I. POLICY STATEMENT
Meridian Bank employees are required, as a condition of their employment, to adhere to our Ethics Policy (“Policy”).
One of the foundations of the banking system in the United States is the concept of “trust.” Banks must do everything possible to maintain the highest degree of integrity so that the public maintains that trust. Directors, officers, employees, contractors, consultants, agents and any other persons who represent Meridian Bank (together with its subsidiaries, the “Bank”) in the course of business (“Covered Persons”) are expected to conduct their affairs in a manner that reflects positively on the Bank’s reputation. Not only are conflicts of interest to be avoided, but the very appearance of such conflicts must also be avoided. Specifically, these individuals must:
This policy sets forth certain specific requirements in the pursuit of maintaining the public’s trust, but no policy can cite every possible instance in which conflict of interest or an appearance of a conflict of interest may arise. Covered persons are expected to avoid such conflicts in every instance.
II. GIFTS, ENTERTAINMENT, FAVORS AND LOANS
Covered Persons may not (1) solicit for themselves anything of value from anyone in return for any business service or confidential information of the Bank, or (2) accept anything of value (other than bona fide salary, wages and fees) from anyone in connection with the business of the Bank, either before, during or after a transaction is discussed or consummated, except for the following:
Cash may not be accepted in any amount, and gift certificates in excess of $100.00 are not acceptable.
Should a Covered Person be offered or given something of value beyond what is authorized within this Policy, that person must disclose the circumstances in writing to the EVP, Human Resources, who serves as the Bank’s Ethics Officer. The Ethics Officer may require the person to return the item in-question; otherwise, she/he will promptly disclose the situation to the Chief Executive Officer and the Board of Directors for ratification of the decision.
III. OTHER CONFLICTS
A. Covered Persons must avoid any and all other conflicts of interest and even the appearance of such conflicts. Full disclosure to the Board of Directors is required whenever such an appearance exists. Such conflicts or the appearance of such may include:
B. Covered persons must disclose the purchase or acquisition of any securities, warrants, or options to purchase securities at less than fair market value to the Ethics Officer immediately.
IV. USE OF OFFICIAL INFORMATION
All persons who work for Meridian Bank learn, to a greater or lesser degree, facts about the Bank’s customers and/or the Bank’s business methods or “secrets of success” which are not known to the general public or to competitors. For example, material in customer files, customer lists, the terms or fees offered to a particular customer or marketing or strategic plans, may give the Bank a strategic advantage, and must not be disclosed. Since Bank employees in the course of their jobs for which they receive Bank compensation, develop files, lists, plans and other materials, such resources are deemed to be the property of the Bank.
Additionally, our customers and suppliers entrust us with important, sensitive information relating to their businesses. The nature of this relationship requires maintenance of confidentiality. In safeguarding the information received, the Bank earns the respect and further trust of our customers and suppliers.
To ensure the integrity of our records, we prohibit false entries and activities that result in falsification of our records.
No one is permitted to remove, digitally duplicate or make copies of any Bank records, reports or documents without prior management approval. Disclosure of confidential information may result in termination of employment, or service to the Bank, as well as other possible formal legal action. Improper use or unauthorized disclosure of proprietary and/or confidential information may result in the initiation of legal proceedings, as well as disciplinary action.
V. EMPLOYMENT OF RELATIVES
All employees hired after January 2014 will be subject to the following Employment of Relatives provisions.
Relatives of existing employees may not be hired at the Vice President level or above unless approved by the Board of Directors. In instances where the Bank employs more than one member of a family, one may not supervise another directly, or indirectly, nor may more than one family member work in the same department or in the same process unless CEO approval is obtained. If the employees are unable to develop a workable solution, the CEO of the Bank will decide which employee will be transferred, if a suitable position is available. The CEO may also permit an exception to this rule, but must promptly disclose the situation to the Board of Directors for ratification of that decision.
For the purpose of this Policy, family members include siblings, the employee’s spouse, child, step-child, parent, parent-in-law, grandparent, grandparent-in-law, granddaughter, grandson, daughter-in-law, son-in-law, step-parent, domestic partner (a person with whom the employee’s life is interdependent and with whom the employee shares a mutual residence), and any relative living in the household of the employee or domestic partner.
Should two employees who work together or supervise each other enter into a personal, non-work related relationship, one or both employees may have to be transferred or terminated.
VI. USE OF BANK PROPERTY
A Covered Person may use and remove Bank property from the Bank only for business purposes, unless approved by his/her manager or in accord with policies adopted by the Board of Directors or a Committee of the Board. Bank property includes, but is not limited to:
VII. Honest and Ethical Conduct
The Bank's policy is to promote high standards of integrity by conducting its affairs honestly and ethically.
