================================================================================
EXHIBIT 14.1
------------
CENTRUE FINANCIAL
CORPORATION
CODE OF ETHICS
Board Approved January 2007
================================================================================
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
INTRODUCTION
The Code of Ethics which follows has been adopted by the Board of Directors of
Centrue Financial Corporation and its subsidiary, Centrue Bank, (collectively
referred to as "Centrue Financial Corporation"). 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 policy statements which follow concern adherence to applicable laws and
regulations and proper individual behavior when faced with situations in which
our personal interests conflict or appear to conflict with the interests of
other parties involved with Centrue Financial Corporation. Among the standards
to be observed are the following:
1. We will conduct our personal and business dealings in accord with the
letter, spirit and intent of relevant laws and regulations.
2. We will act toward others in a manner in which we desire them to act
toward us. We will not engage in any illegal, dishonest, or unethical
conduct. We will follow the highest ethical standards.
3. We will accept individual responsibility for our actions without
seeking refuge or anonymity behind Centrue Financial Corporation's
reputation or that of any smaller group acting on Centrue Financial
Corporation's behalf.
4. We believe in providing fair and efficient service to our customers.
5. We will treat our fellow employees like customers, giving them the same
exceptional service that our outside customers receive.
6. We will be completely candid with our fellow employees in all business
matters so that decisions will be reasonable and based upon all
relevant facts.
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 the Human Resource
Department.
----------------------------------------
President & CEO
Centrue Financial Corporation
- 2 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
INDEX
Policy Page Number
- ------ -----------
CE.000 Responsibilities of Employees......................................4
CE.000 General Philosophy.................................................5
CE.001 Bank Bribery Act...................................................7
CE.010 Compliance Certification...........................................8
CE.020 Confidential Information ..........................................9
CE.030 Conflicts of Interest .............................................10
CE.040 Directors' Code of Ethics .........................................13
CE.050 Dishonesty ........................................................14
CE.060 Gifts, Fees, Legacies and Investments..............................15
CE 065 Purchasing.........................................................17
CE.070 Outside Employment & Business Interests ...........................19
CE.080 Political Activity.................................................20
CE.090 Recordkeeping .....................................................21
CE.100 Soft Dollar Arrangement ...........................................22
CE.110 Undue Influence....................................................23
CE.120 Insider Trading....................................................24
CE.130 Extension of Credit ...............................................25
CE.140 Fair Dealing ......................................................26
CE.150 Protection and Proper Use of Company Property......................27
CE.160 Compliance With Laws, Rules and Regulation.........................28
CE.170 Reporting of Illegal or Unethical Behavior ........................30
CE.180 Administration and Waiver of Code of Ethics........................31
CE.190 Misleading Financial Information ..................................33
CE.200 Special Rules That Apply to Investment Officers ...................34
CE.210 Senior Financial Officers' Code of Ethics..........................35
Code of Ethics Employee Acknowledgement Form
Investment Officer Code of Conduct Statement
- 3 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.000
-----------------------------------------------
Subject Responsibilities of Employees
-----------------------------------------------
Effective January 30, 2007
-----------------------------------------------
Revised
-----------------------------------------------
RESPONSIBILITIES OF EMPLOYEES
As an employee, you have a number of responsibilities with regard to Centrue
Financial Corporation's Code of Ethics. These responsibilities include the
following:
1. You should learn and understand the various laws that are applicable to
you in performing your duties on behalf of Centrue Financial
Corporation. You should comply with those laws. If you have doubt about
what the law requires, you should ask your supervisor for an
explanation.
2. As a community bank that provides exceptional customer service, we will
treat all customers and suppliers in an honest and fair manner.
Customer satisfaction is a priority.
3. Directors/officers/employees are prohibited from exercising undue
influence over subordinates in situations that would not be in the best
interest of Centrue Financial Corporation. Any such situation should be
reported to the Chief Executive Officer. If you become aware of a
situation where you believe that the CEO is exercising undue influence,
you should report your finding to the Chairman of the Board or the
Chairman of the Audit Committee.
