EXHIBIT 99.2
CODE OF CONDUCT AND ETHICS FOR JUNIATA VALLEY FINANCIAL CORP.
AND JUNIATA VALLEY BANK
Adopted August 16, 2005
This Code of Conduct and Ethics describes some of the responsibilities
of the officers, directors and employees of Juniata Valley Financial Corp. and
Juniata Valley Bank, which are referred to in this Code collectively as "Juniata
Valley." The proper conduct of employees, officers and directors is essential to
the success of Juniata Valley. It is imperative that all such individuals
conduct their daily activities, transactions and interactions with customers,
fellow employees and directors, our regulators and others with the highest
standard of integrity and professionalism. Employees, officers and directors
should act in a courteous and considerate manner at all times, should be
respectful of the rights of others and are expected to refrain from any
dishonest or inappropriate act in connection with their employment or management
of the company. Employees and directors are also expected to exhibit appropriate
behavior outside of the workplace and the board room. In so doing, the officers,
directors and employees will build the public trust that is so vital to Juniata
Valley's success.
Section 1 - Overview
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1.1 Purpose of the Code
This Code of Conduct and Ethics ("Code") is intended to deter
wrongdoing and promote:
o Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o Full, fair, accurate, timely and understandable disclosure in
documents Juniata Valley files with, or submits to, the Securities and
Exchange Commission ("SEC") and in all public communications made by
Juniata Valley;
o Compliance with applicable governmental laws, rules and regulations;
o Prompt internal reporting to designated persons of violations of the
Code; and
o Accountability for adherence to the Code.
This Code constitutes the code of ethics required by section 406(c) of
the Sarbanes Oxley Act of 2002 and the regulations issued by the SEC under that
Act.
1.2 Application of the Code
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The Code applies to all directors (where applicable), officers and
employees of Juniata Valley. The Code applies to all employee decisions and
activities within the scope of employment, or when representing Juniata Valley
in any capacity. A copy of the Code will be included in the orientation package
provided to new employees. Following review of the Code, new employees will be
asked to sign a written confirmation that they have reviewed the Code in its
entirety and agree to adhere to its provisions. Existing employees will be asked
to review the Code each time it is revised and will periodically receive
training on the Code from the Compliance Department. All Juniata Valley managers
should be familiar with the requirements of the Code. They should encourage
employees to apply the Code to their daily activities and decisions and to seek
guidance from the appropriate individuals when additional information or
explanation is needed.
Copies of the Code may be obtained from the Compliance Department. The
Code will also be incorporated into the personnel manual. The policies contained
in this Code do not replace, but are in addition to, any policies and procedures
contained in the manual.
1.3 Obtaining Guidance
If you need additional explanation regarding a particular provision of
the Code, or if you need guidance in a specific situation, please contact your
immediate supervisor. If you are uncomfortable speaking to your immediate
supervisor, or if you require additional guidance after having consulted with
your supervisor, you are encouraged to contact any of the following individuals:
Vice President/Compliance
Lou Ann Wilson
717-436-3219
louann.wilson@jvbonline.com
Sr. Vice President/Human Resources
Pam Eberman
717-436-3205
pam.eberman@jvbonline.com
You may contact any manager or the Human Resources Department for
guidance on any sensitive personal matter, such as possible discrimination or
harassment.
Section 2 - Conflicts of Interest
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2.1 Personal Investments
A conflict of interest can arise when an employee or a member of his or
her immediate family, has a financial or other interest in a customer, borrower,
supplier, or other person or company dealing with Juniata Valley. For purposes
of this statement, "immediate family" shall be deemed to include the spouse,
parents, children, brothers, sisters, and any other relative in the same
household as the employee.
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Because investments are an area in which a conflict of interest can
very easily develop, prior approval by the Vice President of Compliance is
necessary before any employee or a member of the employee's immediate family
participates directly or indirectly in securities of a customer, supplier, or
competitor. This requirement applies where the investment is of such nature that
a reasonable question could be raised as to its effect upon the employee's
judgment. Employees must not allow information which has not been made public to
influence their investments or those of others. Investing in the securities of
large, widely held corporations is permissible. Any reasonable doubts concerning
investments should be discussed with the Vice President of Compliance before the
investment transaction is undertaken.
