CODE OF CONDUCT
Safeguarding Confidential Information
In the conduct of ordinary business, ConnectOne Bank, (herein referred to as "Company"
or "CNOB"), and its employees have access to a variety of confidential
personal and business information about its customers. This policy statement addresses
the Company's philosophy and standards designed to protect proprietary information
and respect the confidentiality of our customers. We do not disclose information
about our customers or former customers to non affiliated third parties, except
as permitted by law. As a financial institution, information is critical in providing
the quality of service our customers have come to expect. However, we also know
that our customers entrust us with highly confidential information and expect that
we will protect that information. We must all maintain strict standards on safeguarding
No Disclosure Outside of Exceptions
ConnectOne Bank will never divulge any confidential customer information except
as required to conduct normal business. We do not sell information about our customers
or former customers to nonaffiliated third parties. There are certain circumstances
in which disclosure of customer or former customer information is required and permitted
We may disclose information to third parties about your accounts or transactions
you perform; (1) where it is necessary to complete transactions that a customer
requested; (2) in order to verify the existence and condition of an account for
a third party, such as credit reporting agency or merchant; (3) in order to comply
with government authorities or court orders; or (4) if the customer gives us written
Confidentiality and Security
Each department of ConnectOne Bank maintains strict policies and procedures regarding
customer information and data protection in specific operations. Employee access
to customer information is restricted to information necessary to perform his/her
individual job function in the normal course of business. Each employee shares in
the responsibility for preserving the confidentiality of customer and corporate
information. You must become familiar with the policies and procedures in your department.
If you are unclear on a particular policy or procedure, please consult your supervisor
We maintain physical, electronic and procedural safeguards that comply with federal
standards to guard our customers' non-public personal information. There are company-wide
policies on data security relating to mainframe (database) access and personal computer
use. In all forms of access to customer information, whether in person, telephone,
ATM's, the Internet, etc., there are strict procedures in place to ensure that a
customer's identity is verified prior to providing any information, whether through
personal passwords, or other form of identifying information.
Confidential and/or sensitive information collected by ConnectOne Bank must not
be used or disclosed for any reason other than the intended purpose and must be
protected from misuse, including misuse that could result in identity theft. Using
the Company's confidential information for personal profit or advantage or disclosing
confidential information to unauthorized persons (including company employees as
well as non-employees) is strictly prohibited.
The violation of this policy or any CNOB policy regarding the safeguarding of confidential
information will lead to disciplinary action up to, and including, termination.
Ensure the Integrity of Records
All Company records must be accurate and maintained with reliability and integrity.
Every transaction must be reflected in an accurate and timely manner. False entries
and/or participation in any activities that lead to false entries will be subject
to disciplinary action. Additionally, any employee who intentionally falsifies any
CNOB document or record will be subject to disciplinary action, up to and including
Tell the Truth
ConnectOne Bank's commitment to ethics in business includes a strong emphasis on
candor and integrity. We must be truthful in all communications with one another,
customers, internal and external auditors, regulators and attorneys. We must keep
complete and accurate business records. Only by being honest and forthcoming will
the Company maintain the respect and trust it needs to carry on its business operations
Know the Law
Every employee is expected to be familiar with the basic legal requirements that
apply to his or her duties on the job. We can familiarize ourselves with the laws
and regulations that apply to our work by receiving on-the-job training, reviewing
applicable Company policies and procedures, attending related Company training,
and of course, asking questions of our supervisors and Company attorneys.
When you need help understanding your legal obligations, you are expected to ask
your supervisor or Laura Criscione, EVP, Chief Compliance Officer for instruction
Compliance with the Law
In accordance with the Bank Bribery Act, ConnectOne Bank prohibits employees,
officers, directors, agents, and attorneys of the Company from soliciting, demanding,
or accepting anything of value from any person intending to be influenced or rewarded
in connection with any business or transaction of ConnectOne Bank.
This policy also prohibits anyone from corruptly giving, offering, or promising
anything of value to any person, with the intent to influence or reward an officer,
director, employee, agent, or attorney of ConnectOne Bank.
