Exhibit 14
Code of Ethics
ETHICS AND CONFLICT OF INTEREST POLICY
NORTHWAY FINANCIAL, INC.
AND SUBSIDIARIES
TABLE OF CONTENTS
I. PURPOSE........................................................... 2
II. POLICY........................................................... 2
III. GIFTS, GRATUITIES & ENTERTAINMENT............................... 3
IV. OUTSIDE ACTIVITIES/EMPLOYMENT.................................... 4
V. CONFIDENTIALITY................................................... 5
VI. ELECTRONIC COMMUNICATIONS, VOICE MAIL AND COMPUTER SYSTEMS....... 5
VII. INTERNET USAGE.................................................. 6
VIII. EMPLOYEE TRANSACTIONS.......................................... 7
IX. REPORTING OF DISCLOSURES......................................... 7
X. REVIEW............................................................ 7
I. PURPOSE
This policy is established to ensure that employees, directors, officers and
agents of Northway Financial, Inc. (the Company) and its subsidiaries, The
Berlin City Bank and the Pemigewasset National Bank (hereinafter the Bank(s))
recognize the position of trust they occupy. It is intended to outline some
examples of the types of behaviors and dealings by persons in a position of
trust which can result in an abuse or undermining of that trust, and ultimately
confidence, in the Company and the Bank(s).
II. POLICY
A. This policy applies to the employees, directors, officers, and agents of
the Company and each subsidiary (hereinafter "Bank officials").
B. Bank officials are expected to conduct themselves in an honest,
responsible and professional manner. It is also expected that they will
remain free of influences and perceived influences that may result in a
loss of objectivity regarding Bank business, including, but not limited
to, its customers and suppliers. Bank officials should exercise good
judgment at all times and bring to the attention of the Boards of
Directors any potentially compromising scenarios and disclose all
possible conflicts.
C. Bank officials are prohibited from self-dealing or otherwise trading on
their positions with the Company or the Bank or accepting from one doing
or seeking to do business with the Company or either Bank a business
opportunity not available to other persons or that is made available
because of such officials' position with the Company or the Bank. Bank
officials must disclose to the Boards of Directors all potential
conflicts of interest, including those in which they have been
inadvertently placed. Ethical requirements include, but are not limited
to, the following:
1. Bank officials may not receive non-public information from another
financial institution for the purpose of personal benefit or gain;
2. Bank officials may not borrow from customers or vendors, except
from those normally engaging in lending as a primary business
function under terms available to the general public;
3. Bank officials may not lend funds to customers or vendors when
based on obvious family or personal relationship and it is clear
that the relationship is the motivating factor;
4. Bank officials may not purchase assets from the Bank, directly or
indirectly, without an independent appraisal of the asset;
5. Bank officials may not conduct personal business from the Bank or
use Bank equipment, supplies, employees, etc. to conduct non-Bank
business;
6. Bank officials may not recommend attorneys, accountants, insurance
brokers or agents, stockbrokers, real estate agents and the like
unless several names are given without favoritism;
7. Bank officials may not advise customers regarding the law, tax
problems, tax return preparation, or investment decisions, unless
required in the ordinary course of his/her duties;
8. Bank officials may not accept fees for speeches given or for
articles written as a representative of the Bank, but may do so
when the speech or article deals with a Bank official's functional
area of expertise or a matter of personal interest;
9. Bank officials shall respond candidly to inquiries from outside
independent auditors, internal auditors, or state and federal
examiners, shall conceal no adverse data, and shall offer any
helpful information for a proper evaluation;
10. Bank officials shall notify the appropriate Bank President
immediately should they become involved in civil or criminal
proceedings;
11. Bank officials may not receive any fee or other benefit from any
borrower or loan applicant as an inducement to making the loan
other than customary document preparation fees;
12. No Bank official may negotiate loans in his/her own behalf with
himself/herself.
D. In addition, as required under Bank Bribery Law at 18 U.S.C. 215, any
employee, officer, director, agent, or attorney of a bank is prohibited
from:
1. Soliciting for themselves or for a third party (other than the Bank
itself) anything of value from anyone in return for any business,
service or confidential information of the Bank(s); and
2. Accepting anything of value (other than a bona fide salary, wages
and fees referred to in 18 USC 215(c)) from anyone in connection
with the business of the Bank(s), either before or after a
transaction is discussed or consummated. Exceptions to these
provisions are set forth below.
