EXHIBIT 14
MID PENN BANCORP, INC. AND MID PENN BANK
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEE
CODE OF ETHICS
Board Approved: June 25, 2003
Last Revision Date: February 22, 2006
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The Directors, the CEO, the CFO, the employees and individuals
designated as "Insiders" in Mid Penn Bancorp, Inc. and Mid Penn Bank (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 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 or
you may find certain topics also covered in the Employee
Reference Handbook. 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 laws, 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 to Beverly S. Hand, our Corporate Compliance Officer, or
by following the procedures in the Whistleblower Policy
located in the Company's Employee Reference Handbook.
o If you have a question about a topic covered in this Code,
please review Mid Penn's Employee Reference Handbook. If you
still have a concern regarding any unethical or illegal
conduct, please contact Beverly S. Hand, our Corporate
Compliance Officer, or follow the guidelines in the
"Whistleblower" section of the Company's Employee Reference
Handbook.
Conflicts of Interest
A "conflict of interest" exists any time you face a choice between what
is in your 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 you act with great care to avoid even the
appearance that your 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 Beverly S.
Hand, our Corporate Compliance Officer, immediately.
Ownership Interests
Board of Directors approval is required for the Company to do business
with a company in which a member of the Board of Directors, an officer, an
employee or a family member of a director, officer or employee owns - directly
or indirectly - an interest. Any loan requests by executive officers and
directors will need final approval by the Board of Directors and must be in
compliance with Regulation O.
Gifts, Meals, Services and Entertainment
You 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 you would reasonably expect to give
something similar in return in the normal course of business.
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 Exchange
Commission and other public communications made by the Company.
o All employees, officers and directors are required to respond
honestly and candidly when dealing with the bank's independent
and internal auditors, regulators and attorneys.
Safeguarding Confidential Information
Trade secrets and other proprietary information of the Company and its
customers and suppliers, employee data, information about the Company's
customers and suppliers, and all other non-public information that might be of
use to the Company's competitors or harmful to the Company or its customers, if
disclosed, is confidential information. Confidential information should be
protected by all Covered Persons and, except to the extent legally required or
specifically authorized by an appropriate representative of the Company, should
not be disclosed to persons inside or outside the Company who do not have a
legitimate, work-related need to know such information. The loss of this
information through inadvertent or improper disclosure could be harmful to the
Company and its customers and suppliers.
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. Please review
the Insider Trading Policy and the Employee Handbook for details on our insider
trading policy.
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,
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, regular scheduled purchases of the Company
stock within plans are not prohibited.
If you are planning to effect a transaction in our securities, you must contact
Beverly S. Hand, our Corporate Compliance Officer, in advance.
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 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.
o Loans are not made by the Company 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.
o Do not solicit for yourself or for a third party (other than
the Company itself) anything of value from anyone in return
for any business, service or confidential information of the
Company.
o Do not accept anything of value (other than bona fide salary,
wages and fees referred to in 18 U.S.C. 215(c)) from anyone in
connection with the business of the Company, either before or
after a transaction is discussed or consummated.
Reporting Standards
Full, fair, accurate, and timely reporting of all financial matters is
a high priority. Periodic reports to the SEC and other regulatory entities must
be comprehensive, timely, and accurate. Any discrepancies or shortcomings
discovered through the reporting process must immediately be brought to the
attention of senior management, and where appropriate, the Audit Committee and
Board of Directors. In the event you feel that your reporting of these issues is
not adequately resolving the issue, you should follow the procedures described
in the Whistleblower Policy as contained in the Company's Employee Reference
Handbook.
ACKNOWLEDGEMENT
I, the undersigned, hereby acknowledge that I have received a copy of
the Mid Penn Bancorp, Inc. and Mid Penn Bank Code of Ethics, as revised February
22, 2006. 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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