EXHIBIT 14
BCSB BANKCORP, INC.
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BALTIMORE COUNTY SAVINGS BANK, FSB
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CODE OF ETHICS
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ADOPTED, REVIEWED AND REVISED DATES
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Adopted by the Board of Directors on November 27, 2003
EXHIBIT 14
BCSB BANKCORP, INC.
BALTIMORE COUNTY SAVINGS BANK, FSB
CODE OF ETHICS
GENERAL PHILOSOPHY
The honesty, integrity and sound judgment of our directors, officers and
employees is essential to BCSB Bankcorp's reputation and success.
This Code of Ethics governs the actions and working relationships of
directors, officers and employees of BCSB Bankcorp, Inc. and its subsidiaries
and affiliates, including the Baltimore County Savings Bank, FSB (collectively,
"BCSB Bankcorp") with current and potential customers, consumers, fellow
employees, competitors, government and self-regulatory agencies, the media, and
anyone else with whom BCSB Bankcorp has contact. These relationships are
essential to the continued success of BCSB Bankcorp as a financial services
provider.
This Code of Ethics:
- Requires the highest standards for honest and ethical conduct,
including proper and ethical procedures for dealing with actual or
apparent conflicts of interest between personal and professional
relationships.
- Requires full, fair, accurate, timely and understandable disclosure in
the periodic reports required to be filed by BCSB Bankcorp with
governmental and regulatory agencies.
- Requires compliance with applicable laws, rules and regulations.
- Addresses potential or apparent conflicts of interest and provides
guidance for directors, officers and employees to communicate those
conflicts to BCSB Bankcorp.
- Addresses misuse or misapplication of BCSB Bankcorp property and
corporate opportunities.
- Requires the highest level of confidentiality and fair dealing within
and outside the BCSB Bankcorp environment.
- Requires reporting of any illegal behavior.
CONFLICTS OF INTEREST
A "conflict of interest" occurs when your private interest interferes or
appears to interfere in any way with the interests of BCSB Bankcorp. You are
expected to avoid all
situations that might lead to a real or apparent material conflict between your
self-interest and your duties and responsibilities as an employee, officer or
director of BCSB Bankcorp. Any position or interest, financial or otherwise,
which could materially conflict with your performance as an employee, officer or
director of BCSB Bankcorp, or which affects or could reasonably be expected to
affect your independence or judgment concerning transactions between BCSB
Bankcorp, its customers, suppliers or competitors or otherwise reflects
negatively on BCSB Bankcorp would be considered a conflict of interest.
CONFIDENTIALITY
Nonpublic information regarding BCSB Bankcorp or its businesses, employees,
customers and suppliers is confidential. As a BCSB Bankcorp employee, officer or
director, you are trusted with confidential information. You are only to use
such confidential information for the business purpose intended. You are not to
share confidential information with anyone outside of BCSB Bankcorp, including
family and friends, or with other employees who do not need the information to
carry out their duties. You may be required to sign a specific confidentiality
agreement in the course of your employment at BCSB Bankcorp. You remain under an
obligation to keep all information confidential even if your employment with
BCSB Bankcorp ends.
The following is a non-exclusive list of confidential information:
(i) Trade secrets, which include any business or technical information,
such as formula, program, method, technique, compilation or information
that is valuable because it is not generally known.
(ii) All rights to any invention or process developed by an employee using
BCSB Bankcorp facilities or trade secret information, from any work for
BCSB Bankcorp, or relating to BCSB Bankcorp's business, is considered to be
"work-for-hire" under the United States copyright laws and shall belong to
BCSB Bankcorp.
(iii) Proprietary information such as customer lists and customers
confidential information.
Public and media communications involving BCSB Bankcorp must have prior
clearance from BCSB Bankcorp's President.
CORPORATE OPPORTUNITIES
Using confidential information about BCSB Bankcorp or its businesses,
directors, officers, employees, customers, consumers or suppliers for personal
benefit or disclosing such information to others outside your normal duties is
prohibited.
Title 18 U.S. Code, Section 215, makes it a criminal offense for any BCSB
Bankcorp employee to corruptly:
(i) solicit for himself or herself or for a third party anything or value
from anyone in return for any business, service or confidential information
of BCSB Bankcorp; or
(ii) accept anything of value (other than normal authorized compensation)
from anyone in connection with the business of BCSB Bankcorp, either before
or after a transaction is discussed or consummated.
