,
Covered Persons, including the Company's controller and principal accounting
officer, are responsible for providing such information and in preparing such
Reports in a manner that will help to ensure the full, fair, accurate, timely
and understandable disclosure of such information in the Reports. Covered
Persons are expected to report concerns regarding questionable accounting or
auditing matters.
X. REPORTING VIOLATIONS.
The Company is committed to supporting Covered Persons in meeting the ethical
standards of conduct set forth in this Code and expects all Covered Persons to
uphold these standards. Covered Persons are encouraged to talk to supervisors,
managers or the compliance officer when in doubt about the best course of action
in a particular situation. If a Covered Person becomes aware of anything that
occurs which could in any way be construed as a fraudulent or illegal act or
otherwise in violation of this Code, the Covered Person is responsible for
reporting such occurrence by contacting the Accounting Fraud Tip Line at (717)
747-2424 or the compliance officer at the earliest possible time. If any such
violation seems to involve the compliance officer, the matter should be reported
to the Chairman of the Audit Committee or to the Chairman of the Corporate
Governance and Nominating Committee of the Board of Directors, as appropriate.
Covered Persons are expected to cooperate in internal investigations of actual
or apparent violations of this Code. To the fullest extent possible, efforts
will be made to keep confidential the identity of any Covered Person who reports
a violation. It is also the Company's policy to prohibit retaliation against
Covered Persons who report actual or apparent violations of this Code in good
faith. However, Covered
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Persons who have participated in the wrongdoing or knowingly or recklessly
provided false information may be subject to corrective action, up to, and
including, dismissal.
XI. INVESTIGATION OF VIOLATIONS.
If, the Company receives information regarding an alleged violation of this
Code, the person or persons authorized to investigate alleged violations of this
Code shall:
A. Evaluate such information as to gravity and credibility;
B. Initiate an informal inquiry or a formal investigation with respect
thereto;
C. Prepare a report of the results of such inquiry or investigation,
including recommendations as to the disposition of such matter;
D. Make the results of such inquiry or investigation available to the
Board of Directors or the Audit Committee or Corporate Governance
and Nominating Committee of the Board of Directors, as appropriate,
for action; and
E. Recommend changes in this Code necessary or desirable to prevent
further similar violations.
The Company may disclose the results of investigations to law enforcement
agencies.
XII. PENALTIES FOR VIOLATIONS.
Violations of this Code or failure to cooperate with an internal investigation
of an actual or apparent violation of this Code may constitute grounds for
corrective action, up to, and including, immediate dismissal.
XIII. COMPLIANCE REPORTING
In order to help ensure compliance with this Code, each of the following
individuals will be required to complete and return a compliance report and
certification on an annual basis:
A. Directors;
B. Executive officers; and
C. Other Covered Persons with positions or responsibilities similar to
those listed above who are designated by the Company's compliance
officer from time to time.
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XIV. WAIVER.
Any waiver of the provisions of this Code for non-management directors or
executive officers of the Company may be made only by the Board of Directors.
Any other waiver of the provisions of this Code may be made by the Company's
Chief Executive Officer, in consultation with the Company's compliance officer.
Any waivers granted to directors or executive officers of the Company will be
promptly disclosed to the Company's shareholders in such manner as is required
by law or regulation (presently 8K filing).
END
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