EXHIBIT 14.1
STANDARDS OF CONDUCT
OF
FIRST COMMUNITY BANCSHARES, INC.
AND ITS SUBSIDIARIES
Retain this copy for reference - Return ONLY the Certification Statement to the
Chief Financial Officer
INTRODUCTION
As business becomes more complex and requires increasingly diverse skills and
abilities, integrity in the fullest sense - having and maintaining high ethical
standards - is one characteristic we all must share. The position you hold with
First Community Bancshares, Inc. and/or one of our subsidiaries is evidence of
our trust that you will exercise the highest standards in conducting both
business and personal affairs. These standards are reminders of your obligation
to your Company. The explanations are intended to guide you in determining the
appropriate action to take in certain circumstances.
The purpose of these standards is to reiterate the high standards of conduct
which are associated with ethical business practices and to identify areas and
situations where public trust and confidence might be compromised or a law
violated and to set forth guidelines governing such situations.
Most important in conducting our business is this basic rule: You should never
sacrifice integrity even if you think it would help our business - nor should
you act in any way which might cause others to think that you have done so.
If you have a question about a rule, or its application in a particular
situation, discuss it with your supervisor, the Chief Financial Officer or the
Director of Human Resources before taking action. You are also expected to use
your best efforts to have staff members you supervise be aware of and comply
with these rules. It is your obligation to report any breach of these rules to
the Company's Chief Financial Officer.
GENERAL STANDARDS OF CONDUCT
The following Standards of Conduct apply to all directors, officers and
employees of First Community Bancshares, Inc., and each of its direct or
indirect wholly owned subsidiaries, collectively referred to herein for
convenience as the "Company." As a director, officer or employee of the Company
you are expected to:
1. CONDUCT THE COMPANY'S BUSINESS IN FULL COMPLIANCE WITH BOTH THE LETTER
AND THE SPIRIT OF THE LAW AND THESE RULES AND REPORT ANY VIOLATIONS
2. USE CONFIDENTIAL INFORMATION PROPERLY
3. RECOGNIZE AND AVOID CONFLICTS OF INTEREST
4. PROTECT THE COMPANY'S OWNERSHIP OF PROPERTY, INCLUDING INFORMATION,
PRODUCTS AND SERVICES
5. CONDUCT OUTSIDE ACTIVITIES IN A WAY THAT DOES NOT COMPROMISE YOU OR THE
COMPANY
6. MANAGE YOUR PERSONAL FINANCES RESPONSIBLY AND REPORT ON YOUR
INDEBTEDNESS AS REQUIRED
7. CARRY OUT PERSONAL SECURITIES AND OTHER FINANCIAL TRANSACTIONS WITHIN
THE BOUNDS SET FORTH BY THE COMPANY, REPORTING THESE TRANSACTIONS AS
REQUIRED
8. TREAT THE COMPANY'S DIRECTORS, OFFICERS, EMPLOYEES, CUSTOMERS AND
OTHERS WITH WHOM YOU HAVE DEALINGS FAIRLY AND WITH RESPECT
9. HELP TO ENSURE PROPER DISCLOSURE IN PUBLIC DOCUMENTS
10. ANNUALLY, ACKNOWLEDGE THAT YOU HAVE READ AND COMPLIED WITH THE
STANDARDS OF CONDUCT POLICY THE FOLLOWING PAGES PRESENT THESE STANDARDS
IN DETAIL.
COMPLIANCE
You should be aware that a violation of these Standards of Conduct provides a
basis for disciplinary action up to and including termination or removal from
the Board, as applicable. Conduct that may result in discipline includes failure
to promptly report a known or suspected violation of the Standards, failure to
cooperate in internal investigations of possible violations, and retaliation of
any kind against anyone who reports a violation. Violation of these Standards
can also mean breaking the law and subject the individual to criminal penalties
or civil sanctions.
INTERPRETATION OF STANDARDS OF CONDUCT
Subject to the express limitations of these Standards of Conduct, Company
Bylaws, and applicable law, the Board of Directors or Chief Financial Officer
shall have the discretionary authority to interpret these Standards of Conduct,
to make all factual determinations under these Standards of Conduct, and to make
all other determinations necessary or advisable for administration of these
Standards of Conduct. All interpretations, determinations, and actions by the
Board of Directors or Chief Financial Officer shall be final, conclusive, and
binding upon all parties.
