Code of Ethics
The Bay Bank, FSB and Bay Bancorp, Inc.
Code of Ethics/Conflict of Interest
The Board of Directors has adopted the following Code of Ethics for its members and executive officers to follow without exception. Inside directors are also required to follow the employee Code of Ethics. The executive officers and directors of this Bank serve the needs of the stockholders, the community, and the Bank’s customers. Each holds a position of trust in our Bank. We expect each officer and director to avoid conflicts of interest, the appearance of conflicts of interest, and any violations of fiduciary responsibilities and duties.
The purpose of this Code of Ethics is to promote:
· Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
· Full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the issuer; and
· Compliance with applicable government rules and regulations.
Our actions must be beyond reproach. Specifically, we require that each executive officer and each director:
· Avoid involvement of any kind in the credit-approval process when the credit being considered will directly or indirectly benefit him or her. (This policy includes loans, overdrafts, immediate credit on funds, and any other forms of credit to an account.)
· Disclose to the President and to the Board by disqualification any actual or potential conflict of interest as soon as the situation arises. This includes disclosure of any material interest in the business of a borrower, an applicant, or other Bank customer. Participation in the discussion, or any attempt to influence the voting, by the Board of Directors regarding an extension of credit constitutes indirect participation in the voting by the Board of Directors on an extension of credit.
· Use only arm’s-length transactions when buying, selling, or leasing assets or services to the Bank. It is Bank policy to contract for services, using only arm’s-length transactions that are in the best interest of the Bank. Officers and directors are asked to honor this policy and to refrain from influencing or asking for special considerations as the Bank contracts for assets or services.
· Avoid accepting gifts, fees, or entertainment that exceed the nominal value of one hundred dollars ($100.00) from Bank customers or suppliers. “Nominal value” is intended to be a value that would be within the ability of the person to reciprocate on a personal basis or with a legitimate claim for reimbursement from the Bank under similar circumstances.
· Not become involved in any real estate projects or other ventures being financed by this Bank, or by any other banks on a reciprocal basis, without first fully disclosing to the Board of Directors the details of the involvement.
· In analyzing whether a conflict of interest is present, each Director and executive officer should consider the “tangible economic benefit rule” incorporated into the revised Regulation O. “In general, an extension of credit is considered made to an insider, to the extent that the proceeds are transferred to the insider or are used for the tangible economic benefit of the insider.” An extension of credit is not considered made to any insider if the credit is extended on terms that would satisfy the standards set forth for extensions of credit to others, and the proceeds of the extension of credit to insiders, and the proceeds of the extension of credit are used in a bona fide transaction to acquire property, goods, or services from the insider.
· The Bay Bank, FSB and Bay Bancorp Inc.’s business and customer information and any related files are confidential and cannot be disclosed to unauthorized persons or companies without permission. Directors and their associates may be held personally liable for using confidential information (obtained while serving as a Director) for personal benefit.
· All violations of this Code of Ethics shall be promptly reported to the Audit Committee.
The Directors of this Bank were elected to serve the needs of the stockholder, the community, the Bank’s customers, and the Bank’s employees – not to serve the personal financial needs of the directors. Legal, regulatory, and ethical considerations make it mandatory that directors avoid any and all conflict of interest situations. No policy can reference every potential conflict, but each director, by reviewing and approving this Code of Ethics on an annual basis, agrees to be sensitive to the intent of the Board to be beyond reproach in its actions.