CODE OF CONDUCT
Safeguarding Confidential Information
In the conduct of ordinary business, ConnectOne Bank, (herein referred to as "Company" or "CNOB"), and its employees have access to a variety of confidential personal and business information about its customers. This policy statement addresses the Company's philosophy and standards designed to protect proprietary information and respect the confidentiality of our customers. We do not disclose information about our customers or former customers to non affiliated third parties, except as permitted by law. As a financial institution, information is critical in providing the quality of service our customers have come to expect. However, we also know that our customers entrust us with highly confidential information and expect that we will protect that information. We must all maintain strict standards on safeguarding that information.
No Disclosure Outside of Exceptions
ConnectOne Bank will never divulge any confidential customer information except as required to conduct normal business. We do not sell information about our customers or former customers to nonaffiliated third parties. There are certain circumstances in which disclosure of customer or former customer information is required and permitted by law:
We may disclose information to third parties about your accounts or transactions you perform; (1) where it is necessary to complete transactions that a customer requested; (2) in order to verify the existence and condition of an account for a third party, such as credit reporting agency or merchant; (3) in order to comply with government authorities or court orders; or (4) if the customer gives us written authorization.
Confidentiality and Security
Each department of ConnectOne Bank maintains strict policies and procedures regarding customer information and data protection in specific operations. Employee access to customer information is restricted to information necessary to perform his/her individual job function in the normal course of business. Each employee shares in the responsibility for preserving the confidentiality of customer and corporate information. You must become familiar with the policies and procedures in your department. If you are unclear on a particular policy or procedure, please consult your supervisor immediately.
We maintain physical, electronic and procedural safeguards that comply with federal standards to guard our customers' non-public personal information. There are company-wide policies on data security relating to mainframe (database) access and personal computer use. In all forms of access to customer information, whether in person, telephone, ATM's, the Internet, etc., there are strict procedures in place to ensure that a customer's identity is verified prior to providing any information, whether through personal passwords, or other form of identifying information.
Confidential and/or sensitive information collected by ConnectOne Bank must not be used or disclosed for any reason other than the intended purpose and must be protected from misuse, including misuse that could result in identity theft. Using the Company's confidential information for personal profit or advantage or disclosing confidential information to unauthorized persons (including company employees as well as non-employees) is strictly prohibited.
The violation of this policy or any CNOB policy regarding the safeguarding of confidential information will lead to disciplinary action up to, and including, termination.
Ensure the Integrity of Records
All Company records must be accurate and maintained with reliability and integrity. Every transaction must be reflected in an accurate and timely manner. False entries and/or participation in any activities that lead to false entries will be subject to disciplinary action. Additionally, any employee who intentionally falsifies any CNOB document or record will be subject to disciplinary action, up to and including termination.
Tell the Truth
ConnectOne Bank's commitment to ethics in business includes a strong emphasis on candor and integrity. We must be truthful in all communications with one another, customers, internal and external auditors, regulators and attorneys. We must keep complete and accurate business records. Only by being honest and forthcoming will the Company maintain the respect and trust it needs to carry on its business operations successfully.
Know the Law
Every employee is expected to be familiar with the basic legal requirements that apply to his or her duties on the job. We can familiarize ourselves with the laws and regulations that apply to our work by receiving on-the-job training, reviewing applicable Company policies and procedures, attending related Company training, and of course, asking questions of our supervisors and Company attorneys.
When you need help understanding your legal obligations, you are expected to ask your supervisor or Laura Criscione, EVP, Chief Compliance Officer for instruction or advice.
Compliance with the Law
In accordance with the Bank Bribery Act, ConnectOne Bank prohibits employees, officers, directors, agents, and attorneys of the Company from soliciting, demanding, or accepting anything of value from any person intending to be influenced or rewarded in connection with any business or transaction of ConnectOne Bank.
This policy also prohibits anyone from corruptly giving, offering, or promising anything of value to any person, with the intent to influence or reward an officer, director, employee, agent, or attorney of ConnectOne Bank.
