Insiders should not represent the Bank in any transaction where he or she has a material connection or a financial interest. The Bank will not purchase any goods or services from a company in which a director has a related interest.
If any fees or terms are found by the Board to be excessive, the Board shall take prompt corrective action, including requiring restitution to the Bank, to remedy the situation. No deposits shall be accepted from any insider of the Bank on more favorable terms than to any other ESSA customer, including higher interest rates, or longer or shorter maturities. No extension of credit shall be granted to any insider of the Bank on more favorable terms, such as a lower interest rate charged, and/or extended maturity than is available to the general public, or in the alternative, is widely available to all ESSA employees. Special attention will be paid by the Board to any potentially excessive salaries or bonuses, director’s fees, fees paid where there is no apparent benefit to the Bank, and fees paid for services not yet received. Conflicts of InterestĪll transactions with insiders will be made on substantially the same terms as those afforded other ESSA customers to avoid the appearance of preferential treatment. The internal auditor is given the authority to audit all of the elements under this policy as to compliance thereof. This includes not only making loans, but also approving overdrafts, accepting checks on uncollected funds, waiving non-sufficient funds (NSF), overdraft, or lateĬharges, and waiving the requirement for financial statements or collateral documents. A person is generally deemed to be in control if he or she owns 25% of the controlled entity, or owns 10% and is an executive officer or director of the controlled entity. Related Interests:Ī related interest is a company controlled by a person or a political campaign committee controlled by or benefiting a person. Executive Officers:Įxecutive officers include division heads, COO & President/CEO. Definitions: Insider:Įach executive officer or director and each of his or her related interest (as defined in Regulation O) is deemed to be an insider for the purpose of this policy. Recuse themselves from voting on the matter or transaction (if the insider is a director). Refrain from participating in the Board’s discussion of the matter or transaction, and,ģ.
The facts known to the insider as to the matter or transaction under consideration.Ģ. The existence, nature and extent of the insiders’ interest Ģ. Disclose to the Board all material non-privileged information relevant to the Board’s decision on the matter or transaction, includingġ. Insiders must, if they have an interest in a matter or transaction before the Board of Directors:ġ. Insiders must not advance their own personal or business interest, or those of others with whom they have a personal or business relationship, at the expense of the Bank. Policy Elements Conflict of Interest Policy Statement: Establish authority as to approval of exceptions to policy.Įstablish the authority for the President to require all insiders to submit a statement attesting to their compliance with this policy each calendar year.Įstablish the basic “Code of Ethics” to be employed by all insiders during the period for which he or she works for or represents the Bank. Set policy as to what constitutes a conflict of interest. Additionally, the policy will establish a “Code of Ethics” for all insiders. To provide the insiders of this Bank with the standards as to what is and what is not acceptable behavior with regards to conflict of interest. In order to protect that reputation, the Board has adopted this policy to ensure ESSA remains a trusted and viable entity in this community. The Board of Directors understands that ESSA Bank & Trust’s (ESSA’s) reputation for integrity and trust is determined by the conduct of its insiders.
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