Code of Ethics Policy

PURPOSE AND CONTENT

General

Jeffersonville Bancorp, Inc. and its subsidiary, Jeff Bank, herein referenced as the “Bank” are committed to assisting all Directors, officers and employees in determining what appropriate personal and professional ethics are and reaffirm the Bank’s policies of ethical conduct that is in compliance with all state and federal laws. As such, this policy applies to the Directors of the Company, Executive Management of the Company defined as President & Chief Executive Officer, Chief Financial Officer, Chief Lending Officer, Retail Banking Administrator, and all employees of the Bank. Unless otherwise indicated in this Code of Ethics, references to employees, also includes Executive Management.

GENERAL POLICIES

General

All Directors, officers and employees of the Bank have certain responsibilities that directly and indirectly reflect upon the reputation and successful business operation of the Bank. The most important factor in the Bank’s success is the trust and confidence of its depositors, customers and shareholders. With this basic principal in mind, all Directors, officers and employees of the Bank must ensure that honesty and integrity are among their highest priorities.

The following sections in this policy are to assist all Directors, officers and employees of the Bank in determining what appropriate personal and professional conduct is expected of them and to reaffirm the Bank’s policies of ethical conduct. The foundation of the Bank’s Code of Ethics consists of basic standards of business as well as personal conduct including:

  • Honesty and candor in Bank activities, including complying with the spirit, as well as the letter of the law.
  • Avoidance of conflicts between personal interests and the interests of the Bank, or even the appearance of such conflicts.
  • Maintenance of the Bank’s reputation and avoidance of activities that might reflect adversely on the Bank.
  • Integrity in dealing with the Bank’s assets.
  • Total compliance with laws and regulations.

At the Bank’s discretion and judgment, the Bank may revise, withdraw or add any rules, policies, or procedures at any time in order to maintain safe and efficient operation of the Bank. Changes and amendments to this Code of Ethics will be approved by the Bank’s Board of Directors. Violations of these rules, policies, or procedures provide a basis for disciplinary action, which may include termination.

In all situations, including those where there are no applicable legal principals or the law is unclear or in conflict, Directors, officers and employees are expected to conduct themselves in such a manner that can be supported by the Bank, and to exercise good judgment in the discharge of their responsibilities.

3. PERSONAL CONDUCT

General

Bank Directors, officers and employees should always be mindful of the Bank’s position and reputation in the community. Since the success of any Bank operation depends on public trust, it is extremely important that Directors, officers and employees conduct their personal affairs in such a way as to avoid discredit or embarrassment to themselves or to the Bank. Personal behavior and appearance should be governed by both common sense and good taste. Bank Directors, officers, and employees are expected to provide complete and truthful information in any aspect of their dealings with the Bank.

Discrimination

While conducting Bank business or representing the Bank, Directors, officers and employees are expected to conduct themselves in a nondiscriminatory manner with Bank customers, vendors, employees, and the general public. The Bank’s policy prohibits discriminatory conduct due to race, creed, color, national origin, sexual orientation, military status, age, sex, marital status, disability, familial status, or any other basis protected by federal, state, or local law. Discriminatory behavior not only is illegal, but it also diminishes good customer, vendor, and employee relations, all of which are essential to the success of the Bank. The diversity of the Bank’s employees is a tremendous asset. The Bank is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind.

Illegal Substances

Bank employees may not illegally use, possess or sell prescription or illegal drugs on Bank property, nor work under the influence of such substances. However, the prescribed use and possession of legally obtained drugs is not prohibited.

Financial Responsibility

Bank Directors, officers and employees are expected to demonstrate an ability to manage their personal finances properly, particularly the intelligent use of credit. Imprudent personal financial management can affect job performance and reflects poorly on the ability to perform responsibilities of a financial nature.

Acting as an accommodation of co-signer or guarantor for others can be a risky practice and often results in the accommodating co-signer or guarantor having to pay the obligation. As such, Bank employees should consider carefully the assumption of co-signer or guarantor responsibilities unless a family relationship exists.

Personal Investments

Bank Directors, officers and employees, by the very nature of their positions, must be particularly circumspect regarding investments that may appear improper to customers, supervisory authorities or the public. You are expected to understand and comply with SEC insider trading rules, which prohibit insiders from making transactions in the Company’s equity securities while in possession of material, non-public information regarding the Company. If you have any questions, please consult the Chief Financial Officer immediately.

