Exhibit 14.1
CODE OF ETHICS
FOR THE
SENIOR FINANCIAL OFFICERS,
EXECUTIVE OFFICERS AND DIRECTORS
OF
CENTER BANCORP, INC.
1. PURPOSE
The Board of Directors (the "Board") of Center Bancorp, Inc. (the "Company") has
adopted the following Code of Ethics (the "Code") to 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 (together with the Senior
Financial Officers, the "Participants"). This Code is intended to focus the
Participants on areas of ethical risk, provide guidance to help them recognize
and deal with ethical issues, provide mechanisms to report unethical conduct,
foster a culture of honesty and accountability, deter wrongdoing and promote
fair and accurate disclosure and financial reporting.
This Code of Ethics has been prepared to help you understand and abide by our
policies and procedures. We expect that you will comply with this Code of
Ethics; be generally aware of laws and regulations that apply to your job or
area of responsibility; and recognize sensitive issues that require more
detailed analysis by senior executives and/or counsel.
Overall, the purpose of our Code of Ethics 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 Ethics; and
o accountability for adherence to the Code of Ethics.
No code or policy can anticipate every situation that may arise. Accordingly,
this Code is intended to serve as a source of guiding principles. Participants
are encouraged to bring questions about particular circumstances that may
involve one or more of the provisions of this Code to the attention of the Chair
of the Audit Committee, who may consult with legal counsel as appropriate.
2. INTRODUCTION
Each Participant is expected to adhere to a high standard of ethical conduct and
shall be held accountable for any failures to comply with this Code. The good
name of the Company depends on the manner in which Participants conduct business
and the way the public perceives that conduct. Unethical actions, or the
appearance of unethical actions, are not acceptable. Participants are expected
to be guided by the following principles in carrying out their responsibilities.
o LOYALTY. Participants should not be, or appear to be, subject
to influences, interests or relationships that conflict with
the best interests of the Company.
o COMPLIANCE WITH APPLICABLE LAWS. Participants are expected to
comply with all laws, rules and regulations applicable to the
Company's activities.
o OBSERVANCE OF ETHICAL STANDARDS. Participants must adhere to
high ethical standards in the conduct of their duties. These
include honesty and fairness.
3. INTEGRITY OF RECORDS AND FINANCIAL REPORTING
Senior Financial Officers are responsible for the accurate and reliable
preparation and maintenance of the Company's financial records. Accurate and
reliable preparation of financial records is of critical importance to proper
management decisions and the fulfillment of the Company's financial, legal and
reporting obligations. Diligence in accurately preparing and maintaining the
Company's records allows the Company to fulfill its reporting obligations and to
provide shareholders, governmental authorities and the general public with full,
fair, accurate, timely and understandable disclosure. Senior Financial Officers
are responsible for establishing and maintaining adequate disclosure controls
and procedures, and internal controls and procedures, including procedures that
are designed to enable the Company to: (a) accurately document and account for
transactions on the books and records of the Company; and (b) maintain reports,
vouchers, bills, invoices, payroll and service records, business measurement and
performance records and other essential data with care and honesty.
Participants shall immediately bring to the attention of the Audit Committee any
information they may have concerning:
(a) Defects, deficiencies, or discrepancies related to the design or
operation of internal controls which may affect the Company's ability to
accurately record, process, summarize, report and disclose its financial data;
or
(b) Any fraud, whether or not material, that involves management or
other employees who have roles in the Company's financial reporting, disclosures
or internal controls.
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4. CONFLICT OF INTEREST
Participants must avoid any conflicts of interest between themselves and the
Company. Any situation that involves, or may involve, a conflict of interest
with the Company, should be disclosed promptly to the Chairperson of the Audit
Committee, who may consult with legal counsel as appropriate.
A "conflict of interest" can occur when an individual's personal interest is
adverse to - or may appear to be adverse to - the interests of the Company as a
whole. Conflicts of interest also arise when an individual, or a member of his
or her family, receives improper personal benefits as a result of his or her
position with the Company.
This Code does not attempt to describe all possible conflicts of interest which
could develop. Some of the more common conflicts from which Participants must
refrain, however, are set forth below:
- IMPROPER CONDUCT AND ACTIVITIES. Participants may not engage
in any conduct or activities that are inconsistent with the
Company's best interests or that disrupt or impair the
Company's relationship with any person or entity with which
the Company has, or proposes to enter into, a business or
contractual relationship.