4. Avoid situations where personal interests are, or appear to be, in
conflict with that of Centrue Financial Corporation.
5. Safeguard and properly use Centrue Financial Corporation's proprietary
information, assets and resources, as well as the proprietary
information, financial information, assets and resources of customers.
6. Maintain confidentiality of nonpublic information and do not act on
such information for personal gain. Acting on such information is not
only a violation of this code, but would also be a violation of law.
7. Exercise good judgment in making legal political contributions or in
using political influence in your personal political activities.
- 4 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.000
-----------------------------------------------
Subject General Philosophy
-----------------------------------------------
Effective March 31, 2003
-----------------------------------------------
Revised January 30, 2007
-----------------------------------------------
GENERAL PHILOSOPY
Centrue Financial Corporation 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 the Human Resource Department immediately.
Title 18 U.S. Code, Section 215, makes it a criminal offense for any Centrue
Financial Corporation 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 Centrue Financial Corporation; or
o Accept anything of value (other than normal authorized
compensation) from anyone in connection with the business of
Centrue Financial Corporation, 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 Centrue Financial Corporation 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 Centrue Financial Corporation'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 Centrue Financial
Corporation.
o Acting on behalf of Centrue Financial Corporation in any
transaction in which you or your immediate family has a
significant direct or indirect financial interest.
- 5 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.000
-----------------------------------------------
Subject General Philosophy
-----------------------------------------------
Page 2
-----------------------------------------------
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 Centrue Financial Corporation 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
Centrue Financial Corporation 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 Centrue Financial Corporation.
o Addresses misuse or misapplication of Centrue Financial
Corporation property and corporate opportunities.
o Requires the highest level of confidentiality and fair dealing
within and outside the Centrue Financial Corporation
environment.
o Requires reporting of any illegal behavior.
If anything prescribed herein will cause you difficulty, you should discuss the
problem with the Human Resource Department. Until a written waiver has been
granted by the Human Resource Department, we expect each of our directors,
officers, and employees to comply with this statement of Company policy.
- 6 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.001
-----------------------------------------------
Subject Bank Bribery Act
-----------------------------------------------
Effective January 20, 1997
-----------------------------------------------
Revised March 31, 2003
-----------------------------------------------
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.
- 7 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.010
-----------------------------------------------
Subject Compliance Certification
-----------------------------------------------
Effective January 20, 1997
-----------------------------------------------
Revised January 30, 2007
-----------------------------------------------
COMPLIANCE CERTIFICATION
Centrue Financial Corporation 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.
- 8 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.020
-----------------------------------------------
Subject Confidential Information
-----------------------------------------------
Effective January 20, 1997
-----------------------------------------------
Revised January 30, 2007
-----------------------------------------------
CONFIDENTIAL INFORMATION
In the course of performing normal duties, Centrue Financial Corporation
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.
Centrue Financial Corporation recognizes the importance and duty to protect the
confidential and private nature of customers' financial and personal
information. However, when customers use the Bank as a credit reference, they
are giving the Bank the authority to release credit information. Banks also
share credit information with each other. This sharing is done only to:
1. Support credit decisions; and
2. Give assurances that source confidentiality will be protected and that
the information is accurate and not misleading.
The inherent conflict between the customer's right to confidence and privacy and
the need for creditors to share credit experience should be recognized. This
conflict cannot be entirely resolved, but its consequences can be mitigated by
exercising extreme care when exchanging credit information.
- 9 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.030
-----------------------------------------------
Subject Conflicts of Interest
-----------------------------------------------
Effective January 20, 1997
-----------------------------------------------
Revised January 30, 2007
-----------------------------------------------
CONFLICTS OF INTEREST
Confidential information about Centrue Financial Corporation'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
Centrue Financial Corporation employee should not represent Centrue Financial
Corporation 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 Centrue. 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 Centrue Financial Corporation.
Centrue Financial Corporation 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.