Directors, officers and employees will avoid entering into transactions where it may appear that they would benefit improperly from their relationship with the Bank or violate their fiduciary responsibilities. This also applies to investments by members of an employee’s immediate family.

4. CONFLICT OF INTEREST

Corporate Policy

It is the policy of the Bank that Directors, officers, and employees must avoid potential conflicts of interest. A potential conflict exists whenever a Director, officer, or employee of the Bank has an outside interest – direct or indirect – which conflicts with their duty to the Bank or adversely affects their judgment in the discharge of their responsibilities to the Bank. The appearance of a conflict of interest may be just as damaging to the Bank’s reputation as a real conflict of interest and is just as difficult for the individuals involved to discern. Bank Directors, officers, and employees are expected to take an objective look at their actions from time to time and inquire whether or not a reasonable, disinterested observer – a customer, a supplier, a shareholder, an acquaintance, or a government official – would have any grounds to believe:

  • The confidential nature of account relationships has been breached.
  • Fiduciary responsibilities have been handled in a less than prudent manner.
  • Business has been completed with the Bank only on the basis of friendships, family ties, gift receiving or giving, or to curry favor with special interest groups.
  • The Bank’s name is used as leverage by Bank Directors, officers, or employees to enhance their own opportunities when dealing with others in their political, investment, or retail purchasing activities.
  • The needs of the shareholders and public are not considered in making business decisions.
  • Corporate assets have been misused.

Duty to Report

In the event a potential conflict of interest does arise involving a Bank employee, officer, or member of the Board of Directors, its nature and extent should be fully disclosed immediately to the Audit Committee Chairman and the Vice President of Human Resources, who, after making a thorough review of the circumstances, will determine appropriate action to be taken without recourse to the reporting individual.

Fiduciary Appointments

Bank Directors, officers, and employees will not accept a legacy under the will or trust agreement of a Bank customer with whom the Director, officer or employees has dealt, unless a family relationship exists. There may be specific circumstances that warrant exceptions to this. All exceptions are to be approved in writing by the Compliance Officer. Executive Management must not accept appointments as personal representative, trustee, co-trustee or other fiduciary positions, unless the will or trust agreement involves the officer’s family relationship. There may be specific circumstances that warrant exceptions to this. All exceptions are to be approved in writing by the Bank’s Board of Directors.

Beneficiary or Legacy

Bank Directors, officers, and employees must report any gift of a beneficial interest or legacy under will or trusts of customers of the Bank, other than a relative, at such time as the individual learns of the designation. The objective of such a notification requirement is to allow for consideration of all of the facts in each case to make certain there are no real conflicts of interest and that a reasonable, disinterested third party could not allege a conflict of interest upon the Director, officer or employee’s receipt of this benefit. If this reporting requirement results in a decision that a real or apparent conflict exists or could exist, the Director, officer, or employee will be expected to make every effort to be relieved of the expectation of benefit and will probably be required to renounce the gift should it come to the individual by operation of law.

Self-Dealing

Bank Directors, officers, and employees are prohibited from:

  • Owning any interest in another company or business which might materially benefit by an action or decision consummated by such Director, officer or employee on behalf of the Bank; or
  • Representing the Bank in any transaction with a person or organization in which the individual has a direct interest or from which benefits may be derived.

Any significant interest, defined as 10% or more of an outstanding class of debt or equity, in a company or business having a relationship with the Bank, whether or not the employee deals with that particular company, must be reported by the Director, officer, or employee in writing to the Compliance Officer. No supplier of the Bank shall hold or acquire any interest in such business unless the securities representing such interest are widely held (i.e., traded on the national exchange or in the over-the-counter market). Bank employees must disclose all potential conflicts of interest, including those in which they have been inadvertently placed due to either business or personal relationships with customers, suppliers, business associates, or competitors of the Bank.

Directors, officers, and employees of the Bank must never use their position with the Bank to influence public officials or others for personal benefit or for the benefit of another party. Likewise, employment with the Bank should not be used as leverage to gain favors from customers or suppliers.

