UNIONBANCORP, INC.
CODE OF ETHICS
December, 2003
UnionBancorp, Inc.
Code of Ethics
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INTRODUCTION
The Code of Ethics which follows has been adopted by the Board of Directors of
UnionBancorp, Inc. and its subsidiaries (collectively referred to as
"UnionBancorp"). The Code is intended to provide guidance to the directors,
officers and employees concerning their personal and professional ethics. It is
not intended to be all inclusive nor is it intended to limit personal
activities.
The Code should be read and an attempt be made to understand not only the letter
but the intent of the code. When faced with a confusing situation, guidance may
be sought from your immediate supervisor or a member of Human Resources.
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Dewey R. Yaeger
President & CEO
UnionBancorp, Inc.
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INDEX
Policy Page Number
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CE.000 General Philosophy......................................... 4
CE.001 Bank Bribery Act........................................... 6
CE.010 Compliance Certification................................... 7
CE.020 Confidential Information................................... 8
CE.030 Conflicts of Interest...................................... 9
CE.040 Directors' Code of Ethics..................................10
CE.050 Dishonesty.................................................11
CE.060 Gifts, Fees, Legacies and Investments......................12
CE.070 Outside Employment & Business Interests....................13
CE.080 Political Activity.........................................14
CE.090 Recordkeeping..............................................15
CE.100 Soft Dollar Arrangement....................................16
CE.110 Undue Influence............................................17
CE.120 Insider Trading............................................18
CE.130 Extension of Credit........................................19
CE.140 Fair Dealing...............................................20
CE.150 Protection and Proper Use of Company Property..............21
CE.160 Compliance With Laws, Rules and Regulation.................22
CE.170 Reporting of Illegal or Unethical Behavior.................23
CE.180 Administration and Waiver of Code of Ethics................24
CE.190 Misleading Financial Information...........................25
CE.200 Special Rules That Apply to Investment Officers............26
CE.210 Senior Financial Officers' Code of Ethics..................27
Code of Ethics Employee Acknowledgement Form
Investment Officer Code of Conduct Statement
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Policy No. CE.000
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Subject General Philosophy
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Effective March 31, 2003
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Revised December 18, 2003
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GENERAL PHILOSOPY
UnionBancorp strictly forbids any employee, officer, director, agent, or
attorney of this Company to solicit for themselves or a third party anything of
value from anyone in return for any business, service, or confidential
information of the Company. Similarly, it is forbidden for a person associated
with the Company to accept anything of value from anyone in connection with the
business of the Company, either before or after a transaction is discussed or
consummated. Furthermore, if any individual is offered something of value from a
customer beyond what is expressly authorized in this policy statement, that
individual must disclose the facts of the offer to Human Resources immediately.
Title 18 U.S. Code, Section 215, makes it a criminal offense for any
UnionBancorp employee to corruptly:
o Solicit for himself or herself or for a third party anything of value
from anyone in return for any business, service or confidential
information of UnionBancorp; or
o Accept anything of value (other than normal authorized compensation)
from anyone in connection with the business of UnionBancorp, either
before or after a transaction is discussed or consummated.
Employees, officers and directors are prohibited from:
o Personally benefiting from opportunities that are discovered through
the use of UnionBancorp property, contacts, information or position.
o Accepting employment or engaging in a business (including consulting or
similar arrangements) that may conflict with the performance of your
duties or UnionBancorp's interest.
o Soliciting, demanding, accepting or agreeing to accept anything of
value from any person in conjunction with the performance of your
employment or duties at UnionBancorp.
o Acting on behalf of UnionBancorp in any transaction in which you or
your immediate family has a significant direct or indirect financial
interest.
