EXHIBIT 14
PSB GROUP, INC.
CODE OF ETHICS
ORGANIZATIONAL FUNCTIONAL AREA: EXECUTIVE
POLICY FOR: CODE OF ETHICAL CONDUCT
BOARD APPROVED: SEPTEMBER 2004
LAST REVISION DATE: SEPTEMBER 2004
INDIVIDUAL RESPONSIBLE ROBERT COLE
FOR MAINTAINING/UPDATING POLICY PRESIDENT & CEO
STATEMENT OF PURPOSE
The purpose of this policy statement is to reaffirm the strong commitment by PSB
Group, Inc. and Peoples State Bank (collectively, the "Company") to the highest
standards of legal and ethical conduct in its business practices, and to
consolidate the various policies concerning this commitment into a single
document.
POLICY ON RESPONSIBLE BEHAVIOR
As an integral member of the Company, you are expected to accept certain
responsibilities, adhere to acceptable business principles in matters of
personal conduct and exhibit a high degree of personal integrity at all times.
This not only involves sincere respect for the rights and feelings of others,
but also demands that in both your business and personal life, you refrain from
any behavior that might be harmful to you, your fellow associates, or the
Company, or that might be viewed unfavorably by current or potential customers,
or by the public at large. Whether you are on duty or off, your conduct reflects
on the Company. You are consequently encouraged to observe the highest standards
or professionalism at all times.
POLICY ON USE OF GOOD JUDGMENT
It would be virtually impossible to cite examples of every type of activity
which might give rise to a question of unethical conduct. Therefore, it is
important that each of us rely on our own good judgment in the performance of
our duties and responsibilities. When those situations occur where the proper
course of action is unclear, request advice and counsel from your supervisor.
The reputation and good name of the Company depends entirely upon the honesty
and integrity of each one of us.
POLICY ON ETHICAL STANDARDS
All associates must conform to ethical and legal standards to abide by the law
and to preserve the Company's integrity and reputation. Failure to adhere to
this policy may result in disciplinary action, up to and including discharge
from employment.
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POLICY ON COMPLIANCE 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 employees must respect and obey the
laws of the United States of America and the states in which we operate.
Although not all employees are expected to know the details of all of these
laws, it is important to know enough to determine when to seek advice from
supervisors, managers or other appropriate personnel.
POLICY ON COMPETITION
Associates may not comment on the performance of any competitor of the Company.
Such prohibited comments include, but are not limited to, statements regarding
the integrity or financial security of any other institution.
Associates may not provide information to any competitor which includes, but is
not limited to, information regarding fees, interest rates and loan terms. Any
questions concerning what information may be shared with other financial
institutions should be directed to the Chief Financial Officer.
POLICY ON FAVORS
Associates may not give, solicit, or receive any gifts or favors to or from any
customer, supplier, competitor (other than a gift having a value of less than
$75.00 and is not cash or cash equivalents) without the prior consent of the
Human Resources Department. In no event shall an associate give or receive a
gift in the form of cash, stocks, bonds, options, or similar types of items.
Discounts may be accepted by associates, provided such discounts are available
to all Company personnel. Also, we understand that customers will occasionally
give Company associates cash tips. We believe this practice is unique to the
community we serve but it remains a violation of this Code.
It is unlawful to give, offer, or promise anything of value for the purpose of
influencing someone in connection with Company business or a Company
transaction. Similarly, it is impermissible and may be unlawful to solicit,
demand, or accept anything of value with the intent of being influenced or
rewarded in connection with any Company business or transaction. Therefore, no
associate may give or receive any gift if it could reasonably be viewed as being
done to gain a business advantage.
Associates are not prevented from incurring normal business-oriented expenses
for entertainment or from accepting personal mementos of minimal value. It is
acceptable to occasionally allow a supplier or customer to pay for a business
meal.
