EXHIBIT 14
UNITED BANCSHARES, INC. &
UNITED BANK OF PHILADELPHIA
CODE OF BUSINESS CONDUCT AND ETHICS
Adopted by the Board of Directors
on March 24, 2004
Introduction
This Code of Business Conduct and Ethics (the "Code") of United
Bancshares, Inc. (the "Company") and its wholly owned subsidiary, United Bank of
Philadelphia (the "Bank"), covers a wide range of business practices and
procedures. It does not cover every issue that may arise, but it sets out basic
principles to guide all employees of the Company and the Bank, including our
executive and senior financial officers. All of our employees must conduct
themselves accordingly and seek to avoid even the appearance of improper
behavior. The Code should also be provided to and followed by the Company's and
the Bank's agents and representatives, including consultants.
If a law conflicts with a policy in this Code, you must comply with
the law. If you have any questions about these conflicts, you should ask your
supervisor how to handle the situation.
Those who violate the standards in this Code will be subject to
disciplinary action, up to (and including) termination of employment. If you are
in a situation that you believe may violate or lead to a violation of this Code,
follow the guidelines described in Section 14 of this Code.
1. Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation on
which the Company's and the Bank's ethical standards are built. All employees
must respect and obey the laws of the cities, states and country in which we
operate. Although not all employees are expected to know the details of these
laws, it is important to know enough to determine when to seek advice from
supervisors, managers or other appropriate personnel.
If requested, the Company and the Bank will hold information and
training sessions to promote compliance with laws, rules and regulations,
including insider-trading laws.
2. Conflicts of Interest
A "conflict of interest" exists when a person's private interest
interferes in any way with the interests of the Company and the Bank. A conflict
situation can arise when an employee, officer or director takes actions or has
interests that may make it difficult to perform his or her work for the Company
and the Bank objectively and effectively. Conflicts of interest may also arise
when an employee, officer or director, or members of his or her family, receives
improper personal benefits as a result of his or her position in the Company and
the Bank. Loans to, or guarantees of obligations of, employees and their family
members may also create conflicts of interest.
It is almost always a conflict of interest for a Company and Bank
employee to work simultaneously for a competitor, customer or supplier. You are
not allowed to work for a competitor as a consultant or board member. The best
policy is to avoid any direct or indirect business connection with our
customers, suppliers or competitors, except on our behalf. Conflicts of interest
are prohibited as a matter of Company and Bank policy, except under guidelines
approved by the Board of Directors. Conflicts of interest may not always be
clear-cut, so if you have a question, you should consult with higher levels of
management. Any employee, officer or director who becomes aware of a conflict or
potential conflict should bring it to the attention of a supervisor, manager or
other appropriate personnel or consult the procedures described in Section 14 of
this Code.
3. Insider Trading
Employees who have access to confidential information are not
permitted to use or share that information for stock trading purposes or for any
other purpose except the conduct of our business. All non-public information
about the Company and the Bank should be considered confidential information. To
use non-public information for personal financial benefit or to "tip" others who
might make an investment decision on the basis of this information is not only
unethical but also illegal. In order to assist with compliance with laws against
insider trading, the Company and the Bank have adopted a specific policy
governing employees' trading in securities of the Bank. This policy has been
distributed to every employee. If you have any questions, please contact
President and CEO to discuss.
4. Corporate Opportunities
Employees, officers and directors are prohibited from taking for
themselves personally opportunities that are discovered through the use of
corporate property, information or position without the consent of the Board of
Directors. No employee may use corporate property, information, or position for
improper personal gain, and no employee may compete with the Company and the
Bank directly or indirectly. Employees, officers and directors owe a duty to the
Company and the Bank to advance its legitimate interests when the opportunity to
do so arises.
5. Competition and Fair Dealing
We seek to outperform our competition fairly and honestly. Stealing
proprietary information, possessing trade secret information that was obtained
without the owner's consent, or inducing such disclosures by past or present
employees of other companies is prohibited. Each employee should endeavor to
respect the rights of and deal fairly with the Company's and the Bank's
customers, suppliers, competitors and employees. No 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.
The purpose of business entertainment and gifts in a commercial
setting is to create good will and sound working relationships, not to gain
unfair advantage with customers. No gift or entertainment should ever be
offered, given, provided or accepted by any Company and Bank employee, family
member of an employee or agent unless it: (1) is not a cash gift, (2) is
consistent with customary business practices, (3) is not excessive in value, (4)
cannot be construed as a bribe or payoff, and (5) does not violate any laws or
regulations. Please discuss with your supervisor any gifts or proposed gifts
which you are not certain are appropriate.