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Policy No. CE.000
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Subject General Philosophy
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Page 2
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There are certain situations in which you may accept a personal benefit from
someone with whom you transact business such as:
o Accepting a gift in recognition of a commonly recognized event or
occasion (such as a promotion, new job, wedding, retirement or
holiday). An award in recognition of service and accomplishment may
also be accepted without violating these guidelines so long as the gift
does not exceed $100 from any one individual in any calendar year.
o Accepting something of value if the benefit is available to the general
public under the same conditions on which it is available to you.
o Accepting meals, refreshments, travel arrangements and accommodations
and entertainment of reasonable value in the course of a meeting or
other occasion to conduct business.
o Foster business relations if the expense would be reimbursed by
UnionBancorp as a business expense if the other party did not pay for
it.
This Code of Ethics:
o Requires the highest standards for honest and ethical conduct,
including proper and ethical procedures for dealing with actual or
apparent conflicts of interest between personal and professional
relationships.
o Requires full, fair, accurate, timely and understandable disclosure in
the periodic reports required to be filed by UnionBancorp with
governmental and regulatory agencies.
o Requires compliance with applicable laws, rules and regulations.
o Addresses potential or apparent conflicts of interest and provides
guidance for employees, officers and directors to communicate those
conflicts to UnionBancorp.
o Addresses misuse or misapplication of UnionBancorp property and
corporate opportunities.
o Requires the highest level of confidentiality and fair dealing within
and outside the UnionBancorp environment.
o Requires reporting of any illegal behavior.
If anything prescribed herein will cause you difficulty, you should discuss the
problem with Human Resources. Until a written waiver has been granted by Human
Resources, we expect each of our directors, officers, and employees to comply
with this statement of Company policy.
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Policy No. CE.001
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Subject Bank Bribery Act
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Effective January 20, 1997
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Revised March 31, 2003
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BANK BRIBERY ACT
The Bank Bribery Act provides in part that:
1. Whoever corruptly gives, offers or promises anything of value to any
person, with intent to influence or reward an officer, director,
employee, agent or attorney of a financial institution in connection
with any business or transaction of such institution; or
2. An officer, director, employee, agent or attorney of a financial
institution, corruptly solicits or demands for the benefit of any
person, or corruptly accepts or agrees to accept anything of value from
any person, intending to be influenced or rewarded in connection with
any business or transaction of such institution shall be guilty of an
offense.
Whoever commits the violation will be fined not more than the greater
of $1,000,000 or three times the value of the item received, offered,
etc. and/or imprisoned for not more than 30 years. If the value of the
item received, offered, etc. does not exceed $100, the fine will be not
more than $1,000 and/or imprisonment for not more than 1 year.
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Policy No. CE.010
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Subject Compliance Certification
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Effective January 20, 1997
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Revised March 31, 2003
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COMPLIANCE CERTIFICATION
UnionBancorp asks that all directors and employees annually sign a certificate
attesting to compliance with this policy statement. The blank form used for this
purpose appears on the last page of this Code of Ethics.
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Policy No. CE.020
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Subject Confidential Information
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Effective January 20, 1997
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Revised December 18, 2003
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CONFIDENTIAL INFORMATION
In the course of performing normal duties, UnionBancorp employees acquire
confidential (including but not limited to information about customer finances,
the business strategies and/or plans of the company or other data acquired
through affiliation with the organization) information considered to be
extremely sensitive. This information shall not be revealed to unauthorized
persons nor shall customers' finances be discussed with others within the
organization unless their duties require the information. Information about
customers can be released only when authorized by the customer or subpoenaed by
a court, the IRS or appropriate authorities. The information released must be
accurate and within the confines of the release-authorizing document.
UnionBancorp recognizes the importance and duty to protect the confidential and
private nature of customers' financial and personal information.
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Policy No. CE.030
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Subject Conflicts of Interest
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Effective January 20, 1997
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Revised December 18, 2003
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CONFLICTS OF INTEREST
Confidential information about UnionBancorp's customers that reflects favorably
or adversely on the investment value of any business enterprise is "insider"
information. It should not be used for personal investment advantage or provided
to others for their investment advantage. A UnionBancorp employee should not
represent UnionBancorp in any transaction where he or she has a material
connection or a financial interest. Examples of material connections would
include relatives or personal friends - whether the transaction involves them as
individuals or as principals in a firm doing business with UnionBancorp. An
example of a financial interest would be an employee's involvement as a
proprietor, partner or joint venturer in a firm doing business with
UnionBancorp.