POLICY CLARIFYING MEANING OF "INSIDE" INFORMATION
U.S. Securities regulations, which regulate transactions in corporate securities
(stocks and bonds), impose severe sanctions against the use of "inside"
information in the purchase and sale of securities by officers and associates of
the Company for their own benefit and profit. "Inside" information includes any
important material fact which might be a factor in a decision to buy or sell a
particular security. The "insider" includes not only the
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associate, but family members, friends, brokers, or anyone to whom the
information is communicated by the associate. The securities include not only
those of the Company, but also the securities of any company of which you have
acquired important, non-public knowledge as a result of your employment.
Specifically, you should not trade in the securities of any company which, to
your knowledge, is under consideration as an acquisition by the Company.
Regulations which are designed to protect the investing public are strictly
enforced, and both civil and criminal action can be taken against both the
individual and Company involved. If you have any doubts as to whether a
contemplated securities transaction might be deemed a violation of the "insider"
trading rule, you may request an opinion of the Chief Financial Officer.
POLICY PROHIBITING CERTAIN INVESTMENTS
Associates are prohibited from investing in any of the Company's customers,
suppliers, or competitors unless the securities are publicly traded and the
investments are on the same terms available to the general public and not based
on any "inside information." This prohibition applies to all forms of
investments and to all associates, directors, officers, and agents of the
Company and their immediate families.
In general, associates should not have any financial interest in a customer,
supplier, or competitor that could cause divided loyalty, or even the appearance
of divided loyalty.
POLICY LISTING TYPES OF CONFLICT OF INTEREST
The term "conflict of interest" describes any circumstance that would cast doubt
on an associate's ability to act with total objectivity with regard to the
Company's interest. Each associate is expected to avoid any action or
involvement which would in any way compromise his or her actions on behalf of
the Company. Activities which could raise a question of conflict of interest
include, but are not limited to, the following:
- To conduct business on behalf of the Company with a member of the
associate's family or a business organization in which the associate
or a member of his or her family has a significant association,
which could give rise to a conflict of interest, without first
obtaining a written non-objection from the Chief Financial Officer.
- To serve in an advisory, consultative, technical, or managerial
capacity for any non-affiliated business organization which does
significant business with or is a competitor of the Company, without
first advising their supervisor of such plans.
- To lend private funds to fellow associates, customers, or suppliers
of the Company.
- To engage in speculative business ventures with any customer or
supplier of the Company.
- To borrow from any other financial institution on more favorable
terms than are offered to the general public.
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- To initiate, process, grant or otherwise become involved in any
loans, or other transactions, with any Relative (as hereinafter
defined) or for themselves.
- To initiate, process or otherwise take any action with respect to
loans or other transactions involving the Company's customers or
suppliers in which the associate has a financial interest, whether
actual or contingent.
POLICY ON DISCLOSING CONFIDENTIAL INFORMATION
Associates have an ethical duty not to disclose confidential information gleaned
from business transactions and to protect confidential relationships between the
Company and its associates, customers, suppliers, and shareholders.
Business information that has not been made public (e.g., insider information)
shall not be released to private individuals, organizations, or government
bodies unless demanded by legal process such as a subpoena or court order.
Associates shall not use confidential information obtained in the course of
their employment for the purpose of advancing any private interest or otherwise
for personal gain.
Associates should refer any requests for confidential information (reference
checks, credit reporting, etc.) from whatever source to their supervisor. Please
also refer to the Privacy Policy.
POLICY ON DOCUMENTS
All memoranda, notes, lists, records and other documents (and all copies
thereof) made or compiled by the associate or made available to the associate
concerning the business of the Company or any of its affiliates or customers
shall be the Company's property and shall be delivered to the Company promptly
upon the termination of the associate's employment with the Company or any of
its affiliates or at any other time on request.
POLICY ON OUTSIDE EMPLOYMENT
No associate may serve as an associate, director, or officer of any supplier or
customer without the prior written approval of the Human Resources Department.
An associate may never serve as an associate, director, or officer of a
competitor but may serve as an advisor or consultant to a supplier or customer
if that associate conducts business as a representative of this company.