It is impossible to list every situation where such conflict could occur, but
the following guidelines may help you determine whether or not your actions are
a conflict of interest violation. These represent some of the kinds of business
dealings where conflicts of interest could occur:
1. The confidential nature of account relationships has been breached.
2. Fiduciary responsibilities are handled in a less than prudent manner;
business is done with Centrue Financial Corporation on the basis of
friendship, family ties, the giving and receiving of gifts or vendor
sponsored incentive contests, or to curry favor with some special
interest group.
3. Centrue Financial Corporation's name is used to enhance opportunities
for others in their political, investment or retail purchasing
activities.
- 10 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.030
-----------------------------------------------
Subject Conflicts of Interest
-----------------------------------------------
Page 2
-----------------------------------------------
For example, when Centrue Financial Corporation employees are asked to be
directors of outside corporations, the relationship generally involves the use
of Centrue Financial Corporation's name, which can create the impression of an
endorsement of financial responsibility and business practices. Since such
duties also involve time, it is Centrue Financial Corporation's policy for
officers and employees ordinarily not to serve in such capacities with
for-profit corporations; and, when compelling business or personal reasons are
present, such service may be authorized on a case-by-case basis but only with
approval of the Chief Executive Officer. Special consideration is usually made
for boards of small family corporations and cooperative and condominium
apartments where no public aspects are involved.
The following policies with respect to these relationships which should be kept
in mind:
1. It should be understood that an officer or employee will withdraw from
the directorship at such time as the Board feels it to be appropriate.
2. The amount of time devoted to the activity shall not interfere with
normal duties.
3. The officer or employee involved will abstain from approving Centrue
Financial Corporation extensions of credit to the organization.
4. Because of the conflict of interest, inside information, and possible
trading problems, it is not appropriate for investment and fiduciary
unit personnel and committee members to serve as directors of publicly
owned companies. Any exception to this policy must receive the approval
of the Board.
The policy described above is applicable to service with for-profit corporations
and is to be contrasted with service with not-for-profit civic, charitable or
religious organizations. Service with the latter organizations generally does
not carry the same risks of implied endorsement by Centrue Financial Corporation
and can provide valuable opportunities for employees, officers and our
communities. Service with these organizations can also assist the Bank in
maintaining familiarity with the credit and other financial needs of residents
of our communities. Centrue Financial Corporation therefore strongly encourages
involvement by its employees, officers and directors in not-for-profit civic,
charitable, and community groups.
All officers must refrain from participating in the approval of an extension of
credit (or any modification of credit terms) to a business of which they are an
officer, owner or director.
- 11 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.030
-----------------------------------------------
Subject Conflicts of Interest
-----------------------------------------------
Page 3
-----------------------------------------------
When a Centrue Financial Corporation officer or other employee, as a director or
officer of another corporation, is granted any signing authority over any of the
other corporation's accounts with Centrue Financial Corporation, approval of the
Chief Executive Officer must be obtained before exercising the signing
authority. In this regard, the best practice is for the Centrue Financial
Corporation employee to decline the opportunity to have signing authority over
any Centrue Financial Corporation account which the corporation maintains.
- 12 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.040
-----------------------------------------------
Subject Directors' Code of Ethics
-----------------------------------------------
Effective January 20, 1997
-----------------------------------------------
Revised January 30, 2007
-----------------------------------------------
DIRECTORS' CODE OF ETHICS
The directors of Centrue Financial Corporation and its subsidiary, Centrue Bank,
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 Centrue
Financial Corporation 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 Centrue Financial Corporation 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 family, 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 Centrue Financial
Corporation. (It is Centrue Financial Corporation 's policy to contract
for assets and services using only arm's length transactions that are
in the best interest of Centrue Financial Corporation. Directors are
asked to honor this policy and to refrain from asking for special
consideration as Centrue Financial Corporation contracts for assets or
services.)
3. Independence. Centrue Financial Corporation and its subsidiary's 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.