UnionBancorp employees should avoid taking part in transactions involving any of
the above circumstances. By "transactions" it means not only making loans, but
also approval of overdrafts, accepting checks on uncollected funds, waiving of
NSF fees, overdraft or late charges, and waiving the requirement for financial
statements or collateral documents. When there is a potential conflict of
interest, the transaction should be referred to someone of equal or higher
authority.
UnionBancorp, Inc. employees and their immediate families are prohibited from
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knowingly purchasing repossessed assets, including OREO (other real estate
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owned), being sold by UnionBancorp, Inc. and/or its affiliates.
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UnionBancorp employees should not accept a directorship of another corporation
without approval of the employee's immediate supervisor. Charitable and
nonprofit organizations are exceptions to this general requirement. Memberships
in such organizations require the completion of a CRA worksheet to be returned
to the CRA Officer.
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Policy No. CE.040
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Subject Director's Code of Ethics
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Effective January 20, 1997
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Revised December 18, 2003
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DIRECTORS' CODE OF ETHICS
The directors of UnionBancorp and its subsidiaries were elected to serve the
needs of the stockholders, the communities and the employees - not to serve the
financial needs of directors. Legal, regulatory and ethical considerations make
it mandatory that directors avoid most of the conflicts of interest situations
outlined in CC .030 for employees. In addition, directors must:
1. Conflicts of Interest. Disclose to the Chairman of the Board of
UnionBancorp, Inc. any actual or potential conflicts of interest as
soon as the situation arises. (This includes disclosure of any material
interest in the business of a borrower, an applicant or other customer.
It also includes any gift or monetary offers made for the purpose of
influencing a UnionBancorp decision.) Directors are specifically
required to divulge all conflict of interest situations to the Chairman
and to thereafter abstain from voting (or influencing other votes)
regarding the conflict. In addition, directors are not to use pressure
or undue influence when discussing pending Company business with
officers. Specifically, using undue influence on behalf of kinfolk,
business associates, or close friends is prohibited.
2. Arm's Length Transaction. Use only arm's length transaction when
buying, selling or leasing assets or services to UnionBancorp. (It is
UnionBancorp's policy to contract for assets and services using only
arm's length transactions that are in the best interest of
UnionBancorp. Directors are asked to honor this policy and to refrain
from asking for special consideration as UnionBancorp contracts for
assets or services.)
3. Independence. UnionBancorp, Inc. and its subsidiaries' boards of
directors consist of inside directors (directors who are also officers)
and outside directors (directors who are not officers). Some of our
directors have close associations with owners of large blocks of
Company stock and others have no such association. Regardless of
whether a director is an inside director or an outside director, and
regardless of whether a director is associated with blocks of ownership
stock or not, once elected to serve on the board of directors each
director has a duty of independence. This means that each director,
regardless of affiliations, has a legal and ethical duty of speaking,
acting, and voting in accordance with the dictates of his or her
conscience. Not only is this an ethical duty, it is a regulatory
requirement, it is the conduct expected of each director, and it is the
conduct that is in the best interests of the Company and its
stakeholders.
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Policy No. CE.050
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Subject Dishonesty
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Effective January 20, 1997
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Revised March 31, 2003
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DISHONESTY
Because trust is the cornerstone of UnionBancorp's relationship with its
customers, employees must refrain from conduct, which might give even the
slightest appearance of dishonesty. Therefore, UnionBancorp employees should not
among others:
1. Transfer amounts to or from their personal accounts from or to
customers' accounts;
2. Sign customers' names to customer withdrawal slips, documents, drafts,
checks or money orders;
3. Be an attorney in fact (Power of Attorney) for a customer who is not a
close relative;
Any theft or embezzlement of UnionBancorp customer funds or falsification of
records by any employee will subject the employee to disciplinary action. Any
employee who has knowledge of any such theft, embezzlement or falsification and
fails to report such information to their immediate supervisor or senior
management will be subject to disciplinary action.