III. GIFTS, GRATUITIES & Entertainment
Solicitation or acceptance of gifts, gratuities, special favors and/or
entertainment from prospective, current or former Bank customers, suppliers,
and other persons or entities doing business with or seeking to do business
with the Company or either Bank or which could be viewed in any way as seeking
to influence bank business is prohibited. The following specific transactions
are exceptions to the above rule:
a) Acceptance of gifts, gratuities, amenities, or favors based on obvious
family or personal relationships where it is clear that the relationship
is the motivating factor;
b) Acceptance of meals, refreshments, entertainment, accommodations, or
travel arrangements of a value of less than fifty dollars ($50.00) in the
course of holding business discussions or fostering better business
relations;
c) Acceptance of loans from other banks or financial institutions on
customary terms to finance proper and usual activities, except where
prohibited by law;
d) Acceptance of advertising or promotional material of less than fifty
dollars ($50.00) in value such as pens, pencils, note pads, key chains,
calendars, and similar items;
e) Acceptance of discounts or rebates on merchandise or services that do not
exceed in value those available to other customers;
f) Acceptance of gifts of reasonable value, excluding monetary gifts, that
relate to commonly recognized events such as promotions, new jobs,
weddings, retirements, holidays, or birthdays where the circumstances
make clear the event motivates the gift giving and whose value does not
exceed fifty dollars ($50.00);
g) Acceptance of civic, charitable, education, or religious awards
recognizing service and or;
h) Other circumstances individually pre-approved in writing by the
appropriate President after full written disclosure of all circumstances
and compliance with applicable state and federal laws.
If a Bank official is offered or receives something of value from a customer or
vendor beyond what is authorized above, then the Bank official must disclose
that fact and all circumstances in writing to the appropriate Bank President.
Any incident deemed to be a threat to the integrity of the Company or either
Bank shall be reported promptly to the Boards of Directors.
IV. OUTSIDE ACTIVITIES/EMPLOYMENT
A serious threat to the Company and the Bank(s) occurs when its officials
become involved in outside business interests or employment that gives rise to
a conflict of interest.
Because of the confidential nature of bank business and the highly regulated
nature of the banking industry, and the possibility for conflicts of interest,
all Bank officials considering outside business interests or employment (any
activity to supplement income) must have prior written approval from the Human
Resources Department. Failure to obtain written approval from Human Resources
regarding outside employment may result in disciplinary action up to and
including immediate discharge.
With regards to other activities, including, but not limited to, service on
boards, community service, etc., Bank officials must notify their immediate
supervisor, and in the case of Directors, the Chairperson of the Board, of
their proposed outside employment and/or activities and obtain written approval
to participate in such employment/activities.
Approval will not be unreasonably withheld. However, should approval be
granted, it may be withdrawn at any time by a majority vote of the
disinterested members of the Boards of Directors when it is determined that the
outside activity/employment is interfering with the performance of duties and
responsibilities to the Company and the Bank(s), or if it presents a real or
perceived conflict of interest or is otherwise deemed inconsistent with the
best interests of the Company and the Bank(s).
V. CONFIDENTIALITY
Bank officials are in daily contact with and have access to or exposure to
confidential and privileged information about bank business. It is imperative
that such information be maintained confidentially and not be used, divulged or
disclosed in a manner other than for legitimate bank purposes.
The protection of confidential business information is vital to the interests
and the success of the Company and the Bank(s). Bank officials have access to
confidential information, including but not limited to, compensation data,
customer lists, personal and financial information, marketing strategies,
pending projects and proposals and other proprietary and business information.
Bank official access to such information is solely the result of their
employment or relationship with the Company and/or the Bank(s) and it is to be
used only in a manner consistent with their duties. No Bank official may use,
reproduce, disseminate or divulge any information contained in the records of
the Company or either bank to any other employee or non-employee, except as is
necessary to perform his/her duties, with the prior written consent of the
Company and/or the Banks, or as otherwise required by law. This includes, but
is not limited to the use, reproduction, dissemination and divulgence of
information about the Bank official personally, which is not otherwise
protected under state and/or federal law. Any use, reproduction, dissemination,
disclosure or divulgence to the press or to a third party deemed to be a
competitor will be in violation of this policy.
