EXHIBIT 14
UNITED BANCORP, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
ADOPTED DECEMBER 9, 2003
This Code of Business Conduct and Ethics sets out basic principles and standards
of conduct to guide all co-workers, officers and directors of United Bancorp,
Inc. and its subsidiaries (the "Company"). All of our co-workers, officers and
directors must conduct themselves in accordance with these principles and
standards.
All claims of violations of this Code will be investigated by appropriate
personnel or Company representatives. Those who violate the standards in this
Code may be subject to disciplinary action, including dismissal. If you are in a
situation which you believe may violate or lead to a violation of this Code, you
should consult your manager or the Senior Vice President - Human Resources &
Communication, Thomas C. Gannon.
1. DIRECTORS, OFFICERS AND CO-WORKERS SHOULD ACT WITH HONEST AND ETHICAL
CONDUCT.
The Company's directors, officers and co-workers should act ethically and in
good faith, with honesty and integrity, when acting on behalf of the Company or
in connection with the Company's business or operations.
2. DIRECTORS, OFFICERS AND CO-WORKERS MUST COMPLY WITH LAWS, RULES AND
REGULATIONS.
Obeying the law, both in letter and in spirit, is the foundation on which this
Company's ethical standards are built. All co-workers, officers and directors
must respect and obey the laws of the jurisdictions in which we operate. The
Company has an Insider Trading Policy that addresses federal securities laws and
trading in the Company's securities which you should review and which is
available from the Company's Corporate Secretary, Dale L. Chadderdon. Any
co-worker, officer or director who is unsure about any aspect of these laws
should seek advice from officers, supervisors, managers or other appropriate
personnel.
3. PUBLIC DISCLOSURE SHOULD BE FULL, FAIR, ACCURATE, TIMELY AND
UNDERSTANDABLE.
Co-workers, officers and directors who are involved in the preparation of
reports and documents that the company files with or submits to the Securities
and Exchange Commission or that are otherwise public communications have a
responsibility to promote full, fair, accurate, timely and understandable
disclosure in such reports, documents and communications.
4. DIRECTORS, OFFICERS AND CO-WORKERS MUST AVOID CONFLICTS OF INTEREST.
Directors, officers and co-workers must avoid conflicts of interest involving
the Company or its business. A "conflict of interest" occurs when an
individual's private interest interferes in any way, or even appears to
interfere, with the interests of the Company as a whole. A conflict situation
can arise when a co-worker, officer or director takes actions or has interests
that may make it difficult to perform his or her work for the Company
objectively and effectively. Conflicts of interest also arise when a co-worker,
officer or director, or a member of his or her family, receives improper
personal benefits as a result of his or her position in or with the Company.
Page 19
Loans to, or guarantees of obligations of, such persons are of special concern,
and must comply with all laws. Any co-worker, officer or director who becomes
aware of a conflict or potential conflict of interest or any material
transaction or relationship that reasonably could be expected to give rise to a
conflict of interest should bring it to the attention of the Senior Vice
President - Human Resources & Communication. Conflicts of interest may not
always be clear, so if you have a question, you should consult with the Senior
Vice President - Human Resources & Communication of the Company or other
personnel or legal counsel designated by the Company from time to time.
5. CONFIDENTIALITY OF COMPANY INFORMATION MUST BE MAINTAINED.
Co-workers, officers and directors of the Company must maintain the
confidentiality of information entrusted or made available to them by the
Company or its clients, except when disclosure is authorized by the Company or
legally mandated, and must not use that information for personal advantage.
Confidential information includes all financial and other non-public information
and other records and that, if disclosed, might be of use to competitors, or
harmful to the Company or its clients.
6. DIRECTORS, OFFICERS AND CO-WORKERS ARE PROHIBITED FROM TAKING THE
COMPANY'S CORPORATE OPPORTUNITIES.
Co-workers, officers and directors are prohibited from (a) taking for themselves
personally opportunities that are discovered through the use of the company's
property, information or position, without the consent of a majority of the
"qualified directors," (b) using the Company's property, information or position
for improper personal gain, or (c) competing with the Company directly or
indirectly. Co-workers, officers and directors owe a duty to the Company to
advance its legitimate interests when the opportunity to do so arises.
7. FAIR DEALING IN ALL ACTIVITIES IS EXPECTED.
Each co-worker, officer and director should endeavor to deal fairly with the
Company's clients, suppliers, competitors and co-workers. A co-worker, officer
or director should not take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts or any other intentional unfair-dealing practice in connection with the
Company's business.
8. DIRECTORS, OFFICERS AND CO-WORKERS SHOULD PROTECT AND PROPERLY USE THE
COMPANY'S ASSETS.
All co-workers, officers and directors should protect the Company's assets and
ensure their efficient use. Theft, carelessness and waste have a direct impact
on the Company's profitability. All Company assets should be used for legitimate
business purposes. Company equipment should not be used for non-Company
business, but incidental personal use may be permitted.
9. WAIVERS OF THIS CODE MUST BE APPROVED AND DISCLOSED.
Any waiver of this Code for executive officers or directors of the Company may
be made only by the Compensation Committee of the Board of Directors and will be
promptly disclosed as required by law.
Page 20
10. DIRECTORS, OFFICERS AND CO-WORKERS ARE ENCOURAGED TO REPORT ILLEGAL OR
UNETHICAL BEHAVIOR OR VIOLATIONS OF THIS CODE.
We must all work to ensure prompt and consistent action against violations of
this Code. Co-workers are encouraged to contact the Senior Vice President -
Human Resources & Communication or to talk to supervisors, managers or other
appropriate personnel about observed illegal or unethical behavior or violations
of this Code and when in doubt about the best course of action in a particular
situation. Any claim of a possible violation may be made anonymously if the
claimant so desires, and all claimants shall be provided confidentiality to the
extent practicable in the handling of the potential violation. Co-workers,
officers and directors are expected to cooperate in internal investigations of
misconduct.
11. THE SENIOR VICE PRESIDENT - HUMAN RESOURCES & COMMUNICATION WILL
ADMINISTER THIS CODE.
This Code shall be administered by the Company's Senior Vice President - Human
Resources & Communication. Company co-workers are encouraged to seek guidance
regarding the application or interpretation of this Code from the Senior Vice
President - Human Resources & Communication and are expected to cooperate fully
in any investigation of any potential violation of this Code.
Page 21