Directors, officers and employees are prohibited from:
(i) Personally benefiting from opportunities that are discovered through
the use of BCSB Bankcorp property, contacts, information or position.
(ii) Accepting employment or engaging in a business (including consulting
or similar arrangements) that may conflict with the performance of your
duties or BCSB Bankcorp's interest.
(iii) Soliciting, demanding, accepting or agreeing to accept anything of
value from any person in conjunction with the performance of your
employment or duties at BCSB Bankcorp.
(iv) Acting on behalf of BCSB Bankcorp in any transaction in which you or
your immediate family has a significant direct or financial interest.
There are certain situations in which you may accept a personal benefit
from someone with whom you transact business such as:
(i) Accepting a gift in recognition of a commonly recognized event or
occasion (such as a promotion, new job, wedding, retirement or holiday). An
award in recognition of service and accomplishment may also be accepted
without violating these guidelines so long as the gift does not exceed $250
from any one individual in any calendar year. Amounts of $250 to $1000 due
not violate these guidelines provided the acceptance of such gift is
disclosed and pre-approved by the Audit Committee of BCSB Bankcorp.
(ii) Accepting something of value if the benefit is available to the
general public under the same conditions on which it is available to you.
(iii) Accepting meals, refreshments, travel arrangements and accommodations
and entertainment of reasonable value in the course of a meeting or other
occasion to conduct business or foster business relations if the expense
would be reimbursed by BCSB Bankcorp as a business expense if the other
party did not pay for it.
INSIDER TRADING
It is both unethical and illegal to buy, sell, trade or otherwise
participate in transactions involving BCSB Bankcorp common stock or other
security while in possession of material information concerning BCSB Bankcorp
that has not been released to the general public, but which when released may
have an impact on the market price of the BCSB Bankcorp common stock or other
equity security. It is also unethical and illegal to buy, sell, trade or
otherwise participate in transactions involving the common stock or other
security of any other company while in possession of similar non-public material
information concerning such company. Directors, officers and employees are
advised that they are required to comply with the BCSB Bankcorp, Inc. Insider
Trading Policy (the "Insider Trading Policy"). Any questions concerning the
propriety of participating in a BCSB Bankcorp or other company stock or other
security transaction should be directed to the Vice President and General
Counsel at (410) 256-5000 ext. 121. Copies of the Insider Trading Policy are
available from the General Counsel's Office Department and are included in the
BCSB Bankcorp, Inc. Employee Manual.
EXTENSIONS OF CREDIT
BCSB Bankcorp's subsidiary bank may extend credit to any executive officer,
director, or principal shareholder of BCSB Bankcorp only on substantially the
same terms as those prevailing for comparable transactions with other persons or
that may be available to bank employees generally as permitted by and in
accordance with Regulation O of the Board of Governors of the Federal Reserve
System.
OUTSIDE BUSINESS RELATIONSHIPS
Before agreeing to act as a director, officer, consultant, or advisor for
any other business organization, you should notify your immediate supervisor.
Directors should disclose all new directorships or potential directorships
to the Chairman of Board of Directors' and the Audit Committee in order to avoid
any conflicts of interest and to maintain independence.
BCSB Bankcorp encourages civic, charitable, educational and political
activities as long as they do not interfere with the performance of your duties
at BCSB Bankcorp. Before agreeing to participate in any civic or political
activities, you should contact your immediate supervisor.
Employees who are considering outside employment should notify their
manager or supervisor. Employees in some positions of BCSB Bankcorp are
prohibited by law from holding outside employment. Managers will review outside
employment requests for potential conflicts of interest.
FAIR DEALING
Each director, officer and employee should undertake to deal fairly with
BCSB Bankcorp's customers, suppliers, competitors and employees. Additionally,
no one should take advantage of another through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts, or any other
unfair-dealing practices.
Employees must disclose prior to or at their time of hire the existence of
any employment agreement, non-compete or non-solicitation agreement,
confidentiality agreement or similar agreement with a former employer that in
any way restricts or prohibits the performance of any duties or responsibilities
of their positions with BCSB Bankcorp. Copies of such agreements should be
provided to General Counsel's office to permit evaluation of the agreement in
light of the employee's position. In no event shall an employee use any trade
secrets, proprietary information or other similar property, acquired in the
course of his or her employment with another employer, in the performance if his
or her duties for or on behalf of BCSB Bankcorp.
