Code of Ethics
For Directors, Officers and Employees of
Peoples Bancorp Inc. and its Affiliates
Ethical behavior has always been, and is today more than ever, required and expected of each and every officer, director, and employee of Peoples Bancorp Inc. (“Peoples”) and its affiliates.
This Code of Ethics (the “Code of Ethics”) has been adopted by the Board of Directors of Peoples to demonstrate to the public and Peoples’ shareholders the importance that Peoples’ Board of Directors and management place on ethical conduct. This Code of Ethics is intended to set forth Peoples’ expectations for the conduct of ethical business practices by its directors, officers and employees (individually, each a “Person”), to promote advance disclosure and review of potential conflicts of interest and similar matters, to protect and encourage the reporting of questionable behavior, to foster an atmosphere of self-awareness and prudent conduct and to discipline appropriately those who engage in improper conduct.
Accordingly, it is the policy of Peoples that each Person, expressly including, but not limited to, the Chief Executive Officer, the Chief Financial Officer, and the Controller of Peoples, adhere to and advocate the following principles governing the professional and ethical conduct in the fulfillment of his or her responsibilities:
1. Act with honesty and integrity, avoiding actual or apparent conflicts between his or her personal, private interests and the interests of Peoples, including receiving improper personal benefits as a result of his or her position.
2. Do not use corporate information, corporate assets, corporate opportunities, or one’s position with Peoples for personal gain. Do not compete directly or indirectly with Peoples.
3. When a conflict of interest arises, each Person has a duty to place Peoples’ interests above his or her own personal interests. In those instances where a decision or practice of Peoples may appear to have been made to advance a personal interest, it is essential the decision be made or approved by the independent and “disinterested” officers or directors of Peoples. For purposes of determining whether a conflict of interest exists, the receipt of any personal benefit that is not clearly reasonable and business-related, or is excessive under all the facts and circumstances from any person with whom Peoples does business, must be reported as provided in this Section.
In those instances where an employee or non-executive officer of Peoples faces a potential conflict of interest, the employee or officer should report the potential conflict of interest to the Auditor of Peoples (“Auditor”) or the General Counsel of Peoples (“General Counsel”) for consideration and review. The Auditor and General Counsel shall have the right to determine in advance whether any such personal benefit constitutes a conflict of interest in violation of this Code of Ethics and/or to require that such personal benefit be returned to the provider and/or reimbursed to Peoples.
Any action or transaction in which the personal interests of an executive officer or director of Peoples may be in conflict with those of Peoples must be promptly reported to the Audit Committee of the Board of Directors of Peoples (the “Audit Committee”). The Audit Committee shall have the right to determine in advance whether any such personal benefit constitutes a conflict of interest in violation of this Code of Ethics and/or to require that such personal benefit be returned to the provider and/or reimbursed to Peoples.
4. Perform responsibilities with a view to causing Peoples’ reports, documents, and disclosures filed with or submitted to the SEC and other public communications to contain information which is accurate, full and complete, fair, timely and understandable. In compliance with the rules and regulations of the SEC and The NASDAQ Stock Market, Peoples is required to issue financial statements in conformity with generally accepted accounting principles and to make public disclosures regarding certain aspects of its business. It is expected that each Person, in accordance with his or her responsibilities, will keep accurate and complete books, records, and accounts that enable Peoples to meet its accounting and financial reporting obligations.
Any employee or officer who, in good faith, believes Peoples’ accounting method is inappropriate or not in compliance with generally accepted accounting principles, or has concerns about any questionable accounting or auditing matter or any other accounting, internal accounting control or auditing matter, should report this finding directly to Peoples’ Chief Financial Officer, Auditor, or General Counsel and, if unsatisfied with the response, directly to the Audit Committee. The Audit Committee has established a procedure for such reports that ensures the confidentiality of the reporting person by use of a 24 hour 7 days a week available toll free number published from time to time and serviced by a third party provider. In addition, any Person who becomes aware of a material event or fact involving Peoples that has not been previously disclosed publicly should immediately report such material event or fact to the Chief Financial Officer, Auditor, or General Counsel.
