Fidelity Bancorp, Inc. and Fidelity Bank, PaSB Code of Conduct
Each Director, Employee or other affiliated person of Fidelity Bancorp, Inc.("Company") or Fidelity Bank, PaSB ("Bank"), has a fundamental duty to avoid placing him/herself in a position that creates, or which leads to or could lead to, a conflict of interest or the appearance of a conflict of interest.
The Company and/or Bank employ each of us to serve the legitimate needs of our customers and shareholders in a professional, legal and ethical manner. Our livelihoods are dependent upon the profitable and legal operation of the Company and Bank and therefore, we have a right to expect from our associates the kind of honesty and integrity that will assure us that the assets of the Company and Bank are always secure and its reputation held in the highest esteem.
Employees are expected to report any potentially unethical conduct and will not be penalized in any manner for fulfilling their duty to report such activity. This Code of Conduct reflects the Company's and Bank's policy of responsible and ethical business practice and applies to all Employees and Directors of the Company and Bank. This Code is not prompted by any lack of faith in the integrity of our Employees; rather it is designed to review and reemphasize the high standards expected of every person connected with the Company and Bank. We intend the Code for the use and guidance of all Employees and Directors of the Company and Bank.
Employees should discuss with their immediate supervisor questions concerning the Code or its proper application. Any remaining questions should be directed to the Senior Vice President of Human Resources. Directors having questions or concerns about issues that the Code may govern should contact the Senior Vice President of Human Resources.
It is impossible to include all actions, activities, relationships or interests prohibited or covered under this Code; however, it is, in general, the spirit of the Code that we should observe faithfully and under all circumstances. This Code does not constitute an employment contract or create any contractual rights.
Definitions
Fidelity refers not only to the Company, but also to the subsidiary bank and any non-bank subsidiaries.
Employee refers to all officer and non-officer personnel, both full and part-time.
Director refers to directors of the holding company, bank and non-bank subsidiaries.
Immediate family refers to an individual's spouse, children, grandchildren, parents, grandparents, brothers, sisters and in-laws (mother, father, sister and brother), and any other relatives residing in the individual's home.
Affiliate refers to an organization that is 25% or more controlled by the Bank or by the Company. Affiliate also refers to a person that is a director, officer, controlling person or the spouse of a director, officer or controlling person. It also refers to a member of the immediate family of a director, officer, or controlling person, who resides in the same household as a director, officer or controlling person. It also refers to any individual that is a director, officer or controlling person of any subsidiary of the Bank or Company.
In addition, affiliate includes any corporation or organization of which a director, officer or controlling person of the Company or Bank:
- is a Chief Executive Officer, Chief Financial Officer or a person performing similar functions;
- is a General Partner;
- is a Limited Partner who with or without his or her spouse or immediate family owns an interest of 10 percent or more in the partnership; or with other directors, officers or controlling persons and their spouses or immediate family of the Company or Bank owns 25 percent or more of the partnership;
- directly or indirectly with or without his or her spouse or immediate family owns or controls 10 percent or more of any class of equity securities; or with other directors, officers or controlling persons and their immediate family members of the Company or Bank owns 25 percent or more of the class of equity securities or;
- any trust or other estate in which a director, officer or controlling person of the Company or Bank or the spouse of such person has a substantial beneficial interest or as to which such person or his or her spouse serves as trustee or in a similar fiduciary capacity.
Nondiscrimination
Fidelity's employees are expected to observe and demonstrate nondiscrimination in their relations with each other and with customers and suppliers. The opportunity for employment, assignment of duties and promotion will be offered on the basis of merit without regard to race, color, religion, sex, age, sexual orientation, national origin, marital or veteran status, or the presence of an actual or perceived disability. In addition, we will manage the workplace at all levels to assure that the corporate environment will be free from sexual or other unlawful harassment for all Fidelity's employees.
