As Adopted by the Board of Directors of ParkeBank on March 16, 2004
Preface. This Code of Ethics of ParkeBank (the “Bank”) applies to all directors, officers and employees of the Bank, including the principal executive officer, the principal financial officer and the principal accounting officer or controller, as well as to any other person performing similar functions (“Senior Financial Officers”).
The Bank expect the Senior Financial Officers, as well as all of the directors and employees of the Bank, to act in accordance with the highest standards of personal and professional conduct in all aspects of their employment and association with the Bank, to comply with all applicable laws, rules and regulations, and to adhere to the policies and procedures adopted by the Bank governing professional conduct.
Duties. Each person subject to the Code of Ethics must:
- Engage in honest and ethical conduct and proactively promote such conduct in the workplace.
- Avoid real or perceived conflicts of interest between the private interest of the individual and the interest of the Bank, as when an individual receives improper personal benefits as the result of his or her position with the Bank, or when the individual has other duties, responsibilities or obligations that run counter to his or her duties to the Bank.
- Disclose to the Bank’s Ethics Officer or to the Audit Committee any transaction or relationship that reasonably could be expected to give rise to a real or perceived conflict of interest.
- Promote the production of full, fair, accurate, timely and understandable disclosure in reports and documents that the Bank files with the Federal Deposit Insurance Corporation (“FDIC”) pursuant to the Securities Exchange Act of 1934, as amended, and other regulatory authorities, as well as in other public communications made by the Bank.
- Comply with, and take all reasonable measures to ensure the Bank’s compliance with, all applicable governmental laws, rules and regulations.
- Promptly report any questionable behavior as described below under “Reports of Violations.”
Reports of Violations. An employee, officer or director has a duty to promptly report to his/her supervisor, if applicable, and to the Ethics Officer, any action that he or she reasonably believes to constitute a violation of this Code of Ethics. The reporting individual may at his or her election submit a report in writing and may submit such report anonymously if he or she so chooses. If an individual has no supervisor, such report must be made to the Board of Directors, or alternatively to one or more members of the Audit Committee. No retaliatory action will be taken against any person reporting a violation.
Accountability, Enforcement and Penalties for Non-compliance. All persons subject to the Code of Ethics are on notice that they will be held accountable for their adherence to the Code and that their continued employment by the Bank or its subsidiaries depends on their full compliance with the policies and duties stated in this Code.
The Code of Ethics is part of the personnel policies of the Bank. Accordingly, formal warnings, suspension and termination shall be used as remedies and penalties for violations of this Code as the nature and circumstances of the violations warrant. The Ethics Officer will promptly notify the Board of Directors of any violation of the Code. The Board of Directors will review any violation of this Code brought to its attention and will indicate in the minutes of the Board Meeting the specific measures adopted by the Board to correct the violation.
Violations of this Code of Ethics may also constitute violations of law and may result in civil and criminal penalties for the officers and/or the Bank.
Waivers. The Boards of Directors of the Bank shall have the sole and absolute discretionary authority to approve any deviation from or any waiver of any provision of the Code of Ethics. The nature of and reason for any such waiver shall be disclosed by filing a Current Report on Form 8K with the FDIC within five business days of such waiver. Additionally, the nature of and reason for any “implicit waiver,” defined by SEC regulations as the failure of the Bank to take action within a reasonable period of time following a material departure from a provision of the Code that has been made known to an executive officer of the Bank, must be disclosed by filing a Current Report on Form 8K with the FDIC within five business days of such implicit waiver.
Amendments. This Code of Ethics will be reviewed at least annually and revised, if necessary, to reflect changes in applicable law or regulation and to cover new ethical issues as they arise. The nature of any amendment (other than technical, administrative or other non-substantive amendments) to the Code of Ethics shall be disclosed by filing a Current Report on Form 8K with the FDIC within five business days of such amendment. The Code of Ethics shall be filed annually as an exhibit to the Bank’s Annual Report on Form 10-KSB.
Ethics Officer; Administration. The Board of Directors of the Bank has appointed an Ethics Officer who will be responsible for the administration of the Code of Ethics. Any person who has questions regarding the appropriate course of action in a particular situation should promptly contact the Ethics Officer.