Written notification of any defalcations will be reported to the appropriate
regulators and law enforcement agencies as prescribed by Federal and State
regulations.
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Policy No. CE.060
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Subject Gifts, Fees, Legacies and
Investments
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Effective January 20, 1997
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Revised December 18, 2003
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GIFTS, FEES, LEGACIES AND INVESTMENTS
1. Employees should not accept a loan from a customer or supplier. This
prohibition does not apply to loans from banks or other financial
institutions on customary terms to finance proper credit needs. Key
employees must report all their borrowings from other financial
institutions to their respective Board of Directors.
2. Employees should not accept a fee for performing any act that
UnionBancorp could have performed.
3. It is improper for employees to accept a gift from a customer or from
any other person seeking a relationship with UnionBancorp. This rule
does not apply to (a) food, refreshments or entertainment at luncheon
or business meetings, (b) advertising or promotional material of
nominal value, (c) awards from charitable organizations, or (d) gifts
of nominal value given on special occasions such as Christmas. (Nominal
value is a value that would be within the employee's ability to
reciprocate on a personal basis or with a legitimate claim for
reimbursement under similar circumstances.)
4. Employees should not sell or lease anything to a customer at a value in
excess of its market value nor should he or she purchase or lease
anything from a customer at a price below its market value. (Acceptance
of discounts or rebates on merchandise is permitted if they are also
available to other routine customers of the firm.)
5. An employee should refuse any legacy or bequest from a customer. He or
she should also refuse to serve personally as executor, trustee, or
guardian of a customer's estate or trust unless the customer is a close
relative.
6. Employees should not indirectly perform any act that these rules
prohibit directly. For example, it is just as wrong to arrange for a
member of the family to receive a gift as it is for the employee to
accept the gift directly.
7. Speculative investing such as playing the commodities market, margin
buying, short accounts, puts, calls, or combinations are not prudent
for employees.
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Policy No. CE.070
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Subject Outside Employment &
Business Interests
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Effective January 20, 1997
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Revised December 18, 2003
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OUTSIDE EMPLOYMENT & BUSINESS INTERESTS
Outside employment and business interests of UnionBancorp employees must be
carefully monitored to avoid even the appearance of impropriety. For that
reason, outside employment and business interests must be reported to Human
Resources immediately. For purposes of this policy, outside employment means any
employment (even if no compensation or remuneration of any sort is received) of
a UnionBancorp employee other than by the corporation or subsidiary. Outside
business interest shall be construed as broadly as possible to include, but not
be limited to, any ownership or other financial interest in, or management,
direction or control of, any business other than UnionBancorp. Any potential
conflict of interest identified by Human Resources regarding outside employment
and/or business interests will be reported to the Board of Directors.
The following are examples of the types of outside employment and business
interests, which may create potential conflicts of interest and therefore be
inappropriate:
o Securities/commodities brokerage
o Insurance
o Practice of law
o Accounting/bookkeeping
o Financial/estate planning
o Investment counseling
o Business planning
o Debt counseling
o Any employment or activity in which confidential information is
received or a fiduciary relationship is otherwise created
o Any entity which provides goods or services to the Company or any
subsidiary
o Any entity which provides the same or similar services or products
as those provided by the Company or any subsidiary
o Any other financial institution
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Policy No. CE.080
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Subject Political Activity
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Effective January 20, 1997
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Revised December 18, 2003
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POLITICAL ACTIVITY
UnionBancorp supports the democratic political system as a critical part of its
environment. However, written approval must be obtained from the Human Resource
Department before accepting nomination or appointment to public office.
Additionally, all employees shall annually report all public offices held.
UnionBancorp prohibits the following activities:
1. Any contribution or expenditure of its funds either directly or
indirectly to or for the benefit of, use of, in support or in
opposition to any political party, candidate, political committee.
2. The use of its premises, equipment or supplies by any political party
candidate.
3. The "loaning", temporary assigning or otherwise making available of any
of its employees to, or for the use of, any political party, candidate
or political committee.