Confidential Information
Inside Information
Fidelity sometimes has information about itself or receives information about its customers and suppliers that is "inside" or "nonpublic," i.e., not generally available to the investing public. Nonpublic or inside information must be recognized and kept strictly confidential. Information (for example financial information, such as earnings projections, dividend reductions or increases, or significant unexpected losses or gains, or proprietary information relating to personnel, such as salary or benefit information) acquired by Employees through their employment is considered privileged information and is to be used for legitimate business purposes and never as a basis for personal gain. While it is necessary that there be a flow of information throughout Fidelity, confidential information available to Fidelity should be communicated to another subsidiary, unit or department only when legitimate "need to know" exists. In no case will such information be transmitted to persons outside Fidelity, including family or associates, or even to other Employees with Fidelity who do not need to know this information in the discharge of their duties. The obligation to maintain such information as strictly confidential continues after termination of employment.
Requests for Information
Employees who are required to respond to requests for information from internal auditors, outside examiners, or independent auditors will do so candidly and completely. No adverse data will be concealed from an employee's superiors. Requests for information pertaining to customers (other than routine credit inquiries), including requests pursuant to legal process (such as subpoenas or court orders), should be promptly referred to the appropriate Fidelity department. No information may be released, nor may the customer involved be contacted, until the appropriate department reviews and approves the request.
Regulatory Examination Information
Fidelity is periodically examined by regulatory examiners. Any reports made by those agencies are the property of those agencies and are strictly confidential. Disclosure of information from those reports, in any manner, to anyone not officially connected with Fidelity is a criminal offense.
Conflicts of Interest
Actions that benefit, or even appear to benefit, an Employee or Director to the detriment of Fidelity or our customers must be avoided. We require that Employees and Directors disclose all actual or potential conflicts of interest.
For example:
Employees and Directors may not represent Fidelity in any transaction if their personal interests in the transaction might affect their ability to impartially represent Fidelity interests.
Suppliers must be selected solely on the basis of the best interests of Fidelity.
No Employee or Director will make, approve, or modify any extension of credit, or enter into any transaction on Fidelity's behalf with companies in which the Employee or Director has any financial interest, or an interest as a Director, controlling person or partner, or in which any member of the Employee's or Director's immediate family has such an interest. Additionally, Employees or Directors may not extend credit to members of their immediate families. Such individuals must excuse themselves from involvement in these transactions.
Employees and Directors are prohibited from directly or indirectly buying assets from or selling assets to Fidelity or any account for which Fidelity acts as fiduciary without prior written consent from the Board of Directors, and court or regulatory approval, as required.
These situations are provided as examples; however, there are many other situations that may create conflicts. Accordingly, Employees and Directors must consider their actions and ensure that they avoid conflicts.
Gifts and Entertainment
General Rule Against Soliciting or Accepting Gifts, Entertainment, Special Favors, Etc.
As a general rule, Fidelity Employees and Directors are prohibited from soliciting or accepting for themselves or for a third party anything of value from anyone in connection with the business of Fidelity, either before or after a transaction is discussed or consummated. No one should accept a substantial gift or excessive entertainment (amount more that $100) from any customer or supplier or from any person or firm seeking a special benefit, a loan or any business from Fidelity. We must refuse substantial gifts or excessive entertainment as diplomatically as possible.
We should never accept money, no matter how small the amount.
Guidelines Regarding Modest Gifts
The purpose of Fidelity's general rule against the acceptance of gifts, as stated above, is to prevent actual or perceived corruption or breach of trust; however, some modest gifts and entertainment that do not involve any improper or corrupt motives may be accepted, provided that all such gifts or entertainment are cleared in advance with or reported to the individual's manager. Deciding whether a gift or entertainment is modest will usually be easy, but if there is any question as to this decision, it is prudent to be cautious and clear the gift or entertainment before accepting it. In this regard, an occasional local sports event, concert, golf outing or other modest entertainment may be accepted if cleared in advance or reported.
Examples of permissible exceptions to the general rule are:
- The acceptance of meals, refreshments or entertainment, all of modest value, during a meeting or other occasion, the purpose of which is to hold bona fide business discussions or otherwise to conduct or facilitate the conduct of business;
- The acceptances of gifts, gratuities, amenities or favors based on obvious family or personal relationships where the circumstances make it clear that it is those relationships rather than the business of the Bank or Company which are the motivating factor;
- The acceptance of advertising or promotional material of modest value, such as pens, pencils, note pads, key chains, calendars and similar items;
- The acceptance of gifts of a modest value related to commonly recognized events or occasions, such as a promotion, new job, wedding, retirement, Christmas, or Chanukah; or
- The acceptance of civic charitable, educational, or religious organizational awards for recognition of service and accomplishment.