Signing on Customers’ Accounts

To avoid the appearance of a conflict, all employees of the Bank should not sign on customer accounts, have access to their safe deposit boxes, or otherwise represent customers. This does not include situations where employees act in an ownership capacity or act because of a close family relationship.

Directors or Senior Managers in Outside Companies

When an officer or employee serves on the board or is an officer of a non-affiliated business corporation, there is a potential for a conflict of interest to arise between the business, its shareholders, and the Bank.

Officers and employees may not serve as an officer, Director, advisory Director, or on any committee of an outside for-profit business organization without the prior written approval of the Chief Executive Officer. The Bank’s CEO must get approval from the Board of Directors.

Unless specifically approved by the Chief Executive Officer, no officer or employee shall serve as an officer or Director for any non-company entity which:

  • Competes with the Bank.
  • Is in substantial default to the Bank on any loan, contract, or other obligation.
  • Is involved in a substantial controversy or litigation with the Bank.

All individuals of the Bank serving in such capacities at the request of the Bank may only be covered to a limited extent by the Bank’s Director and Officer Liability Insurance Policy. Under these circumstances, any individual of the Bank considering such service should confirm that adequate liability insurance is maintained by the business organization for the individual’s protection and/or that the organization has taken appropriate action to indemnify its officers and Directors to the extent permitted by law.

If a Director, officer, or employee does hold a position, and a loan is presented on behalf of that organization, the loan presentation and subsequent voting must comply with the requirements of Regulation O, “Loans to Executive Senior Managers, Directors, and Principal Shareholders of Member Companies”.

The foregoing does not apply to any fiduciary account where the Bank finds it necessary or helpful for all individuals of the Bank to be appointed as an officer or Director of an outside organization (i.e., where the Bank holds or controls a substantial interest in the company because of its responsibilities). Such appointments may, under certain circumstances, require the approval of the Bank’s Board of Directors, based on the recommendation of Executive Management.

Outside Employment

The Bank does not prohibit outside employment, however employees are expected to devote full-time attention and energy to their career with the Bank. Significant outside employment or employment in positions or establishments which may result in adverse public reaction must be avoided. Bank policy requires that employees notify their immediate supervisor and the Vice President of Human Resources prior to accepting any outside employment. Officers must notify the Vice President of Human Resources and the Board of Directors. No outside employment of any kind will be approved which might subject the Bank to criticism or which would encroach upon working time, interfere with regular duties, or necessitate such long hours as to affect the individual’s effectiveness.

Officers and employees must avoid outside employment that involves or may appear to involve a conflict of interest. Examples include:

  • Employment by a company or personally engaging in any activity that is competitive with the Bank.
  • Employment, which involves the use of the Bank’s equipment, supplies or facilities.
  • Employment which involves the preparation, audit or certification of statements, tax returns, or other documents upon which the Bank may place reliance for lending or other purposes. Officers and employees who prepare income tax returns for individuals or entities other than themselves must obtain confirmation from their potential client that the client does not intend to use the officer’s or employee’s work product as part of any transaction with the Bank.
  • Employment which involves the rendering of investment, legal or other advice, or exercising judgment which is based upon information, reports or analyses that are accessible primarily from or through the individual’s employment with the Bank.
  • Employment which may reflect adversely on the officer, employee, or on the Bank.
  • Employment under circumstances, which may suggest the sponsorship or support of the Bank on behalf of the outside employer or an outside organization.
  • Employment as an insurance or securities broker, agent or representative.
  • Employment as a real estate salesman, broker, agent or contractor (except with the prior written approval of the officer or employee’s immediate supervisor with concurrence of Executive Management). Prior written approval is required since there are a number of potential conflict of interest situations, as well as possible violations of accompanying laws, which must scrupulously be avoided in this area.

Gifts, Gratuities, Other Payments from Customers

It is a federal crime for officers, employees or members of their immediate family to solicit or accept for themselves or third parties (other than the Bank) any gift, offer of travel, unusual hospitality or other thing of value from any person or entity which either appears to be, or is in connection with any business or transaction of the Bank.

The foregoing is not intended to preclude the receipt of unsolicited gifts of nominal value or business appropriate hospitality from persons or entities doing business with the Bank, when it is clear from the circumstances that no attempt is being made to influence the officer or employee. A gift of nominal value is defined as being $100.00 or less.

