EXHIBIT 14 (ii)
CODE OF ETHICS
No profession or industry has maintained higher standards of conduct nor
provided greater public service than the banking industry. Banks have
traditionally recognized their duty to act in a manner of public trust and
confidence.
A bank's reputation for integrity is perhaps its most valuable asset and is
determined by the conduct of its Directors, Officers and employees. Each of
us must strive to avoid situations that might cause a conflict of interest
between the bank, its customers, its shareholders and ourselves. The
following is the bank's policy. All Directors and employees are expected to
adhere to these guidelines.
The Sarbanes-Oxley Act of 2002 places particular importance on the ethical
behavior of the senior financial executives of Union Bank. This law
requires the Bank to provide full, fair, accurate, timely and
understandable disclosure in reports filed with the Securities & Exchange
Commission, and to comply with all applicable government laws, rules and
regulations.
A. Confidential Information
1. Confidential information acquired through the course of
employment about the bank and its customers is to be used
solely for banking purposes and not as a basis for furthering a
private interest or as a means of making profit.
2. A staff member may not disclose confidential information of one
customer to another customer or to any other outside party,
unless allowed by statute. Disclosure to other bank employees
should be kept to a minimum on a need-to-know basis.
Information, regardless of the form in which it is stored or presented, is
an asset of Union Bank. As such, it is the responsibility of each employee
to protect it from unauthorized use, change, destruction and disclosure.
Please realize that bank information can be subpoenaed; therefore, the
appropriateness and the professionalism of bank related information is
paramount.
All employees and directors should be familiar with Union Bank's privacy
policy. If you have questions or are unsure of the procedures, please
contact the Bank's Privacy Officer. Any breach of confidence by an employee
will result in immediate disciplinary action, which may include termination
of employment.
B. Conflict of Interest
1. A bank employee or Director shall not represent Union Bank in
any transaction where he or she has any material connection or
substantial financial interest. Specifically, a material
connection includes the involvement of any family member. By
extension, close personal friends also provide the potential
for a similar conflict of interest. This policy includes, but
is not limited to, approval of bank overdrafts, authorizing or
accepting checks on uncollected funds, waiving of bank charges,
late charges or other normal fees. It also includes making
loans, waiving required documentation or any similar type of
activity.
2. A Union Bank employee may not accept a directorship of another
corporation without approval of the President. Charitable and
nonprofit organizations are exceptions to this general policy.
3. A Union Bank employee who is authorized to purchase investments
for the Bank may not have a brokerage account with any of the
Bank's brokerage houses.
4. Union Bank will not give preferential treatment to any outside
interest of our Directors or Employees. Utilization of these
outside interests will be on the same basis as any independent
vendor and reviews will be performed periodically to ensure
independence is maintained.
5. No employee involved in purchasing or in investing for Union
Bank or a member of his/her family will accept any gift,
hospitality, or entertainment that could potentially influence
a bank's purchasing decision or appear to have such influence.
C. Fraudulent or Dishonest Activities
Policy Statement:
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Section 806 of the Sarbanes-Oxley Act of 2002 creates a civil cause of
action protecting employees, termed "whistleblowers" in the Act, who are
discharged or adversely affected in their employment conditions because
they lawfully provide information, cause information to be provided, or
otherwise assist in any investigation of conduct of the employer, officers
or other employees of the Bank, which the employee "reasonably believes" to
constitute a violation of the federal criminal statutes prohibiting mail,
wire, bank or securities fraud, any rule or regulation of the Securities
and Exchange Commission, or any provision of federal law relating to fraud
against shareholders.
Definition of Whistleblower:
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An employee who informs a manager, supervisor, or the Audit Committee about
an activity which that person believes to be fraudulent or dishonest.
Rights and Responsibilities:
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All employees of Union Bank are encouraged to report fraudulent, dishonest
or questionable conduct. To determine if conduct is fraudulent, dishonest
or questionable, consider the following:
* Is the action legal?
* Does it comply with Union Bank's values?
* If you do it, will you feel bad?
* How will it look in the newspaper?
* If you know its wrong, don't do it.
* If you're not sure, ask.
* Keep asking until you get an answer.
An employee should report his or her concerns to a supervisor, manager or
other bank officer. If for any reason an employee finds it difficult to
report his or her concerns to a supervisor, manager or other bank officer,
the employee can confidentially and anonymously report suspected misconduct
directly to the audit committee. To do so, write to: Audit Committee, Union
Bank, P. O. Box 1346, Morrisville, VT 15661. Please note "confidential" on
the envelope and it will be delivered to an Audit Committee member. All
other mail is opened by the Bank's internal auditor.
During the investigation process, best efforts will be made to protect the
identification of those who file reports. However, confidentiality during
this process cannot be guaranteed. Union Bank, in accordance with the
Sarbanes-Oxley Act, will protect those who report fraudulent, dishonest or
questionable conduct from retaliation.
The employer or it's employees may not retaliate against a whistleblower
with the intent or effect of adversely affecting the terms or conditions of
employment (including but not limited to, threats of physical harm, loss of
job, punitive work assignments, or impact on salary or wages).