- 13 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.050
-----------------------------------------------
Subject Dishonesty
-----------------------------------------------
Effective January 20, 1997
-----------------------------------------------
Revised January 30, 2007
-----------------------------------------------
DISHONESTY
Because trust is the cornerstone of Centrue Financial Corporation's relationship
with its customers, employees must refrain from conduct which might give even
the slightest appearance of dishonesty. Therefore, Centrue Financial Corporation
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 Centrue Financial Corporation customer funds or
falsification of records by any employee will subject the employee to
disciplinary action including termination of employment. 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 including termination of employment.
Written notification of any defalcations will be reported to the appropriate
regulators and law enforcement agencies as prescribed by Federal and State
regulations.
- 14 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.060
-----------------------------------------------
Subject Gifts, Fees, Legacies and
Investments
-----------------------------------------------
Effective January 20, 1997
-----------------------------------------------
Revised January 30, 2007
-----------------------------------------------
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. Upon
request, key employees may be asked to 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 Centrue
Financial Corporation 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 Centrue Financial
Corporation. 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. Officers and employees, in their personal capacities, may give gifts at
their expense to whomever they choose. However, all personnel are
expected to consider the appearance of such action if the recipient is
a customer, supplier, or government official, in addition to being a
personal friend or acquaintance. The context of such action is
important, and if the officer or employee believes his personal gift
might be interpreted as consideration for an official or business
favor, then something should be done to rebut this presumption and
reinforce the personal nature of the gift.
5. Each director, officer and employee of Centrue Financial Corporation
and any of its affiliates, must report any stock owned in another
financial institution that operates in the same market area (as later
defined) as Centrue Financial Corporation and any of its affiliates.
The ownership of stock in another financial institution is not
prohibited unless the Board of Directors determines that the
individual's ownership of the stock conflicts with the individual's
performance of service to Centrue Financial Corporation.
- 15 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.060
-----------------------------------------------
Subject Gifts, Fees, Legacies and
Investments
-----------------------------------------------
Page 2
-----------------------------------------------
Centrue Financial Corporation's market area is considered to be northwest
Illinois, central Illinois, southern Illinois, metropolitan Chicago, western
Indiana and metropolitan St. Louis, Missouri.
Ownership of stock in publicly traded banks, bank holding companies or financial
institutions is expressly permitted unless the individual owns more than ten
percent of the stock or has influence over the management of the company.
Exceptions to this policy include stock acquired through inheritance, or gift.
In addition, if an individual owns stock in a bank or bank holding company that
has a branch in a county in which Centrue Financial Corporation or any of its
affiliates opens a branch subsequent to the stock purchase, the individual would
not be required to dispose of the subject stock. Bank or bank holding company
stock owned or acquired in any of these ways would require disclosure to the
Board.
6. 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.)
7. 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 (i.e., a parent/guardian, child, spouse, sibling, aunt, uncle,
in-law or cousin).
8. 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.
9. Speculative investing such as playing the commodities market, margin
buying, short accounts, puts, calls, or combinations are not prudent
for employees.
- 16 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.065
-----------------------------------------------
Subject Purchasing
-----------------------------------------------
Effective January 30, 2007_______________
-----------------------------------------------
Revised __________________
-----------------------------------------------
PURCHASING
The overall guideline for personnel engaged in purchasing equipment, supplies
and services is that all employees will remove themselves from situations which
may or appear to influence unduly their relationships with vendors in a position
to transact business with any of our companies or other employees. The
disclosure procedures described below are designed for personnel employed in the
purchasing department, as well as other personnel making purchases, and
personnel in Centrue Financial Corporation engaged in hiring employees.
All individuals performing purchasing and human resources duties may be required
(as a condition of employment, and from time to time) to sign a memorandum
affirming their knowledge of and intention to adhere to these policies and
procedures. Persons found in violation of these policies and procedures will be
subject to disciplinary action, including termination of employment.