Bank employees offered or anticipate receiving a gift or other thing of value that is not permitted under the above guidelines must report it promptly in writing to their immediate supervisor. Executive Management must report it to the Chief Executive Officer.

Officers, employees or their immediate family shall not solicit for themselves or a third party (other than the Bank) anything of value from anyone in return for any business, service, or confidential information of the Bank. Moreover, officers, employees or anyone in their immediate family may not accept anything of value (other than the individual’s salary or commissions from the Bank) from anyone in connection with the business of the Bank, either before or after a transaction is discussed or consummated. Criminal penalties may be imposed for violating these prohibitions.

Possible exceptions to the general prohibition regarding the acceptance of things of value may include:

  • Acceptance of gifts, gratuities, amenities or favors based on family relationships (such as those between the parents, children or spouse of a Bank officer or employee) where circumstances make it clear that it is those relationships, rather than the business of the Bank, which are the motivating factors.
  • Acceptance of meals, refreshments, travel arrangements, accommodations, or entertainment, all of reasonable value and in the regular course of a meeting or other occasion, the purpose of which is to hold a bona fide business discussion, provided the expenses would be paid for by the Bank as a reasonable business expense, if not paid for by another party.
  • Acceptance of loans from other companies or financial institutions on customary terms to finance proper and usual activities of Bank officers or employees, such as home mortgage loans, except where prohibited by law.
  • Acceptance of advertising or promotional material of nominal value, such as pens, pencils, note pads, key chains, calendars and similar items.
  • Acceptance of discounts or rebates on merchandise or services that are offered by a third party to all the officers and employees of the Bank, or through a program approved by the Bank, or to the general public.
  • Acceptance of gifts of nominal value or modest value related to commonly recognized events or occasions, such as a promotion, new job, wedding, retirement, holiday or bar mitzvah. If an officer or employee, or a member of his or her family, receives a gift which exceeds in value that which might be considered reasonable in light of this policy, they should report the receipt of such gifts to the Internal Auditor or VP of Human Resources to see if the retention of such a gift is acceptable under this policy.
  • Acceptance of civic, charitable, educational, or religious organizational awards for recognition of service and accomplishment.

Officers and employees that are uncertain as to the propriety of a gift must seek the written approval of their immediate supervisor before accepting it. The request should be in writing and should state all relevant facts. It is then the supervisor’s responsibility to forward a copy of the request along with the supervisor’s recommendation to Executive Management.

5. CONFIDENTIAL INFORMATION

During the course of performing Bank-related duties, all Directors, officers and employees may hear or acquire a great deal of confidential information about the Bank, present and prospective customers, suppliers, shareholders and other staff members. That information must be held in the strictest of confidence during the term of the individual’s employment or service on the Board of Directors and after termination for any reason. It is to be used solely for corporate purposes and never for personal gain. Under no circumstances should such information be transmitted to persons outside the Bank, including family members or associates, or to other individuals of the Bank (unless they have a specific need to know information to discharge their duties). The only exceptions to this policy would be routine credit inquiries, information released in the normal course of business (i.e., for the negotiation of checks), disclosures required by legal process, and information authorized for release by customers. Violations of this policy may result in disciplinary action including termination of employment.

Directors, officers and employees of the Bank authorized to reveal confidential information to another must specifically designate such information as confidential. For example, individuals who provide non-public information or material to accountants or other consultants who have been retained to assist in an acquisition must make it clear such information is confidential in order to avoid “tipper” liability under the securities laws. Before revealing confidential information to outsiders, individuals of the Bank should contact the Internal Auditor to ascertain whether outside law firms, rating services, investment companies, accountants and other outside consultants to whom confidential information may be given have confidential or “inside information” compliance procedures in place to guard against any misuse of such information by members of such firms.

Documents of a confidential nature are not to be left lying on a desk or work area when not in direct use. Confidential files and word processing disks should be kept in a locked compartment or other secure place.

If it is necessary to carry sensitive information off premises, due care should be taken to protect its security. Bank vehicles used to transport confidential information must never be left unlocked and unattended. Confidential information should be kept out of the public’s view. Care also should be taken not to disclose any matter of a confidential nature on public conveyances, in restaurants, or in other public places where the conversation might be overheard.