6. Discrimination and Harassment
The diversity of the Company's and Bank's employees is a tremendous
asset. We are firmly committed to providing equal opportunity in all aspects of
employment and will not tolerate any illegal discrimination or harassment of any
kind. Examples include, but are not limited to, derogatory comments based on
racial or ethnic characteristics and unwelcome sexual advances.
7. Health and Safety
The Company and the Bank strive to provide each employee with a
safe and healthy work environment. Each employee has responsibility for
maintaining a safe and healthy workplace for all employees by following safety
and health rules and practices and reporting accidents, injuries and unsafe
equipment, practices or conditions.
Violence and threatening behavior are not permitted. Employees
should report to work in condition to perform their duties, free from the
influence of illegal drugs or alcohol. The use of illegal drugs in the workplace
will not be tolerated.
2
8. Record-Keeping
The Company and the Bank require honest and accurate recording and
reporting of information in order to make responsible business decisions. For
example, only the true and actual number of hours worked should be reported.
Many employees regularly use business expense accounts, which must
be documented and recorded accurately. If you are not sure whether a certain
expense is legitimate, ask your supervisor or your Chief Financial Officer.
All of the Company's and the Bank's books, records, accounts and
financial statements must be maintained in reasonable detail, must appropriately
reflect the Company's and the Bank's transactions and must conform both to
applicable legal requirements and to the Company's and the Bank's system of
internal controls. Unrecorded or "off the books" funds or assets should not be
maintained unless permitted by applicable law or regulation.
Business records and communications often become public, and we
should avoid exaggeration, derogatory remarks, guesswork or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memos and formal reports. Records should
always be retained or destroyed according to the Company's and the Bank's record
retention policies. In accordance with those policies, in the event of
litigation or governmental investigation please consult the highest level of
management.
9. Confidentiality
Employees must maintain the confidentiality of confidential
information entrusted to them by the Company and the Bank or their customers,
except when required by laws or regulations. Confidential information includes
all non-public information that might be of use to competitors, or harmful to
the Company and the Bank or their customers, if disclosed. It also includes
information that suppliers and customers have entrusted to us. The obligation to
preserve confidential information continues even after employment ends.
10. Protection and Proper Use of Company and Bank Assets
All employees should endeavor to protect the Company's and Bank's
assets and ensure their efficient use. Theft, carelessness and waste have a
direct impact on the Company's and Bank's profitability. Any suspected incident
of fraud or theft should be immediately reported for investigation. Company and
Bank equipment should not be used for non-Company, non-Bank business, though
incidental personal use may be permitted.
The obligation of employees to protect the Company's and Bank's
assets includes proprietary information. Proprietary information includes
intellectual property such as trade secrets, patents, trademarks and copyrights,
as well as business, marketing and service plans, engineering and manufacturing
ideas, designs, databases, records, salary information and any unpublished
financial data and reports. Unauthorized use or distribution of this information
would violate Company and Bank policy. It could also be illegal and result in
civil or even criminal penalties.
11. Payments to Government Personnel
The U.S. Foreign Corrupt Practices Act prohibits giving anything of
value, directly or indirectly, to officials of foreign governments or foreign
political candidates in order to obtain or retain business. It is strictly
prohibited to make illegal payments to government officials of any country.
In addition, the U.S. government has a number of laws and
regulations regarding business gratuities that may be accepted by U.S.
government personnel. The promise, offer or delivery to an official or employee
of the U.S. government of a gift, favor or other gratuity in violation of these
rules would not only violate Company and Bank policy but could also be a
criminal offense. State and local governments, as well as foreign governments,
may have similar rules.
3
12. Waivers of the Code of Business Conduct and Ethics
Any waiver of this Code for executive officers or directors maybe
made only by the Board of Directors or the Audit Committee of the Board of
Directors responsible for ethics oversight and will be promptly disclosed as
required by law or stock exchange regulation.