Members of the board of directors, management officials, and employees of ConnectOne Bank are expected to:
- Conduct the business of the Company in full compliance with both the letter and the spirit of the law and the guidelines established by this policy.
- Use confidential information properly.
- Recognize and avoid conflicts of interest, as defined on Page 7 below in the Conflicts of Interest Section.
- Protect ConnectOne Bank property, including information, products, services, and assets.
- Properly manage personal finances.
- Treat fairly and with respect all ConnectOne Bank employees, members, and others with whom they have dealings.
The acceptance of fees (including special discounts or any direct or indirect payment of money or property) and other items of value in return for services the Company renders are generally prohibited. The following exceptions may be allowable:
- Payments of bona fide salary, wages, and fees or other compensation, whether paid or reimbursed, when these payments are made in the usual course of business by CNOB;
- Acceptance of gifts, gratuities, or favors based on obvious family or personal relationships (with parents, children, or spouses of ConnectOne Bank officials) where circumstances are clear that the relationship rather than CNOB business is the motivating factor;
- Acceptance of meals, refreshments, or entertainment of nominal value* in the course of a meeting or occasion while holding a bona fide business discussion, provided these expenses are otherwise reimbursable by the Company as a justifiable business expense;
- Except where prohibited by law, the acceptance of loans from banks or other financial institutions, provided such transactions are made with the customary terms and are used to finance legitimate and usual activities by ConnectOne Bank officials, such as for a home mortgage;
- Acceptance of unsolicited promotional materials of nominal value* such as pens, calendars, etc.;
- Acceptance of discounts or rebates on merchandise or services, provided they do not exceed those that are available to other ConnectOne Bank members or the general public;
- Acceptance of gifts of nominal value* on the occasion of recognized events such as job promotions, new jobs, weddings, retirements, or religious celebrations;
- Acceptance of civic, charitable, educational, or religious awards in recognition of a service performed or an accomplishment.
Other activities not identified in this policy may be acceptable on a case-by-case basis with prior written approval from the Senior Management Team.
If officers, employees, directors, committee members, agents or attorneys of ConnectOne Bank are offered or receive anything of value beyond what is authorized in this policy, that person must disclose the following information in writing to the CEO, President or Executive Vice President.
- the gift offered or accepted;
- the name of the donor and his/her company affiliation;
- the value of the gift;
- the circumstances surrounding receipt of the gift.
The Board of Directors will review the disclosures and determine what is acceptable and reasonable and does not pose a threat to the integrity of CNOB. Officials of CNOB must disclose all potential conflicts of interest, including those where the person has inadvertently been placed in a situation due to either a business or personal relationship.
Each employee, officer and director should undertake to deal fairly with the Company's customers, suppliers, competitors and employees. No employee should enter into an arrangement with a customer, competitor or supplier that violates or has the appearance of violating any law or regulation governing competition. Additionally, no one should take advantage of another through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practices. Accordingly, every employee must follow the following guidelines at all times:
- You must be truthful to customers, suppliers, and the government in all business dealings.
- You must not use or provide to a third party any business information for personal gain.
- You must not give or accept bribes, kickbacks, promises or preferential extensions of credit.
- You must handle all transactions, contracts and commitments based on objective business standards to avoid favoritism or perceived favoritism.
- You must not conspire or collude in any way with competitors.
Protection and Proper Use of Company Property
All employees, officers and directors have a duty to protect the Company's property and assets and ensure their efficient and proper use. All Company assets should be used for legitimate business purposes and in accordance with Company policies. The use of Company electronic systems, including the telephone system and computer systems and any Company issued equipment must be in accordance with the Technology Related Policies set forth in the Company's Employee Manual.
Conflicts of Interest
It is the responsibility of each employee to ensure that they remain free from any potential personal or private business interests that might adversely influence his or her judgment as an CNOB employee. Compliance with this policy is a condition of employment with CNOB. Employees of CNOB should avoid situations where their personal interests could conflict with, or even appear to conflict with, the interests of the Company.
A "conflict of interest" occurs when your personal interests interfere or even appears to interfere in any way with the interests of the Company. You are expected to avoid all situations that might lead to a real or perceived conflict between your self-interest and your duties and responsibilities as an employee, officer or director of the Company.