Protecting Company Information

All Bank information must receive protection against unauthorized access, modification, destruction or disclosure. Directors, officers, and employees of the Bank must follow applicable policies and procedures and safeguard information in whatever form it exists (i.e., electronic or hard copy). Deliberate or willful violations of existing policies for protecting Bank information or negligent failure to protect Bank information properly may result in disciplinary action including termination of employment.

Disclosures of Board Proceedings and Management Strategy

Information regarding matters brought before the Bank’s Board of Directors or information on the Bank’s business strategy are to be kept confidential and not discussed with anyone unless it is required in the course of performing Bank business or a third party requires it in the course of performing services for the Bank.

Disclosure of Corporate News and Information

Financial information about the Bank is not to be released to anyone unless it is included in a published report or otherwise made generally available to the public. Officers or employees with questions concerning the disclosure of confidential information should be referred to the Chief Executive Officer or Chief Financial Officer. All media inquiries regarding the Bank should be referred to the Chief Executive Officer. The following subjects are never to be discussed with the media or in any public forum:

  • Confidential business matters that could be of interest to competitors.
  • Information about a customer and the customer’s dealings with the Bank.

Information Regarding Past and Present Employees

The policy of the Bank is to safeguard the confidential aspects of its relationship with its officers and employees; to satisfy all requirements of applicable labor laws; and to maintain uniformity in replies to inquiries concerning past and present officers and employees. In order to assure that this policy is consistently maintained, any request for information regarding past or present officers and employees must be referred to the Vice President of Human Resources. This includes salary verification and performance evaluation.

The above procedures apply to all requests, whether written or oral, regarding Bank employment. They do not apply, however, to routine credit inquiries from legitimate businesses regarding deposit or loan information. The latter may be answered in the normal course of business by the office where the employee’s accounts and/or loans are carried or maintained.

Illegal Acts

The Compliance Officer must be contacted if it is suspected that an officer, employee, agent, or customer has committed an illegal act or the discovery of any circumstances that suggest that a crime has been committed. Failure to report suspected illegal activities properly as outlined in this policy may subject that officer or employee to disciplinary action including, if appropriate, termination. The Bank is required by law to report violations of criminal laws to state and/or federal law enforcement agencies.

Retaliation

Bank policy prohibits any form of retaliatory action toward an officer or employee who notifies the Bank of a suspected illegal act or participates in the investigation of a complaint.

6. ANTI-COMPETITIVE ACTIVITIES

Federal law prohibits any combination, conspiracy or agreement among competitors to restrict or prevent competition. A violation of the law can occur through a formal or informal agreement between the Bank and a competitor to:

  • Fix prices.
  • Allocate markets or customers.
  • Refuse to deal with particular suppliers or customers.

All individuals of the Bank should especially be careful at social or professional meetings. Discussions or exchanges of information relating to competitive matters (i.e., cost, pricing, or strategy) must carefully be avoided.

Officers and employees with questions concerning anti-trust issues should be directed to the Compliance Officer.

7. MEMBERSHIP IN CIVIC, CHARITABLE OR POLITICAL ORGANIZATIONS

Civic and Charitable Organizations

The Bank recognizes the benefits of active participation by employees in non-profit organizations. Appointments as a trustee, Director, or officer of non-profit religious, charitable, and health and welfare organizations are also recognized as worthwhile community involvement. On an annual basis, the Bank conducts a survey to ascertain all individuals of the Bank who are actively involved in civic and charitable organizations within the community. Officers of the Company must discuss the appointment in advance with the Chief Executive Officer.

Political Organizations

The Bank believes that it is appropriate for every citizen to take an active interest in political and government affairs. Officers and employees are encouraged to keep themselves well informed concerning political issues and candidates, and, if practicable, take an active role in fostering better government. Officers and employees should make it clear at all times, however, that participation in political activities is done as a private citizen and NOT as a representative of the Bank. Officers or employees may not make any political contributions (in the form of cash, goods or services) directly or indirectly (i.e., through reimbursement) on behalf of the Bank.

Periodically the Bank may participate in political activities supporting state and local offices and candidates but is prohibited by law in making contributions for federal offices/candidates. Any activity or contribution supporting state or local offices/candidates on behalf of the Bank requires the expressed written approval of the Chief Executive Officer of the Bank.