5. Comply with laws of federal, state, and local governments applicable to Peoples, and the rules and regulations of private and public regulatory agencies having jurisdiction over Peoples. While this principle is seemingly self-explanatory, at times, the application of any particular law, rule or regulation to Peoples may not be perfectly clear. When a Person is unsure or has any question as to the application to Peoples of any law, rule or regulation, it is expected the Person will seek appropriate guidance from the General Counsel of Peoples. Directors of Peoples should also seek guidance from Peoples’ General Counsel. With the prior approval of the Audit Committee, a director may also seek guidance from Peoples’ outside counsel. In addition, the Audit Committee is specifically empowered to engage non-company counsel if or when it believes such an engagement is prudent.
6. Act in good faith, responsibly, with due care, and diligence, without misrepresenting or omitting material facts or allowing independent judgment to be compromised.
7. Respect the confidentiality of information acquired in the course of the performance of his or her responsibilities, except when authorized or otherwise legally obligated to disclose. Do not use confidential information acquired in the course of the performance of his or her responsibilities for personal advantage.
8. Proactively promote ethical behavior among subordinates and peers.
9. Use corporate assets and resources employed or entrusted in a responsible manner.
10. Advance Peoples’ legitimate interests when the opportunity arises.
11. Promptly report any possible violation of this Policy to the Audit Committee, the Auditor or the General Counsel. Any such report involving the Chief Executive Officer, the Chief Financial Officer, or the Controller received by the Auditor or the General Counsel shall be reported to the Audit Committee. All such reports, when received, shall be maintained confidentially to the extent legally appropriate and shall not be the cause of any adverse action taken against the reporting party.
THERE ARE MANY OTHER POLICIES THAT ARE VERY IMPORTANT TO PEOPLES AND ITS OPERATIONS. NOTHING HEREIN SHALL RELIEVE ANY OFFICER, DIRECTOR OR EMPLOYEE FROM COMPLYING WITH ANY OTHER APPLICABLE POLICY OF PEOPLES.
It is also the Policy of Peoples that the Chief Executive Officer, the Chief Financial Officer, and the Controller acknowledge and certify to the foregoing annually and file a copy of such certification with each of the Audit Committee and the General Counsel. All Directors, Officers and employees of Peoples and its affiliates shall acknowledge reading this policy annually.
Peoples expects full compliance with this Code of Ethics. Peoples will not permit any retaliation against an employee or an officer who appropriately reports a matter that he or she, in good faith, believes, to be a violation of the Code of Ethics. Reports to the Audit Committee involving any Person may be made on a confidential basis through use of a 24 hour 7 days a week available toll free number published from time to time and serviced by a third party provider or other procedure established by the Audit Committee. Any Person who is found to have violated the Code of Ethics may be subject to discipline, including termination of employment.
In connection with a possible violation of this Code of Ethics by an employee or non-executive officer, the Auditor and the General Counsel, jointly and exclusively of themselves, shall have the power to monitor, may make determinations, and take actions appropriate to the circumstance.
In connection with the possible violation of this Code of Ethics by an executive officer or director of Peoples’, the Auditor and General Counsel, acting jointly or severally, shall have the power to monitor and may make recommendations to the Audit Committee. The Audit Committee shall have the power to monitor, make determinations, and recommend action to the Board of Directors, expressly including violations of Section 4. Such recommendations to the Board of Directors shall be made no later than thirty (30) business days from the date the Audit Committee became aware of the potential violation. In the event Peoples Board of Directors recognizes that a violation of this Code of Ethics by an executive officer or director of Peoples has occurred, but elects not to take any remedial or other action against the offending executive officer or director, Peoples shall disclose within five (5) business days the facts and circumstances of its election to waive the identified provision(s) of this Code of Ethics by posting the same on Peoples’ website or by any other such means required under applicable law or the requirements of the SEC and/or NASDAQ.
Peoples website address is www.peoplesbancorp.com. Disclosures of amendments to this Code of Ethics or waivers of provisions of this Code of Ethics, when disclosed through use of Peoples’ website, will remain available for one (1) year from the date of first posting.
Approved by Peoples Bancorp Inc. Board of Directors on March 13, 2008.