Exhibit 14.1 Code of Ethics for Senior Financial Officers of North Central
Bancshares, Inc.
CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS OF
NORTH CENTRAL BANCSHARES, INC.
Policy Statement
- ----------------
It is the policy of North Central Bancshares, Inc. that the Senior Financial
Officers of North Central Bancshares, Inc. and First Federal Savings Bank of
Iowa adhere to and advocate certain professional and ethical conduct in the
fulfillment of their responsibilities. This professional and ethical conduct
includes the promotion of professional conduct in the practice of financial
management for the financial services industry, publicly traded companies and
otherwise, as well as the deterrence of wrongdoing. Senior Financial Officers
hold an important and elevated role in corporate governance in that they are
uniquely capable and empowered to ensure that all stockholders' interests are
appropriately balanced, protected and preserved.
Purpose
- -------
This purpose of this Code of Ethics for Senior Financial Officers of North
Central Bancshares, Inc. ("Code") is to provide principles to which Senior
Financial Officers of each of North Central Bancshares, Inc. and First Federal
Savings Bank of Iowa (hereinafter sometimes collectively referred to as "NCB" or
the "Company") are expected to adhere and advocate. They embody rules regarding
individual and peer responsibilities, as well as responsibilities to other
employees, the public and other stakeholders. It is expected that Senior
Financial Officers will not violate the specific guidelines nor conduct
themselves in any manner which violates the spirit of the Code.
Senior Financial Officer
- ------------------------
The term "Senior Financial Officer" shall include the Company's principal
executive officer, principal operating officer, principal financial officer,
principal accounting officer or controller or persons performing similar
functions. The Board of Directors of the Company shall, by resolution, designate
the Senior Executive Officers who shall be subject to this Code, which
designations shall be updated from time to time, as appropriate.
Statement of Ethics
- -------------------
All Senior Financial Officers of the Company shall:
1. Act ethically, with honesty and integrity, including ethically handling
actual or apparent conflicts of interest between personal and
professional relationships.
2. Perform responsibilities with a view to causing reports and documents
filed with, or submitted to the Securities and Exchange Commission
("SEC") and in other public communications made by the Company, to
contain disclosure of information which is full, fair, accurate, timely
and understandable.
1
3. Comply with laws of federal, state and local governments applicable to
Company, and the rules and regulations of private and public regulatory
agencies having jurisdiction over the Company.
4. Act in good faith, responsibly, with due care, competence and
diligence, without misrepresenting or omitting material facts or
allowing independent judgment to be compromised.
5. Encourage and reward professional integrity in all aspects of the
Company's finance and accounting departments, by eliminating
inhibitions and barriers to responsible behavior, such as coercion,
fear or reprisal, or alienation from the Company itself.
6. Provide a mechanism for members of the finance and accounting
departments to inform senior management of deviations in practice from
policies and procedures governing honest and ethical behavior.
7. Respect the confidentiality of information acquired in the course of
the performance of his or her responsibilities except when authorized
or otherwise legally obligated to disclose, and not use confidential
information acquired in the course of the performance of his or her
responsibilities for personal advantage.
8. Proactively promote ethical behavior among subordinates and peers.
9. Use corporate assets and resources employed or entrusted to them in
responsible manner.
10. Not use corporate information, corporate assets, corporate
opportunities or one's positions with the Company for personal gain,
and not compete directly or indirectly with the Company.
11. Comply in all respects with the Company's Code of Ethics, Statement of
Company Policy Regarding Confidential Information and Stock and
Securities trading by Directors, Officers and Employees, and Statement
of Company Policy Regarding Disclosure of Material Information.
12. Advance the Company's legitimate interests when the opportunity arises.
Compliance and Compliance Monitoring
- ------------------------------------
1. All Senior Financial Officers of each of North Central Bancshares, Inc.
and First Federal Savings Bank of Iowa will be required to annually
certify their compliance with the Code and file such certification with
the Audit Committee of the Board of Directors.
2. Any violations of this Code may result in disciplinary action, up to
and including immediate termination.
2
3. The Audit Committee shall have the power to monitor, make
determinations, and recommend action to the Board of Directors with
respect to violations of the Code.
4. The Audit Committee shall annually review with management the
implementation of this Code, and shall assure that the Board of
Directors of the Company receives an objective and adequate flow of
information as to the matters that lie within the scope of the Code.
5. Any alleged violations of this Code shall be promptly reported to the
Chairman of the Audit Committee.
6. If an employee would feel more comfortable submitting his or her
inquiry or reporting a concern on an anonymous basis, the employee may
do so by writing or faxing the same to the Chairman of the Audit
Committee.
7. Any waivers of any provision of this Code shall be approved and
documented by the Board of Directors and shall be disclosed on a timely
basis, in accordance with applicable law. Waivers will not be granted
except under extraordinary or special circumstances.
Amendments to Code
- ------------------
Any amendments made to this Code shall be approved by the Board of Directors of
the Company and shall be disclosed on a timely basis, in accordance with
applicable law.
3
CERTIFICATION OF COMPLIANCE
---------------------------
WITH CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS OF
----------------------------------------------------
NORTH CENTRAL BANCSHARES, INC.
------------------------------
I hereby certify to the Audit Committee of North Central Bancshares,
Inc. that:
1. I have read the Code of Ethics For Senior Financial Officers of
North Central Bancshares, Inc. ("Code") at least once during the past 12 months
and understand my responsibility to comply with the principles and policies
contained in the Code. I recognize that my failure to comply with such
principles and policies will be cause for severe disciplinary action or
termination of my employment.
2. Except as stated in paragraph 3, immediately below:
(a) To the best of my knowledge, I and members of my immediate
family, do not have any interest which might be deemed to be a conflict of
interest under the Code;
(b) To my knowledge, I have not violated any federal, state, local
or foreign law in connection with the Company's business; and
(c) I am not aware of any Company activities which violate the Code.
3. Exceptions to the above should be noted below:
I hereby certify that the above statements are, to the best of my
knowledge and belief, true and accurate.
- ----------------------------------- Date
(Signature of Employee) -----------------------
- -----------------------------------
(Please Print your full name above)
- -----------------------------------
(Title)
4