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Policy No. CE.090
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Subject Recordkeeping
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Effective January 20, 1997
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Revised March 31, 2003
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RECORDKEEPING
Attempted bribes will be reported immediately to UnionBancorp's Chief Executive
Officer who will inform the holding company Board of Directors. The Chief
Executive Officer will then take appropriate action and will keep
contemporaneous written records of each case.
Written records will also be kept in the Chief Executive Officer's office of all
waivers granted to any portion of this Code of Ethics. Human Resources will keep
all compliance certificates on file for a period not less than three years.
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Policy No. CE.100
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Subject "Soft Dollar" Arrangement
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Effective January 20, 1997
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Revised March 31, 2003
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"SOFT DOLLAR" ARRANGEMENT
It is the policy of UnionBancorp to discourage all forms of "soft dollar"
remuneration. UnionBancorp officers and employees are to avoid the acceptance of
"soft dollar" remuneration wherever possible and shall not under any
circumstances accept any form of "soft dollar" remuneration having a fair cash
value of greater than $100.
For purposes of this policy, "soft dollar" remuneration includes, but is not
limited to, gifts of property, meals, trips, entertainment and other non-cash
compensation received by a UnionBancorp officer or employee, directly or
indirectly, from a securities firm or broker, vendor or other person, firm or
entity with whom UnionBancorp contracts for goods or services.
Procedures
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1. Quarterly Report. All UnionBancorp officers and employees shall, within
ten (10) days after the end of each calendar quarter, report any "soft
dollar" remuneration received by them during the preceding quarter.
Such report shall identify the party providing the "soft dollar"
remuneration, a description thereof, the date provided and its value.
2. Review by Board of Directors. Such report shall be submitted to and
reviewed by the respective Board of Directors.
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Policy No. CE.110
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Subject Undue Influence
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Effective January 20, 1997
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Revised December 18, 2003
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UNDUE INFLUENCE
Generally speaking, "undue influence" is any conduct by a person which,
considering all of the relevant facts and circumstances, influences, dominates
or controls the will of another person (the transferor) and causes him or her to
make a disposition of his or her property which he or she otherwise would not
have made. Undue influence may take many forms. Most undue influence cases will
involve transferors who are elderly or infirm or who have limited mental
capabilities. In many cases, the transferee or donee (often a family member or
close friend) will be a person who stands in a confidential or fiduciary
relationship to the transferor. In such cases, a presumption of undue influence
arises.
It is the policy of UnionBancorp that all of its officers and employees shall be
especially watchful for situations and transactions in which undue influence may
be present.
Procedures
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1. Where Undue Influence Is Suspected. In situations where undue influence
is suspected, the officer or employee handling the transaction should
(a) attempt to independently ascertain whether the transferor
understands the nature of the transaction and its consequences; (b)
before executing or completing the transaction, consult with his or her
immediate supervisor; and (c) consult with legal counsel.
2. Report. In all cases in which undue influence is suspected, the officer
or employee involved shall promptly prepare a report detailing the
relevant facts and circumstances and the action taken. This report
shall be transmitted to the security officer.
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Policy No. CE.120
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Subject Insider Trading
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Effective March 31, 2003
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Revised
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INSIDER TRADING
It is both unethical and illegal to buy, sell, trade or otherwise participate in
transactions involving UnionBancorp, Inc. common stock or other security while
in possession of material information concerning UnionBancorp that has not been
released to the general public, but which when released may have an impact on
the market price of the UnionBancorp, Inc. common stock or other equity
security. It is also unethical and illegal to buy, sell, trade or otherwise
participate in transactions involving the common stock or other security of any
other company while in possession of similar non-public material information
concerning such company. Any questions concerning the propriety of participating
in a UnionBancorp, Inc. or other company stock or other security transaction
should be directed to the UnionBancorp, Inc. Chief Executive Officer or Chief
Financial Officer.