Any special situations in which preferential treatment is extended to an officer
or employee by a vendor in a non-Centrue Financial Corporation related
transaction because of that vendor's association or dealings with Centrue
Financial Corporation, must be brought to the attention of and approved by the
Chief Executive Officer. An individual's purchase of goods for personal use from
a vendor at a price lower than that offered to the general public will not be
approved. Under no circumstances should a Centrue Financial Corporation employee
actively seek or accept a discount from a Centrue Financial Corporation supplier
or bidder on an item for his personal use. If Centrue Financial Corporation has
arranged in writing for discounts to be offered to other employees, then
personnel involved in purchasing may obtain these benefits without prior
clearance.
It is Centrue Financial Corporation's policy that all items purchased, and
specifically items from or arranged by any other Centrue Financial Corporation
employee or director, or their related interests, must be purchased though the
Head of Operations of Centrue Financial Corporation. Any deviations from this
policy are to be reported to the Board.
Reciprocity
- -----------
It is the policy of Centrue Financial Corporation to purchase all equipment,
supplies and services needed by it on the basis of quality, utility and the
price offered by the vendor. Only in circumstances where customers demonstrate
the best quality, utility and price, will customers of Centrue Financial
Corporation be given orders involving Centrue Financial Corporation purchases.
In this connection, information concerning products or services supplied by us
to any customer should not be made available to or obtained
- 17 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.065
-----------------------------------------------
Subject Purchasing
-----------------------------------------------
Page 2
-----------------------------------------------
by personnel concerned with purchasing. Similarly, information as to vendor
relationships should not be furnished to lending personnel in Centrue Financial
Corporation. It must be kept in mind that not only will customers of Centrue
Financial Corporation not be given preferential treatment on purchases, but care
must also be taken to ensure that no vendors are left with the impression,
however erroneous, that it is necessary for him/her or helpful, to purchase
products or services which are offered by Centrue Financial Corporation.
- 18 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.070
-----------------------------------------------
Subject Outside Employment & Business
Interests
-----------------------------------------------
Effective January 20, 1997
-----------------------------------------------
Revised January 30, 2007
-----------------------------------------------
OUTSIDE EMPLOYMENT & BUSINESS INTERESTS
Outside employment and business interests of Centrue Financial Corporation
employees must be carefully monitored to avoid even the appearance of
impropriety. For that reason, outside employment and business interests must be
reported to the Human Resource Department immediately. For purposes of this
policy, outside employment means any employment (even if no compensation or
remuneration of any sort is received) of a Centrue Financial Corporation
employee other than by the corporation. 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 Centrue Financial Corporation. Any potential
conflict of interest identified by the Human Resource Department 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, or business planning
o Investment or 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 Centrue Financial
Corporation
o Any entity which provides the same or similar services or products as
those provided by Centrue Financial Corporation
o Any other financial institution
This list is not meant to be exhaustive, and other types of outside employment
and business interests may be deemed inappropriate.
- 19 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.080
-----------------------------------------------
Subject Political Activity
-----------------------------------------------
Effective January 20, 1997
-----------------------------------------------
Revised January 30, 2007
-----------------------------------------------
POLITICAL ACTIVITY
Centrue Financial Corporation 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.
Centrue Financial Corporation 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.
- 20 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.090
-----------------------------------------------
Subject Recordkeeping
-----------------------------------------------
Effective January 20, 1997
-----------------------------------------------
Revised January 30, 2007
-----------------------------------------------
RECORDKEEPING
Attempted bribes will be reported immediately to Centrue Financial Corporation'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. The Human Resource
Department will keep all compliance certificates on file for a period not less
than three years.
- 21 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.100
-----------------------------------------------
Subject "Soft Dollar" Arrangement
-----------------------------------------------
Effective January 20, 1997
-----------------------------------------------
Revised January 30, 2007
-----------------------------------------------
"SOFT DOLLAR" ARRANGEMENT
It is the policy of Centrue Financial Corporation to discourage all forms of
"soft dollar" remuneration. Centrue Financial Corporation 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 Centrue Financial Corporation officer or employee,
directly or indirectly, from a securities firm or broker, vendor or other
person, firm or entity with whom Centrue Financial Corporation contracts for
goods or services.