2.2 Personal Advantages
Employees and directors must not take for their own advantage an
opportunity which rightfully belongs to Juniata Valley. Whenever Juniata Valley
has been actively soliciting a business opportunity, or the opportunity has been
offered to it, or Juniata Valley's funds, facilities, or personnel have been
used in pursuing the opportunity, that opportunity rightfully belongs to Juniata
Valley and not to employees or directors who may be in a position to divert the
opportunity for their own benefit. Examples of improperly taking advantage of a
bank opportunity include:
o selling information to which an employee or director has access
because of his/her position;
o acquiring a property interest when Juniata Valley is known to be
interested in purchasing or leasing the property in question;
o receiving a commission or fee on a transaction which would otherwise
accrue to Juniata Valley; or
o diverting business or personnel from Juniata Valley.
2.3 Outside Directorships and Business Associations
It is the policy of Juniata Valley that no employee is to have an
outside interest which will materially affect the time or attention which should
be devoted to the employee's duties; adversely affect the quality of work
performed; compete with Juniata Valley's activities; involve any significant use
of Juniata Valley's equipment, supplies, or facilities; imply sponsorship or
support of Juniata Valley on behalf of the outside employment or organization;
or adversely affect the good name of Juniata Valley.
Teaching and speaking engagements are considered outside employment and
while they are encouraged, each employee should obtain approval from the Vice
President of Compliance. Salaries and fees may be retained by the employee
unless the Vice President of Compliance rules otherwise. The use or release of
information regarding Juniata Valley through speeches, interviews, statements to
the press, written articles, or other methods of communication must have prior
approval from the President/CEO.
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Prior approval by the Vice President of Compliance is required before
an employee may accept a position as officer or director of a business or
organization or becomes a member of a business partnership. The only exceptions
to this requirement are services as an officer or director of an affiliate of
Juniata Valley or purely social, civic, religious, or philanthropic
institutions, subject to the following provisions.
2.4 Political Activities of Employees
Juniata Valley believes that it is important for every citizen to take
an active interest in political and governmental processes. Officers, directors
and employees are encouraged to keep themselves well informed concerning
political issues and candidates, and to take an active interest in such matters.
In all cases, officers and directors participating in political and civic
activities do so as individuals and not as representatives of Juniata Valley. To
avoid any interpretation of company sponsorship or endorsement, neither Juniata
Valley's name nor its address should be used in material mailed or fund
collection; nor should Juniata Valley be identified in any advertisements or
literature. Campaigning for oneself or for other candidates must be done on the
employee's own time. Approval by the Vice President of Compliance is required
before accepting an appointive office or running for elective office.
2.5 Membership in Civic, Trade, and Community Associations
Active participation by staff members in organizations such as the
United Way, Girl/Boy Scouts, Rotary, church and the like is encouraged.
Membership in service clubs is especially encouraged, particularly for managers
and assistant managers, and other contact officers. Prior to announcing any
candidacy or accepting any appointment involving significant time commitment
during normal business hours, the employee must inform the Vice President of
Compliance of this intention in order to determine whether the office in
question would interfere with responsibilities to Juniata Valley or be a
conflict of interest. An employee or director must receive approval by the Vice
President of Compliance before acting as treasurer or investment advisor for
political subdivisions or school districts, whether or not a customer of Juniata
Valley, and before acting as a treasurer, chief financial officer or investment
advisor for any organization, whether for profit or charitable, that is a
customer of Juniata Valley.
2.6 Extensions of Credit
No employee shall make or approve loans to companies in which he or she
has an interest as a director, officer, controlling person or partner, or in
which a member of his or her immediate family has such an interest.
2.7 Serving as an Individual Fiduciary
Except for a member of the employee's immediate family, prior approval
by the Vice President of Compliance is required before acceptance by a director
or an employee of an appointment as a fiduciary (executor, administrator,
guardian, or trustee) or co-fiduciary of any trust, estate or guardianship
established by or on behalf of a customer of Juniata Valley. An employee of
Juniata Valley may not receive a fee for acting as co-fiduciary with Juniata
Valley unless specific approval from the Vice President of Compliance is
received.
