The Board of Directors of Glen Burnie Bancorp (“Bancorp”) and its subsidiary,The Bank of Glen Burnie® (the “Bank”; Bancorp and the Bank, and their respective subsidiaries, are hereinafter collectively referred to as the “Company”) has adopted this Code of Business Conduct and Ethics (the”Code”) to: promote honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; promote full, fair, accurate, timely and understandable disclosure; promote compliance with applicable laws and governmental rules and regulations; ensure the protection of the Company’s legitimate business interests, including corporate opportunities, assets and confidential information; and deter wrong doing.
All directors, officers and employees of the Company are expected to be familiar with the Code and to adhere to those principles and procedures set forth in the Code that apply to them. This Code is meant to address the general ethical requirements of business conducted by the Company, but is not all-inclusive. Particular areas of conduct, such as insider loans, conflicts of interest, harassment, confidential employee complaints, and other conduct which affects the workplace are addressed separately in other Company policies included in the Company’s Personnel Manual.
For purposes of this Code, the “Code of Ethics Contact Person” will be different for various employees. For Directors and Executive Officers the contact person is the Chairman of the Audit Committee or any member of the Audit Committee; for other officers the contact person is the Chief Executive Officer; for all other employees the contact person is the Director of Human Resources .
From time to time, the Company may waive some provisions of this Code. Any waiver of the Code for executive officers or directors of the Company may be made only by the Board of Directors and must be promptly disclosed as required by SEC or Nasdaq rules. Any waiver for other employees may be made only by the President or the Human Resources Director.
- Honest and Candid Conduct – Each director, officer and employee owes a duty to the Company to act with integrity. Integrity requires, among others things, being honest and candid. Deceit and subordination of principle are inconsistent with integrity.
Each director, officer and employee must: act with integrity, including being honest and candid while still maintaining the confidentiality of information where required or consistent with the Company’s policies; observe both the form and spirit of laws and governmental rules and regulations, accounting standards and Company policies; adhere to a high standard of business ethics.
- Conflicts of Interest – The Bank’s Conflict of Interest Policy is set forth separately in the Personnel Manual. Bancorp hereby adopts the Conflict of Interest Policy to be applicable to all directors, officers and employees of Bancorp and each of its subsidiaries, as well.
- Disclosure – Each director, officer or employee involved in the Company’s disclosure process, including the Chief Executive Officer and the Chief Financial Officer (the “Senior Financial Officers”), is required to be familiar with and comply with the Company’s disclosure controls and procedures and internal control over financial reporting, to the extent relevant to his or her area of responsibility, so that the Company’s public reports and documents filed with the SEC comply in all material respects with the applicable federal securities laws and SEC rules. In addition, each such person having direct or supervisory authority regarding these SEC filings or the Company’s other public communications concerning its general business, results, financial condition and prospects should, to the extent appropriate within his or her area of responsibility, consult with other Company officers and employees and take other appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and understandable disclosure.
Each director, officer or employee who is involved in the Company’s disclosure process, including without limitation, the Senior Financial Officers, must: familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company; not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent auditors, governmental regulators and self-regulatory organizations; properly review and critically analyze proposed disclosure for accuracy and completeness (or, where appropriate, delegate this task to others).
- Compliance – It is the Company’s policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each employee, officer and director to adhere to the standards and restrictions imposed by those laws, rules and regulations.
It is against Company policy and in many circumstances illegal for a director, officer or employee to profit from undisclosed information relating to the Company or any other company. Any director, officer or employee may not purchase or sell any of the Company’s securities while in possession of material nonpublic information relating to the Company. Also, any director, officer or employee may not purchase or sell securities of any other company while in possession of any material nonpublic information relating to that company.
Any director, officer or employee who is uncertain about the legal rules involving a purchase or sale of any Company securities or any securities in companies that he or she is familiar with by virtue of his or her work for the Company, should consult with the Chief Financial Officer before making any such purchase or sale.
- Reporting and Accountability – The Audit Committee of the Company’s Board of Directors is responsible for applying this Code to specific situations presented to it for review and has the authority to interpret this Code in any particular situation. Any director, officer or employee who becomes aware of any existing or potential violation of this Code is required to notify the Code of Ethics Contact Person promptly. Failure to do so is itself a violation of this Code.
Any questions relating to how this Code should be interpreted or applied should be addressed to the Code of Ethics Contact Person. A director, officer or employee who is unsure of whether a situation violates this Code should discuss the situation with the Code of Ethics Contact Person to prevent possible misunderstandings and embarrassment at a later date.
Each director, officer or employee must: notify the Code of Ethics Contact Person promptly of any existing or potential violation of this Code; not retaliate against any other director, officer or employee for reports of potential violations that are made in good faith.
The Audit Committee shall take all action they consider appropriate to investigate any violations reported to them. If a violation has occurred, the Company will take such disciplinary or preventive action as it deems appropriate, after consultation with the Audit Committee, in the case of a director or executive officer, or after consultation with the Chief Executive Officer, in the case of any other employee.
- Corporate Opportunities – Directors, officers and employees owe a duty to the Company to advance the Company’s business interests when the opportunity to do so arises. Directors, officers and employees are prohibited from taking (or directing to a third party) a business opportunity that is discovered through the use of corporate property, information or position, unless the Company has already been offered the opportunity and turned it down. More generally, directors, officers and employees are prohibited from using corporate property, information or position for personal gain and from competing with the Company.
Sometimes the line between personal and Company benefits is difficult to draw, and sometimes there are both personal and Company benefits in certain activities. Directors, officers and employees who intend to make use of Company property or services in a manner not solely for the benefit of the Company should consult beforehand with the Code of Ethics Contact Person.
- Confidentiality – In carrying out the Company’s business, directors, officers and employees often learn confidential or proprietary information about the Company, its customers, suppliers or joint venture parties. Directors, officers and employees must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. Confidential or proprietary information of the Company, and of other companies, includes any non-public information that would be harmful to the relevant company or useful or helpful to competitors if disclosed.
- Fair Dealing – We have a history of succeeding through honest business competition. We do not seek competitive advantages through illegal or unethical business practices. Each director, officer and employee should endeavor to deal fairly with the Company’s service providers, suppliers, competitors and employees. No director, officer or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.
- Protection and Proper Use of Company Assets – All directors, officers and employees should protect the Company’s assets and ensure their efficient use. All Company assets should be used only for legitimate business purposes.