This list is not purported to be all-inclusive.
Investments and Personal Finances
Investments - General
Prudence should be exercised in the making of personal investments and clearly, we should avoid speculative transactions. Employees and their families are free to invest in securities at their discretion provided such investments do not involve, or appear to involve, a conflict of interest or the use of confidential information. Additionally, employees and their families should avoid investments in securities of a customer or supplier with whom such employee regularly deals. No Employee or any member of his or her immediate family will, without recorded approval, own an interest in or lend money to any organization that is a customer of Fidelity. Exceptions to this rule, are the ownership of securities of the United States Government, or state, or local municipality, political subdivision, or any instrumentality or agency thereof, a public utility, a railroad, a registered investment company, or securities issued by a company whose common stock is listed on any stock exchanges.
Investments Relating to Margin Accounts
NASDAQ, the New York Stock Exchange, the American Stock Exchange and other national securities exchanges have rules prohibiting a member firm from establishing margin securities or commodities margin account for an employee of a banking institution without prior authorization of the employer. Fidelity employees must obtain written approval from the Senior Vice President of Human Resources before establishing a margin account. This requirement does not apply to the cashless exercise of Company stock options.
Investments Relating to Fidelity Bancorp, Inc. Stock
Although Fidelity looks with favor upon ownership of its stock by Employees, Employees should not trade (i.e., buy or sell) Fidelity Bancorp, Inc. stock to take advantage of anticipated short-term price changes and no shares should be purchased or sold on the basis of "inside" information. Investment in Company stock should not be on a speculative basis. The recommended time to purchase or sell Company shares is usually the one-month period beginning 3 days after quarterly and year-end earnings are released to the press unless the Employee has or may be deemed to have knowledge of material inside information during such one-month period. Purchase or sales of Company shares can be made safely subsequent to the expiration of such one-month period (except for persons designated as "insiders"), assuming the absence of material inside information or developments at the time of the securities transaction. Material information or developments include knowledge of any unusual and material events that would impact earnings(good or bad), major acquisitions or divestitures being considered and other significant developments that might affect investor decisions if publicly known. Except to the extent otherwise provided by rules of the SEC, no Director or Employee may purchase, sell, or otherwise acquire or transfer any equity security of Fidelity Bancorp, Inc. during any blackout period. The term "blackout period" means any period of one (1) day before the end of each quarter until three (3) days after earnings releases.
Investments Relating to Certain Personnel
Any Employee who interacts with a security dealer or brokerage firm in their capacity as an Employee should not deal with those firms in a personal investment capacity where a potential conflict of interest exists, unless permission is granted by the Chief Executive Officer or the Board of Directors and the personal investment is routine and at market prices.
Personal Finances
Each Employee's and Director's personal finances should be conducted in such a manner as to avoid any criticism of, or adverse reflection on, the individual or Fidelity. This applies particularly to the payment of debts. Outside borrowings of Employees, Directors, and their immediate families may not involve a preferential rate of interest or other favored treatment based on the individual's affiliation with Fidelity.
Business Conduct
The activities of Fidelity must always be in full compliance with all applicable laws and regulations. Fidelity and its Employees strive to comply with the spirit as well as the letter of pertinent laws, regulations and internal policies.
Restraint of Trade
Fidelity engages in fair and open competition with its competitors. For ethical as well as legal reasons, Employees are prohibited from entering into arrangements with competitors for the purpose of setting or controlling prices, rates, trade practices or marketing policies. No information of a non-public nature may be disclosed to competitors.
Accurate Books and Records
The integrity of the accounting records of Fidelity is essential. All receipts and expenditures, including personal expense statements, must be supported by documents that accurately and properly describe such entries. Employees responsible for keeping any books, records or accounts for Fidelity are required to approve or record all expenditures and other entries based upon proper supporting documents so that the accounting records of Fidelity are maintained in reasonable detail, reflecting fairly and accurately all transactions concerning Fidelity. The falsification of any book, record or account of Fidelity is prohibited.