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2.8 Receipt of Bequests and Legacies
Employees are not permitted to accept a bequest granted under the will
or trust instrument of a customer of Juniata Valley except when such a bequest
is from a close relative of the employee. Any exceptions to this policy must be
approved by the Vice President of Compliance before the bequest is accepted by
the employee. Requests for such approval should describe the customer's
relationship with Juniata Valley and the employee and should explain all other
relevant circumstances.
2.9 Purchase, Lease or Sale of Assets or Services
Employees or directors who wish to purchase, lease or sell assets to or
from Juniata Valley or any estate being administrated by Juniata Valley, or
whose immediate family member wishes to purchase, lease or sell assets to or
from Juniata Valley (all of which are referred to in this section as "Covered
Transactions"), must submit a request for approval to the Vice President of
Compliance, unless such assets are being offered by Juniata Valley at public
sale or public auction or unless such services or assets are being purchased or
sold in the ordinary course of business (e.g., an employee's or director's
purchase of deposit services from Juniata Valley Bank). To obtain approval of
Covered Transactions, the employee or director shall disclose all relevant facts
and circumstances to the Vice President of Compliance. Requests from directors
and executive officers for approval of Covered Transactions must be ruled on by
the Board of Directors.
In any Covered Transaction, the price must be commensurate with the
type, level, quality and value of the assets or services sold or leased. Any
such price must relate to, and be based solely on the fair value of, the assets
and services sold or leased. If Juniata Valley is the purchaser or lessee, the
price may not exceed the amount that would have been paid to any unrelated party
in the same or a comparable transaction. If Juniata Valley is the seller, the
price may not be less than the amount that would have been paid by an unrelated
party in the same or a comparable transaction.
2.10 Use of Juniata Valley Property - General.
In order to maintain our efficient operation, all Juniata Valley
property should be closely protected and used primarily for business-related
purposes. This limitation includes, but is not limited to, the following:
o Employees' use of Juniata Valley technology, including voicemail,
electronic mail, facsimiles, internet and other electronic
communication should be primarily for business-related purposes, and
should be used in a manner that does not adversely affect Juniata
Valley's reputation or that of its employees;
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o Employees should exercise caution in safeguarding all electronic
programs and technology, data and communications, including any and
all information accessed inadvertently or in error;
o Employees should exercise a reasonable amount of caution in ensuring
the physical security of Juniata Valley property, including laptop
computers, mobile telephones, pagers and other mobile equipment
belonging to Juniata Valley, especially when such property is used off
Juniata Valley premises;
o Employees should not use, modify or provide access to Juniata Valley
property, including facilities, records technology, data and
documentation, except as authorized in the course of employment; and
o Employees are prohibited from creating or using unlicensed copies of
computer software programs, whether proprietary or standard.
All employees must also comply with the provisions of Juniata Valley's
Standards and Guidelines for Desktop Systems, which are deemed to be included in
this Code.
2.11 Juniata Valley Letterhead
Although unintentional, personal letters, testimonials, and letters of
recommendation written on Juniata Valley's letterhead may lead to an
embarrassing situation for both the writer and Juniata Valley. Therefore, it is
inappropriate for employees and directors to use official stationery for either
personal correspondence or other non-job related purposes.
2.12 Use of Intellectual Property
Any and all innovations created by a Juniata Valley employee in his/her
capacity as an employee become the exclusive property of Juniata Valley, and
cannot be used for any other purpose without the express prior written consent
of Juniata Valley. These innovations are generally considered "intellectual
property," which belong exclusively to Juniata Valley, and include, but are not
limited to, the following examples:
o Innovations in products and services, whether actually developed and
implemented during the employee's tenure with Juniata Valley;
o All forms of expression prepared by employees of Juniata Valley in the
course of employment, including those committed to paper, e-mail,
facsimile transmissions, computer memory, audio, video or other
tangible medium;
o Any work product of an employee created or developed in the course of
employment which qualifies as an invention for patent protection;
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o All confidential information such as computer software programs,
manuals, handbooks, documentation, customer lists or databases, client
profiles or marketing strategies and plans; and
o All Juniata Valley names, trademarks, service marks, product names,
program names and other forms of identification.