Any position or interest, financial or otherwise, which could materially conflict with your performance as an employee, officer or director of the Company, or which affects or could reasonably be expected to affect your independence or judgment concerning transactions between the Company, its customers, suppliers or competitors or otherwise reflects negatively on the Company would be considered a conflict of interest.
You shall not represent the Company in any transaction with respect to which you have any material connection or financial interest. Without limiting the scope of the term, a "material connection" includes the involvement of any family member or close personal friend. "Family member" includes spouse, son, daughter, parent, sister, brother, grandparent, grandchild, aunt, uncle, niece, nephew, cousin, father-in-law, mother-in-law, sister-in-law, brother-in-law or any other members of a household who are not otherwise included in this list of relatives. The transactions covered by this rule include, but are not limited to, approval of Bank overdrafts authorizing or accepting checks on uncollected funds, waiving Bank charges or other nominal fees, making loans, waiving financial statements or similar activities.
As an officer or employee of the Company, you should refuse to serve personally as an executor, trustee, or guardian of an estate or trust of a customer unless the customer is a relative of the employee.
Officers and employees of CNOB must not:
- Invest in a customer's business unless the investment is made by the purchase of stock that is actively traded and the Company has no access to confidential information relating to the business; or
- Subscribe to new issues of stock in a customer's business; or
- Invest in a customer's business or enable others to do so as a result of material inside information.
As a condition of your employment, you will be required to complete an initial Conflicts of Interest Disclosure Form and then an Annual Employee Conflicts of Interest Disclosure Form. If during the course of the year, circumstances change relating to conflicts of interest or potential conflicts of interest, you are also required to update your Conflict of Interest Disclosure Form within 30 days of that change in circumstance.
Outside Business Relationships
Before agreeing to act as a director, officer, consultant, or advisor for any other business organization, as an officer or employee of the Company, you must report in writing to and receive approval in writing by the Company's CEO / President and/or Executive Vice President in order to avoid any conflicts of interest and to maintain independence.
Acceptance of outside employment by officers and employees of the Company, other than as director, officer, consultant, or advisor as described above must also be reported in writing to and approved in writing by the Company's CEO / President and/or Executive Vice President.
Directors should disclose all new directorships or potential directorships to the Board of Directors or its Executive Committee in order to avoid any conflicts of interest and to maintain independence.
Outside activities of whatever nature cannot be permitted to interfere with an employee, or Officer's attendance and/or job performance or with the CNOB's reputation as a trusted financial institution.
It is also unethical and illegal to buy, sell or trade or otherwise participate in transactions involving the common stock or other security of any company while in possession of similar non-public material information concerning such company. Any questions concerning the propriety of participating in a transaction involving the stock of the Company or the stock of another company stock or any other security transaction should be directed to the EVP/CFO.
Extensions of Credit
CNOB may extend credit to any executive officer, director, or principal shareholder of the Company only on substantially the same terms as those prevailing for comparable transactions with other persons or that may be available to bank employees generally as permitted by and in accordance with Regulation O of the Board of Governors of the Federal Reserve System.
A Duty to Report
As part of its commitment to ethical and legal behavior, CNOB requires its employees to report to the Company any actual or apparent violations of law so that they can be investigated and dealt with. Failure to comply with this duty to come forward is a violation of policy and can result in disciplinary action, up to and including termination.
Procedure for Reporting
Normally, you should take issues to your immediate supervisor. However, if you are not comfortable doing that, you may speak with:
- Any member of management at your branch
- A member of management at the headquarters location
- Laura Criscione, EVP/CCO at (201) 816-8900 ext. 6001
If you are not comfortable using any of the reporting methods above, you may call the contact the Chair of the Audit Committee of the Board of Directors at 201-567-4100
CNOB prohibits retaliation of any kind against individuals who have made good faith reports of, or cooperated in the investigation of, complaints of violations of this Code of Business Conduct and Ethics or other known or suspected illegal or unethical conduct.
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