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WAIVERS OF THE STANDARDS OF CONDUCT
Any waiver of these Standards for directors and executive officers, in cases in
which the underlying objective of the Standards will not be violated and only
for just cause, may be made only by the Board of Directors. Any amendment to or
grant of a waiver from a provision of these Standards to any director or
executive officer will be promptly disclosed to the extent and as required by
law.
STANDARDS
1. YOU ARE EXPECTED TO CONDUCT THE BUSINESS OF THE COMPANY IN FULL
COMPLIANCE WITH BOTH THE LETTER AND THE SPIRIT OF THE LAW AND THESE
RULES AND TO REPORT ANY VIOLATIONS.
The Company has an enviable reputation for honesty, integrity and security.
Such is vital to its success. To merit and maintain the complete confidence
of our customers, we all must act responsibly. Each director, officer and
employee must conduct his or her personal affairs and business dealings in
a manner which develops and maintains the highest level of respect.
Remember that your personal conduct may either directly or indirectly
reflect on the organization and other directors, officers and employees.
You have assumed a duty to the Company, its customers and shareholders.
This duty is to act in a manner that will merit the continued trust and
confidence of the public in the Company. To others, you are the Company,
and your actions reflect our values and standards. You are expected to
avoid any action that might reflect unfavorably on either your integrity or
that of the Company. The Company cannot tolerate in its members any conduct
which might be considered as detrimental to the reputation of the
organization.
Similarly, the Company's reputation for high standards of ethics and
quality is established by the manner in which we conduct business. On a
daily basis, you are expected to stay within the letter and the spirit of
these rules and of the various laws and regulations which apply to our
business. Discovery of any event of an unethical, fraudulent, or illegal
nature or of activities or transactions appearing to be in violation of the
Standards of Conduct should be promptly reported to the head of your
department and the Company's Chief Financial Officer. Any such instances
involving persons at a senior level within the organization should be
reported directly to the Company's Chief Financial Officer.
2. YOU ARE EXPECTED TO USE CONFIDENTIAL INFORMATION PROPERLY.
One of our most critical responsibilities is to maintain and protect the
trust placed in us by our customers. Confidential information - whether
obtained from those with whom the Company does business or from sources
within the Company - must be safeguarded.
Maintaining confidentiality is important regardless of the form the
information takes - oral, print or on electronic equipment. You must take
care in what you say, to whom, and where; about how you treat memos, files
and reports; and about seeing that there is no misuse of the information
you display on computer screens and store in databases. Electronic mail
(E-mail) and voice mail should only be accessed by authorized individuals.
Unauthorized access to E-mail or voice mail may result in disciplinary
action up to and including termination.
3. YOU ARE EXPECTED TO RECOGNIZE AND AVOID CONFLICTS OF INTEREST.
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A conflict of interest exists when any form of interest - direct or
indirect - is of such nature that it might reasonably affect the director,
officer or employee's judgment or decisions exercised on behalf of the
Company. It is the Company's policy that directors, officers and employees
avoid conflicts of interest.
The following are some typical activities, which could present conflicts of
interest, or the appearance of conflicts. They are prohibited by the
Company - and, in some cases, by law:
GIFTS/FREE SERVICES
The Company policy prohibits directors, officers and employees from accepting
gifts, hospitality or free services that might influence their business
judgment. Directors, officers and employees must not solicit gifts, hospitality
or free services from current or prospective customers or suppliers. In
addition, the Company discourages directors, officers and employees from
accepting any gifts or hospitality from prospective or current customers of the
Company. This policy is not intended to preclude the acceptance or the giving of
common courtesies usually associated with accepted business practices, including
accepting or giving advertising mementos or gifts of small value (less than
$200) which are of such a nature as to indicate they are merely tokens of
respect or friendship.
This policy is not intended to preclude the acceptance or the giving of gifts or
services from members of your immediate family. The following persons are
considered members of your "immediate family": your spouse, parents,
grandparents, children, grandchildren and siblings, including any such
relationship that arises through marriage or by adoption. It also includes
members of your household, whether or not they are related to you.
