EXHIBIT 14
CODE OF ETHICS
66
CCFNB BANCORP, INC.
CODE OF ETHICS
CCFNB Bancorp, Inc. (Columbia County Farmers National Bank, CCFNB, is a
subsidiary of CCFNB Bancorp, Inc) has always prided itself on maintaining the
highest ethical standards, and we believe that our employees, officers and
directors are aware of, and share, this commitment. This Code of Ethics provides
our employees, officers and directors with additional guidance and support for
ensuring that we maintain a consistent vision and commitment to a culture of
uncompromising honesty and integrity throughout our organization.
1. Applicability.
a. This Code of Ethics applies to all of our employees, officers,
Chief Executive Officer, Principal Financial Officer, and directors without
exception. (Each employee, officer and director of CCFNB is referred to in this
Code as a "covered person.") This Code governs the actions and working
relationships of each covered employee with current and potential customers,
co-workers, competitors, government agencies, media, stock exchange and
stockholders. Each covered person should become familiar with this Code, adhere
to the standards and restrictions set forth in this Code, and conduct himself or
herself in accordance with this Code in order to avoid even the appearance of
impropriety.
b. Some of the words and phrases in this Code may be subject to
different interpretations, or it may appear that one ethical principle conflicts
with another, in certain situations. If you are unsure of the appropriate
action, discuss the matter with an appropriate member of management, such as
your manager, a member of senior management or the Company's Compliance Officer.
c. This Code does not cover all of the Company's policies, but
supplements other policies set forth in our employee handbook. Each covered
person is expected to comply with all of the Company's policies. The fact that
particular conduct is not mentioned in this Code of Ethics does not prevent it
from being viewed as violating this Code of Ethics.
2. Compliance with Laws, Rules and Regulations.
a. Covered persons are expected to obey, and ensure that the
Company obeys, all applicable laws, rules and regulations of the United States
and other countries, and the states, counties, cities and other jurisdictions in
which we conduct business. This is true even if your manager or anyone in
management has directed otherwise.
b. While you are not expected to know the full details of all of
the laws, rules and regulations that you and the Company must adhere to, some
examples of the types of laws that the Company is subject to include laws
requiring the company and its employees to:
i. maintain a workplace that is free from discrimination or
harassment based on race, gender, age, religion or other characteristic that is
unrelated to the Company's interests or otherwise protected by law;
ii. comply with applicable environmental, health and safety
standards;
iii. support fair competition and laws prohibiting
restraints of trade and other unfair trade practices;
iv. prohibit improper or other questionable payments
(including bribes or kickbacks), gifts, favors or other gratuities to suppliers,
customers, government officials or other third parties; and
v. comply with all applicable federal and state securities
laws, including laws prohibiting insider trading. (Covered persons are referred
to the Company's Corporate Controller for further information regarding this
issue.)
c. If a law, rule or regulation conflicts with a policy in this
Code, you should comply with the law. If a local custom conflicts with this
Code, you must comply with this Code.
d. If you are unsure about the legal course of action, you should
request guidance from your manager or other member of management.
67
3. Conflicts of Interest.
a. Each covered person should avoid any situation that might lead
to a real or apparent conflict of interest between your self-interest and your
duties and responsibilities as an employee, officer or director of the Company.
A conflict of interest exists whenever your self-interest is inconsistent, or
appears to be inconsistent in any way, with the interests of the Company as a
whole.
b. Although the following list is not exhaustive, some examples
of situations in which a conflict of interest may arise are as follows:
i. When a covered person takes actions or has interests that
make it difficult to perform work for the Company objectively and effectively.
ii. When a covered person receives improper personal
benefits as a result of the person's position with the Company.
iii. When the Company makes a loan to a covered person or
guarantees an obligation of a covered person.
iv. When a covered person uses corporate property or
nonpublic information gained in his or her employment with the Company for his
or her own advantage.
v. When a covered person competes with the Company.
Any such conflict of interest may also arise as a result of actions
taken by, or interests of, a family member of a covered person.
4. Confidentiality.
a. Nonpublic information regarding the Company, its businesses,
employees, officers, directors, customers or suppliers is confidential. As an
employee, officer or director of the Company you are trusted with such
confidential information. You are only to use such confidential information for
the business purposes of the Company for which they were intended. Confidential
information should not be shared with anyone outside the Company, including
family or friends, or other employees who do not need the information to carry
out their duties, except when disclosure is authorized by your President or
legally mandated.
b. Communications about the Company, its businesses, employees,
officers, directors, customers or suppliers with the media, stockholders, or
other members of the public must be approved in advance by the President.
5. Fair Dealing.
a. We seek to outperform our competition fairly and honestly and
seek competitive advantages through superior performance of the members of our
team. Each covered person is expected to deal fairly with the Company's
customers, suppliers, competitors and employees. Stealing proprietary
information that was obtained without the owner's consent, or inducing such
disclosures by past or present employees of other companies is prohibited. No
one should take unfair advantage of another through manipulation, concealment,
abuse of privileged information, misrepresentation of material facts or any
other unfair-dealing practice.
