EXHIBIT 14
FIRST MCMINNVILLE CORPORATION
CODE OF ETHICS
CODE OF ETHICS
OF
FIRST MCMINNVILLE CORPORATION
FIRST MCMINNVILLE CORPORATION has adopted this Code of Ethics in
response to changes in the laws, rules, and regulations governing its
activities as a public company within the meaning of federal securities
laws. In addition, public companies like First McMinnville Corporation have
found it appropriate to adopt codes of ethics and standards of conduct to
provide guidance to directors and employees, and to state objectively the
Company's high ethical standards of conduct. This Code of Ethics applies to
the board of directors, to the chief executive officer, to the chief
operating officer, to the chief financial officer, to all employees
discharging these functions, and to all other employees. The Company
continues to expect that all directors, employees and other representatives
of First McMinnville Corporation will comply with and demonstrate the
highest characteristics of integrity, professionalism, and commitment to
service. To do less is to miss the mark of excellence that the Company wants
to foster among its directors and employees and to deliver to its Customers
and Communities.
STANDARDS OF SERVICE
By your signature below, you agree that:
1. You will engage in honest and ethical conduct, including the
ethical handling of actual or apparent conflicts of interest
between personal and professional relationships.
2. You will make diligent efforts to make full, fair, accurate,
timely, and understandable disclosure in reports and documents that
the Company files with, or submits to, its regulators, internal and
external auditors, and the public, as well as in other public or
private communications made by the Company.
3. You will avoid conflicts of interest and, to the best of your
ability, advise your supervisor of any likely conflicts of interest
that you reasonably should expect to experience. The CEO's
supervisor shall be the Board of Directors.
4. You will comply with applicable governmental laws, rules and
regulations.
5. You will make diligent efforts to protect the confidentiality of
non-public information about First McMinnville Corporation and its
business, and the Company's Customers and their private and other
business. You agree that our guiding principle is this: WHAT YOU
SEE, WHAT YOU HEAR, WHEN YOU LEAVE, LEAVE IT HERE.
6. You will make diligent efforts to prevent others from secretly,
unlawfully, or by deception obtaining non-public information in the
Company's possession.
7. You will use your position with the Company solely to advance the
interests of the Company and, in so doing, to further the Company's
commitment and service to its Customers and Communities.
8. You will make diligent efforts to treat others as you would expect
and want to be treated.
9. You will recognize that this Code of Ethics is intended to
encourage good conduct as well as to deter wrongdoing.
STANDARDS OF ACCOUNTABILITY
By your signature below, you acknowledge and agree that:
1. You are prohibited from taking any action, or omitting to take any
action, to fraudulently influence, coerce, manipulate, or mislead
anyone related to the Company's business, including the auditors
and examiners of the Company.
2. You are prohibited from taking or permitting any conduct (act or
omission) that would render or could be expected to render the
financial records and/or the financial statements of First
McMinnville Corporation misleading.
3. You are prohibited from trading upon or disclosing material
non-public information.
4. You are accountable for fulfilling your obligations under this Code
of Ethics everyday. Failure to comply with this Code of Ethics and
to fulfill your obligations can be expected to lead to disciplinary
action up to and including termination and, in some cases, legal
action.
5. You are required to raise any question that you may have about this
Code of Ethics from time to time with your immediate supervisor.
6. You are required to promptly report violations of this Code of
Ethics, or conduct that you believe in good faith to be a violation
or potential violation of this Code of Ethics, to your immediate
supervisor or, if that is the person (or one of the persons) whom
you believe to be in violation, you may always report to the CEO or
to any member of the Company's Board of Directors if you believe
that a report to the CEO would be insufficient. You also have the
right to report any such violation or suspected violation
anonymously in accordance with the Company's "Whistle Blower"
Policy.
7. You acknowledge and agree that no provision of this Code of Ethics
may be waived or amended except (1) in writing (2) by the CEO. The
CEO shall obtain waivers, if any, in writing from the Board of
Directors. Any such waiver or amendment will be publicly disclosed
as required by applicable law or, if not so required, as determined
by the Board of Directors.