ACCEPTING OFFERS OF HOSPITALITY
You may not solicit hospitality or accept lavish or unusual entertainment or
hospitality from a current or prospective customer or supplier.
You may accept normal amenities that facilitate the discussion of Company
business such as a normal and customary business lunch, dinner, or other
unsolicited business-related hospitality or services, unless the receipt of such
hospitality would or is made to influence your judgment, or it is not normal and
customary for the occasion.
On a case-by-case basis, the Company may approve other circumstances that are
not specifically addressed above, but approval of those situations will usually
be required in writing and, for directors and executive officers, may only be
made by the Board of Directors. See "Waivers of the Standards of Conduct."
DIRECTORS, OFFICERS OR EMPLOYEES NAMED IN A CUSTOMER'S WILL
A director, officer or employee may not accept gifts or bequests from customers
or suppliers of the Company under wills or trust instruments without the prior
written approval of the Board of Directors unless the gift or bequest is from a
member of the director, officer or employee's immediate family. This policy
applies even if the gift or bequest was not known by the director, officer or
employee to have been provided in the will or trust.
If there is litigation against you and/or the Company regarding the gift or
bequest, you are solely responsible for providing your own defense and for
indemnifying the Company.
OTHER AREAS OF POTENTIAL CONFLICT
Undisclosed borrowing from a customer, regardless of the terms of such
borrowing, and whether such borrowing is direct or indirect, or through
third parties.
Providing excessive gifts or entertainment to clients or potential clients or
extending to them banking terms that are more favorable than those
normally offered.
Processing transactions on your own account or the account of members of your
immediate family.
Offering bribes, kickbacks, remuneration or other improper consideration to any
person, business entity or official of any government agency in the
United States or abroad, either directly or indirectly, to gain
preferential treatment in securing business or obtaining special
concessions in the Company's interest.
Buying, selling, trading, or carrying securities or commodities for your
personal account - or accounts for a member of your immediate family or
other "associate" - under circumstances which would obligate you in any
sense to a dealer, broker, or client or which could influence your
judgment in handling transactions for the Company's account or on
behalf of a client, is not permitted. An "associate" is (a) a member of
your immediate family or someone who lives in your household over whose
purchases, sales, or other trading activities you exercise influence,
or (b) an investment account over which you exercise sole investment
discretion.
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4. YOU ARE EXPECTED TO PROTECT THE COMPANY'S OWNERSHIP OF PROPERTY,
INCLUDING INFORMATION, PRODUCTS AND SERVICES, AND YOU MAY NOT USE
COMPANY PROPERTY, INFORMATION OR POSITION FOR IMPROPER PERSONAL GAIN.
The misuse or removal from the Company facilities without authorization of
the Company's furnishings, equipment and supplies is prohibited.
This applies equally to other property obtained or copied by the Company
for its exclusive use - such as client lists, files, reference materials
and reports, computer software, data processing systems and data bases.
Neither originals nor copies may be removed from the Company premises or
used for purposes other than Company business without your manager's
authorization.
The Company's products and services are its property. The contribution you
make to their development and implementation while you are employed at or
serving the Company are its property and remain its property even if you
leave the organization.
You must take care to avoid providing a competitor or potential competitor
with proprietary information about the Company's facilities, its systems or
its products and services.
Those employees with personal computers residing on the corporate network
must comply with the Company's policies relating to E-mail, security, and
internet usage, which are furnished to each user. First Community's
computer and telecommunications systems are company property and should be
used in accordance with established policy.
All directors, officers and employees are prohibited from taking for
themselves personally opportunities that are discovered through the use of
Company property, information or their position without the consent of the
Board of Directors. No director, officer or employee may use corporate
property, information, or their position for improper personal gain, and no
employee may compete with the Company directly or indirectly. Directors,
officers and employees owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises.
5. YOU ARE EXPECTED TO CONDUCT OUTSIDE ACTIVITIES IN A WAY THAT DOES NOT
COMPROMISE YOU OR THE COMPANY.