6. Protection and Proper Use of Company Property.
a. All covered persons should seek to protect and preserve the
Company's assets and ensure their efficient use. Theft, carelessness and waste
have a direct impact on the Company's profitability. All assets of the Company
should be used only for legitimate business purposes.
7. Public Company Reporting; Whistleblower Procedures.
a. As a public company, our filings with the Securities and
Exchange Commission (the "SEC") must be full, fair, accurate, timely and include
understandable disclosure of information that is required to be made public
pursuant to
68
Federal security laws and rules of the applicable exchange commissions. Whether
or not you are directly involved in the process of preparing such filings, every
covered person is responsible:
i. if called upon by management to provide information
relevant to such a filing, to assure that the information you provide is
complete, fair, and understandable. Such requests for information must be
responded to promptly as our filings with the SEC are time-sensitive.
ii. to ensure that the Company's books and records
appropriately reflect our transactions and are posted in accordance with the
Company's system of internal controls. Unrecorded or "off the books" funds or
entries should not be maintained unless permitted by applicable law or
regulation;
iii. to make management aware if you believe that any of our
public reports is inaccurate or fails to fairly reflect what is happening at the
Company.
b. Because of the importance of this issue, the Audit Committee
of the Board of Directors has been charged with responsibility for ensuring that
every employee has a means of reporting, anonymously and confidentially, any
concerns about the manner in which the Company's financial statements or public
reports are prepared, the sufficiency of its internal financial controls, the
honesty or competence of its financial management or independent auditors or any
other matter regarding any accounting or auditing matters. Procedures for such
reporting are set forth in the Company's Whistleblower Policy that is part of
the Employee Handbook. We will not tolerate retaliation against any person who
reports potential issues to the Audit Committee in good faith.
8. Covering Up Mistakes; Falsifying Records; Retention of Business
Records.
a. Falsification of any Company, customer or third party record
is prohibited. Mistakes should not be covered up, but should be immediately and
fully disclosed and corrected.
b. Company records must be maintained for the periods specified
by management. Records may be destroyed only at the expiration of the pertinent
period. In no case may documents involved in a pending or threatened litigation,
government inquiry or under subpoena or other information request, be discarded
or destroyed, regardless of the periods specified by management. In addition,
you should never destroy, alter, or conceal any record or otherwise impede any
official proceeding or investigation, either personally, in conjunction with, or
by attempting to influence another person.
c. In the event of litigation, government inquiry or
investigation, we will designate a member of management that you should consult
with to determine whether records should be produced.
9. Reporting of Illegal or Unethical Behavior.
a. Covered persons have a duty to adhere to this Code and all
other Company policies and to report any suspected violations of this Code or
any other illegal or unethical behavior to, or when in doubt to consult with,
your manager or the Compliance Officer. If you do not believe that talking to
your manager is appropriate, or if doing so does not result in a response with
which you are comfortable, then you should discuss the matter with another
member of management, or in the case of accounting or auditing issues, a member
of the Audit Committee of the Board of Directors.
b. If asked, the Company will keep your name confidential unless
this would violate applicable law or our responsibilities to others or make
adequate investigation of the matter impracticable.
10. Protection Against Retribution.
a. The Company will not tolerate retaliation against anyone who
reports a violation or possible violation of this Code in good faith. Any person
who takes any action whatsoever in retaliation against any employee who has in
good faith raised any question or concern about compliance with this Code will
be subject to serious sanctions, which may include termination.
11. Administration and Waiver of Code of Ethics.
a. This Code of Ethics shall be administered and enforced by the
Human Resources Department. Any questions and further information regarding this
Code of Ethics should be directed to the Manager of the Human Resources
Department/Compliance Officer.
69
b. Appropriate disciplinary penalties for violations of this Code
may include counseling, reprimand, warning, suspension (with or without pay),
demotion, salary reduction and termination of employment.
c. The Human Resources Department will be responsible for
affirming compliance with this Code of Ethics by all covered persons. Each
covered person will be required to sign a certificate that he or she has read
and understands the provisions of this Code annually.
12. Waivers.
a. Covered persons are expected to follow this Code at all times.
Generally, there should be no waivers to this Code of Ethics, however, in rare
circumstances conflicts may arise that necessitate waivers. Waivers will be
determined on a case-by-case basis by the Human Resources Department with the
advice of senior management and/or the Audit Committee as appropriate; provided,
however, that waivers for directors and executive officers may be determined
only by the Board of Directors who shall have the sole and absolute
discretionary authority to approve any deviation or waiver from this Code of
Ethics with respect to any director or executive officer. Any waiver, and the
grounds for such waiver, approved by the Board of Directors with respect to any
director or executive officer shall be promptly disclosed to stockholders, not
later than in the Company's next periodic report.
70