Procedures
- ----------
1. Quarterly Report. All Centrue Financial Corporation 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.
- 22 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.110
-----------------------------------------------
Subject Undue Influence
-----------------------------------------------
Effective January 20, 1997
-----------------------------------------------
Revised January 30, 2007
-----------------------------------------------
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 Centrue Financial Corporation that all of its officers and
employees shall be especially watchful for situations and transactions in which
undue influence may be present.
Procedures
- ----------
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.
- 23 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.120
-----------------------------------------------
Subject Insider Trading
-----------------------------------------------
Effective March 31, 2003
-----------------------------------------------
Revised January 30, 2007
-----------------------------------------------
INSIDER TRADING
It is both unethical and illegal to buy, sell, trade or otherwise participate in
transactions involving Centrue Financial Corporation common stock or other
security while in possession of material information concerning Centrue
Financial Corporation that has not been released to the general public, but
which when released may have an impact on the market price of the Centrue
Financial Corporation 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 Centrue
Financial Corporation or other company stock or other security transaction
should be directed to the Centrue Financial Corporation Chief Executive Officer
or Chief Financial Officer.
- 24 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.130
-----------------------------------------------
Subject Extension of Credit
-----------------------------------------------
Effective March 31, 2003
-----------------------------------------------
Revised January 30, 2007
-----------------------------------------------
EXTENSIONS OF CREDIT
Centrue Financial Corporation's affiliate bank, Centrue Financial Corporation,
may extend credit to any executive officer, director, or principal shareholder
of Centrue Financial Corporation 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.
- 25 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.140
-----------------------------------------------
Subject Fair Dealing
-----------------------------------------------
Effective March 31, 2003
-----------------------------------------------
Revised January 30, 2007
-----------------------------------------------
FAIR DEALING
Each employee, officer and director should undertake to deal fairly with Centrue
Financial Corporation'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 Centrue Financial Corporation. Copies of such agreements should
be provided to the Human Resource Department 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 Centrue Financial Corporation.
Centrue Financial Corporation'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 (i.e., a
parent/guardian, child, spouse, sibling, aunt, uncle, in-law or cousin). 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
Centrue Financial Corporation, 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 Centrue Financial
Corporation.
Employees are sometimes asked to advise customers with respect to services and
goods other than services and goods available from Centrue Financial Corporation
as to attorneys, accountants, insurance brokers or real estate agents with whom
they might do business. This type of advice must be avoided.
Centrue Financial Corporation and its employees do not render advice other than
with respect to goods and services that can be made through or relate to those
that can be made through Centrue Financial Corporation.
- 26 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.150
-----------------------------------------------
Subject Protection and Proper Use of
Centrue Financial Corporation
Property
-----------------------------------------------
Effective March 31, 2003
-----------------------------------------------
Revised January 30, 2007
-----------------------------------------------
PROTECTION AND PROPER USE OF
CENTRUE FINANCIAL CORPORATION PROPERTY
All employees, officers and directors should protect Centrue Financial
Corporation's property and assets and ensure their efficient and proper use.
Theft, carelessness and waste can directly impact Centrue Financial
Corporation's profitability, reputation and success. Permitting Centrue
Financial Corporation 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 stationery for personal purposes.
The proper handling of business expenses incurred while away from the office is
imperative if Centrue Financial Corporation officers and employees are to avoid
the appearance of a conflict of interest or a reputation for self-enrichment at
the expense of Centrue Financial Corporation, its stockholders and their fellow
employees. The tax rules on deductibility offer sound guidelines which must be
followed for internal reporting purposes, and therefore must also be adhered to
in the course of external contacts. The U.S. Internal Revenue service standards
are applied by Centrue Financial Corporation for the purpose of determining the
appropriateness of a business expense. Any submitted expenses not complying with
IRS requirements and Centrue Financial Corporation policy will not be
reimbursed. The reimbursed travel expenses (if any) of a spouse, or other
individual, accompanying a Centrue Financial Corporation representative on a
business trip will be taxable to the employee unless it can be demonstrated to
Centrue Financial Corporation's satisfaction that their presence served a bona
fide business purpose.