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Policy No. CE.130
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Subject Extension of Credit
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Effective March 31, 2003
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Revised December 18, 2003
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EXTENSIONS OF CREDIT
UnionBancorp, Inc.'s affiliate banks may extend credit to any executive officer,
director, or principal shareholder of UnionBancorp, Inc. only on substantially
the same terms as those prevailing for comparable transactions with other
persons or that may be available to employees generally as permitted by and in
accordance with regulation O of the Board of Governors of the Federal Reserve
System.
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Policy No. CE.140
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Subject Fair Dealing
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Effective March 31, 2003
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Revised December 18, 2003
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FAIR DEALING
Each employee, officer and director should undertake to deal fairly with
UnionBancorp's customers, suppliers, competitors and employees. Additionally, no
one should take advantage of another through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
unfair-dealing practices.
Employees must disclose prior to or at their time of hire the existence of any
employment agreement, non-compete or non-solicitation agreement, confidentiality
agreement or similar agreement with a former employer that in any way restricts
or prohibits the performance of any duties or responsibilities of their
positions with UnionBancorp. Copies of such agreements should be provided to
Human Resources to permit evaluation of the agreement in light of the employee's
position. In no event shall an employee use any trade secrets, proprietary
information or other similar property, acquired in the course of his or her
employment with another employer, in the performance of his or her duties for or
on behalf of UnionBancorp.
UnionBancorp, Inc.'s affiliates are engaged in the business of serving as
executor, trustee and guardian of estates of individuals. Employees are
encouraged to recommend these services to qualified individuals. Employees may
serve as fiduciaries for members of their own families. With respect to any
other person, employees should not seek nor accept appointment to any fiduciary
or co-fiduciary position without the written approval of the officer in charge
of the member trust organization assigned to their geographic areas. Due to the
danger of customer misunderstandings, potential liability to UnionBancorp, or
its employees, and inherent conflicts of interest, such approval will not
normally be given. Employees should not directly or indirectly accept bequests
under a will or trust if such bequests have been made to them because of their
employment with UnionBancorp.
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Policy No. CE.150
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Subject Protection and Proper Use
of UnionBancorp Property
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Effective March 31, 2003
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Revised
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PROTECTION AND PROPER USE OF UNIONBANCORP PROPERTY
All employees, officers and directors should protect UnionBancorp's property and
assets and ensure their efficient and proper use. Theft, carelessness and waste
can directly impact UnionBancorp's profitability, reputation and success.
Permitting UnionBancorp property (including data transmitted or stored
electronically and computer resources) to be damaged, lost, or used in an
unauthorized manner is strictly prohibited. Employees, officers and directors
may not use corporate, bank or other official stationary for personal purposes.
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Policy No. CE.160
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Subject Compliance With Laws,
Rules and Regulation
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Effective March 31, 2003
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Revised
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COMPLIANCE WITH LAWS, RULES AND REGULATIONS
This Code of Ethics is based on UnionBancorp's policy that all employees,
officers and directors comply with the law. While the law prescribes a minimum
standard of conduct, this Code of Ethics requires conduct that often exceeds the
legal standard.
Certain UnionBancorp business units have policies and procedures governing
topics covered by this Code of Ethics. These policies and procedures reflect the
special requirements of these business units.
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Policy No. CE.170
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Subject Reporting of Illegal or
Unethical Behavior
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Effective March 31, 2003
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Revised December 18, 2003
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REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOR
All employees, officers and directors are expected to demonstrate the ability to
properly manage their personal finances, particularly the prudent use of credit.
UnionBancorp recognizes that its customers must have faith and confidence in the
honesty and character of its employees, officers and directors. In addition to
the importance of maintaining customer confidence, there are specific laws that
outline the actions UnionBancorp must take regarding any known, or suspected,
crime involving the affairs of UnionBancorp. With regard to financial affairs,
the Company must make a criminal referral in the case of any known, or
suspected, theft, embezzlement, check/debit card kiting, misapplication or other
defalcation involving company funds or personnel in any amount.
