Exhibit 99.1
CODE OF CONDUCT
FOR
EMPLOYEES
OF
CENTER BANCORP, INC. AND ITS SUBSIDIARIES
I. PURPOSE
This Code of Conduct has been prepared to help all employees understand
and comply with our policies and procedures. This Code of Conduct does not apply
to the Company's Chief Executive Officer; Chief Financial Officer; Chief
Accounting Officer; Controller; Treasurer; and any other person performing
similar functions (collectively, the "Senior Financial Officers"), all other
executive officers of the Company and all of the directors of the Company,
inasmuch as such Senior Financial Officers, executive officers and directors are
subject to a separate code of ethics. Overall, the purpose of our Code of
Conduct is to deter wrongdoing and promote:
o honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
o full, fair, accurate, timely and understandable disclosure in
reports and documents that we file with, or submit to, the SEC
and in other public communications made by us;
o compliance with applicable governmental laws, rules and
regulations;
o prompt internal reporting of code violations to an appropriate
person or persons identified in this Code of Conduct; and
o accountability for adherence to the Code of Conduct.
II. POLICY
The Company is committed to the highest ethical standards and to
compliance with all applicable laws and regulations. It is the obligation of our
employees to:
o Conduct themselves honestly and ethically;
o Avoid conflicts of interest, and disclose to their immediate
supervisors any relationship that appears to constitute a
conflict of interest; and
o Comply with applicable governmental laws, rules and
regulations.
III. DUTY TO REPORT VIOLATIONS
You are responsible for reporting in good faith to the Company any
circumstances that you believe may constitute a violation of this Code of
Conduct. You should report suspected violations to your immediate supervisor.
Supervisors receiving such reports are required to disclose such reports to the
Chief Executive Officer of the Company. The Company will investigate these
matters. There will be no action taken against you for good faith reporting of
suspected policy violations; however, you will not be protected from possible
disciplinary action if you report in bad faith or have otherwise engaged in
misconduct.
The Chief Executive Officer or the Chief Executive Officer's designee
will investigate all asserted violations of this Code of Conduct. Waivers of
this Code of Conduct with respect to conduct by any employee also must be
approved by the Chief Executive Officer or the Chief Executive Officer's
designee.
IV. ETHICAL BUSINESS PRACTICES
The Company requires that you maintain lawful and ethical business
practices at all times. Examples of certain prohibited activities are set forth
below. These examples are intended to highlight some prohibited practices, but
they do not address every kind of prohibited practice.
1. BRIBERY. Use of Company funds or property for illegal, unethical or
otherwise improper purposes, including bribes, kickbacks and payoffs, is
prohibited.
2. POLITICAL CONTRIBUTIONS AND ACTIVITIES. In the United States,
federal and many state laws prohibit corporations from making direct political
contributions to candidates. No employee may make any political contribution of
any kind, on the federal, state, or local level, in the name of the Company, or
use Company funds or materials for this purpose. You should not make political
contributions based on a promise to be reimbursed by the Company.
3. GIFTS AND ENTERTAINMENT. You and members of your family must not
solicit nor accept loans, fees, services, or monetary gifts of any kind from
suppliers, customers or others dealing with the Company. To the extent permitted
by law, you may accept unsolicited non-monetary gifts or entertainment which
conform to customary business practices and are not of significant value. Should
you accept such gifts or entertainment, you must not give the person or entity
offering such gifts or entertainment any preferential treatment.
V. CONFLICTS OF INTEREST AND OUTSIDE ASSOCIATIONS AND ACTIVITIES
You have a duty to avoid business, financial, or other relationships
that might conflict with the Company's interests or impair or influence your
ability to discharge your duties. There are potential conflicts of interest
inherent in certain situations such as when:
1. You or a member of your family has a direct or indirect financial
interest in, or obligation to, an actual or potential competitor, supplier, or
customer. (This does not include small stock ownership in publicly traded
companies).
2. You conduct business on behalf of the Company with a supplier or
customer in which a relative of yours is a representative, officer or director.
3. You acquire real property, leaseholds, patents, or other property or
rights in which the Company has, or you have reason to believe that the Company
is likely to have, an interest.
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VI. CONFIDENTIAL INFORMATION AND TRADING STOCK IN A PUBLIC COMPANY
It is illegal and against Company policy for you to buy or sell Company
stock, when in possession of "inside information".
As a general matter, inside information is any material, nonpublic
information concerning a company or its business. Information may be considered
"material" if (1) it would likely be considered important to an investor in
deciding whether to purchase or sell the Company's securities, or (2) would
reasonably be expected to have an impact on the price of the Company's stock if
the information were publicly released. For example, inside information might
include information relating to proposed acquisitions, important financial data,
major new contracts, research projects, the status of a product in the
governmental approval process, or significant management changes.
Even after information is publicly released, it should still be
considered nonpublic until a sufficient amount of time has passed for the
information to become generally available to, and absorbed by, the investing
public. While the amount of time that must pass for information to be considered
public may vary depending on the circumstances, generally information may be
considered to be public 48 hours following its release to the investing public.
VII. COOPERATING WITH GOVERNMENT AUTHORITIES. It is the policy of the Company to
cooperate with governmental investigations or inquiries. Accordingly, if you
reasonably believe that a government investigation or inquiry is in progress,
you should communicate that information immediately to your immediate
supervisor.
You should never:
a. Destroy or alter any Company documents in anticipation of a
request for those documents from any government agency or judicial authority.
b. Make any false or misleading statements to any governmental
investigator during an investigation.
c. Attempt to cause any other Company employee or any other
person to fail to provide information to a government investigator, or to
provide false or misleading information.
VIII. COMPANY DISCLOSURE OBLIGATIONS. As a public company, the Company is
required to make disclosures about its activities and operations in quarterly
reports filed shortly after the end of its first three fiscal quarters and in an
annual report filed shortly after the end of its fiscal year. It is the policy
of the Company to make full, fair, accurate, timely and understandable
disclosure in reports and documents that it files with, or submits to, the SEC
and in other public communications made by the Company. While the disclosure
rules are complex, essentially the Company is obligated to disclose anything
that a reasonable investor would want to consider in deciding whether to
purchase or sell the Company's stock. If you are aware of an act or omission
which you believe satisfies this standard and you do not believe that such act
or omission has been disclosed by the Company, you should describe that
information to your immediate supervisor.
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All information provided to immediate supervisors pursuant to this Code of
Conduct are to be communicated by such immediate supervisor to the Chief
Executive Officer of the Company of the Chief Executive officer's designee.
EFFECT OF THIS CODE OF CONDUCT. NOTHING PROVIDED FOR IN THIS CODE IS INTENDED TO
CREATE A CONTRACT OF EMPLOYMENT FOR ANY INDIVIDUAL. Employees may terminate
their employment whenever they wish and for whatever reason, just as the Company
may terminate an individual's employment at any time and for any reason.
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