Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report for Fiscal Year Ended 12/31/03 HTML 114K
2: EX-13 2003 Annual Report to Shareholders 64 273K
3: EX-14 Code of Ethics 3 17K
4: EX-21 Subsidiaries of the Registrant 1 6K
5: EX-31.1 Certification of Chief Executive Officer 2± 11K
6: EX-31.2 Certification of Chief Financial Officer 2± 11K
7: EX-32.1 Certification Pursuant to 18 U.S.C. Section 1350 1 7K
8: EX-32.2 Certification Pursuant to 18 U.S.C. Section 1350 1 7K
EX-14 — Code of Ethics
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EXHIBIT 14
DEARBORN BANCORP, INC.
COMMUNITY BANK OF DEARBORN
CODE OF ETHICS
POLICY STATEMENT
Dearborn Bancorp, Inc. and its subsidiary Community Bank of Dearborn
(collectively hereafter referred to as the "Bank") recognizes that a reputation
for integrity, trust, and confidence is of paramount importance and is dependent
upon the personal and professional conduct of its officers, employees and
directors. Persons who represent the Bank are expected to adhere to the highest
personal and professional standards in their dealings with customers, vendors,
the public and other employees; to assure the advancement of the Bank's
interests; and, to remain independent from influences that could impair, or
appear to impair impartial, objective banking judgment or action. As a condition
of continued employment, officers and employees of the Bank must comply with the
requirements of this policy. Each person must promptly disclose, and in certain
instances avoid, activities and interest that may conflict or lead to a conflict
between the best interests of the Bank and the officer or employee.
This policy applies to all officers and employees of Dearborn Bancorp, Inc.,
Community Bank of Dearborn, and members of their Boards of Directors and various
committees.
SPECIFIC POLICIES
CONFLICTS OF INTEREST
All conflicts of interest between officers, employees and directors of the Bank
and the Bank's interests are prohibited. A "conflict of interest" exists
whenever an individual's own interests interfere or conflict in any way with the
interest of the Bank. A conflict situation can arise when an officer, employee
or director takes actions or has interests that may make it difficult to perform
his or her work objectively and effectively.
SELF DEALING
An officer and employee's position with the Bank should not be used directly or
indirectly for private gain, advancement or personal interest or to obtain
benefits for oneself, customers, suppliers or other vendors. Officers and
employees must avoid dealing on behalf of the Bank with any person or firm with
whom they, or members of their immediate family, have any financial interest.
Buying from, selling to, making loans or commitments, acceptance of any business
or employment activity at any time which would conflict with the Bank's
interests or diminish one's ability to provide full, loyal, and undivided
service to the Bank is prohibited. No officer or employee should directly handle
or influence the handling of their own accounts with the Bank, or those of
family members, or, of the officer's or employee's businesses or business
associates.
PERSONAL INVESTMENTS AND FINANCIAL AFFAIRS
Bank officers and employees may make personal investments in corporate stock,
real estate, etc. Such investments, however, shall not be made as a result of
material insider information obtained through employment. Particular care should
be taken with original or new stock issues. Confidential information about the
Bank and its customers, suppliers, and vendors acquired by officers and
employees in the course of their duties is to be used solely for banking
purposes. In making personal investments, all officers and employees should be
guided by the keen awareness of potential conflict. It is expected that all
officers and employees will conduct their personal financial affairs in a manner
that will not reflect adversely upon the Bank or on their personal credit
standing in the community.
CONFIDENTIAL AND INSIDER INFORMATION
All information obtained from the relationships between the Bank and its
customers, prospective customers, suppliers, and vendors is confidential and
shall be used solely for Bank business purposes. The use of such information to
further private interests of oneself or others is unethical and may violate
security laws, the National Bank Act and regulations promulgated under that Act.
No information should be disclosed except as authorized by the customer or as
required by statute or a court of competent jurisdiction.
GIFTS AND ENTERTAINMENT
It is recognized that many customers and suppliers consider reasonable gifts and
entertainment as a sensible and acceptable business practice, without intending
to influence unduly the judgment of officers and employees in business matters.