2.13 Removal of Juniata Valley Property
The improper removal of Juniata Valley property from the premises is
prohibited. This includes unauthorized disclosure or transmittal of Juniata
Valley information or Juniata Valley records or materials to outside parties.
Upon termination of employment with Juniata Valley, employees are
required to return all Juniata Valley property to Juniata Valley. This includes
intellectual property, described above, all hard copy and computer stored
information, data and documentation, whether originals or copies, customer lists
and databases, computer hardware and software, statistical or other scientific
analysis, product pricing information, including formulas and models, financial
data and analysis, cellular telephones and pagers, corporate credit cards and
telephone access cards, facilities access cards and keys, and any other Juniata
Valley information or property obtained or acquired during an employee's tenure
with Juniata Valley. To the extent permitted by applicable law, Juniata Valley
reserves the right to withhold compensation or other payments from employees
until all property has been returned.
2.14 Use of Juniata Valley Time
During working hours and during any period of time that an employee is
utilizing Juniata Valley facilities or equipment, employees should devote
substantially all of the employee's time to his/her employment duties.
2.15 Other Potential Conflicts of Interest
No statement of policy can address all situations that may present a
conflict of interest for employees. Juniata Valley must rely on the character,
integrity and judgment of its employees to avoid those situations that may
create a conflict of interest or the appearance of a conflict. In situations not
specifically addressed in this Code, or in instances in which employees need
additional guidance or explanation regarding a particular situation, employees
are encouraged to consult their immediate supervisors or to contact one of the
individuals referenced in Section 1.3 of this Code.
Section 3 - Disclosure in Documents Filed with the Securities and Exchange
Commission and in Public Communications
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3.1 Accounting Practices
All employees are expected to observe and comply with generally
accepted accounting principles, the system of internal controls and disclosure
controls and procedures established by
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Juniata Valley and provisions of the federal securities laws requiring that
corporate books and records accurately and fairly reflect in reasonable detail
the financial condition and results of operations of Juniata Valley. Juniata
Valley policies are intended to promote full, fair, accurate, timely and
understandable disclosure in reports and documents filed with, or submitted to
the SEC and in Juniata Valley's public statements. In furtherance of these
requirements, employees must practice the following:
o No false, misleading or artificial entries shall be made on corporate
books, records and reports for any reason;
o No undisclosed or unrecorded corporate funds or assets shall be
established for any purpose; and
o No payments from corporate funds or other assets shall be approved or
be made with the intention or understanding that any part of such
payment will be used for any purpose other than that described by the
documents supporting the payment. All payments must be supported with
appropriately approved purchase orders, invoices or receipts, expense
reports or other customary documents, all in accordance with
established policy.
It is unlawful for any officer or director of Juniata Valley or any
other person acting under the direction of such person, to take any action to
fraudulently influence, coerce, manipulate, or mislead any independent public or
certified accountant engaged in the performance of any audit of Juniata Valley's
financial statements for the purpose of rendering such financial statements
materially misleading.
3.2 Principal Financial Officers
Principal financial officers (including the chief executive officer,
the chief financial officer, the principal accounting officer or any person
serving in an equivalent position) will:
o Communicate to executive management of Juniata Valley and to
accountants engaged in financial audits of Juniata Valley, all
relevant unfavorable as well as favorable information and professional
judgments or opinions;
o Encourage open communication and full disclosure of financial
information by providing a well understood process under which
management is kept informed of financial information of importance,
including any departures from sound policy, practice, and accounting
norms;
o Ensure that all relevant staff members understand Juniata Valley's
open communication and full disclosure standards and processes;
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o Inform subordinates, as appropriate, regarding the confidentiality of
information acquired in the course of their work and monitor, as
needed, to ensure that subordinates maintain that confidentiality;
o Establish appropriate systems and procedures to ensure that business
transactions are recorded on Juniata Valley's books in accordance with
generally accepted accounting principles, established company policy,
and appropriate regulatory pronouncements and guidelines;
o Establish appropriate polices and procedures for the protection and
retention of accounting records and information as required by
applicable law, regulation, or regulatory guidelines;
o Establish and administer financial accounting controls that are
appropriate to ensure the integrity of the financial reporting process
and the availability of timely, relevant information and the safe,
sound, and profitable operation of Juniata Valley; and
o Completely disclose all relevant information reasonably expected to be
needed by Juniata Valley's regulatory examiners and internal and
external auditors for the full, complete, and successful discharge of
their duties and responsibilities.