- COMPENSATION FROM NON-COMPANY SOURCES. Participants may not
accept compensation for services performed for the Company
from any source other than the Company. Participants should
obtain the approval of the Audit Committee prior to accepting
any paid employment or consulting position with another
entity.
- GIFTS. Participants and members of their immediate families
may not accept gifts from persons or entities where any such
gift is being made in order to influence their actions in
their position with the Company, or where acceptance of the
gifts could create the appearance of a conflict of interest.
- PERSONAL USE OF COMPANY ASSETS. Participants may not use
Company assets, labor or information for personal use, other
than incidental personal use, unless approved by the Chair of
the Audit Committee or as part of a compensation or expense
reimbursement program.
- FINANCIAL INTERESTS IN OTHER BUSINESSES. Participants should
avoid having an ownership interest in any other enterprises,
such as a customer, supplier or competitor, if that interest
compromises, or has the appearance of compromising, the
officer's loyalty to the Company.
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5. CORPORATE OPPORTUNITIES
Participants are prohibited from: (a) taking for themselves personally
opportunities related to the Company's business without first presenting those
opportunities to the Company and obtaining approval from the Board; (b) using
the Company's property, information, or position for personal gain; or (c)
competing with the Company for business opportunities.
6. CONFIDENTIALITY
Participants should maintain the confidentiality of information entrusted to
them by the Company and any other confidential information about the Company,
its business or finances, customers or suppliers, that is delivered to them,
from whatever source, except when disclosure is authorized or legally mandated.
For purposes of this Code, "confidential information" includes all non-public
information relating to the Company, its business or finances, customers or
suppliers.
7. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Participants shall comply with all laws, rules and regulations applicable to the
Company, including insider trading laws, and all other Company policies.
Transactions in Company securities are governed by the Company's Insider Trading
Policy.
8. ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR
Participants must promote ethical behavior and create a culture of ethical
compliance. Senior Financial Officers should foster an environment in which the
Company: (a) encourages employees to talk to supervisors, managers and other
appropriate personnel when in doubt about the best course of action in a
particular situation; (b) encourages employees to report violations of laws,
rules and regulations to appropriate personnel; and (c) informs employees that
the Company will not allow retaliation for reports made in good faith.
9. DEALING WITH COMPETITORS AND SUPPLIERS
Participants are prohibited from entering into any agreements or understandings
which violate antitrust or unfair competition laws. The following is a
representative list of the types of arrangements with competitors which have
been clearly identified as violations of antitrust and competition laws:
a. Agreements to fix or affect prices, or other terms or
conditions of sale.
b. Agreements to allocate customers, markets or territories.
c. Agreements to fix production levels or quotas.
d. Agreements to boycott third parties.
e. Agreements with a customer concerning the price or price
levels at which the customer can resell Company products.
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A formal agreement is not necessary for there to be an antitrust or unfair
competition law violation. For example, discussions among competitors followed
by similar actions by competitors may be found to violate the law. Participants
must be extremely careful not to discuss any prohibited subject with competitors
generally, and Participants should be mindful of antitrust and unfair
competition laws in the context of all individual discussions or relationships
with industry counterparts. Particular attention should be paid to your
activities at trade association meetings which, by definition, are groups
consisting of competitors. No Participants shall attend any trade association or
similar meeting unless it has been called for a valid business purpose. Should
any Participant perceive that any improper discussion is taking place at a trade
association meeting or at any other time, such Officer should immediately demand
that the discussion cease and, if it does not, leave (or hang up the telephone)
immediately and report the incident as soon as possible to Chair of the Audit
Committee. Violations of antitrust laws can result in heavy civil fines and
criminal penalties at both the corporate and individual levels.
10. E-MAIL/INTERNET POLICY
All Company supplied computer systems, including computer hardware and software
programs, and Company related proprietary, confidential, or privileged
information, are the property of the Company and not the employee. These
systems, including the Internet and Email, should be used for Company business
only and should not be used to transmit unsecured Company-related proprietary,
confidential, or privileged information outside the Company, without proper
business purpose and appropriate security measures. The Company has the right to
monitor any employee's Email and Internet usage.
11. ENFORCEMENT
Participants shall communicate any suspected violations of this Code promptly to
the Chair of the Audit Committee. The Board or a person or persons designated by
the Board will investigate violations, and appropriate disciplinary action will
be taken by the Board in the event of any violation of the Code, up to and
including termination. Only the Board may grant any waivers of this policy.
There will be no retribution against any person for good faith reporting of
suspected policy violations; however, sources of information will not be
protected from possible disciplinary action if they report in bad faith or have
otherwise engaged in misconduct.
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