Each director, officer and employee must act with integrity and observe the highest ethical standards of business conduct in his or her dealings with the Bank's customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job.
The Bank's periodic reports and other documents filed with the FDIC, including all financial statements and other financial information, must comply with applicable federal securities laws and FDIC rules.
Each director, officer and employee who contributes in any way to the preparation or verification of the Bank's financial statements and other financial information must ensure that the Bank's books, records and accounts are accurately maintained and accurately and fairly reflect the transactions of the Bank in reasonable detail. Each director, officer and employee must cooperate fully with the Bank's accounting and internal audit departments, as well as the Bank's independent public accountants and counsel.
Each director, officer and employee who is involved in the Bank's disclosure process must:
IX. Corporate Opportunities
All directors, officers and employees owe a duty to the Bank to advance its interests when the opportunity arises. Directors, officers and employees are prohibited from taking for themselves personally (or for the benefit of friends or family members) opportunities that are discovered through the use of Bank assets, property, information or position. Directors, officers and employees may not use Bank assets, property, information or position for personal gain (including gain of friends or family members). In addition, no currently serving director, officer or employee may compete with the Bank.
Directors, officers and employees should maintain the confidentiality of information entrusted to them by the Bank or by its customers, suppliers or partners, except when disclosure is expressly authorized or is required or permitted by law. Confidential information includes all non-public information (regardless of its source) that might be of use to the Bank's competitors or harmful to the Bank or its customers, suppliers or partners if disclosed.
XI. Fair Dealing
Each director, officer and employee must deal fairly with the Bank's customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job. No director, officer or employee may take unfair advantage of anyone through manipulation, concealment, abuse or privileged information, misrepresentation of facts or any other unfair dealing practice.
XII. Reporting and Enforcement
Reporting and Investigation of Violations.
Actions prohibited by this Policy involving Directors and Executive Officers must be reported to the Audit Committee.
Actions prohibited by this Policy involving anyone other than a director or executive officer must be reported to the reporting person's manager or the Ethics Officer.
After receiving a report of an alleged prohibited action, the Audit Committee, the relevant manager or the Ethics Officer must promptly take all appropriate actions necessary to investigate.
All directors, officers and employees are expected to cooperate in any internal investigation of misconduct.
The Bank must ensure prompt and consistent action against violations of this Policy.
If, after investigating a report of an alleged prohibited action by a director or executive officer, the Audit Committee determines that a violation of this Policy has occurred, the Audit Committee will report such determination to the Board of Directors.
If, after investigating a report of an alleged prohibited action by any other person, the relevant manager or the Ethics Officer determines that a violation of this Policy has occurred, the manager or the Ethics Officer will report such determination to the General Counsel.
Upon receipt of a determination that there has been a violation of this Policy, the Board of Directors or the General Counsel will take such preventative or disciplinary action as it deems appropriate, including, but not limited to, reassignment, demotion, dismissal and, in the event of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities.
Each of the Board of Directors (in the case of a violation by a director or executive officer) and the General Counsel (in the case of a violation by any other person) may, in its discretion, waive any violation of this Policy.
Any waiver for a director or an executive officer shall be disclosed as required by FDIC and NASDAQ rules.
XIV. Prohibition on Retaliation.
The Bank does not tolerate acts of retaliation against any director, officer or employee who makes a good faith report of known or suspected acts of misconduct or other violations of this Policy.
Loans to and overdrafts by executive officers, directors or principal shareholders of the Bank are controlled by the Insider Borrowing Policy.
Other Covered Persons may be offered loans and deposit products with the same terms and conditions available to the public, unless otherwise approved by the Board of Directors. These persons are expected to maintain their personal account relationships and financial affairs in the same responsible manner that is expected of other customers and to manage debts in relation to income and net worth. Abuse of employee checking accounts, credit cards or loans obtained through the Bank is not in the best interest of the Bank and may result in revocation of these privileges.
XVI. COMPLIANCE/REPORTING – OBSERVATION OF APPLICABLE LAWS
The Bank will be compliant of all laws and regulations at all times, including but not limited to:
If a Covered Person does not feel comfortable using the Ethics Hotline, he or she may report in writing directly to the Audit Committee Chair as follows:
9 Old Lincoln Highway
Malvern, PA 19355
XVII. RELATION TO OTHER POLICIES
The Bank’s Whistleblower and Loans to Insiders (Regulation O) Policies are incorporated by reference into the Ethics Policy