PVF CAPITAL CORP.
CODE OF ETHICS POLICY
GENERAL PHILOSOPHY
The honesty, integrity and sound judgment of directors, officers and
employees is essential to PVF Capital Corp.'s reputation and success.
This Code of Ethics governs the actions and working relationships of
directors, officers and employees of PVF Capital Corp. and its subsidiaries and
affiliates, (collectively, "PVF Capital Corp.") with current and potential
customers, consumers, fellow employees, competitors, government and
self-regulatory agencies, the media, and anyone else with whom PVF Capital Corp.
has contact. These relationships are essential to the continued success of PVF
Capital Corp. as a financial services provider.
This Code of Ethics:
o 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;
o Requires full, fair, accurate, timely and understandable
disclosure in the periodic reports required to be filed by PVF
Capital Corp. with governmental and regulatory agencies;
o Requires compliance with applicable laws, rules and regulations;
o Addresses potential or apparent conflicts of interest and provides
guidance for directors, officers and employees to communicate
those conflicts to PVF Capital Corp.;
o Addresses misuse or misapplication of PVF Capital Corp. property
and corporate opportunities;
o Requires the highest level of confidentiality and fair dealing
within and outside the PVF Capital Corp. environment; and
o Requires reporting of any illegal behavior.
CONFLICTS OF INTEREST
A "conflict of interest" occurs when an employee's private interest
interferes or appears to interfere in any way with the interests of PVF Capital
Corp. Employees are expected to avoid all situations that might lead to a real
or perceived material conflict between their self-interest and their duties and
responsibilities as an employee, officer or director of PVF Capital Corp. Any
position or interest, financial or otherwise, which could materially conflict
with their performance as an employee, officer or director of PVF Capital Corp.,
or which affects or could reasonably be expected to affect their independence or
judgment concerning transactions between PVF Capital Corp., its customers,
suppliers or competitors or otherwise reflects negatively on PVF Capital Corp.
would be considered a conflict of interest.
CONFIDENTIALITY
Nonpublic information regarding PVF Capital Corp. or its businesses,
employees, customers and suppliers is confidential. PVF Capital Corp. employees,
officers or directors are trusted with confidential information. Such
confidential information is only to be used for the business purpose intended.
Employees are not to share confidential information with anyone outside of PVF
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Capital Corp., including family and friends, or with other employees who do not
need the information to carry out their duties. Employees also have an
obligation to shield customer information from the possibility of identity
theft. Employees may be required to sign a specific confidentiality agreement in
the course of their employment at PVF Capital Corp. All employees remain under
an obligation to keep all information confidential even if their employment with
PVF Capital Corp. ends.
The following is a non-exclusive list of confidential information:
o 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;
o All rights to any invention or process developed by an employee using
PVF Capital Corp. facilities or trade secret information, from any work
for PVF Capital Corp., or relating to PVF Capital Corp.'s business, is
considered to be "work-for-hire" under the United States copyright laws
and shall belong to PVF Capital Corp.; and
o Proprietary information such as customer lists and customers'
confidential information.
Only authorized persons are permitted to make public or media
communications involving PVF Capital Corp. Any requests for statements involving
the PVF Capital Corp. or any of its subsidiaries should be directed to Senior
Management.
INTEGRITY OF RECORDS
All employees are required to create, handle, and maintain records and
accounting information with care and integrity. This is to include recording
transactions in an accurate and timely manner.
All employees, officers and directors have a responsibility to comply
with the Bank's internal control procedures. The safeguarding of customer and
Bank assets and ensuring the proper reporting and disclosure of financial
information is mandatory for all employees.
Employees, officers and directors are expected to respond honestly and
candidly when interacting with the Bank's internal auditors, external auditors,
regulators, and legal counsel.
CORPORATE OPPORTUNITIES
Using confidential information about PVF Capital Corp. or it
businesses, directors, officers, employees, customers, consumers or suppliers
for personal benefit or disclosing such information to others outside normal
duties is prohibited.