- 27 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.160
-----------------------------------------------
Subject Compliance With Laws, Rules and
Regulation
-----------------------------------------------
Effective March 31, 2003
-----------------------------------------------
Revised January 30, 2007
-----------------------------------------------
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
This Code of Ethics is based on Centrue Financial Corporation'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.
Centrue Financial Corporation specifically forbids the following conduct:
1. Theft, fraud, embezzlement, misappropriation, or any form of wrongful
conversion of property belonging to Centrue Financial Corporation, an
employee, or any Centrue Financial Corporation customer or client. This
applies whether or not the conduct is a criminal act subject to
prosecution.
2. Any act of fraud or deception involving Centrue Financial Corporation,
a customer, a supplier, a government official or any other party.
3. Any act of bribery, including a promise, offer, or gift of money or
anything of value made or offered to a government official or someone
acting for the government or a person employed by, or acting on behalf
of, a customer, supplier or other organization with which Centrue
Financial Corporation does business or has prospective business.
4. Any dishonest or unethical act against Centrue Financial Corporation or
any regulatory official.
5. Political contributions of money, services, or other property of
Centrue Financial Corporation that are in violation of applicable law.
6. Any act of discrimination based on a person's race, color, gender,
creed, sexual orientation, marital status, age, religion, national
origin, ancestry, place of birth, disability, veteran status or any
other category protected by law.
7. Any act of harassment, which includes but is not limited to, slurs,
jokes and other verbal, graphic, or physical conduct that relates to an
individual's race, color, gender, creed, sexual orientation, marital
status, age, religion, national origin, ancestry, place of birth,
disability, veteran status or any other category protected by law.
Certain other statutory and regulatory provisions are applicable to officers,
directors and employees of banks and bank holding companies. The following list
is not exhaustive, but highlights a number of areas Centrue deems particularly
significant:
- 28 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.160
-----------------------------------------------
Subject Compliance with Laws, Rules and
Regulations
-----------------------------------------------
Page 2
-----------------------------------------------
1. Interlocks between management officials (officers, directors,
employees) of nonaffiliated financial institutions and holding
companies of financial institutions are generally prohibited.
2. Bank employees' receipt of compensation for acting as a co-fiduciary
(co-trustee) with Centrue Financial Corporation is restricted.
3. Receipt of commission or gift for procuring a loan from Centrue
Financial Corporation, or extension, renewal or substitution of
security, etc., is prohibited.
4. Offer of a loan or gratuity to a bank examiner is prohibited.
5. Certification of checks without adequate customer funds on deposit is
prohibited.
6. Lending and borrowing of trust funds is restricted and in some case
prohibited.
7. Embezzlement, theft and misapplication of funds are illegal.
8. Unauthorized issuance of Centrue Financial Corporation obligations and
intentional false entries are prohibited.
9. Relationships with dealers in securities by Centrue Financial
Corporation employees and directors are restricted.
10. Stock-secured loans to purchase or carry margin stocks are regulated
and impose scrutiny responsibilities on Centrue Financial Corporation
lending officers.
11. Convictions of criminal offenses preclude serving as an officer,
director or employee.
12. Requiring a borrower to purchase or obtain other Centrue Financial
Corporation products other than certain direct deposit account
relationships is prohibited. Certain
Centrue Financial Corporation 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.
- 29 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.170
-----------------------------------------------
Subject Reporting of Illegal or Unethical
Behavior
-----------------------------------------------
Effective March 31, 2003
-----------------------------------------------
Revised January 30, 2007
-----------------------------------------------
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.
Centrue Financial Corporation 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 Centrue Financial Corporation
must take regarding any known, or suspected, crime involving the affairs of
Centrue Financial Corporation. 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 Centrue Financial Corporation. Centrue Financial Corporation 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 Centrue Financial Corporation 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 the Human Resource Department or through the Company's anonymous
hotline.