Outside Activities
Employees and Directors of Fidelity are encouraged to participate in community, charitable, social, philanthropic, educational, religious, or non-profit activities. No outside work should adversely affect the quality of work performed, compete with the activities of Fidelity, infer sponsorship or support by Fidelity, or adversely affect Fidelity's good name and reputation.
Employment
No Fidelity Employee shall be employed either as an employee, agent, proprietor, partner, or officer of a corporation that is a customer, supplier, dealer or depositor of Fidelity without first gaining written approval of the senior officer of his/her department.
Prior Approval of Speeches and Publications
Only the CEO and CFO of Fidelity (or their appointed designees) are authorized to speak on behalf of Fidelity. Any other Employee or Director having occasion to give a speech or write an article which could be interpreted as representing an official position of Fidelity, must seek review and approval of the Chief Executive Officer.
Political Activities or Contributions
Legislation generally prohibits Fidelity or anyone acting on its behalf from making corporate expenditures or contributions for political purposes. This includes but is not limited to, contributions of cash to a political candidate or committee, as well as contributions of anything of "value" such as property and the use of corporate facilities, equipment and personnel. Individual participation in political and civic activities is encouraged, provided such activity does not utilize corporate time, facilities or equipment, the use of which could be construed as an illegal corporate political contribution.
Acceptance of a Legacy or Potential Legacy or an Appointment as Fiduciary or Co-Fiduciary
It is Fidelity's general policy that the designation of an Employee as a fiduciary or co-fiduciary in any Will or Trust of a customer may not be accepted. Similarly, Employees may not accept bequests under wills from customers of Fidelity. This rule does not apply to relatives of Employees who may also be customers of Fidelity.
Property of Fidelity
The equipment, supplies, facilities and other property of Fidelity should not be appropriated for personal use, nor should they be used for non-corporation related activities, such as charitable, educational or other civic affairs without the prior written approval of the department manager.
Duty to Report
Employees who are aware of any actual or perceived unethical or illegal conduct by other Fidelity employees, directors, customers, suppliers, or any other Fidelity affiliated party have a duty to immediately report such conduct to either their department manager, the Senior Vice President of Human Resources, the Vice President - Audit, the Chief Executive Officer or any member of the Board of Directors. Any manager who receives information pertaining to any actual or perceived unethical or illegal conduct has a duty to immediately take appropriate action to address the situation. If necessary, such action may include notifying the Senior Vice President of Human Resources, the Vice President - Audit, the Chief Executive Officer or any member of the Board of Directors.
Employees will not be penalized in any manner for fulfilling their duty to report such activity. Any employee with knowledge of any actual or perceived unethical or illegal conduct who does not immediately report such conduct will be deemed to have violated this Code and will be subject to disciplinary action.
Directors who are aware of any actual or perceived unethical or illegal conduct by other Fidelity directors, employees, customers, suppliers or any other Fidelity affiliated party, similarly have a duty to immediately report such conduct to the Chief Executive Officer of Fidelity.
Administration and Enforcement of the Code
Administration
The Audit Department is responsible for periodic review of and revision to the Code. As revisions are disseminated, Employees are responsible to keep their copies of the Code current. All Officers and Directors will be required to complete an annual certification attesting to the fact that they have read the Code and that they are unaware of any violations of the Code.
The Internal Auditor will bring to the attention of management any violations of this Code discovered in the course of regular audits. Reports pertaining to compliance and any other significant matters relating to the Code shall be made to senior management and the Audit Committee of the Board of Directors at least annually.
Enforcement
Any violation of this Code, as determined by the facts in each instance, will subject an Employee to disciplinary action, which may include reprimand, probation, suspension, reduction in salary, demotion or dismissal, depending on the seriousness of the offense and consideration of mitigating factors. In instances where the violation of this Code also involves violation of the law, Fidelity may be required, without notice to the offender, to refer the violation to the appropriate law enforcement agency.
Board Approved - 4/19/2011