Code of Ethics

Directors/Executive Officers

The Board of Directors has adopted the following Code of Ethics for its members and executive officers to follow without exception. Inside directors are also required to follow the employee Code of Ethics. The executive officers and directors of this Bank serve the needs of the stockholders, the community, and the Bank's customers. Each holds a position of trust in our Bank. We expect each officer and director to avoid conflicts of interest, the appearance of conflicts of interest, and any violations of fiduciary responsibilities and duties.

The purpose of this Code of Ethics is to promote:

• Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
• Full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the issuer; and
• Compliance with applicable government rules and regulations.

Our actions must be beyond reproach. Specifically, we require that each executive officer and each director:

• Avoid involvement of any kind in the credit-approval process when the credit being considered will directly or indirectly benefit him or her. (This policy includes loans, overdrafts, immediate credit on funds, and any other forms of credit to an account.)
• Disclose to the President and to the Board by disqualification any actual or potential conflict of interest as soon as the situation arises. This includes disclosure of any material interest in the business of a borrower, an applicant, or other Bank customer. Participation in the discussion, or any attempt to influence the voting, by the Board of Directors regarding an extension of credit constitutes indirect participation in the voting by the Board of Directors on an extension of credit.
• Use only arm's-length transactions when buying, selling, or leasing assets or services to the Bank. It is Bank policy to contract for services, using only arm's-length transactions that are in the best interest of the Bank. Officers and directors are asked to honor this policy and to refrain from influencing or asking for special considerations as the Bank contracts for assets or services.
• Avoid accepting gifts, fees, or entertainment that exceed the nominal value of one hundred dollars ($100.00) from Bank customers or suppliers. "Nominal value" is intended to be a value that would be within the ability of the person to reciprocate on a personal basis or with a legitimate claim for reimbursement from the Bank under similar circumstances.
• Not become involved in any real estate projects or other ventures being financed by this Bank, or by any other banks on a reciprocal basis, without first fully disclosing to the Board of Directors the details of the involvement.
• In analyzing whether a conflict of interest is present, each Director and executive officer should consider the "tangible economic benefit rule" incorporated into the revised Regulation O. "In general, an extension of credit is considered made to an insider, to the extent that the proceeds are transferred to the insider or are used for the tangible economic benefit of the insider." An extension of credit is not considered made to any insider if the credit is extended on terms that would satisfy the standards set forth for extensions of credit to insiders, and the proceeds of the extension of credit to insiders, and the proceeds of the extension of credit are used in a bona fide transaction to acquire property, goods, or services from the insider.
• The Carrollton Bank and Carrollton Bancorp's business and customer information and any related files are confidential and cannot be disclosed to unauthorized persons or companies without permission. Directors and their associates may be held personally liable for using confidential information (obtained while serving as a Director) for personal benefit.
• All violations of this Code of Ethics shall be promptly reported to the Audit Committee.

The Directors of this Bank were elected to serve the needs of the stockholder, the community, the Bank's customers, and the Bank's employees - not to serve the personal financial needs of the directors. Legal, regulatory, and ethical considerations make it mandatory that directors avoid any and all conflict of interest situations. No policy can reference every potential conflict, but each director, by signing this Code of Ethics on an annual basis, agrees to be sensitive to the intent of the Board to be beyond reproach in its actions.

 

CEO Code of Ethics

In my role as chief executive officer of the Carrollton Bank and Carrollton Bancorp, I certify to you that I adhere to and advocate the following principles and responsibilities governing my professional and ethical conduct.

To the best of my knowledge and ability:

• I act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.
• I provide constituents with information that is accurate, complete, objective, relevant, timely and understandable.
• I comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.
• I act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing my independent judgment to be subordinated.
• I respect the confidentiality of information acquired in the course of my work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of my work is not used for personal advantage.
• I share knowledge and maintain skills important and relevant to my constituents' needs.
• I proactively promote ethical behavior as a responsible partner among peers in my work environment.
• I achieve responsible use of and control over all assets and resources employed or entrusted to me.

 

CFO Code of Ethics

In my role as a finance executive of the Carrollton Bank and Carrollton Bancorp, I certify to you that I adhere to and advocate the following principles and responsibilities governing my professional and ethical conduct.

To the best of my knowledge and ability:

• I act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.
• I provide constituents with information that is accurate, complete, objective, relevant, timely and understandable.
• I comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.
• I act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing my independent judgment to be subordinated.
• I respect the confidentiality of information acquired in the course of my work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of my work is not used for personal advantage.
• I share knowledge and maintain skills important and relevant to my constituents' needs.
• I proactively promote ethical behavior as a responsible partner among peers in my work environment.
• I achieve responsible use of and control over all assets and resources employed or entrusted to me.
   

 

 

Associate Code of Ethics

Because we are a financial institution we must be absolutely above suspicion or reproach. Both individually and as a company we must uphold the finest standards of business practice. In particular we must avoid the appearance of conflict of interest. Therefore, the following applies to all associates of Carrollton Bank and its subsidiaries:

No associate shall disclose to anyone, either during or after his or her employment, any confidential information obtained by him or her as a result of his or her employment, unless the written consent of an executive officer of the Bank has first been obtained. On termination of employment, no associate will, without permission of an executive officer of the Bank, take any material or media from the Bank in any form written or otherwise.

Each associate shall devote all of his or her time and attention to the business of the Bank, during normal working hours with the Bank, and shall not work for any other employer during said normal working hours with the Bank.

Each associate shall not use the Bank's property or equipment for other than officially approved activities of the Bank and for no other use or purpose.

No associate shall give gifts or provide entertainment totaling over $100.00 in value, or any other personal favor to, or accept the same from any person or organization with whom or with which the Bank may now have or may, in the future, have any business dealings.

Each associate is required to disclose any outside activities of a business nature or other employment to the Human Resources department on at least a yearly basis, in written form.

No associate may perform any business activity that conflicts or suggests a potential conflict with the best interest of the Bank or its subsidiaries.

No associate, during his or her term of employment with the Bank shall pursue or become directly or indirectly interested in any business or occupation that is in conflict with either the business of the Bank or its subsidiaries or with the rights, duties and responsibilities of such associate to the Bank.

No contract or other transaction between the Bank or its subsidiaries and any other party or entity shall be initiated by an associate who is pecuniarily or otherwise interested in the transaction, without disclosure to the Bank and their written consent thereto.

No exemption from the provisions of this policy shall be valid or given unless made in writing and signed by the President/CEO or Executive Vice President of the Bank in advance of the transaction contemplated by the associate.

Federal regulations require that certain associates are required to file reports with the Bank relating to securities transactions. You will be advised if this applies to you.