Officers or employees who run for political office or are considered a prominent role in a campaign or ballot measure are encouraged to consider the Bank’s position. If the amount of time required by an officer’s or employee’s political activities is significant and may have an adverse effect on overall performance of job duties or responsibilities, prior notice to the Chief Executive Officer and Vice President of Human Resources is required. Officers must provide prior notice to the Board of Directors. Officers and employees involved in political activities should also seek competent legal advice concerning the laws governing campaign financing and practices.

Under no circumstances may officers or employees make any payment to any government official or other person or organization which might be construed to be improper, illegal, a bribe, a kickback, etc. If any transaction with a government official or other person or organization seems even remotely questionable, it must be referred to the Chief Executive Officer as to its propriety.

Although it is the Bank’s policy not to endorse individual candidates in an election, officers and employees are free to express their opinions, as long as it is clear that they are the opinions of that individual and not the Bank. Officers and employees may not write supportive letters for candidates or issues on Bank stationery or act in any way that suggests the Bank’s support of or opposition to a candidate or issue. When the Bank deems it appropriate to take a public position on issues, it will designate specific individuals to speak on its behalf.

The roles of treasurer and assistant treasurer in political campaigns can present unusual problems because of the complex nature of the laws governing campaign contributions. A potential conflict of interest can also arise because of an officer’s or employee’s access to inside information and customer lists. Accordingly, officers and employees should normally decline to accept such positions if there is any potential for a conflict of interest (or any appearance of a conflict). Officers and employees must never use customer lists or exploit business relationships with customers for the benefit of any campaign.

8. ADVICE TO CUSTOMERS

Legal Advice

Officers and employees may on occasion be asked by customers to make statements, which relate to the legality of particular transactions. The Bank cannot practice law or provide legal advice. As such, officers and employees must exercise care in discussions with customers. Nothing must be said which might be interpreted as the giving of legal advice.

Officers or employees with questions as to whether legal advice is being requested should consult with their supervisor or the Chief Executive Officer.

Tax or Investment Advice

Officers and employees must avoid giving customers advice on tax matters, the preparation of tax returns, or in investment decisions, except as may be appropriate in the performance of a fiduciary responsibility or as otherwise required in the ordinary course of duties.

Recommending Other Firms

During the course of contact with customers and the general public, officers and employees may be asked to recommend others who provide professional services. Typically, such requests involve attorneys, accountants, securities dealers, insurance agents, brokers, and real estate agents. Customers who receive recommendations must be given several qualified sources without indicating any preference or warranty by the Bank, excluding only referral arrangements made by the Bank.

9. LENDING AND DEPOSIT RELATIONSHIPS: PROHIBITED LENDING AND DEPOSITORY PRACTICES

Borrowing

To avoid possible conflicts of interest, loan applications submitted to officers and employees by relatives or close personal friends (or entities controlled by relatives or close personal friends) are to be submitted to other independent lending officers or employees of equal or higher position for processing and approval. With the same respect, loan applications submitted to Directors by relatives or close personal friends (or entities controlled by relatives or close personal friends) are to be submitted to the Chief Executive Officer or Chief Lending Officer for consideration and approval. This policy also applies to the processing and approval of waiver of service charges, and other free services.

Lending Relationships

It is the position of the Bank that lending services be available to serve the legitimate and deserving credit needs of all customers on an equal basis. Loan terms and conditions shall be based on the borrower’s credit worthiness and accompanying relationships.

Directors and Executive Officers are required to comply with the provisions of Regulation O, “Loans to Executive Senior Managers, Directors, and Principal Shareholders of Member Companies”, relative to all Company borrowing.

Prohibited Lending Practices

Any transaction between an officer and employee of the Bank and a customer of the Bank must be conducted on an “arm’s length basis”, meaning the officer or employee may not receive any discount or other benefit not normally granted to others. Additionally, no officer or employee shall borrow directly from another employee.

Officers and employees may not borrow money from customers or suppliers of the Bank, except from recognized lending institutions. The term “borrow” does not include a purchase from a customer or supplier resulting in an extension of credit in the normal course of business.