Fraud is an element of business that can significantly affect the reputation and
success of UnionBancorp. UnionBancorp requires its employees, officers and
directors to talk to supervisors, managers or other appropriate personnel to
report and discuss any known or suspected criminal activity involving
UnionBancorp or its employees. If, during the course of employment, you become
aware of any suspicious activity or behavior including concerns regarding
questionable accounting or auditing matters, you must report violations of laws,
rules, regulations or this Code of Ethics to Human Resources. Reporting the
activity will not subject the employee to discipline absent a knowingly false
report. All such calls to Human Resources are anonymous and confidential.
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Policy No. CE.180
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Subject Administration and Waiver
of Code of Ethics
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Effective March 31, 2003
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Revised December 18, 2003
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ADMINISTRATION AND WAIVER OF CODE OF ETHICS
This Code of Ethics shall be administered and monitored by the UnionBancorp
Human Resource Department. Any questions and further information on this Code of
Ethics should be directed to this department.
All managers and direct supervisors are responsible for reviewing this Code of
Ethics with their subordinates each time a new edition of the Code of Ethics is
published.
It is also the responsibility of Human Resources to reaffirm compliance with
this Code of Ethics by all employees and officers, and to obtain a signed
certificate that each employee and officer has read and understands the
guidelines and will comply with them. The provisions of the Ethics Policy will
be included in the UnionBancorp, Inc. Human Resource Policies. The Human
Resource Policies will be issued to all new employees and officers at the time
of employment and reissued to existing employees and officers from time to time.
Employees will be required to sign a receipt form for the Employee Handbook
indicating they have read this Code of Ethics and comply with its provisions.
Employees, officers and directors of UnionBancorp are expected to follow this
Code of Ethics at all times. Generally, there should be no waivers to this Code
of Ethics, however, in rare circumstances conflicts may arise that necessitate
waivers. Waivers will be determined on a case-by-case basis by the UnionBancorp,
Inc. Human Resource Department with the advice of legal counsel.
However, waivers for directors and executive officers must be determined by the
board of directors. For members of the board of directors and executive
officers, the board of directors shall have the sole and absolute discretionary
authority to approve any deviation or waiver from this Code of Ethics. Any
waiver and the grounds for such waiver by directors or executive officers shall
be promptly disclosed to stockholders in the UnionBancorp, Inc. Corporation
Annual Proxy Statement.
Known or suspected violations of this Code of Ethics will be investigated and
may result in disciplinary action up to and including immediate termination of
employment.
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UnionBancorp, Inc.
Code of Ethics
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Policy No. CE.190
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Subject Misleading Financial
Information
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Effective March 31, 2003
-----------------------------------------
Revised
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MISLEADING FINANCIAL INFORMATION
UnionBancorp will be honest and forthright in all of its financial reporting. We
will use generally accepted accounting procedures (GAAP) to account for all
transactions. We will then use the resulting accounting data to prepare
financial reports that are as accurate as we can make them. No one associated
with this company is authorized to slant this financial data in ways that might
mislead a third party into believing the Company's financial situation is better
than it actually is.
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UnionBancorp, Inc.
Code of Ethics
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Policy No. CE.200
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Subject Special Rules That Apply
to Investment Officers
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Effective March 31, 2003
-----------------------------------------
Revised
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SPECIAL RULES THAT APPLY TO INVESTMENT OFFICERS
Anyone making investments on behalf of the Company is prohibited from taking
advantage of the special circumstances associated with this duty. Specifically,
an investment officer is prohibited from buying securities for his or her own
account through dealers from which he or she buys securities for the Company's
account. The investment officer is also prohibited from accepting gifts,
entertainment, free travel, and so forth from a securities dealer or from
employees who work for a securities firm. If the investment officer is ever
approached with a deal that would benefit him or her personally, he or she must
immediately report the circumstances to the president and the chairperson of the
board and stop placing investment orders through that firm. (Exhibit 2A.2
following this policy contains a statement that the Company requires its
investment officers to sign.)
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UnionBancorp, Inc.