However, an officer or employee should not accept gifts, entertainment, or other
favors of more than nominal value. As circumstances may vary widely, it is not
felt appropriate to place a dollar amount on "nominal." Rather, an officer or
employee who is offered a gift should consider such factors as how the
acceptance of such a gift is perceived by the donor, and how it would be viewed
by the public and the bank regulators. An officer or employee must never accept
any thing that could compromise the Bank's position, or could influence his or
her judgment in regard to the customer's dealings with the Bank. The
solicitation or acceptance of commissions, fees, or anything of monetary value
on the part of officers or employees in connection with the performance of their
duties is highly improper, and in some instances, illegal. Nor would it be
appropriate for a member of the officer's or employee's family to accept such
payments or gifts. Benefits based on a customer relationship, such as large
discounts not ordinarily available to others, must be declined. Officers and
employees and their immediate families should never borrow personally from
customers or suppliers unless these contracts are engaged directly in the
lending function, and then only under normal conditions with respect to interest
rates, terms, security, and repayment programs.
COMPETITION
Competition with other financial institutions should always be positive.
However, no agreement or understanding should be entered into with any financial
institution relative to interest rates, terms, conditions of pricing of bank
services or products except when cooperation is necessary as in the
consideration of a loan participation.
POLITICAL ACTIVITY AND CONTRIBUTIONS
Officers and employees are encouraged to maintain an interest and participation
in local, state, and federal government affairs. The Bank is restricted by
federal and state law which prohibits contributions of funds, property, or other
resources in support of a political party or candidate. No action or activity
should be undertaken for the perceived benefit of the Bank if the Bank could not
legally take such action directly. Care should be exercised so that political
activity or participation does not reflect on, or cause embarrassment to the
Bank.
OUTSIDE DIRECTORSHIPS
The Bank recognizes the value of having officers and employees serve as
directors or members of outside boards of profit-making and not-for-profit
corporations or business entities where there is no apparent conflict of
interest with the Bank. Prior to acceptance of a position on the board of
directors or other managing body of any such organization engaged in the
financial services industry or any such organization which does or seeks to do
business with the Bank, officers and employees must obtain the consent of the
Bank.
INTELLECTUAL PROPERTY
Intellectual property, including patents, copyrights, books, articles, programs
or equipment developed or improved upon by Bank officers and employees with the
use of the Bank's time, equipment, materials, or resources, during their
employment, are the sole and exclusive property of the Bank.
CONFLICT OF CONSCIENCE
In the event an officer or employee is requested or required to perform duties
to which he or she objects because of religious or personal convictions, or
legal or moral concerns, the assistance of the Bank's Human Resources department
should be obtained.
PUBLIC COMPANY REPORTING
As a public company, it is of critical importance that the Bank's filings with
the Securities and Exchange Commission be accurate, timely and understandable.
Depending on the officer or employees position with the Bank, the officer or
employee may be called upon to provide necessary information to assure that the
Bank's public reports are complete, fair and understandable. The Bank expects
all officers and employees to take this responsibility very seriously and to
provide prompt and accurate answers to inquiries related to the Bank's public
disclosure requirements.
COMPLIANCE WITH LAWS AND CORPORATE POLICIES
It is the continuing policy of Dearborn Bancorp, Inc and Community Bank of
Dearborn to comply fully with all laws, governmental rules and regulations
applicable to our industry. To this end, officers and employees are expected to
have a general knowledge of the laws, rules and regulations pertinent to their
areas of responsibility. It is improper to knowingly transact any business in
criminally-derived property or to assist in money laundering or in the
structuring of currency transactions so as to avoid reporting requirements. All
officers and employees will comply with the policies and procedures established
to maintain adequate accounting standards and a system of internal accounting
controls.
ENFORCEMENT OF CODE
Violations of this Code shall be promptly reported to the Board of Directors.
The Board of Directors shall determine, or designate appropriate persons to
determine, appropriate actions to be taken in the event of violations of this
Code. Such actions shall be reasonably designed to deter wrongdoing and to
promote accountability for adherence to this Code, and shall include written
notices to the individual involved that the Board has determined that there has
been a violation, censure by the Board, demotion or re-assignment of the
individual involved, suspension with or without pay or benefits and termination
of the individual's employment or such other action as the Board may determine
is appropriate under the circumstances. In determining what action is
appropriate in a particular case, the Board of Directors or such designee shall
take into account all relevant information, including the nature and severity of
the violation, whether the violation was a single occurrence or repeated
occurrences, whether the violation appears to have been intentional or
inadvertent, whether the individual in question had been advised prior to the
violations to the proper course of action and whether or not the individual in
question had committed other violations in the past. All reporting persons will
be treated fairly, equally and consistently.
AMENDMENT AND WAIVER
This Code may be amended by the Board of Directors. Any waiver of this Code for
officers, employees or directors may only be authorized by the Board of
Directors. Any waiver of this Code for directors or executive officers must be
promptly disclosed.
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