3.3 Disclosure of Company News and Information
Financial information about Juniata Valley is not to be disclosed to
anyone unless it has been included in a published report or otherwise made
generally available to the public. Questions from Juniata Valley's external
auditors, internal auditors, Juniata Valley's attorneys, or representatives of
regulatory authorities, however, shall be answered confidentially and
accurately. Any questions regarding the disclosure of confidential information
should be addressed to the President/CEO.
It is important that all communications with the public about Juniata
Valley be made only through an appropriately designated officer. All media
inquiries regarding Juniata Valley must be referred to the President/CEO.
Section 4 - Compliance with Applicable Governmental Laws, Rules and Regulations
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4.1 General
Juniata Valley and its employees and directors may be subject to
penalties if they violate any laws. It is, therefore, important that employees
be familiar with the laws and regulations governing the line of business in
which they work and that they are careful to ensure that those laws and
regulations are fully complied with. Compliance with laws and regulations is
everyone's responsibility, and employees who knowingly commit illegal acts will
be subjected to disciplinary action, which may include termination. Employees
are required to maintain
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eligibility for coverage under Juniata Valley's fidelity bond under federal law
and as a condition of employment.
4.2 Personal Borrowings
Each executive officer and director of Juniata Valley is required to be
familiar with the reporting requirements of Federal Reserve Regulation O.
Whenever these officers become indebted to any bank or other financial
institution, or broker, or dealer in securities or commodities, he/she must make
a written report to the Board of Directors stating the date and amount of each
extension of credit, the date of maturity, security, and the purposes for which
the proceeds were used. Information on Regulation O can be obtained from the
Compliance Department.
4.3 Referring Customers Seeking Advice
In many cases discussions with customers lead to a request that the
employee or director make statements which may relate to the legality of a
proposed transaction. Juniata Valley cannot practice law or give legal advice.
Therefore, extreme care must be exercised in discussions with customers, and
nothing should be said that might be interpreted as the giving of legal advice.
No employee or director shall provide a customer advice on matters concerning
tax problems, or in the preparation of tax returns, or in investment decisions
except as may be necessary or appropriate in the performance of a fiduciary duty
as otherwise required in the ordinary course of his or her duties. As a matter
of policy, employees and directors are not to recommend attorneys, accountants,
insurance brokers or agents, stock brokers, real estate agents, and the like
unless in every case several names are given without indicating favoritism.
4.3 Gifts, Favors, and Payments
The acceptance of gifts or gratuities may jeopardize public confidence
and create undesirable obligations. The following guidelines are designed to
ensure compliance with the Federal Bank Bribery Act.
The Federal Bank Bribery Act makes it illegal for anyone to offer or
promise anything of value to an official of Juniata Valley with the intent to
influence or reward the person in connection with any business or transaction of
Juniata Valley. It is also illegal for a Juniata Valley official to solicit or
accept anything of value from any person intending to be influenced or rewarded
in connection with any business or transaction of Juniata Valley. If a person is
convicted of violating the Act, he or she will be subject to severe criminal
penalties (including imprisonment and fines).