To protect its customers, its business and you, the Company places
restrictions on the non-company business connections you may have.
(a) NON-COMPANY BUSINESS ACTIVITIES
OFFICERS: You must obtain the prior written consent of the head of your
department or division to engage in any business-related activity
outside the Company whether or not compensation is received. Requests
for consent should be filed with the Company's Chief Financial Officer
using the format discussed below. If approval is given and the activity
undertaken, the Chief Financial Officer should be notified when the
activity ceases.
DIRECTORS: Directors should avoid actual or apparent conflicts of
interest with the Company in personal or professional relationships.
Generally, speaking a conflict of interest occurs when a director's or
a member of the director's immediate family personal interest
interferes, has the potential to interfere, or appears to interfere
materially with: (a) the business interests of the Company; or (b) the
ability of the director to carry out his or her duties and
responsibilities. A director should disclose to the Board any
transaction or relationship that the director reasonably expects could
give rise to an actual or apparent conflict of interest with the
Company. However, whether an actual or apparent conflict of interest
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exists depends on the facts of each situation. Whenever there is any
question regarding whether a conflict of interest exists, we encourage
each director to consult the Board.
STAFF: You may undertake supplemental employment provided you disclose
your extra job to your immediate supervisor, it does not interfere with
your work for the Company, and written approval is provided to the
Company's Chief Financial Officer. However, you may not be employed by
another bank, brokerage firm or other financial institution. In
addition, you should not undertake supplemental employment that might
influence or appear to influence actions taken, judgments made, or
advice given by you as a Company employee. Approved outside employment
requests will be sent to the Company's Chief Financial Officer and the
Director of Human Resources to review, record and to issue specific
guidelines as may be applicable to the situation.
(b) WORKING FOR THE COMMUNITY
Directors, officers and employees are encouraged to participate
actively in non-profit organizations such as educational,
religious, health and welfare institutions, and service clubs.
They are also encouraged to serve their communities and
schools by service on committees and boards.
Employees choosing to participate in civic, charitable, political, and
professional association activities are responsible for seeing
that such participation does not result in any actual or
apparent conflict of interest, encroach upon working time or
otherwise interfere with regular duties. If an employee has
any question in this regard, he or she should discuss the
matter with his or her manager before engaging in the
activity.
The foregoing policy statements are not intended to discourage
personnel from directorships or other forms of participation
in those charitable, religious, educational, and community
activities not carried on for profit in which business people,
historically, have considered it both their right and civic
obligation to participate. All personnel are encouraged to
take part in such worthy endeavors so long as such activities
do not impair efficiency in the performance of or conflict
with corporate duties.
6. YOU ARE EXPECTED TO MANAGE YOUR PERSONAL FINANCES RESPONSIBLY AND
REPORT ON YOUR INDEBTEDNESS AS REQUIRED.
Each employee has the responsibility for living within his/her financial
means. Because of the nature of the banking business, your personal
financial condition, if improperly handled, could undermine your
credibility and that of the Company. Employees are expected to meet their
personal financial obligations in a timely, sound, and responsible manner.
Garnishments, levies, liens, insufficient fund checks, and past due
obligations are indicators of unsound personal financial condition and may
be cause to terminate employment.
LOANS
Directors, officers and employees are not permitted to borrow from customers or
suppliers, except those who engage in lending in the usual course of
their business and then only on terms offered to others in similar
circumstances, without special treatment as to interest rates,
security, repayment terms and the like. This prohibition does not
preclude borrowing from anyone related to the employee by blood or
marriage.
Directors, officers and employees are not permitted to borrow from employees
(except in nominal ($25.00 or less) amounts on an infrequent basis) and
are prohibited from borrowing from subordinates.
OVERDRAFTS/KITING
Each employee is expected to handle his/her checking account in a reasonable
manner. Unpaid overdrafts will not be tolerated.
7. YOU ARE EXPECTED TO CARRY OUT PERSONAL SECURITIES AND OTHER FINANCIAL
TRANSACTIONS WITHIN THE BOUNDS SET FORTH BY THE COMPANY, REPORTING
THESE TRANSACTIONS AS REQUIRED.