Members of the board of directors, management officials, and employees of ConnectOne
Bank are expected to:
- Conduct the business of the Company in full compliance with both the letter and
the spirit of the law and the guidelines established by this policy.
- Use confidential information properly.
- Recognize and avoid conflicts of interest, as defined on Page 7 below in the Conflicts
of Interest Section.
- Protect ConnectOne Bank property, including information, products, services, and
- Properly manage personal finances.
- Treat fairly and with respect all ConnectOne Bank employees, members, and others
with whom they have dealings.
The acceptance of fees (including special discounts or any direct or indirect
payment of money or property) and other items of value in return for services the
Company renders are generally prohibited. The following exceptions may be allowable:
- Payments of bona fide salary, wages, and fees or other compensation, whether paid
or reimbursed, when these payments are made in the usual course of business by CNOB;
- Acceptance of gifts, gratuities, or favors based on obvious family or personal relationships
(with parents, children, or spouses of ConnectOne Bank officials) where circumstances
are clear that the relationship rather than CNOB business is the motivating factor;
- Acceptance of meals, refreshments, or entertainment of nominal value* in the course
of a meeting or occasion while holding a bona fide business discussion, provided
these expenses are otherwise reimbursable by the Company as a justifiable business
- Except where prohibited by law, the acceptance of loans from banks or other financial
institutions, provided such transactions are made with the customary terms and are
used to finance legitimate and usual activities by ConnectOne Bank officials, such
as for a home mortgage;
- Acceptance of unsolicited promotional materials of nominal value* such as pens,
- Acceptance of discounts or rebates on merchandise or services, provided they do
not exceed those that are available to other ConnectOne Bank members or the general
- Acceptance of gifts of nominal value* on the occasion of recognized events such
as job promotions, new jobs, weddings, retirements, or religious celebrations;
- Acceptance of civic, charitable, educational, or religious awards in recognition
of a service performed or an accomplishment.
Other activities not identified in this policy may be acceptable on a case-by-case
basis with prior written approval from the Senior Management Team.
If officers, employees, directors, committee members, agents or attorneys
of ConnectOne Bank are offered or receive anything of value beyond what is authorized
in this policy, that person must disclose the following information in writing to
the CEO, President or Executive Vice President.
- the gift offered or accepted;
- the name of the donor and his/her company affiliation;
- the value of the gift;
- the circumstances surrounding receipt of the gift.
The Board of Directors will review the disclosures and determine what is acceptable
and reasonable and does not pose a threat to the integrity of CNOB. Officials of
CNOB must disclose all potential conflicts of interest, including those where the
person has inadvertently been placed in a situation due to either a business or
Each employee, officer and director should undertake to deal fairly with
the Company's customers, suppliers, competitors and employees. No employee should
enter into an arrangement with a customer, competitor or supplier that violates
or has the appearance of violating any law or regulation governing competition.
Additionally, no one should take advantage of another through manipulation, concealment,
abuse of privileged information, misrepresentation of material facts, or any other
unfair-dealing practices. Accordingly, every employee must follow the following
guidelines at all times:
- You must be truthful to customers, suppliers, and the government in all business
- You must not use or provide to a third party any business information for personal
- You must not give or accept bribes, kickbacks, promises or preferential extensions
- You must handle all transactions, contracts and commitments based on objective business
standards to avoid favoritism or perceived favoritism.
- You must not conspire or collude in any way with competitors.
Protection and Proper Use of Company Property
All employees, officers and directors have a duty to protect the Company's
property and assets and ensure their efficient and proper use. All Company assets
should be used for legitimate business purposes and in accordance with Company policies.
The use of Company electronic systems, including the telephone system and computer
systems and any Company issued equipment must be in accordance with the Technology
Related Policies set forth in the Company's Employee Manual.
Conflicts of Interest
It is the responsibility of each employee to ensure that they remain free
from any potential personal or private business interests that might adversely influence
his or her judgment as an CNOB employee. Compliance with this policy is a condition
of employment with CNOB. Employees of CNOB should avoid situations where their personal
interests could conflict with, or even appear to conflict with, the interests of
A "conflict of interest" occurs when your personal interests interfere
or even appears to interfere in any way with the interests of the Company. You are
expected to avoid all situations that might lead to a real or perceived conflict
between your self-interest and your duties and responsibilities as an employee,
officer or director of the Company.