Code of Ethics
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Policy No. CE.210
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Subject Senior Financial Officers
Code of Ethics
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Effective March 31, 2003
-----------------------------------------
Revised
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SENIOR FINANCIAL OFFICERS
CODE OF ETHICS
GENERAL PHILOSOPHY
The honesty, integrity and sound judgment of senior financial officers is
fundamental to the reputation and success of UnionBancorp. While all employees,
officers, and directors are required to adhere to the UnionBancorp, Inc. Code of
Ethics, the professional and ethical conduct of senior financial officers (Chief
Financial Officer, Controller and Chief Investment Officer) is essential to the
proper function and success of UnionBancorp as a leading financial services
provider.
SENIOR FINANCIAL OFFICERS CODE OF ETHICS
To the best of their knowledge and ability, senior financial officers of
UnionBancorp performing accounting, auditing, financial management or similar
functions must:
o Act with honesty and integrity, avoid actual or apparent conflicts of
interest in personal and professional relationships.
o Provide colleagues with information that is accurate, complete, objective,
relevant, timely and understandable.
o Comply with applicable laws, rules and regulations of federal, state, and
local governments (both United States and foreign) and other appropriate
private and public regulatory agencies.
o Act in good faith, with due care, competence and diligence, without
misrepresenting material facts or allowing independent judgment to be
subordinated.
o Respect the confidentiality of information acquired in the course of
employment.
o Share knowledge and maintain skills necessary and relevant to UnionBancorp's
needs.
o Proactively promote ethical and honest behavior within the UnionBancorp
environment.
o Assure responsible use of and control of all assets, resources and
information of UnionBancorp.
All senior financial officers are expected to adhere to both the UnionBancorp,
Inc. Code of Ethics and the Code of Ethics for Senior Financial Officers at all
times. The board of directors shall have the sole and absolute discretionary
authority to approve any deviation or waiver from the Code of Ethics for Senior
Financial Officers. Any waiver and the grounds for such waiver for a senior
financial officer shall be promptly disclosed through a filing with the
Securities and Exchange Commission on Form 8-K. Additionally, any change of this
Code of Ethics for senior financial officers shall be promptly disclosed to
stockholders.
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UnionBancorp, Inc.
Code of Ethics
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Employee Acknowledgement Form
I have received a copy of the UnionBancorp Code of Ethics. After having read the
Code, I certify that:
1. I have not directly, or indirectly through my family (a) made any
personal investment based on insider information, (b) otherwise acted
on insider information contrary to the UnionBancorp policy statement,
(c) accepted any gifts or entertainment, or (d) accepted any fees or
other remuneration, (e) borrowed from a UnionBancorp customer or
supplies, (f) sold or leased assets to or purchased or leased assets
from a customer under other than an arm's length transaction, or (g)
accepted any bequest, legacy, or fiduciary appointment except as
follows:
2. I do not hold a position as director, officer, partner or any other
official position in any business or professional enterprise except as
follows:
3. I am not engaged in any outside employment except as follows:
4. Neither I, nor any member of my immediate family, is engaged in any
activity, which may reasonably be deemed in conflict with this Code of
Ethics except as follows:
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Employee Signature Date
- ----------------------------------
Employee Name (Typed or Printed)
This form must be signed and returned to the Human Resource Department.
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UnionBancorp, Inc.
Code of Ethics
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Conflicts of Interest:
Investment Officer Code of Conduct Statement
Based on instructions I have received from the board of directors, I understand
that I am prohibited from buying securities for my own account using dealers
through which I buy securities for the company's account.
I also understand that I may not accept gifts, entertainment, free travel, etc.,
from a securities dealer or employees of a securities firm, directly or
indirectly. If I am ever offered a bribe or approached with a deal that would
benefit me personally, I will immediately report the circumstances of the offer
to the president and the chairperson of the board, and I will immediately stop
placing investment orders through that firm.
A signed copy of this statement will be forwarded to each of the securities
firms with which the company deals so that the salespeople of the firm will be
explicitly on notice that I am not to be approached with gifts, gratuities, or
unethical deals.
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Investment Officer Signature Date
- ----------------------------------
Investment Officer Name (Typed or Printed)
This form must be signed and returned to the Human Resource Department.
29