The following exceptions are permissible:
o The acceptance of gifts, gratuities, amenities, or favors based on
obvious family or personal relationships (such as those between
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parents, children, or spouse of a Juniata Valley official) where the
circumstances make it clear that the relationship, rather than the
business of Juniata Valley, is the motivating factor;
o Acceptance of meals, refreshments, travel arrangements or
accommodations, or entertainment, all of reasonable value and in the
course of a meeting or other occasion, the purpose of which is to hold
actual business discussions, provided that the expenses would be paid
for by Juniata Valley as a reasonable business expense and do not
exceed $100 in value;
o Acceptance of loans from other banks or financial institutions on
customary terms to finance proper and usual activities of the bank
official, such as home mortgage loans except where prohibited by law;
o Acceptance of advertising or promotional material of reasonable value,
such as pens, pencils, note pads, key chains, calendars, and similar
items with a value of $50 or less;
o Acceptance of discounts or rebates on merchandise or services that do
not exceed those available to other customers of the merchant;
o Acceptance of gifts of reasonable value that are related to commonly
recognized events or occasions, such as promotions, new job, wedding,
retirement, Christmas, and the like, and the value does not exceed
$100; and
o Acceptance of civic, charitable, educational, or religious
organizational awards for recognition of service and accomplishment.
If an employee or director of Juniata Valley is offered or receives
anything of value from a customer or vendor beyond what is authorized above, he
or she must disclose the fact to the Vice President of Compliance. The
disclosure must be in writing and contain the name of the person or organization
offering the item, the reason the item was offered and the circumstances under
which it was offered, a description of the item and its value, the date it was
offered, and whether the item was accepted. The President/CEO or, in the case of
the President/CEO being the recipient, the Board of Directors will review the
disclosure. If the acceptance of the item is in violation of this Code, the
director or employee will be informed that he or she must return the item, or if
it is impossible to return the item, the recipient must reimburse the giver the
item's value. Reports will be kept on file.
4.4 Confidentiality of Information
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Every director and employee has a strict responsibility to safeguard
all confidential Juniata Valley information entrusted to (or known by) him or
her. Each director and employee must respect and maintain confidentiality
regarding the transactions and affairs of Juniata Valley.
A customer's financial or personal information is strictly confidential
and must never be used or disclosed in an improper or inappropriate manner. This
information may not be used as a basis for personal investment decisions.
Employees and directors must treat confidential customer information in
accordance with the provisions of this Code as well as Juniata Valley's Privacy
and Information Security Policies, which is deemed a part of this Code.
This section also applies to information inadvertently received by
employees, including e-mails, facsimile transmissions, all types of mail,
including inter-office mail, and all other forms of written, verbal or
electronic communications.
Examples of confidential information include
o The identity of customers and potential customers and their personal,
business and financial information;
o Personal information regarding any employee of Juniata Valley
(requests for references or other information regarding present or
former employees of Juniata Valley should be directed to the Human
Resources Department);
o Personal or non-public business information regarding any supplier,
vendor or agent of Juniata Valley;
o Information regarding Juniata Valley's business strategies, plans or
proposals;
o Information related to computer software programs, whether proprietary
or standard;
o Information related to documentation systems, information databases,
customized hardware or other information systems and technological
developments;
o Manuals, processes, policies, procedures, compositions, opinion
letters, ideas, innovations, inventions, formulas and other
proprietary information belonging to Juniata Valley or related to
Juniata Valley's activities;
o Security information, including without limitation, policies and
procedures, passwords, personal identification numbers (PINs) and
electronic access keys;
o Communications by, to and from regulatory agencies;
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o Certain communications with or from attorneys for Juniata Valley,
whether internal or external; and
o Any other information which may be deemed confidential, or which may
be protected according to Juniata Valley's Privacy Policy.
All employees and directors must also comply with the provisions of
Juniata Valley's Insider Trading Policies, which detail the responsibilities of
all employees and directors of Juniata Valley, as a public company, under the
federal securities laws. Employees and directors possessing information that
could influence decisions regarding the purchase or sale of Juniata Valley stock
must take precautions to ensure that this information is not inappropriately
shared with others, including other employees. For a more detailed explanation
of your obligations, please refer to Juniata Valley's Insider Trading Policies.
