General Code
applicable to all Directors,
Officers and Employees
Exhibit 14.1
COMMUNITY BANK SYSTEM, INC.
Approved by Board
11/19/03
CODE OF ETHICS
I. OVERVIEW
Community Bank System, Inc.'s Code of Ethics sets forth the guiding principles
by which we operate our company and conduct our daily business with our
shareholders, customers, vendors and with each other. These principles apply to
all of the directors, officers and employees of Community Bank System, Inc. and
all of its wholly-owned financial services subsidiaries (referred to in this
Code as the "Company" or "CBSI").
The CBSI Code of Ethics covers a wide range of business practices and
procedures. It does not cover every issue that may arise, but sets forth basic
governing principles. If you have any questions about complying with this Code
or other laws, regulations, or Company procedures, you should ask your
supervisor for direction.
The Chief Executive Officer, Chief Financial Officer and Chief Accounting
Officer and other senior executive officers are also covered by a separate Code
of Ethics for Senior Executive Officers. In addition, because CBSI is a large
and diverse financial services organization with a variety of businesses,
customers and products, separate and more specific rules and codes of conduct
apply to employees of particular units of CBSI's business.
II. PRINCIPLES
Complying with Laws, Regulations, Policies and Procedures
All directors, officers and employees of the Company are expected to understand,
respect and comply with all of the laws, regulations, policies and procedures
that apply to them in their position with the Company. Employees are responsible
for talking to their manager or compliance officer to determine which laws,
regulations and Company policies apply to their position and what training may
be appropriate to promote compliance.
Directors, officers and employees are directed to consult other more specific
policies and procedures applicable to them which are available through the Human
Resource Department, compliance officers or through business units supervisors.
Conflicts of Interest
All directors, officers and employees of the Company should be scrupulous in
avoiding any action or interest that might lead to a real or apparent material
conflict between their self-interest
and their duties and responsibilities as a director, officer or employee of the
Company. A "conflict of interest" exists whenever an individual's personal
interests interfere or conflict in any material way (or appear to interfere or
conflict) with the interests of the Company. A conflict situation can arise when
an employee, officer or director takes actions or has interests that may make it
difficult to perform his or her work for the Company objectively and
effectively. Conflicts of interest may also arise when a director, officer or
employee or a member of his or her family receives improper personal benefits as
a result of his or her position with the Company, whether from a third party or
from the Company. Employees are encouraged to utilize CBSI's products and
services, but this should generally be done on the basis of programs available
to employees generally and as approved by the Board of Directors.
Conflicts of interest are prohibited as a matter of Company policy. Conflicts of
interest may not always be clear-cut, so if a question arises, an officer or
employee should consult with higher levels of management or the Chair of the
Audit Committee. Any employee, officer or director who becomes aware of a
conflict or potential conflict should bring it to the attention of a supervisor,
manager or other appropriate personnel.
Corporate Opportunities
Directors, officers and employees are prohibited from (a) availing themselves of
personal opportunities that properly belong to the Company or are discovered
through the use of corporate property, information or position; (b) using
corporate property, information or position for personal gain; or (c) competing
with the Company. Directors, officers and employees owe a duty to the Company to
advance the Company's legitimate interests when the opportunity to do so arises
and does not violate federal, state or local laws and any applicable rules or
regulations.
Confidentiality
Directors, officers and employees must maintain the confidentiality of
confidential information entrusted to them by the Company or its suppliers or
customers, except when disclosure is specifically authorized by legal counsel or
required by laws, regulations or legal proceedings. Confidential information
includes all non-public information that might be of use to competitors of the
Company or harmful to the Company or its customers or employees if disclosed.
Fair Dealing
We seek to outperform our competition fairly and honestly. We seek competitive
advantages through superior performance, never through unethical or illegal
business practices. Stealing proprietary information, possessing or utilizing
trade secret information that was obtained without the owner's consent or
inducing such disclosures by past or present employees of other companies is
prohibited.
Each director, officer and employee is expected to deal fairly with the
Company's customers, suppliers, competitors, and vendors. No one should take
unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any other unfair
dealing.
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Protection and Proper Use of Company Assets
All directors, officers and employees should protect the Company's assets and
ensure their efficient use. All Company assets should be used for legitimate
business purposes.
Insider Trading
It is both unethical and illegal to buy, sell, trade or otherwise participate in
transactions involving CBSI stock or securities of other companies while in
possession of material information regarding the company that has not been
released to the general public. All nonpublic information about CBSI or its
affiliates should be considered confidential information. To use nonpublic
information for personal benefit or to "tip" others who might buy or sell stock
on the basis of such information is illegal and a violation of the Company's
Policy Prohibiting Insider Trading.
Public Company Reporting
As a public company, it is of critical importance that CBSI's filings with the
Securities and Exchange Commission be accurate and timely. Depending on their
position with the Company, an employee, officer or director may be called upon
to provide necessary information to assure that the Company's public reports are
complete, fair and understandable. CBSI expects employees, officers and
directors to take this responsibility very seriously and to provide prompt
accurate answers to inquiries related to CBSI's public disclosure requirements.
Financial Statements and Other Records
All of the Company's books, records, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the Company's
transactions and must conform both to applicable legal and accounting
requirements and to the Company's system of internal controls.
Records should always be retained or destroyed according to the Company's record
retention policies. In accordance with those policies, in the event of
litigation or governmental investigation an employee should consult with his or
her supervisor and legal counsel.
III. REPORTING ILLEGAL OR UNETHICAL BEHAVIOR
Reporting Illegal or Unethical Behavior
Employees, officers and directors who suspect or know of violations of this Code
or illegal or unethical business or workplace conduct by employees, officers or
directors have an obligation to contact either their supervisor or superiors or
the appropriate contact in CBSI's compliance or audit departments. If the
individuals to whom such information is conveyed are not responsive, or if there
is reason to believe that reporting to such individuals is inappropriate in
particular
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cases, then the employee, officer or director should contact the Chair of the
Audit Committee or legal counsel for the Company. Such communications will be
kept confidential to the extent feasible and subject to applicable law and
regulations.
Accounting Complaints
CBSI's policy is to comply with all applicable financial reporting and
accounting regulations. If any director, officer or employee of the Company has
unresolved concerns or complaints regarding questionable accounting or auditing
matters of the Company, then he or she is encouraged to submit those concerns or
complaints (anonymously, confidentially or otherwise) to the Chair of the Audit
Committee. Subject to its legal duties and applicable law, the Chair of the
Audit Committee and the Audit Committee of the Board will treat such submissions
confidentially to the extent possible.
Non-Retaliation
CBSI prohibits retaliation of any kind against individuals who have made good
faith reports or complaints of violations of this Code or other known or
suspected illegal or unethical conduct.
IV. AMENDMENT, MODIFICATION AND WAIVER
This Code may be amended or modified by the Board of Directors of CBSI. Waivers
or deviations from this Code may only be granted by the CBSI Board of Directors.
Any waivers will be disclosed as required by the Securities Exchange Act of 1934
and the rules thereunder and the applicable rules of the New York Stock
Exchange.
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