WHISTLE BLOWER POLICY OF FIRST MCMINNVILLE CORPORATION
In compliance with the Sarbanes-Oxley Act of 2002, First McMinnville
Corporation, has determined to establish this procedure for the receipt,
retention, and treatment of complaints received by the Company regarding
accounting, internal accounting controls, and auditing matters, and for the
confidential, anonymous submission by directors or employees of the Company
of concerns regarding questionable accounting or auditing matters.
It is the policy of the Company that all directors and employees have a
responsibility to report any conduct they believe in good faith* to be
fraudulent, dishonest, and/or inconsistent with the best interests of the
Company. An employee should report his or her concerns immediately to a
supervisor or manager. A director should report his or her concerns to the
Audit Committee, to the CEO, or to the Chairman of the Company. If for any
reason an employee finds it difficult to report his or her concern to a
manager or supervisor, or believes that such a report would be ineffective,
the employee can report it directly to the CEO or to the Chair of the Audit
Committee, and/or to any member of the Audit Committee. Managers or
supervisors are required to report suspected fraudulent, dishonest, or
questionable conduct to the CEO or to the Chair of the Audit Committee.
[*Important Note: Every complaint shall be presumed to have been made in
good faith unless facts and circumstances clearly demonstrate that such
complaint was not so made.]
In the event that the employee believes in good faith that the Chair of the
Audit Committee and/or CEO is not responding appropriately by investigating
any complaint, then such employee is authorized to contact any member of the
Board of Directors.
The Company will investigate any possible or alleged fraudulent, dishonest
or questionable conduct regarding questionable accounting or auditing
matters. Anyone found to have engaged in fraudulent or dishonest conduct is
subject to disciplinary action up to and including termination and civil or
criminal prosecution when warranted.
The Company prohibits retaliation or discrimination against anyone who, in
good faith, makes a complaint or who is involved in the investigation of
such a complaint. All complaints will be treated seriously and promptly
investigated. The Company shall defend the rights of any employee who, in
good faith, raises a concern or makes a complaint in accordance with the
terms of this policy.
Complaints can be submitted to the Chair of the Audit Committee or the CEO,
by addressing either of them at First McMinnville Corporation, 200 East Main
Sweet, McMinnville, Tennessee 37110. The envelope should be marked
"PROFESSIONAL AND CONFIDENTIAL." Such good faith complaints shall not he
identified as originating with any person(s) in any report made to the Audit
Committee, Board of Directors, or otherwise.
This Code of Ethics has been adopted by the Board of Directors of First
McMinnville Corporation, to be effective on March 1, 2004. It shall apply to
the Company and to all of the Company's affiliates and subsidiaries
including, without limitation, The First National Bank of McMinnville.
Reference to the "Company" in this Code of Ethics means and includes The
First National Bank of McMinnville and all other affiliates and
subsidiaries.
ACKNOWLEDGMENT
I hereby acknowledge that I have received, read, and carefully
considered First McMinnville Corporation's Code of Ethics and Whistle
Blower Policy and I represent to the Company that I am in compliance with
the Code of Ethics except for any written disclosures that I have
attached to this signed copy. ANY DISCLOSURES MUST BE SIGNED BELOW BY THE
CEO TO BE EFFECTIVE.
I agree to update this information as necessary. By signing
below, I promise to comply with the provisions of the Code of Ethics
throughout the duration of my service as a director and/or my term of
employment. If I have signed a Related Interest Statement (or comparable
statement) that I have provided to the Company or any affiliate\ of the
Company, then that Statement shall be deemed to be a part of this
Acknowledgment.
SIGNATURE OF DIRECTOR OR EMPLOYEE:
__________________________________
Date of Signing: _______________________
Printed or Typed Name of Director or Employee: __________________________
Indicate if the Bank is receiving disclosures at this time:
[ ] YES [ ] NO
Signature of CEO if "YES" block is checked: _________________________