Any position or interest, financial or otherwise, which could materially conflict
with your performance as an employee, officer or director of the Company, or which
affects or could reasonably be expected to affect your independence or judgment
concerning transactions between the Company, its customers, suppliers or competitors
or otherwise reflects negatively on the Company would be considered a conflict of
You shall not represent the Company in any transaction with respect to which you
have any material connection or financial interest. Without limiting the scope of
the term, a "material connection" includes the involvement of any family
member or close personal friend. "Family member" includes spouse, son,
daughter, parent, sister, brother, grandparent, grandchild, aunt, uncle, niece,
nephew, cousin, father-in-law, mother-in-law, sister-in-law, brother-in-law or any
other members of a household who are not otherwise included in this list of relatives.
The transactions covered by this rule include, but are not limited to, approval
of Bank overdrafts authorizing or accepting checks on uncollected funds, waiving
Bank charges or other nominal fees, making loans, waiving financial statements or
As an officer or employee of the Company, you should refuse to serve personally
as an executor, trustee, or guardian of an estate or trust of a customer unless
the customer is a relative of the employee.
Officers and employees of CNOB must not:
- Invest in a customer's business unless the investment is made by the purchase of
stock that is actively traded and the Company has no access to confidential information
relating to the business; or
- Subscribe to new issues of stock in a customer's business; or
- Invest in a customer's business or enable others to do so as a result of material
As a condition of your employment, you will be required to complete an initial Conflicts
of Interest Disclosure Form and then an Annual Employee Conflicts of Interest Disclosure
Form. If during the course of the year, circumstances change relating to conflicts
of interest or potential conflicts of interest, you are also required to update
your Conflict of Interest Disclosure Form within 30 days of that change in circumstance.
Outside Business Relationships
Before agreeing to act as a director, officer, consultant, or advisor for
any other business organization, as an officer or employee of the Company, you must
report in writing to and receive approval in writing by the Company's CEO / President
and/or Executive Vice President in order to avoid any conflicts of interest and
to maintain independence.
Acceptance of outside employment by officers and employees of the Company, other
than as director, officer, consultant, or advisor as described above must also be
reported in writing to and approved in writing by the Company's CEO / President
and/or Executive Vice President.
Directors should disclose all new directorships or potential directorships to the
Board of Directors or its Executive Committee in order to avoid any conflicts of
interest and to maintain independence.
Outside activities of whatever nature cannot be permitted to interfere with an employee,
or Officer's attendance and/or job performance or with the CNOB's reputation as
a trusted financial institution.
It is also unethical and illegal to buy, sell or trade or otherwise participate
in transactions involving the common stock or other security of any company while
in possession of similar non-public material information concerning such company.
Any questions concerning the propriety of participating in a transaction involving
the stock of the Company or the stock of another company stock or any other security
transaction should be directed to the EVP/CFO.
Extensions of Credit
CNOB may extend credit to any executive officer, director, or principal
shareholder of the Company only on substantially the same terms as those prevailing
for comparable transactions with other persons or that may be available to bank
employees generally as permitted by and in accordance with Regulation O of the Board
of Governors of the Federal Reserve System.
A Duty to Report
As part of its commitment to ethical and legal behavior, CNOB requires
its employees to report to the Company any actual or apparent violations of law
so that they can be investigated and dealt with. Failure to comply with this duty
to come forward is a violation of policy and can result in disciplinary action,
up to and including termination.
Procedure for Reporting
Normally, you should take issues to your immediate supervisor. However, if you are
not comfortable doing that, you may speak with:
- Any member of management at your branch
- A member of management at the headquarters location
- Laura Criscione, EVP/CCO at (201) 816-8900 ext. 205
If you are not comfortable using any of the reporting methods above, you may call
the contact the Chair of the Audit Committee of the Board of Directors at 201-445-5600,
e-mail address: email@example.com.
CNOB prohibits retaliation of any kind against individuals who have made good faith
reports of, or cooperated in the investigation of, complaints of violations of this
Code of Business Conduct and Ethics or other known or suspected illegal or unethical
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