Lending Officers are not permitted to process loan applications or to extend credit to members of their immediate family. Immediate family is defined as spouses, parents, children, and/or siblings, grandparents, in-laws, or aunts, uncles or cousins. Any such loan application must be referred to another lending officer.

Deposit Relationships

The trust that depositors place in our institution is of great importance. In order to avoid any appearance of impropriety, the Board, officers, and all employees are strictly forbidden from effecting, through system entries, transactions on their own or family members accounts.

10. SOLICITATION POLICY

General

This section is designed to protect Bank employees against the unauthorized solicitation by other employees and non-employees with regard to such issues as the purchase of goods or services, or rendering support to political or non-political acts.

Solicitation of Employees by Other Bank Employees

It is the policy of the Bank that on-duty employees are not allowed to solicit other Bank employees or distribute unauthorized materials as follows:

  • Oral/Written Solicitation. An employee may not solicit another employee either orally or with written material while either employee is on “working time.” The term “working time” does not include an employee’s meal times or break periods when and employee is released from the performance of his or her work, whether such periods are paid for or not.

Solicitation includes such activities as requests for signatures, contributions for charities, merchandise purchases and requests for donations. An example of such material includes, but is not limited to, the sale of food, organizing football or baseball pools, selling raffle tickets for a charity, selling cosmetics, etc.

Bank employees are permitted to transmit brief personal e-mail messages to co-workers as long as the messages do not interfere with normal business activities, involve solicitation, are not associated with any for-profit outside business activity, and do not contain information that may potentially embarrass or damage the Bank, the Bank’s customers, or employees.

  • Distribution of Handouts/Literature. Distribution by employees of advertising materials, handouts or literature on Bank property is prohibited at all times. Exceptions may be made for Bank sponsored activities. Bulletin boards are reserved for Bank notices or required legislative notices or posters only. An example of such material includes, but is not limited to the posting of notices advertising a local church bazaar or handing out pamphlets for a congressional candidate.

Solicitation of Employees by Outside Sources

Non-employees are prohibited from soliciting employees on Bank property, either by personal contact or written communication. Non-employees are not permitted access to the interior of the Bank’s facilities or outside working areas except to avail themselves of customer services.

Solicitation of Bank Sponsored Events

The Bank may authorize a limited number of fund drives by employees on behalf of charitable organizations or for Bank sponsored activities. Employees are encouraged to volunteer to assist in these drives, but their participation is entirely voluntary.

11. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR OR CONCERNS REGARDING ACCOUNTING OR AUDITING PRACTICES

If you believe that actions have taken place, may be taking place or may be about to take place that violate or would violate law or this Code, you must bring the matter to the attention of the Bank. You are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and, when in doubt, about the best course of action in a particular situation. Any supervisor or manager who receives a report of a potential violation of this Code must report it immediately to the CEO or Audit Committee Chairman.

You may communicate any violations of law or this Code, and report any concerns or complaints regarding the Bank’s internal accounting controls or auditing matters, either anonymously or by name to the Audit Committee Chairman or to your supervisor, by any of the following methods:

  • In writing, either by internal mail or U.S. mail addressed to PO Box 227 Jeffersonville NY 12748.
  • By e-mail to dknack@knackpavloff.com

We would prefer you identify yourself to facilitate our investigation of any report. However, you may choose to remain anonymous. We will use reasonable efforts to protect the identity of any person who reports potential misconduct and any retaliation for reports of misconduct by others made in good faith will not be tolerated. Indeed, any employees, officers or Directors who engage in retaliation are subject to discipline, up to and including termination, and in appropriate cases, civil and/or criminal liability. We will also use reasonable efforts to protect the identity of the person about or against whom an allegation is brought, unless and until it is determined that a violation has occurred. Any person involved in any investigation in any capacity of a possible misconduct must not discuss or disclose any information to anyone outside of the investigation unless required by law or when seeking his or her own legal advice, and is expected to cooperate fully in any investigation.

Any use of these reporting procedures in bad faith or in a false or frivolous manner will be considered a violation of this Code.