Associates may not serve as trustees, personal representatives, executors,
administrators, guardians or in any other fiduciary capacity without the prior
written authorization of their supervisor and the Human Resources Department. No
associate of the Company may hold power of attorney over any of the Company's
customers and may not have personal access to any customer's safety deposit
boxes.
Any associate who does perform outside work has a special responsibility to
avoid any conflict with the Company's business interests. Outside work cannot be
performed on the Company's time.
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POLICY ON DOING BUSINESS WITH FAMILY MEMBERS
If an associate wishes to do business on behalf of the Company with a member of
that associate's immediate family or other relative or with a company of which a
relative is an officer, director, or principal, the associate must disclose the
relationship and obtain the prior written approval of the Human Resources
Department.
POLICY ON POLITICAL AND CIVIC ACTIVITIES
The Company has a policy of not making contributions to political parties or
candidates or lobbying on their behalf. Associates may enjoy membership in or
contribute to political parties, trade associations, and similar organizations.
However, any political activity is strictly on the associate's own time and at
the associate's own expense.
Associates are encouraged to become involved in community affairs and to engage
in volunteer work. Also encouraged is involvement in professional organizations.
POLICY ON COMPANY FUNDS
Associates are forbidden to use, directly or indirectly, Company funds and
assets for any unlawful purpose or to accomplish any unlawful goal. The Company
also prohibits the establishment or maintenance of undisclosed or unrecorded
funds and assets.
All reporting of information should be accurate and timely. Associates may not
make any false or misleading entries in any books and records.
POLICY LISTING GENERAL ETHICAL REQUIREMENTS
Associates should read the code of ethics with the following in mind:
- The Company requires every associate to comply with these standards.
- This list is not comprehensive. The Company encourages associates
who have questions about these standards and their application to
associate conduct to discuss them with the Human Resources
Department.
- An associate who knows or has reason to know of any activity that
violates or could violate these standards must promptly report
complaints regarding illegal, improper or other questionable
behavior or questionable accounting or auditing matters directly to
the Audit Committee and Human Resources Department or indirectly
through the Company's confidential and anonymous web based or toll
free telephone reporting system.
Directly to the Audit Committee and Human Resources Department:
Private and Confidential
Peoples State Bank
1800 E. Twelve Mile Rd.
Madison Heights, MI 48071
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Attn: Human Resources Department
Peoples State Bank
P.O. Box 92024
Warren, MI 48092
Attn: Audit Committee
Via the Company's anonymous reporting system:
- Log onto ethicspoint.com
- Call Ethics Point toll free number 866-293-2590
Peoples State Bank anonymous reporting system is maintained and operated
by EthicsPoint, Inc., an unaffiliated service provider. All issues or
complaints submitted via the anonymous reporting system will be forwarded
to the Audit Committee and Human Resources Department of the Bank for
resolution.
POLICY ON DISCLOSURE
The CEO, all senior officers, and employees involved in the financial reporting
process are responsible for full, fair, accurate, timely and understandable
disclosure in the periodic reports required to be filed with the SEC and other
public communications made by the Company. Accordingly, it is the responsibility
of such employees and senior officers promptly to bring to the attention of the
CEO (and in the case of the CEO, to the Board) any material information of which
he or she may become aware that affects the disclosures made by the Company in
its public filings.
POLICY ON WAIVERS
Employees of the Company are expected to follow this Code of Ethical Conduct at
all times. Generally, there should be no waivers to this Code of Ethical
Conduct, however, in rare circumstances conflicts may arise that necessitate
waivers. In the case of employees other than senior officers, requests for
waivers should be submitted to the Human Resources Department. Waivers will be
determined on a case-by-case basis by the Human Resources Department with the
advice of senior management. Waivers for senior officers shall be determined by
the board of directors. Any amendment to the Code of Ethical Conduct that
applies to the Company's CEO, CFO, principal accounting officer or controller or
any waiver granted to the Company's CEO, CFO, principal accounting officer or
controller and the grounds for such waiver shall be promptly disclosed through a
filing with the SEC on Form 8-K.
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