(a) Margin or Commodity Accounts
It is the policy of the Company to neither encourage nor discourage use of
margin accounts. However, any employee considering the use of such an
arrangement should carefully evaluate the risks involved.
(b) Company Securities
Normally purchases and sales of Company securities should be made through
one of the Company's market makers or your regular broker/dealer and adhere
to the requirements set forth in the Company's Insider Trading Policy.
(c) "Inside Information" and Trading In Securities
Material nonpublic ("inside") information must never be passed to or used
by the Company's personnel in conjunction with investment transactions for
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the Company or for our clients.
Individual directors, officers and employees may not use "inside
information" to trade in securities of any sort - nor may you pass along
such information, expressly, or by way of making a recommendation for the
purchase or sale of a security, based upon such information to someone else
for this purpose.
8. YOU ARE EXPECTED TO TREAT THE COMPANY'S EMPLOYEES, CUSTOMERS AND OTHERS
WITH WHOM YOU HAVE DEALINGS FAIRLY AND WITH RESPECT.
Each director, officer and employee should endeavor to respect the rights
of and deal fairly with the Company's customers, suppliers, competitors and
employees. No director, officer or employee should take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other intentional
unfair-dealing practice.
9. YOU ARE EXPECTED TO FULLY DISCLOSE ANY TRANSACTIONS OR ACTIVITIES WHICH
ARE RELATIVE TO THE COMPANY'S OPERATIONS TO MANAGEMENT.
All directors, officers and employees should maintain complete and accurate
records and accounts, and provide timely and candid forecasts and
assessments to management to ensure full, fair, accurate, timely and
understandable disclosure in documents filed with or submitted to the SEC
or other regulatory agencies and in other public communications.
10. YOU ARE EXPECTED TO ANNUALLY ACKNOWLEDGE THAT YOU HAVE READ AND
COMPLIED WITH THESE STANDARDS.
The Company's Chief Financial Officer is responsible for the administration
of the Standards and the required reports. All Certification Statements
shall be submitted to the Company's Chief Financial Officer for review and
storage in confidential files separate from employee files.
The primary accountability and responsibility for the Standards of Conduct
rests with each individual director, officer and employee. All directors,
officers and employees will receive a copy of these Standards and shall
annually complete and file with the Company's Chief Financial Officer a
certification statement that he/she has read the Standards and understands
its requirements. Reports shall be submitted more frequently than annually
whenever there has been a material change from the date of the last report.
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ANNUAL CERTIFICATION STATEMENT
NAME _________________________________________________________________
(Please print)
FOR EMPLOYEES:
DEPARTMENT _______________________________________________EXT # _______
(Please print)
SUPERVISOR ___________________________________________________________
(Please print)
THE INFORMATION REQUESTED ON THIS DISCLOSURE STATEMENT IS REQUIRED TO COMPLY
WITH CORPORATE POLICY. PLEASE COMPLETE THE INFORMATION REQUESTED AND RETURN THIS
FORM DIRECTLY TO THE COMPANY'S CHIEF FINANCIAL OFFICER.
ALL DIRECTORS, OFFICERS AND EMPLOYEES MUST ANSWER THE FOLLOWING QUESTION:
1. DO YOU HAVE ANY REPORTABLE INFORMATION? (THAT IS, IS THERE ANYTHING
THAT CONSTITUTES A CONFLICT OF INTEREST, OR, COULD LEAD TO A POSSIBLE
CONFLICT OF INTEREST, SUCH AS A MATERIAL TRANSACTION OR RELATIONSHIP,
ALL AS MORE FULLY DESCRIBED IN THE STANDARDS OF CONDUCT.)
YES NO If YES, please report here: (Attach an additional
(circle one) sheet, if necessary)
I have received a copy of the Company's Standards of Conduct and am familiar
with its contents. For the period beginning from the date of my last statement
or date of employment or election to the Board, as applicable, and ending
December 31, ____; within its meaning, expressed and implied, I am not aware of
any circumstances of a personal or family nature that would be in conflict with
the "Standards," except as indicated above.
I understand my failure to comply with the Standards of Conduct may be cause for
dismissal or removal. I will report promptly any actual or potential conflict of
interest that may develop in the future.
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Date Signature
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