Generally, material inside information is defined as any information
that is confidential in nature, and that a reasonable investor would likely
consider important in deciding whether to buy, sell, or hold Juniata Valley's
stock. The following types of information, if not generally known or publicly
announced should be considered material inside information and treated according
to the provisions of this Code and Juniata Valley's Insider Trading Policies:
o Non-public business and financial information of Juniata Valley;
o Proposals or plans for mergers and acquisitions, or information
related to, including the identity of, potential candidates for
mergers and acquisitions;
o Earnings estimates or results, whether for the month, quarter or year;
o Determinations as to cash or stock dividends to be paid by Juniata
Valley;
o New product innovation, development or implementation;
o Major litigation, adverse regulatory proceedings or material threat of
either event;
o Significant operational issues, including reserves for losses and loss
adjustment expenses; Significant expansion of operations, whether
geographic or otherwise, or the curtailment of current or future
planned operations; and
o Any other information which, if known, would likely influence the
decisions of investors.
4.5 Financial Responsibility
Each officer, director and employee of Juniata Valley is expected to
handle his or her own personal finances in a responsible manner. An employee may
not borrow from nor lend personal funds to a customer or supplier of Juniata
Valley. Employees are not permitted to
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borrow money from their coworkers, but should discuss any financial emergency
with the Human Resources Department.
4.6 Dealings in Securities, Commodities, or Currency Speculation
Any officer, director or employee who has a so-called "margin account"
with any broker or dealer in securities or commodities shall make a full and
complete report to the Vice President of Compliance of Juniata Valley. Margin
accounts, put and call trading, and `short' sales of any type of security, and
commodity or currency transaction are highly speculative and can create serious
financial problems. Officers, directors and employees are urged to avoid such
transactions.
4.7 Preferential Treatment in Providing Services
Every customer and employee is entitled to respect, and courtesy.
Employees must provide the highest level of professionalism and service on a
consistent basis. The following are guidelines on how to avoid preferential
treatment of certain individuals or businesses.
o Employees must avoid favoring the interests of certain customers,
suppliers or other employees. All standard practices, policies and
procedures apply to all similarly situated individuals and the general
public;
o Employees must avoid giving preferential treatment to a director,
employee, customer, supplier or others because of a personal
relationship;
o Employees must avoid the appearance of, or actual preferential
treatment for themselves, relatives, friends or business associates.
Employees may not be involved in Juniata Valley matters regarding
their own business or the business of their relatives, friends or
business associates. In these situations, employees should have an
unrelated employee handle the matter; and
o In conducting any business for Juniata Valley, employees shall not
discriminate against any person on the basis of race, color, religion,
sex, marital or familial status, age, national origin, disability,
receipt of public assistance or good faith exercise of any rights
under any law.
4.9 Gifts to Government Officials; Political Contributions
Various laws and regulations impose certain restrictions on giving
anything of value (including office space, meals, transportation, etc.) to
elected and appointed officials, including employees of Juniata Valley's
regulatory agencies. Registered lobbyists are subject to additional
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restrictions. Employees should consult the Compliance Department before
entertaining or providing goods or services to these individuals.
No officer, director or employee may make a contribution on behalf of
Juniata Valley, or offer the use of Juniata Valley facilities, equipment or
personnel in connection with any political party, candidate or election, whether
partisan or non-partisan.
Section 5 - Reporting of Violations
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5.1 Reporting Violations of the Code
Acting with the highest standard of ethics and integrity is critical to
the success of Juniata Valley, and must be reflected in our daily decisions and
actions. It is the duty and responsibility of each employee and director to
understand and adhere to the principles provided in the Code so that potential
issues may be effectively and efficiently resolved and the valuable reputation
of Juniata Valley preserved. Any known or suspected violation of the Code must
be promptly reported. This includes violations or possible violations involving
you, another employee, including managers, or an agent acting on behalf of
Juniata Valley. Any violation of law, rule or regulation applicable to Juniata
Valley or any corporate policy of Juniata Valley is also a violation of the
Code.
