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OC
Financial, Inc.
Code
of Business Conduct and Ethics
Section 1 - Overview
1.1
Purpose of the Code
This Code of Business Conduct and Ethics (“Code”) is intended
to deter wrongdoing and promote:
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Honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest between personal and
professional relationships;
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Full, fair, accurate, timely and understandable
disclosure in documents the Company files with, or submits to, the
Securities and Exchange Commission (“SEC”) and in all public
communications made by the Company;
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Compliance with applicable governmental laws, rules and
regulations;
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Prompt internal reporting to designated persons of
violations of the Code; and
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Accountability with respect to adherence to the Code.
1.2
Application of the Code
The Code
applies to all directors (where applicable), officers and employees of OC
Financial, Inc., and its subsidiaries (the “Company” or “OCF”), including Ohio Central Savings. The Code applies to all employee decisions
and activities within the scope of employment, or when representing the
Company in any capacity. A copy of the Code will be included in the
orientation package provided to new employees. Following review of the
Code, new employees will be asked to sign a written confirmation that they
have reviewed the Code in its entirety, and agree to adhere to its
provisions. All Company managers should be familiar with the requirements of
the Code, and should encourage employees to apply the Code to their daily
activities and decisions, and to seek guidance from the appropriate
individuals when additional information or explanation is needed. Each
executive officer and director shall affirm annually to the entire board of
directors that the executive officer or director has read and complied with
the Code, and that they do not know of any unreported violations of the
Code.
The Code
will be incorporated into the Employee Handbook.
1.3
Obtaining Guidance
If you need
additional explanation regarding a particular provision of the Code, or if
you need guidance in a specific situation, please contact your immediate
supervisor. If you are uncomfortable speaking to your immediate supervisor,
or if you require additional guidance after having consulted with your
supervisor, you are encouraged to contact the Company’s Chief Financial
Officer, its
President and Chief Executive Officer or, for sensitive matters, the
Chairman of its Audit Committee.
1.4 Reporting
Violations of the Code
Acting with the highest
standard of ethics and integrity is critical to the success of our Company,
and must be reflected in our daily decisions and actions. It is the duty and
responsibility of each employee and director to understand and adhere to the
principles provided in the Code so that potential issues may be effectively
and efficiently resolved and the valuable reputation of the Company
preserved. Any known or suspected violation of the Code must be promptly
reported. This includes violations or possible violations involving you,
another employee, including managers, or an agent acting on behalf of the
Company.
If you know of or
suspect a violation of the Code, including actions or failures to act,
immediately report the matter to your manager, the Company’s
Chief Financial Officer or the Company’s
President and Chief Executive Officer. If you are not comfortable reporting
a known or suspected violation to any of these persons or if the person to
whom you make a report is unresponsive, you may contact Nils Muladore, the
Chairman of the Audit Committee, at 6174-761-2302, Extension 116,
to leave a confidential message.
In addition, concerns
regarding questionable accounting, internal accounting controls or auditing
matters may be made directly to the Chairman of the Audit Committee. Such
concerns may be submitted confidentially, anonymously or otherwise.
All concerns or
complaints will be promptly investigated and appropriate action taken. No
person expressing concerns or complaints will be subject to any disciplinary
or other adverse action by the Company absent a knowingly false report. All
concerns or complaints may be made anonymously and will remain confidential.
Please provide sufficient information to allow parties to properly
investigate your concerns or complaints. The Company will retain a record of
all concerns and complaints, and the results of its investigations, for five
years.
1.5 Violations
Violation of this Code
is grounds for disciplinary action up to and including termination of
employment. Such action is in addition to any civil or criminal liability
which might be imposed by any court or regulatory agency.
Section 2 -
Confidentiality of Information
2.1 General
Every employee has a
strict responsibility to safeguard all confidential Company information
entrusted to (or known by) him or her. Each employee must respect and
maintain confidentiality regarding the transactions and affairs of the
Company.
A customer’s financial
or personal information is strictly confidential and must never be used or
disclosed in an improper or inappropriate manner. This information may not
be used as a basis for personal investment decisions. Employees must treat
confidential customer information in accordance with the provisions of this
Code.
Financial information
about the Company is not to be given to persons outside the Company unless
it has been reported to the shareholders or has otherwise been made
available to the public. Exceptions to this general policy include
disclosure to attorneys, accountants and other professionals working on
behalf of the Company, as well as regulatory examiners. Any and all
subpoenas of or for information received by an employee of the Company shall
be forwarded to the President and Chief Executive Officer for review and
response.
Employees possessing
information that could influence decisions regarding the purchase or sale of
Company stock must take precautions to ensure that this information is not
inappropriately shared with others, including other employees. Employees
with material nonpublic information are not permitted to buy or sell Company
stock or tip others who then trade. For more information on your
obligations, please review the memorandum distributed to all employees on
our policies against trading Company stock based on material, non public
information. If you need additional copies of this memorandum, please
contact President Robert Hughes.
This section also
applies to information inadvertently received by employees, including
e-mails, facsimile transmissions, all types of mail, including inter-office
mail, and all other forms of written, verbal or electronic communications.