Title 18 U.S. Code, Section 215, makes it a criminal offense for any
PVF Capital Corp. employee to corruptly:
o Solicit for himself or herself or for a third party anything of value
from anyone in return for any business, service or confidential
information of PVF Capital Corp.; or
o Accept anything of value (other than normal authorized compensation)
from anyone in connection with the business of PVF Capital Corp.,
either before or after a transaction is discussed or consummated.
Directors, officers and employees are prohibited from:
o Personally benefiting from opportunities that are discovered through
the use of PVF Capital Corp. property, contacts, information or
position;
o Accepting employment or engaging in a business (including consulting or
similar arrangements) that may conflict with the performance of their
duties or PVF Capital Corp.'s interest;
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o Soliciting, demanding, accepting or agreeing to accept anything of
value from any person in conjunction with the performance of their
employment or duties at PVF Capital Corp.; and
o Acting on behalf of PVF Capital Corp. in any transaction in which an
employee or their immediate family has a significant direct or
financial interest.
There are certain situations in which an employee may accept a personal
benefit from someone with whom they transact business such as:
o 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 $100 from any one individual in any calendar year. If
there is any doubt as to the value of a gift, the employee in question
should consult with his supervisor before accepting the gift.
o Accepting something of value if the benefit is available to the general
public under the same conditions on which it is available to the
employee; and
o 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 PVF Capital Corp. as a business expense
if the other party did not pay for it.
SENIOR EXECUTIVE AND FINANCIAL OFFICERS
To the best of their knowledge and ability, senior executive and
financial officers of PVF Capital Corp. (the CEO, CFO, Chief Lending Officer and
all other employees) performing management oversight, accounting, auditing,
financial management, public disclosure and reporting under the securities laws
or similar functions must:
o Act with honesty and integrity and avoid actual or apparent conflicts
of interest in personal and professional relationships;
o Provide colleagues with information that is accurate, complete,
objective, relevant, timely and understandable;
o Comply with applicable laws, rules and regulations of federal, state,
and local governments (both United States and foreign) and other
appropriate private and public regulatory agencies;
o Act in good faith, with due care, competence and diligence, without
misrepresenting material facts or allowing independent judgment to be
subordinated;
o Respect the confidentiality of information acquired in the course of
employment;
o Share knowledge and maintain skills necessary and relevant to PVF
Capital Corp.'s needs;
o Proactively promote ethical and honest behavior within the PVF Capital
Corp. environment; and
o Assure responsible use of and control of all assets, resources and
information of PVF Capital Corp.
Particular care is required in the preparation of PVF Capital
Corp.'s filings ("Securities Reports") with the Securities and Exchange
Commission ("SEC") pursuant to the Securities Act of 1933, as amended and the
Securities Exchange Act of 1934, as amended and the rules and regulations of the
SEC there under (collectively, the "Securities Laws"). It is essential that PVF
Capital Corp.'s Securities Reports contain full, fair, accurate, timely and
understandable disclosure and otherwise comply with the letter and spirit of the
Securities Laws for the protection of PVF Capital Corp. and its stockholders and
to engender public confidence in the information provided by PVF Capital Corp.
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in its Securities Reports. Accordingly, the senior executive and financial
officers of PVF Capital Corp. must use their best efforts to ensure that PVF
Capital Corp.'s Securities Reports and other public communications made by PVF
Capital Corp. contain full, fair, accurate, timely and understandable disclosure
and that PVF Capital Corp. at all times complies in all material respects with
the letter and spirit of the Securities Laws.
INSIDER TRADING
It is both unethical and illegal to buy, sell, trade or otherwise
participate in transactions involving PVF Capital Corp. common stock or other
security while in possession of material information concerning PVF Capital
Corp. that has not been released to the general public, but which when released
may have an impact on the market price of the PVF Capital Corp. 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 PVF Capital Corp. Policies and
Procedures Governing Trading in Securities (the "Insider Trading Policy"). Any
questions concerning the propriety of participating in a PVF Capital Corp. or
other company stock or other security transaction should be directed to the
Chairman of the Board and Chief Executive Officer or the Chief Operating Officer
and Chief Financial Officer at (440) 248-7171. Copies of the Insider Trading
Policy are available from the Compliance Department and are included on the PVF
intranet website at http://www.pvf4u.com/.
