Policies and Committees

Code of Ethics for Executive Officers and Directors

Overview

 The honesty, integrity and sound judgment of Century Bank's (the "Bank's") Executive Officers (as identified below) and Directors is fundamental to its reputation and success.  As part of the Bank's leadership team, the Executive Officers and Directors are responsible for protecting, balancing and preserving the interests of the Bank's shareholders, clients and employees, and of the citizens of the communities in which the Bank conducts business.  

The Executive Officers and Directors fulfill this responsibility by prescribing and enforcing the policies and procedures governing the Bank's operation.  The Bank has adopted an employee handbook which defines various codes of conduct applicable to officers and employees. The Executive Officers are required to adhere to all codes of conduct set forth in the Handbook.  The Executive Officers will be required to adhere to all codes of conduct set forth in the handbook.  In addition, the Executive Officers and Directors are required to adhere to an additional Code as set forth below (this "Code of Ethics").

Code of Ethics

APPLICABILITY

This Code of Ethics applies to the Bank's Directors and to the following Executive Officers:

  • Chief Executive Officer
  • Chief Financial Officer
  • Chief Lending Officer
  • Chief Marketing Officer
  • Chief Operating Officer
  • Such other Executive Officers as are designated by resolution of the Board of Directors

The Executive Officers and Directors meet their responsibilities under this Code of Ethics by striving toward and promoting:

  1. The highest standards of honest and ethical conduct, including ethical handling of actual or apparent conflicts of interest in personal and professional relationships;
  2. Full, fair, accurate, timely and understandable disclosure in all reports and documents that the Bank files with or submits to state or federal regulatory agencies, and in all of its public communications;
  3. Compliance with all applicable laws, rules and regulations, and with this Code of Ethics; and
  4. The prompt internal reporting of any violation of applicable laws, rules and regulations, or of this Code of Ethics, to the appropriate person or persons identified in this Code of Ethics.

REQUIREMENTS FOR EXECUTIVE OFFICERS AND DIRECTORS:

  1. The Executive Officers and Directors must act at all times in an honest and ethical manner.  The Executive Officers and Directors must avoid actual or apparent conflicts of interest in their personal and professional relationships.  A conflict of interest exists when a person's private interests interfere or appear to interfere in any way with the interests of the Bank.  The Executive Officers and Directors shall promptly bring to the attention of the Bank's Chief Executive Officer or Board Chairman and, if not promptly and appropriately acted upon, then to the Audit Committee, any actual or apparent conflict of interest of which they are aware.
  2. The Executive Officers and Directors are responsible for full, fair, accurate, timely and understandable disclosure by the Bank in the reports and documents it files with state and federal regulatory agencies, and in its public communications.  Accordingly, the Executive Officers and Directors shall promptly bring to the attention of the Audit Committee any material information they have that may affect the disclosures made by the Bank in its filings or its public communications, and shall otherwise assist the Audit Committee in fulfilling its responsibilities.
    In addition, in order to cultivate full, fair, accurate, timely and understandable disclosure by the Bank in its filings and public communications, the Executive Officers and Directors shall:
    1. Act in good faith, with due care and diligence, without misrepresenting material facts or subordinating their     independent judgment;
    2. Provide colleagues with accurate, complete, objective, relevant, timely and understandable information; and
    3. Share knowledge and maintain skills necessary and relevant to the Bank's needs.
  3. The Executive Officers and Directors shall also promptly bring to the attention of the Audit Committee any information they have concerning (a) significant deficiencies in the design or operation of the Bank's internal financial controls which could adversely affect its ability to record, process, summarize or report financial data or (b) any other material deficiency or any fraud involving accounting or auditing matters. 
  4. The Executive Officers and Directors must comply with applicable laws, rules and regulations.  The Executive Officers and Directors shall promptly bring to the attention of the Bank's Chief Executive Officer or Board Chairman and, if not promptly and appropriately acted upon, then to the Audit Committee, any information they have concerning evidence of a material violation by the Bank or any of its agents of the banking, securities or other laws, rules or regulations applicable to the Bank, or of this Code of Ethics.
  5. The Executive Officers and Directors must maintain the confidentiality of all confidential information entrusted to them with regard to the Bank, its clients, prospective clients or other third parties, except when disclosure is authorized or legally mandated.  Confidential or proprietary information includes, among other things, any non-public information concerning the Bank, including its financial performance, results or prospects, and any non-public information provided to the Bank by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed.  Executive Officers also will be required to maintain confidential information in accordance with any privacy policy adopted by the Bank.
  6. The Executive Officers and Directors must respect the rights of, and deal fairly with, clients, competitors and employees of, and suppliers to, the Bank.  The Executive Officers and Directors must seek competitive advantage through performance, and never through unethical or illegal business practices.  The Executive Officers and Directors may not take advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair practice.
  7. The Executive Officers and Directors owe a duty to the Bank to advance its legitimate business interests when the opportunity to do so arises.  The Executive Officers and Directors are prohibited from taking for themselves (or directing to a third party) a business opportunity that is discovered through the use of the Bank's property, information or position, unless the Bank has already been offered the opportunity and turned it down.  More generally, the Executive Officers and Directors are prohibited from using the Bank's property, information or position for personal gain or to compete with the Bank.
  8. The Executive Officers and Directors must protect the Bank's assets and ensure their efficient use.  The Bank's assets must be used for legitimate business purposes only.
  9. The Executive Officers and Directors are expected to responsibly maintain their personal finances.  Executive Officers and Directors must conduct their personal affairs so that they do not reflect poorly on the Bank.
  10. The Executive Officers and Directors shall not participate in or influence the decision to grant a loan to their relatives or close personal friends.