12. COMPLIANCE PROCEDURES

We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

  • Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.
  • Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
  • Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
  • Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solve problems.
  • Seek help from Bank resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor or where you do not feel comfortable approaching your supervisor with your question, discuss it locally with your office manager, the Human Resources manager or the Internal Auditor. If you prefer to write, you may do so to the address set forth above.
  • You may report legal or ethical violations, or concerns or complaints regarding accounting or auditing matters, in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Bank does not permit retaliation of any kind against employees, officers or Directors for good faith reports of legal or ethical violations, or concerns or complaints regarding accounting or auditing matters.
  • Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.

13. WHISTLEBLOWER POLICY

On a daily basis, the Jeff Bank is committed to maximizing shareholder returns while conforming to effective professional and fiscal practices. The approach for problem resolution, under ordinary circumstances, is for individuals to take problems to their supervisors. Bank Officers are expected to promote expressions of concern about problems by employees and promote improvement and problem solving. Employees are expected to participate in the improvement process by following policy, communicating concerns about operations, and actively participating in improvements.

It is the Policy of the Jeffersonville Bancorp and Jeff Bank to encourage its employees and other persons to disclose improper activities as defined below, to protect those reporting improper activities from reprisal and intimidation, and to address written complaints alleging acts of reprisal or intimidation due to disclosure of improper activities.

Improper Activity:

Improper activity is any activity by a Bancorp Officer, Bank Officer or Employee that is undertaken in the performance of the employee’s official duties, whether or not such action is within the scope of the person’s employment and that is:

  • In violation of any State or Federal law or regulation including but not limited to corruption, malfeasance, bribery, embezzlement, theft of Bank property, fraudulent claims, coercion, misuse of Bank property, or willful omission to perform duty, or
  • Economically wasteful, or involves misconduct, incompetence, or inefficiency.

Whistleblower reports are reports alleging improper activity filed under the “Whistle blower” Policy.

All “Whistleblower” complaints must be submitted in writing within 2 years of the known or suspected activity.

Complaint Resolution:

Known or suspected improper activity shall be reported immediately to the appropriate Bank Officer(s). In the case where immediate supervisors are suspected of complicity with the improper activity, reports will be forwarded to the Audit Committee Chairman or Chief Executive Officer.

Investigations of known or suspected improper activity must be conducted in a timely and orderly manner. Where applicable the Audit Committee Chairman or other designated representative of the Bank or Bancorp will perform an investigation. Results will be submitted directly to the Chief Executive Officer and/or Audit Committee.

All matters pertaining to known or suspected improper activity shall be treated in confidence. Bank employees who may become involved in the investigation shall adhere to strict confidentiality standards. Individuals who are contacted during the course of the investigation will be informed that all information (including conversations) relating to the investigation should be kept confidential.

Responsibilities:

The Audit Committee Chairman and Audit Committee are responsible for implementing policies governing the reporting, investigation, and disposition of cases involving known or suspected improper activity.

Employees/Officers of Jeffersonville Bancorp and Jeff Bank are responsible for immediately reporting known or suspected improper activity to their immediate supervisor. Individuals may also report directly to the Audit Committee Chairman or Chief Executive Officer. Employees/Officers are responsible for cooperating with investigations that may result from such reports. This includes providing assistance to investigators by making all applicable records and information available.

Supervisors who have been informed of known or suspected improper activity are responsible for immediately reporting such information. The Audit Committee Chairman or Chief Executive Officer will determine subsequent action. Supervisors will not initiate any investigation of such cases and will not contact the individual suspected of improper activity.

The Audit Committee Chairman will report all cases of known or suspected improper activity to the Audit Committee on a quarterly basis or sooner if circumstances warrant.

14. ADMINISTRATION

Board of Directors

The Bank’s Board of Directors, including the Audit Committee, will help ensure this Code is properly administered. The Board will be responsible for the annual review of the compliance procedures in place to implement this Code and will recommend clarifications or necessary changes to this Code to the full Board for approval. In addition, the Code will be made publicly available.

Officers and Managers

All officers are responsible for reviewing this Code with their employees and ensuring they have signed the attached certification. Officers are also responsible for the diligent review of practices and procedures in place to help ensure compliance with this Code.

I HAVE READ THE CODE OF ETHICS STATEMENT AND UNDERSTAND THE RESPONSIBILITIES SET FORTH.

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EMPLOYEE NAME

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EMPLOYEE SIGNATURE

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DATE