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EXTENSIONS OF CREDIT
PVF Capital Corp.'s subsidiary bank may extend credit to any executive
officer, director, or principal shareholder of PVF Capital Corp. only on
substantially the same terms as those prevailing for comparable transactions
with other persons in accordance with Regulation O of the Board of Governors of
the Federal Reserve System and the Bank's Loans to Insiders and Affiliates
Policy.
OUTSIDE BUSINESS RELATIONSHIPS
Before agreeing to act as a director, officer, consultant, or advisor
for any other business organization, employees must notify the Human Resources
Department in writing.
Directors should disclose all new directorships or potential
directorships to the Chairman of the Board of Directors and Audit Committee in
order to avoid any conflicts of interest and to maintain independence.
PVF Capital Corp. encourages civic, charitable, educational and
political activities as long as they do not interfere with the performance of an
employee's duties at PVF Capital Corp. Before agreeing to participate in any
civic or political activities, an employee must contact the Human Resources
Department.
Employees who are considering outside employment must notify the Human
Resources Department in writing. The law prohibits employees in some positions
of PVF Capital Corp. from holding outside employment. Human Resources will
review outside employment requests for potential conflicts of interest.
FAIR DEALING
Each director, officer and employee should undertake to deal fairly
with PVF Capital Corp.'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 PVF Capital Corp. Copies of such agreements should be
provided to Human Resources 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 of his or her duties
for or on behalf of PVF Capital Corp.
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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 PVF Capital Corp.
PROTECTION AND PROPER USE OF PVF CAPITAL CORP. PROPERTY
All directors, officers and employees should protect PVF Capital
Corp.'s property and assets and ensure their efficient and proper use. Theft,
carelessness and waste can directly impact PVF Capital Corp.'s profitability,
reputation and success. Permitting PVF Capital Corp. property (including data
transmitted or stored electronically and computer resources) to be damaged,
lost, or used in an unauthorized manner is strictly prohibited. Employees,
officers and directors may not use corporate, bank or other official stationery
for personal purposes.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
This Code of Ethics is based on PVF Capital Corp.'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.
Certain PVF Capital Corp. business units have policies and procedures
governing topics covered by this Code of Ethics. These policies and procedures
reflect the special requirements of these business units.
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. PVF Capital Corp. 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 PVF Capital Corp. must take
regarding any known, or suspected, crime involving the affairs of PVF Capital
Corp. 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 PVF Capital Corp. PVF Capital Corp. 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 PVF Capital Corp. or its employees.
ADMINISTRATION AND WAIVER OF CODE OF ETHICS
This Code of Ethics shall be administered and monitored by the PVF
Capital Corp. Compliance Department. Any questions and further information on
this Code of Ethics should be directed to this department.
It is also the responsibility of the Compliance Department to annually
reaffirm compliance with this Code of Ethics by all employees and officers, and
to obtain an acknowledgement that each employee and officer has read and
understands the guidelines and will comply with them. The provisions of the
Ethics Policy will be included in the PVF Capital Corp. 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.
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.
WAIVERS
Directors, officers and employees of PVF Capital Corp. 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
Audit Committee of the Board of Directors. The Audit Committee of 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.
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PVF Capital Corp. will provide to any person without charge, upon
request, a copy of this Code of Ethics. Such request should be made, in writing,
to: PVF Capital Corp. Compliance Department, 30000 Aurora Road, Solon, Ohio
44139.
EVERY EMPLOYEE HAS AN OBLIGATION TO:
o COMPLY with the Code, which prohibits violation of local, state,
federal or foreign laws and regulations applicable to our
businesses, and requires compliance with all PVF Capital Corp.
policies, including any special policies or procedures implemented
by specific PVF Capital Corp. business units;
o BE FAMILIAR with laws and PVF Capital Corp. policies applicable to
his/her job and communicate them effectively to subordinates;
o ASK QUESTIONS if a policy or the action to take in a specific
situation is unclear;
o BE ALERT to indications and/or evidence of possible wrongdoing;
and
o REPORT violations and suspected violations of this Code of Ethics
to the appropriate person as described in "How to Report a
Violation" below and elsewhere in this Code of Ethics.