Centrue Financial Corporation has contracted with an outside vendor to receive
the Company's Sarbanes-Oxley related complaints. This vendor may also receive
the Company's Human Resources related complaints. Listed below are the
procedures for this process:
1. An employee can initiate an anonymous complaint via e-mail or by phone
to the vendor. The vendor will track and retain all complaints.
2. The vendor then contacts the designated Centrue Financial Corporation
recipients via e- mail; the Risk Management Officer and Chairman of the
Audit Committee for Sarbanes- Oxley related issues and the Risk
Management Officer and the Director of Human Resources for Human
Resource-related issues.
3. The designated recipients will take the appropriate action necessary to
handle the complaint. This may include contacting legal counsel.
4. Follow-up will be conducted by the designated recipients on the
complaints received.
- 30 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.170
-----------------------------------------------
Subject Reporting of Illegal or Unethical
Behavior
-----------------------------------------------
Page 2
-----------------------------------------------
No retaliation will be allowed to occur against an employee who reports
potential fraud or a complaint in good faith.
- 31 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.180
-----------------------------------------------
Subject Administration and Waiver of Code
of Ethics
-----------------------------------------------
Effective March 31, 2003
-----------------------------------------------
Revised January 30, 2007
-----------------------------------------------
ADMINISTRATION AND WAIVER OF CODE OF ETHICS
This Code of Ethics shall be administered and monitored by the Centrue Financial
Corporation 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 the Human Resource Department 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 Code of Ethics
Policy will be included in the Centrue Financial Corporation 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 Centrue Financial Corporation 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 Centrue Financial Corporation 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 may
need to be disclosed to stockholders in the Centrue Financial Corporation
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.
- 32 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.190
-----------------------------------------------
Subject Misleading Financial Information
-----------------------------------------------
Effective March 31, 2003
-----------------------------------------------
Revised January 30, 2007
-----------------------------------------------
MISLEADING FINANCIAL INFORMATION
Centrue Financial Corporation 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.
- 33 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.200
-----------------------------------------------
Subject Special Rules That Apply to
Investment Officers
-----------------------------------------------
Effective March 31, 2003
-----------------------------------------------
Revised
-----------------------------------------------
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.)
- 34 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
-----------------------------------------------
Policy No. CE.210
-----------------------------------------------
Subject Senior Financial Officers Code of
Ethics
-----------------------------------------------
Effective March 31, 2003
-----------------------------------------------
Revised January 30, 2007
-----------------------------------------------
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 Centrue Financial Corporation.
While all employees, officers, and directors are required to adhere to the
Centrue Financial Corporation 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
Centrue Financial Corporation as a leading financial services provider.
SENIOR FINANCIAL OFFICERS CODE OF ETHICS
To the best of their knowledge and ability, senior financial officers of Centrue
Financial Corporation 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 Centrue
Financial Corporation's needs.
o Proactively promote ethical and honest behavior within the Centrue
Financial Corporation environment.
o Assure responsible use of and control of all assets, resources and
information of Centrue Financial Corporation.
All senior financial officers are expected to adhere to both the Centrue
Financial Corporation 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.
- 35 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
Employee Acknowledgement Form
I have received a copy of the Centrue Financial Corporation 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 Centrue Financial Corporation
policy statement, (c) accepted any gifts or entertainment, or (d)
accepted any fees or other remuneration, (e) borrowed from a Centrue
Financial Corporation customer or supplies, (f) sold or leased assets
to or purchased or leased assets from a customer 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:
- ----------------------------------------------- ------------------------------
Employee Signature Date
- -----------------------------------------------
Employee Name (Typed or Printed)
This form must be signed and returned to the Human Resource Department.
- 36 -
Centrue Financial Corporation
Code of Ethics
- --------------------------------------------------------------------------------
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.
- ----------------------------------------------- ------------------------------
Investment Officer Signature Date
- -----------------------------------------------
Investment Officer Name (Typed or Printed)
This form must be signed and returned to the Human Resource Department.
- 37 -