ADMINISTRATIVE MATTERS:

  1. The Audit Committee shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of this Code of Ethics.  The Audit Committee shall design such actions to reasonably deter wrongdoing and to ensure prompt and consistent enforcement of this Code of Ethics.  The actions may include written notice to the individual involved that the Committee has determined that there has been a violation and has approved, among other potential actions, censure, demotion or re-assignment of the individual, suspension with or without pay or benefits, or termination of the individual's employment.  With respect to a director, the Committee may recommend that the director resign from the Board, if the Committee determines that the director has violated this Code of Ethics.

    In determining appropriate action in a particular case, the Audit Committee or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was an isolated event or one of a series, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action, and whether or not the individual in question had committed other violations in the past.
  2. The Bank will make this Code of Ethics available to the public through one or more of the following methods:
    1. Including as an exhibit to the Bank's Annual Report to Shareholders beginning with the year ending December 31, 2004 (the "2004 Annual Report"); or
    2. Posting on the Bank's Internet web site together with disclosure in the Bank's  Annual Report of the Internet website address and the fact that the Bank has posted this Code of Ethics on its Internet website.
  3. The Audit Committee shall have the sole and absolute discretionary authority to approve any deviation or waiver from this Code of Ethics.  Any waiver, including an implicit waiver, shall be promptly disclosed to the full Board of Directors.  Such disclosure shall include a brief description of the nature of the waiver, the name of the person to whom the waiver was granted, and the date of the waiver.  For purposes of such disclosure, the term "waiver" means the approval by the Audit Committee of a material departure from a provision of this Code of Ethics, and the term "implicit waiver" means the Audit Committee's failure to take action within a reasonable period of time regarding a material departure from a provision of this Code of Ethics known to the Audit Committee.

Century Bank Board Committees

Asset and Liability Committee

Jeff Lynn, Chair
Lee Merwin
Mike Curtis
Kelly Richardson
Tom Widmer, President/CEO
Collin Alspach, SVP/Chief Lending Officer

Audit Committee

Lee Merwin, Chair
Mike Curtis
Rick Re

Compensation/Benefits Committee

Rick Re, Chair
Marty Smith
Kathy Wiltz

Marketing Committee

Kathy Wiltz, Chair
Jeff Lynn
Kelly Richardson
Marty Smith
Tom Widmer, President/CEO