Employees should not directly or indirectly accept bequests under a will or
trust if such bequests have been made to them because of their employment with
BCSB Bankcorp.
PROTECTION AND PROPER USE OF BCSB BANKCORP PROPERTY
All directors, officers and employees should protect BCSB Bankcorp's
property and assets and ensure their efficient and proper use. Theft,
carelessness and waste can directly impact BCSB Bankcorp's profitability,
reputation and success. Permitting BCSB Bankcorp property (including data
transmitted or stored electronically and computer resources) to be damaged,
lost, or used in an unauthorized manner is strictly prohibited. Employees,
officer and directors may not use corporate, bank or other official stationary
for personal purposes.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
This Code of Ethics is based on BCSB Bankcorp's policy that all directors,
officers and employees comply with the law. While the law prescribes a minimum
standard of conduct, this Code of Ethics requires conduct that often exceeds the
legal standard.
REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOR AND VIOLATIONS OF THIS CODE OF ETHICS
All directors, officers and employees are expected to demonstrate the
ability to properly manage their personal finances, particularly the prudent use
of credit. BCSB Bankcorp recognizes that its customers must have faith and
confidence in the honesty and character of its directors, officers and
employees. In addition to the importance of
maintaining customer confidence, there are specific laws that outline the
actions BCSB Bankcorp must take regarding any known, or suspected, crime
involving the affairs of BCSB Bankcorp. With regard to financial affairs, a bank
must make a criminal referral in the case of any known, or suspected, theft,
embezzlement, check/debit card kiting, misapplication or other defalcation
involving bank funds or bank personnel in any amount.
Fraud is an element of business that can significantly affect the
reputation and success of BCSB Bankcorp. BCSB Bankcorp requires its directors,
officers and employees to talk to supervisors, managers or other appropriate
personnel to report and discuss any known or suspected criminal activity
involving BCSB Bankcorp or its employees. If, during the course of employment,
you become aware of any suspicious activity or behavior including concerns
regarding questionable accounting or auditing matters, you must report
violations of laws, rules, regulations or this Code of Ethics to the Bank's
Internal Auditor. Reporting the activity will not subject the employee to
discipline absent a knowingly false report. All employees should review the
Bank's Whistleblower Procedures contained in the Bank's Employee Manual. All
reports to the Internal Auditor are anonymous and confidential. Reports are to
be directed to: Internal Auditor, Baltimore County Savings Bank, FSB, P.O. Box
43176, Baltimore, MD 21236-0176
ADMINISTRATION AND WAIVER OF CODE OF ETHICS
This Code of Ethics shall be administered and monitored by the BCSB
Bankcorp General Counsel's office and Internal Auditor's office. Any questions
and further information on this Code of Ethics should be directed to this
department.
All managers and direct supervisors are responsible for reviewing this Code
of Ethics with their subordinates each time a new edition of the Code of Ethics
is published.
The provisions of the Ethics Policy will be included in the BCSB Bankcorp,
Inc. Employee Handbook. The Employee Handbook will be issued to all new
employees and officers at the time of employment and reissued to existing
employees and officers from time to time. Employees will be required to sign a
receipt form for the Employee Handbook indicating they have read this Code of
Ethics and comply with its provisions.
Directors, officers and employees of BCSB Bankcorp are expected to follow
this Code of Ethics 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
BCSB Bankcorp Audit Committee with the advice of the BCSB Bankcorp's attorneys.
However, waivers for directors and executive officers must be determined by the
Board of Directors. For members of the Board of Directors and executive
officers, the Board of Directors shall have the sole and absolute discretionary
authority to approve any deviation or waiver from this Code of Ethics. Any
waiver and the grounds for such waiver by directors or executive officers shall
be promptly disclosed to stockholders in a Current Report on Form 8-K.
Known or suspected violations of this Code of Ethics will be investigated
and may result in disciplinary action up to and including immediate termination
of employment.
ACKNOWLEDGEMENT
The undersigned has read, understands, and agrees to abide by this Code of
Ethics and has retained a copy for his/her records.
By:_____________________________
Name:___________________________
Title:__________________________
Date:___________________________