Whistleblowers who believe that they have been retaliated against may file
a written complaint with the Audit Committee. A proven complaint of
retaliation shall result in a proper remedy for the person harmed and the
initiation of disciplinary action, up to and including dismissal, against
the retaliating person. This protection from retaliation is not intended to
prohibit managers or supervisors from taking action, including disciplinary
action, in the usual scope of their duties and based on valid performance-
related factors.
The Audit Committee needs the extended "eyes and ears" of the employee
community in order to help make its accounting oversight effective and well
focused. The Audit Committee shall conduct or direct the investigations of
all suspected fraudulent or dishonest conduct in consultations with such
bank officials as may be necessary or appropriate. After an investigation
is complete, the Audit Committee will take the appropriate steps in
resolving the conduct. If you are not satisfied with the Audit Committee's
findings, you have the right to report the conduct to the Department of
Labor.
D. Gifts, Fees, Legacies and Loans
1. A Union Bank employee may not accept a loan from a bank
customer or supplier. This prohibition does not apply to loans
from banks or other financial institutions on customary terms
to finance proper credit needs such as home mortgage and
consumer credit loans.
2. Union Bank follows "Regulation O" guidelines when lending to
Executive Officers and Directors of the bank. Executive
Officers and Directors must adhere to the following general
provisions of "Regulation O".
a. No Executive Officer or Director may become indebted to
the bank in excess of $100,000 unless the borrowings are
for their primary residence, to finance their children's
education or are secured by acceptable liquid assets.
b. If an Executive Officer or Director becomes indebted to
any other bank in the amount exceeding limitations in
paragraph "a", they must file a report to the Board of
Directors within ten days, stating the name, date and
amount of extension, security and purpose.
c. All loans made to Executive Officers and Directors must
be approved by the Board of Directors prior to
disbursement and be granted on the same terms and
creditworthiness as any other borrower. In addition, all
loans must be made subject to the condition that the loan
be written "due and payable upon demand" at any time the
Officer or Director is indebted to any other bank(s) in
excess of the limitations set forth in paragraph "a"
above.
d. Executive Officers and Directors must provide a written
report for any extension of credit outstanding from a
correspondent bank by the following January 31.
e. When contemplating borrowings of any nature, Executive
Officers and Directors must be aware of the credit
limitations and guidelines provided in "Regulation O".
3. A Director, or Employee may not solicit or receive anything of
value for making a loan.
4. A Director or Employee may not accept a fee for performance of
any act that the bank could have performed.
5. It is improper for an Employee to solicit or accept a gift from
a customer, supplier or from any other person or business
seeking a business or supplier relationship with Union Bank.
This prohibition does not apply to gifts from relatives, food
or entertainment at a luncheon or business meeting, advertising
or promotional materials of nominal value on special occasions
such as holidays. Nominal value is a value that would be within
the ability of the officer to reciprocate on a personal basis
or with legitimate claim for reimbursement under similar
circumstances.
6. Any Director, Officer or Employee will refuse to serve
personally as executor, trustee, or guardian of an estate or
trust of a bank customer unless approved by the Board of
Directors except where the customer is a close relative.
7. A staff member may not do indirectly what he or she is
prohibited from doing directly, to include, but not limited to
arranging to have a member of his or her family accept a gift
from a customer.
8. An employee of Union Bank should decline any gift where there
would be even the slightest implication of influence on future
business dealings.
E. Outside Interests
All outside business interests or employment for non-officers must be
approved by the immediate supervisor; for Officers, approval must come from
the President. Union Bank management will be liberal in granting approvals
unless there is a potential appearance of a conflict of interest. Specific
types of outside activities which could raise questions of conflict might
include:
1. Employment by a firm that competes with Union Bank
2. Preparation of material that will be presented to Union Bank by
anyone seeking a loan.
3. Delivering investment counsel.
4. Rendering accounting services.
5. Drafting wills or practicing law.
6. Performing any service that Union Bank could perform.
7. Use of Union Bank equipment, supplies, or facilities.
8. Data processing/consulting services.
All employees should disclose all potential conflicts of interest,
including those in which they have been inadvertently placed due to either
business or personal relationships with customers, suppliers, business
associates or competitors of Union Bank.
F. Investments
1. It is improper for a Union Bank Director, Officer, or Employee
to invest in a bank customer's business unless the interest is
acquired through an organized exchange, and the individual has
no access to confidential information.
2. It is improper for a Union Bank Officer or employee to
subscribe to new issues of stock in the bank customer's
business.
3. Major NASD (National Association of Securities Dealers)
exchanges require that members avoid handling the speculative
accounts of bank-employed persons without the written consent
of the employer. Speculative investments such as margin buying,
short accounts, puts, calls, or combinations are discouraged.
4. No Union Bank employee will invest in a customer's business or
enable others to do so as a result of material inside
information.
5. There are no restrictions on investing in U.S. government
securities, municipal bonds, or mutual funds.