EXHIBIT 14
ACNB CORPORATION
CODE OF ETHICS
The directors, officers and employees of ACNB Corporation and all its
subsidiaries and affiliates (the "Company") hold an important and elevated role
in corporate governance. They are vested with both the responsibility and
authority to protect and preserve the interests of all of the Company's
constituents, including shareholders, customers and citizens of the communities
in which we conduct business. The maintenance of extremely high standards of
honest, ethical and impartial conduct is essential to assure the proper
performance of the Company's business and the maintenance of the public's trust.
This Code of Ethics (the "Code") prescribes the policies and procedures to be
employed and enforced in the Company's operations.
o It is your responsibility to comply with the law and behave in an ethical
manner. This responsibility cannot be delegated or assumed by the Company.
o This Code cannot anticipate every possible situation or cover every topic in
detail. From time to time, the Company may establish compliance programs to
address specific subjects. If you are unclear about a situation, seek
guidance before taking action.
o The standards in this Code do not necessarily take into account all legal
requirements. Where more restrictive local laws or requirements exist, those
take precedence.
o You must comply with all applicable governmental rules and regulations.
Failure to obey laws and regulations violates this Code and may expose both
you and the Company to criminal or civil prosecution. Any violation of this
Code or other compliance programs may result in corrective action, up to and
including termination. The Company may also seek civil remedies from you and
even refer criminal misconduct to law enforcement agencies.
o You are responsible for reporting suspected violations of this Code.
o If you still have a concern regarding any unethical or illegal conduct,
please contact Lynda L. Glass, our Corporate Compliance Officer.
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CONFLICTS OF INTEREST
A "conflict of interest" exists any time one faces a choice between
what is in his/her personal interest (financial or otherwise) and the interest
of the Company. These situations are not always easy to avoid. When a conflict
of interest arises, it is important that directors, officers and employees act
with great care to avoid even the appearance that their actions were not in the
best interest of the Company. If you find yourself in a position where your
objectivity may be questioned because of individual interest or family or
personal relationships, notify our Corporate Compliance Officer immediately.
GIFTS, MEALS, SERVICES AND ENTERTAINMENT
One should not request or accept anything that might be used as a means
to influence, or even appear to influence, you against the Company's best
interests. Personal gifts should not be accepted other than those considered
common business courtesies and for which one would reasonably expect to give
something similar in return in the normal course of business. Do not accept
gifts valued at greater than $250.
SAFEGUARDING COMPANY ASSETS/ACCURACY OF BOOKS AND RECORDS
The Company maintains internal controls to provide direction on
protecting Company assets and financial accountability. The controls are based
upon the following principles.
DO NOT:
o Make personal use of Company assets that creates any additional costs for
the Company, interferes with work duties, or violates any Company policies;
o Allow Company property to be used to help carry out illegal acts;
o Manipulate financial accounts, records or reports for personal gain;
o Maintain off-the-book accounts to facilitate questionable or illegal
payments; or,
o Violate any law or regulation.
DO:
o Ensure effective internal controls and procedures are designed and
implemented;
o Prepare project budget proposals with accurate information;
o Maintain books, accounts and records according to generally-accepted
accounting principles, using enough detail to reflect accurately and fairly
Company transactions;
o Record transactions in a timely manner, so that no misleading financial
information is created. (These transactions include, but are not limited to,
income, expense, indebtedness, obligation, reserves and acquisition or
disposition of assets, etc.); and,
o Give full, fair, accurate, timely, and understandable disclosure in any and
all periodic reports filed with the Securities and Exchange Commission.
INSIDER TRADING
Insider trading is a crime that can carry severe penalties. If you know
material, confidential information about the Company or any company with whom we
have a business relationship and you trade Company securities, such as stocks or
bonds, while in possession of that information or tell others about it before it
is made public, you may have violated the insider trading laws.
Material information is the type of news that would affect a reasonable
investor's decision on whether or not to invest in the Company's stock. Examples
include plans to issue securities, sharp changes in earnings patterns, changes
in dividend rates, changes in key management personnel, mergers, acquisitions,
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and important regulatory actions affecting the Company. This policy forbids you
from trading not only in Company stock, but also in stock of our suppliers,
customers or other companies with whom we have a business relationship while in
possession of material inside information learned in the course of your
employment at our Company.
We encourage all members of the Board of Directors, officers and
employees to invest in our stock. However, if you have access to any information
not readily available to the public, you must be very careful when trading stock
to be sure you have not traded while in possession of material non-public
information. When you have such information:
o Do not tell anyone not authorized to have the information. A casual remark
to a friend may find its way to a broker and eventually to the entire
financial community thereby requiring the Company to make a premature or
unplanned public announcement. This "tipping" may be illegal and damaging to
the Company.
o In compliance with the Sarbanes-Oxley Act of 2002, do not trade and trading
is prohibited in the Company's stock (or that of an applicable outside
company) until the news has been made public for at least two full business
days. Circumstances suggesting the possibility of insider trading may result
in an investigation by governmental authorities of the Company and
stockbroker records of stock trading transactions. This investigation could
damage our Company's reputation and result in liability or penalties,
including criminal charges and fines against the individual.
o This policy against insider trading also covers transfers into and out of
the Company stock or savings plans and changes in patterns involving
purchases of our stock within the plans. However, generally,
regularly-scheduled purchases of the Company stock within plans are not
prohibited.
If you are a director or a designated executive officer and planning to effect a
transaction in our securities, you must contact John W. Krichten, Corporate
Secretary and Treasurer, in advance. All other officers and employees are highly
recommended to contact John W. Krichten in advance of any transactions in our
securities.
BRIBERY, KICKBACKS AND OTHER IMPROPER PAYMENTS
The Company, our Board of Directors, officers and employees must
maintain high ethical and professional standards in all dealings.
o Do not directly or indirectly promise, offer or make payment in money or
anything of value to anyone, including a government official, agent or
employee of a government, political party, labor organization or business
entity, or a candidate of a political party, with the intent to improperly
induce favorable business treatment or to improperly affect business or
governmental decisions.
o Our Code does not take into account all local legal requirements. Where more
restrictive local laws exist, those take precedence. In general, the Company
does not consider ordinary and reasonable business entertainment or gifts of
insubstantial value that are customary and legal in the local market to be
improper.
o Document any entertainment of and gifts to customers and potential customers,
which individually exceed $250.
o Loans are not made by the Corporation to its Board members, officers or
employees. Loans may be made by our banking subsidiaries and will comply
with all federal and state laws, statutes and regulations.
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ACKNOWLEDGMENT
I, the undersigned, hereby acknowledge that I have received a copy of
the ACNB Corporation Code of Ethics. I further certify that I have reviewed the
Code of Ethics, and that I understand its provisions and what they require of
me. I understand that a violation of this Code of Ethics may result in the
termination of my employment and/or a request to resign.
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Date Signature
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