All information concerning customers must be kept confidential. Bank officials
are not authorized to discuss or disclose information concerning a customer's
account(s), financial condition, etc., except as is necessary to perform their
bank duties or as otherwise required by law.
Even the appearance of inappropriate conduct can harm the reputation of the
Company and the Banks as much as actual misconduct. If a Bank official
questions the propriety of an action, then either the action should be avoided
or it should be discussed with the Company Chairman or appropriate bank
President.
The Company and each Bank will maintain a copy of this policy statement in
their official records. All new and existing Bank officials will be required to
sign an acknowledgment indicating receipt of this policy statement and to any
subsequent material changes thereto. The Company and each Bank will maintain
written reports of any disclosure made by their Bank officials in connection
with this policy.
VI. ELECTRONIC COMMUNICATIONS, VOICE MAIL AND COMPUTER SYSTEMS
The Company and the Banks maintain electronic communications systems such as
e-mail, Internet, Intranet, faxes and on-line services and also provides voice
mail and computer systems to support its businesses and its employees in the
performance of their jobs. These services are to be used for business purposes
only. The Company and each Bank reserve the right to limit or terminate an
employee's access to these systems at their discretion.
The use of the Company's and/or the Bank's electronic communication, voice mail
and/or computer systems is not private. The Company and the Bank reserve the
right to access, audit, read, review, monitor, use and disclose any and all
information and messages on these systems whether passworded or not at any time
for any reason and without notice, permission or other restrictions. Employees
should be aware that even when data, a message and/or document, etc. is
"erased" or "deleted" it may still be possible to retrieve it and therefore
even erasure or deletion does not render data, message(s) or document(s)
private.
The electronic communication, voice mail and computer system hardware and
software, all data, messages and documentation composed, sent, received and
generated on these systems are all the property of the Company and the Banks
and can be read, retrieved and disclosed by the Bank at its discretion, whether
or not the messages are otherwise protected by a password or code. Employees
are prohibited from receiving, sending and/or downloading discriminatory,
offensive or harassing messages or information. Employees are prohibited from
accessing, reading or disclosing electronic communication, voice mail, and
computer system messages or information not intended for their review and/or
receipt. A violation of this policy may result in disciplinary action up to and
including immediate termination from employment.
All software used on the Company and Bank microcomputers (PCs) are the
exclusive property of the Company and the Bank under appropriate licensing
agreements, and as such, fall under all U.S. copyright laws. All officers and
employees are prohibited from viewing, copying, reproducing, translating,
transmitting, or reducing to any paper or electronic media, any programs or
personal data files that reside on another employee's PC, without the
permission of the SVP Technology and Deposit Services Officer.
VI. INTERNET USAGE
The Company and the Banks has developed an Internet Access Policy. The policy
has procedures for:
o Obtaining access and usage of the Internet
o Monitoring Internet Access and usage
o Downloading software from the Internet
o E-mail
o Training
o Consequences for failure to comply with policy guidelines
o Internal monitoring and audit
VIII. EMPLOYEE TRANSACTIONS
Employees are prohibited from performing any type of transaction involving
their own or immediate family member's account. This not only includes
financial transactions but inputting and maintaining account information, etc.
IX. REPORTING OF DISCLOSURES
All potential conflicts of interest, including those in which Bank officials
have been inadvertently placed due to either business or personal relationships
with customers, suppliers, business associates or competitors of the Company
and the Bank(s) must be disclosed to the Boards of Directors, and, in the case
of directors, to the Chairman of the Company's Board. Reports of possible
conflicts of interest shall be recorded in the minutes of the Boards of
Directors, including the resolution thereof.
Bank officials reporting potential conflicts or other information under this
policy will be required to complete a "Disclosure Form". A copy will be
maintained in the Bank official's file with Human Resources.
X. REVIEW
The Bank will review this policy on an annual basis.
NORTHWAY FINANCIAL, INC.
AND SUBSIDIARIES
ETHICS AND CONFLICT OF INTEREST POLICY
ACKNOWLEDGMENT
I, _______________________, hereby acknowledge that I have received, read and
understand the "Ethics and Conflict of Interest Policy" provided to me. I also
acknowledge my responsibilities as an employee of the organization which is, at
all times, to adhere to these policies. I understand a violation of this policy
may result in disciplinary action up to and including immediate termination
from employment.
- --------------------------------- -----------------------
Signature of Employee Date