13. Reporting any Illegal or Unethical Behavior
Employees are encouraged to talk to supervisors, managers or other
appropriate personnel about observed illegal or unethical behavior and when in
doubt about the best course of action in a particular situation. It is the
policy of the Company and the Bank not to allow retaliation for reports of
misconduct by others made in good faith by employees. Employees are expected to
cooperate in internal investigations of misconduct. Further, any employee may
submit a good-faith concern regarding questionable accounting or auditing
matters without fear of dismissal or retaliation of any kind.
14. Compliance Procedures
We must all work to ensure prompt and consistent action against
violations of this Code. However, in some situations it is difficult to know if
a violation has occurred. Since we cannot anticipate every situation that will
arise, it is important that we have a way to approach a new question or problem.
These are the steps to keep in mind:
o Make sure you have all the facts. In order to reach the right
solutions, we must be as fully informed as possible.
o Ask yourself: What specifically am I being asked to do? Does it seem
unethical or improper? This will enable you o to focus on the specific
question you are faced with, and the alternatives you have. Use your
judgment and common sense; if something seems unethical or improper,
it probably is.
o Clarify your responsibility and role. In most situations, there is
shared responsibility. Are your colleagues informed? It may help to
get others involved and discuss the problem.
o Discuss the problem with your supervisor. This is the basic guidance
for all situations. In many cases, your o supervisor will be more
knowledgeable about the question and will appreciate being brought
into the decision-making process. Remember that it is your
supervisor's responsibility to help solve problems.
o Seek help from Company and Bank resources. In the rare case where it
may not be appropriate to discuss an o issue with your supervisor, or
where you do not feel comfortable approaching your supervisor with
your question, discuss it with your supervisor superior.
o You may report ethical violations in confidence and without fear of
retaliation. If your situation requires that o your identity be kept
secret, your anonymity will be protected. The Company and the Bank do
not permit retaliation of any kind against employees for good faith
reports of ethical violations.
o Always ask first, act later: If you are unsure of what to do in any
situation, seek guidance before you act.
15. Special Considerations for Chief Executive and Senior Financial Officers
In addition to the foregoing provisions of this Code, the Chief
Executive Officer and the Chief Financial Officer are subject to the following
additional specific policies:
o The Chief Executive Officer and the Chief Financial Officer are
responsible for full, fair, accurate, timely and understandable
disclosure in the periodic reports required to be filed by the Company
and the Bank with the Securities and Exchange Commission. Accordingly,
it is the responsibility of the Chief Executive Officer and the Chief
Financial Officer promptly to bring to the attention of the Board any
material information of which he or she may become aware that affects
the disclosures made by the Company and the Bank in its public filings
or otherwise assist the Board in fulfilling its responsibilities.
4
o The Chief Executive Officer and the Chief Financial Officer shall
promptly bring to the attention of the Board of Directors and the
Audit Committee any information he or she may have concerning (a)
significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's and the Bank's
ability to record, process, summarize and report financial data or (b)
any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's and the Bank's
financial reporting, disclosures or internal controls.
o The Chief Executive Officer and the Chief Financial Officer shall
promptly bring to the attention of the Board of Directors and the
Audit Committee any information he or she may have concerning any
violation of this Code, including any actual or apparent conflicts of
interest between personal and professional relationships, involving
any management or other employees who have a significant role in the
Company's and the Bank's financial reporting, disclosures or internal
controls.
o The Chief Executive Officer and the Chief Financial Officer shall
promptly bring to the attention of the Board of Directors and the
Audit Committee any information he or she may have concerning evidence
of a material violation of the securities or other laws, rules or
regulations applicable to the Company and the Bank and the operation
of its business, by the Company and the Bank or any agent thereof, or
of violation of this Code.
o The Board of Directors shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event of
violations of this Code by the Chief Executive Officer and the Chief
Financial Officer of the Company and the Bank. Such actions shall be
reasonably designed to deter wrongdoing and to promote accountability
for adherence to this Code, and shall include written notices to the
individual involved that the Board of Directors has determined that
there has been a violation, censure by the Board of Directors,
demotion or re-assignment of the individual involved, suspension with
or without pay or benefits (as determined by the Board o of Directors)
and termination of the individual's employment. In determining what
action is appropriate in a particular case, the Board of Directors or
such designee shall take into account all relevant information,
including the nature and severity of the violation, whether the
violation was a single occurrence or repeated occurrences, whether the
violation appears to have been intentional or inadvertent, whether the
individual in question had been advised prior to the violation as to
the proper course of action and whether or not the individual in
question had committed other violations in the past.
* * * * *