If you know of or suspect a violation of the Code, including actions or
failures to act, immediately report the matter to your manager, the compliance
designee of your business unit, or any of the persons listed in Section 1.3. If
you are not comfortable reporting a known or suspected violation of the Code in
person, you may report complaints or concerns to the Chairperson of the Audit
Committee of Juniata Valley's Board of Directors. This may be done by mailing
the report to The Juniata Valley Bank, P.O. Box 154, Mifflintown, PA 17059, and
Attention: Audit Committee Chair. The Audit Committee Chairperson will then
communicate the complaint/concern to the other Audit Committee members and the
Internal Auditors. An investigation will be conducted and results communicated
to the appropriate individuals as directed by the Audit Committee. The Audit
Committee Chairperson will maintain copies of all complaints, including any
supporting documentation.
5.2 Reporting Concerns About Accounting or Internal Controls
Concerns or complaints regarding accounting, internal accounting
controls or auditing matters that arise in the ordinary course of business and
that cannot be resolved with your immediate supervisor should be directed to the
Vice President of Compliance at the number and e-mail address in Section 1.3.
Complaints or concerns are encouraged to be made in writing so as to assure a
clear understanding of the issues raised, but may be made orally. Such reports
should be factual rather than speculative and contain as much specific
information as possible to allow for proper assessment of the nature, extent and
urgency of preliminary investigative procedures.
If you are not comfortable reporting a known or suspected violation in
person, you may report complaints or concerns regarding internal controls or
questionable accounting or auditing matters to the Audit Committee Chairperson,
in the manner described above in Section 5.1. The Audit Committee Chairperson
will then communicate the complaint/concern to the other Audit
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Committee members and the Internal Auditors. An investigation will be conducted
and results communicated to the appropriate individuals as directed by the Audit
Committee. The Audit Committee Chairperson will maintain copies of all
complaints, including any supporting documentation.
5.3 Confidentiality of Anonymous Reports
The names of Juniata Valley employees submitting confidential,
anonymous concerns shall remain anonymous to the extent possible. No employee
will be penalized or discriminated against by Juniata Valley or any of its
employees, agents or directors for providing information or assisting in
investigations involving alleged violations of this Code, Juniata Valley's
policies, generally accepted accounting principles, Juniata Valley's internal
controls, the securities laws, or SEC regulations.
Section 6 - Accountability for Violations of the Code and
Juniata Valley Policies
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All directors, officers and employees are required to comply with the
requirements of this Code and of all other policies of Juniata Valley, including
the procedures implementing and effectuating the provisions of these policies.
Failure to comply with Juniata Valley policies and procedures (including this
Code) may result in disciplinary action including, in severe situations,
immediate termination of employment or discharge from the Board of Directors, as
the case may be.
Section 7 - Administration and Waivers
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7.1 Administration
This Code will be administered and monitored by Juniata Valley's
Compliance Department. General questions and requests for additional information
on this Code should be directed to this department at the telephone number and
e-mail address in Section 1.3. Juniata Valley, at its discretion, is the sole
determiner of what types of conduct are improper, and what, if any, action will
be taken in instances in which employees or directors exhibit improper or
inappropriate behavior. Inappropriate behavior includes any activity through
which an employee or director reduces or destroys his or her effectiveness or
the ability of Juniata Valley to serve its customers and shareholders. To the
extent that this Code requires the consent for any action or matter, requests by
the Vice President of Compliance for such consent or authority shall be
submitted to the President/CEO.
7.2 Waivers and Amendments
Any requests for waivers of the Code for employees who are not
executive officers must be directed through your supervisor to the Vice
President of Compliance. Requests by directors and executive officers for
waivers must be directed to the Audit Committee of the Board of Directors. Only
the Board of Directors may waive the applicability of the Code for a director or
executive officer. Any waiver granted to directors or executive officers, the
reasons for granting
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the waiver, and any change in the Code applicable to directors and executive
officers, must be promptly disclosed to the public as required by law.
Any amendments to the Code must be approved by the Board of Directors
of Juniata Valley.
7.3 Annual Acknowledgments
Each executive officer and director shall affirm annually to the entire
Board of Directors that the executive officer or director has read and complied
with the Code, and that he or she does not know of any unreported violations of
the Code.
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