PVF Capital Corp.'s managers have a particular responsibility to notice
and question incidents, circumstances and behaviors that point to a reasonable
possibility that a violation of this Code of Ethics has occurred. A manager's
failure to follow up on reasonable questions is, in itself, a violation of PVF
Capital Corp. policy.
HOW TO ASK A QUESTION
Whenever possible, an employee should work with his/her immediate
supervisor to get answers to routine questions.
If a supervisor's answer does not resolve a question or if an employee
has a question that he/she cannot comfortably address to his/her supervisor,
he/she should go to the PVF Capital Corp. Compliance Department.
Senior executive officers and board members may bring any questions to
the Chairman of the Board or the Chairman of the Audit Committee.
HOW TO REPORT A VIOLATION
Any director, officer or employee having information about a violation
(or suspected violation) of this Code of Ethics should report the violation to
his or her immediate supervisor. You may also anonymously report the violation
in writing to the PVF Capital Corp. Compliance Department at 30000 Aurora Road,
Solon, Ohio 44139 or via the Compliance Hotline at 1-888-883-1499.
Senior executive officers and board members may also submit any reports
of violations (or suspected violations) of this Code of Ethics in writing to the
Chairman of the Board or Chairman of the Audit Committee.
If the violation involves the Chief Executive Officer, then the
employee should report the violation by informing the Chairman of the Audit
Committee.
Concerns regarding questionable accounting or auditing matters should
be handled under the procedures for confidential, anonymous submissions
established by the Audit Committee.
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FOLLOW-UP TO THE REPORT OF A VIOLATION
The PVF Capital Corp. Compliance Department may arrange a meeting with
the employee to allow the employee to present a complete description of the
situation. The PVF Capital Corp. Compliance Department will take the matter
under consideration, including undertaking any necessary investigation or
evaluation of the facts related to the situation and, after consultation, shall
render a written decision, response or explanation as expeditiously as possible.
Individuals who are alleged to be involved in a violation will not participate
in its investigation.
DETERMINING WHETHER A VIOLATION HAS OCCURRED
If the alleged violation of this Code of Ethics concerns a senior
executive officer or board member, the determination of whether a violation has
occurred shall be made by the Audit Committee of the Board of Directors, in
consultation with such internal or external legal counsel as the Audit Committee
deems appropriate.
If the alleged violation concerns any other employee, the determination
of whether a violation has occurred shall be made by the PVF Capital Corp.
Compliance Department, in consultation with such internal or external legal
counsel as such officer deems appropriate.
In determining whether a violation of this Code of Ethics has occurred,
the committee or person making such determination may take into account to what
extent the violation was intentional, the materiality of the violation from the
perspective of either the detriment to PVF Capital Corp. or the benefit to the
board member, executive officer or employee, the policy behind the provision
violated and such other facts and circumstances as they shall deem advisable.
Acts or omissions determined to be violations of this Code of Ethics by
other than the Audit Committee under the process set forth above shall be
promptly reported by the PVF Capital Corp. Compliance Department to the Audit
Committee and by the Audit Committee to the board.
CONFIDENTIALITY
Reports of suspected violations will be kept confidential to the extent
possible and consistent with the conduct of an appropriate investigation.
NO RETALIATION
Retaliation in any form against a director, officer or employee who
has, in good faith, reported a violation of this Code of Ethics will not be
tolerated.
CONSEQUENCES OF A VIOLATION
Known or suspected violations of this Code of Ethics will be
investigated. Employees who violate this Code of Ethics, or who fail to report
violations of which they are aware or should be aware, will subject themselves
to disciplinary action up to and including immediate termination of employment.
Some violations may also result in civil liability and/or lead to criminal
prosecution.
Revised: _________________, 2009
Approved by Operations Committee: _________________, 2009
Approved by Board: _________________, 2009
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PVF CAPITAL CORP.
CODE OF ETHICS
EMPLOYEE CERTIFICATION FORM
I have received and read the PVF Capital Corp. Code of Ethics Policy and agree
to abide by its provisions at all times.
__________________________________________
Signature
Name _____________________________________________
Location/Department_________________________________
Date __________________________________________, 2009
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