The
purpose of this Code of Ethics is to establish certain standards
of conduct for the directors and executive and senior financial
officers, and individuals performing similar functions, of New Peoples
Bankshares, Inc. and its subsidiaries. The Company expects the highest
possible ethical conduct from these individuals in order to merit
and maintain the complete confidence and trust of its customers,
its shareholders and the public in general, and compliance with
this Code is mandatory. The intent of this Code is to support a
culture of transparency, integrity and honesty.
This
Code is intended to supplement the requirements of the code of conduct
that is applicable to all of the Company’s directors, officers
and employees.
Standards
Honest
and Ethical Conduct
This Code requires the Company’s directors and executive and
senior financial officers to exercise honest and ethical conduct,
including the ethical handling of actual or apparent conflicts of
interests between personal and professional relationships.
Conflicts
of interest are prohibited as a matter of Company policy. A “conflict
of interest” exists when an officer’s private interest
interferes or conflicts in any way (or even appears to interfere
or conflict) with the interests of the Company. A conflict situation
can arise when an officer takes actions or has interests that may
make it difficult to perform his work for the Company objectively
and effectively. Conflicts of interest may also arise when a director
or an officer, or a member of his family, receives improper personal
benefits as a result of his position with or in the Company, whether
from a third party or from the Company. If a question arises as
to the existence of a conflict of interest, the director or officer
should bring it to the prompt attention of the Audit Committee of
the Company’s Board of Directors.
In
addition, directors and officers are prohibited from taking for
themselves personally opportunities that properly belong to the
Company or are discovered through the use of corporate property,
information or position without the consent of the Audit Committee
of the Board of Directors. No director or officer may use corporate
property, information or position for improper personal gain. No
director or officer may compete with the Company directly or indirectly.
Directors and officers owe a duty to the Company to advance the
Company’s legitimate interests when the opportunity to do
so arises.
Each
director and officer is further expected to deal fairly with the
Company’s customers, vendors, competitors, officers and employees.
No director or officer should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation
of material facts or any other unfair dealing practices.
Full
and Fair Disclosure
This Code requires the Company’s directors and executive and
senior financial officers to promote full, fair, accurate, timely
and understandable disclosure in the reports that the Company files
with the Securities and Exchange Commission and in other public
communications. As a public company, it is of critical importance
that the Company’s filings with the Securities and Exchange
Commission be accurate and timely. The Company expects its directors
and officers to take very seriously their responsibility to provide
necessary information to assure that the Company’s public
reports are complete, fair and understandable and to provide prompt
accurate answers to any inquiry related to the Company’s public
disclosure requirements.
All
of the Company’s books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect
the Company’s transactions and must conform both to applicable
legal requirements and to the Company’s system of internal
controls. Unrecorded or “off the books” funds or assets
should not be maintained unless permitted by applicable law or regulation.
Directors and officers must not make a deliberate misrepresentation
concerning the Company or its business operations. No director or
officer shall create, or assist another in creating, a false or
misleading entry on the Company’s books or records.
In addition, directors and officers must make open and full disclosures
to, and have honest discussions with, the auditor of the Company’s
financial statements. Directors, officers, and any other persons
acting under their direction, are prohibited from taking any action
to fraudulently influence, coerce, manipulate or mislead any independent
public accountant engaged to perform audit or non-audit services
for the Company.
Compliance
with Law
This Code requires the Company’s directors and executive and
senior financial officers to comply with applicable governmental
laws, rules and regulations. Directors and officers are expected
to understand, respect and comply with all of the laws, regulations,
policies and procedures that apply to them in their position within
the Company.
Reporting
of Violations
This
Code requires the Company’s directors and executive and senior
financial officers to adhere to prompt internal reporting of violations
of this Code to appropriate persons.
Directors
or officers who suspect or discover any other director or officer
engaging in any illegal or unethical act have the responsibility
to promptly notify the Audit Committee of the Board of Directors.
Such communication will be kept confidential to the extent possible.
The Company will not permit retaliation against any employee for
reports of breaches of this Code.
Accountability
This
Code requires the Company’s directors and executive and senior
financial officers to maintain accountability for adherence to this
Code. It is the responsibility of each director and officer to be
familiar with this Code. The Audit Committee of the Board of Directors
is expected to make every reasonable effort to ensure that each
director and officer complies with the provisions of this Code.
Officers
who violate this Code may be subject to discipline, up to and including,
but not limited to, dismissal from employment. Directors may be
asked to resign from the Board. Any such action shall be reasonably
designed to deter wrongdoing and to promote accountability for adherence
to this Code
Disclosures
The
Company will make a copy of this Code publicly available through
the Company’s internet site or as an exhibit to its Annual
Report on Form 10-K.
The
Audit Committee of the Board of Directors shall consider any request
for a waiver of this Code. The Company must promptly disclose any
waiver of this Code to all of its shareholders as required by the
rules of the Securities and Exchange Commission.