2.2 Examples of
Confidential Information
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The identity of customers
and potential customers and their personal, business and financial
information;
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Non-public business and
financial information of the Company;
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Personal information
regarding any employee of the Company;
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Personal or non-public
business information regarding any supplier, vendor or agent of the
Company;
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Information related to,
including the identity of, potential candidates for mergers and
acquisitions;
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Information regarding the
Company’s business strategies, plans or proposals;
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Information related to
proprietary computer systems;
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Information related to
documentation systems, information databases, customized hardware or other
information systems and technological developments;
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Manuals, processes,
policies, procedures, compositions, opinion letters, ideas, innovations,
inventions, formulas and other proprietary information belonging to the
Company;
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Security information,
including without limitation, policies and procedures, passwords, personal
identification numbers (PINs) and electronic access keys;
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Communications by, to and
from regulatory agencies;
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Certain communications
with or from attorneys for the Company; and
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Any other information
which may be deemed confidential, or which may be protected according to
the Company’s Customer Privacy Policy.
2.3 Examples of
Material Inside Information
Generally, material inside information is defined as any information that
is not generally publicly known, and that a reasonable investor would likely
consider important in deciding whether to buy, sell, or hold the Company’s
stock. The following types of information, if not generally known or
publicly announced, should be considered material inside information and
treated according to the provisions of this Code:
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Proposals or plans for
mergers and acquisitions;
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Earnings estimates or
results, whether for the month, quarter or year;
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Determinations as to cash
or stock dividends to be paid by the Company;
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New product innovations;
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Major litigation, adverse
regulatory proceedings or a material threat of either event;
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Significant operational
issues, including changes in reserves for losses;
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Significant expansion of
operations, whether geographic or otherwise, or the curtailment of current
or future planned operations; and
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Any other information
which, if known, would likely influence the decisions of investors.
Section 3 - Conflicts of
Interest
3.1 General
Our ability to act fairly and with
integrity is critical in maintaining the trust we have established with our
customers, our shareholders, our suppliers and vendors, our regulators and
the communities we serve. Everyone must avoid any action or situation that
conflicts with the interests of the Company or its customers, or which gives
the appearance of a conflict. The appearance of a conflict can at times be
as damaging as an actual conflict, and can diminish the valuable
relationships we have developed with others. We should consistently conduct
ourselves in the best interests of the Company, its customers, shareholders
and employees, and should avoid situations which have the potential to
impair or affect independence and objective judgment. Any transaction
involving a conflict of interest must be approved in advance by the
Company’s President and Chief Executive Officer. If it involves a director
or executive officer, the matter must be approved in advance by the Audit
Committee of the Board of Directors.
3.2 Personal or
Related Business Opportunities
Directors and employees must avoid conflicts involving business
opportunities which may arise as a result of their service or employment
with the Company. These conflicts not only damage the Company’s reputation
but also may constitute civil and criminal violations of federal law. The
following are brief guidelines regarding improper business opportunities or
relationships that must be reported. These guidelines are not intended to be
the only business situations that may involve a conflict of interest.
Employees and directors
must disclose to the President and Chief Executive Officer if a relative or
business associate of the employee or the director provides or is seeking to
provide goods or services to the Company.
3.3 Employment
Outside of the Company
Outside employment may compromise an
employee’s judgment or impede the employee’s ability to act in the Company’s
best interests. Accordingly, full-time employees may not work full-time for
another employer. A part-time employee may work for another employer, and a
full-time employee may work part-time for another employer with the written
approval of his/her current supervisor provided that such employment does
not place the employee in a position of competition with the Company,
whether direct or indirect.
3.4
Preferential Treatment in Providing Services
Every customer and employee is entitled
to respect, courtesy and equality. Employees must provide the highest level
of professionalism and service on a consistent and equal basis. The
following are guidelines on how to avoid preferential treatment of certain
individuals or businesses.
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Employees must avoid
favoring the interests of certain customers, suppliers or other employees.
All standard practices, policies and procedures apply to all similarly
situated individuals and the general public.
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Employees must avoid
preferential treatment for themselves, relatives, friends or business
associates. Employees should not be involved in Company matters that
involve their own business or the business of their relatives, friends or
business associates. In these situations, employees should have an
unrelated employee handle the matter.
3.5 Gifts To
and From Directors and Employees
Directors and employees are discouraged
from accepting gifts of any kind in their capacity as a representative or an
employee of the Company. Soliciting or accepting anything of value in
connection with a business transaction may be a violation of law, with
penalties including both monetary fines and imprisonment. A director or
employee, however, is permitted to accept gifts of nominal value, except if
the gift would affect, or may be perceived to affect, the judgment or
objectivity of that individual or where there is an intention to influence
or reward any business decision or transaction, whether before or after the
decision or transaction is discussed or consummated. Except as set forth
below, gifts exceeding $100.00 in value must be reported to the President
and Chief Executive Officer within ten (10) days of receipt.
We recognize the
following exceptions to the prohibition on accepting of gifts, which are
listed below and which would not violate this Code:
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Meals and entertainment. Employees may periodically give or receive meals,
refreshments, or other forms of entertainment, including tickets to
sporting events, etc., if:
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Advertising and
Promotional Materials.
Employees may occasionally accept or give advertising or promotional
materials of nominal value, such as pens, pencils, notepads, calendars,
etc. Gifts of promotional and advertising materials should not exceed
$100.00 in value.
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Cash and Personal Gifts. Gifts to employees from customers generally are
intended as sincere expressions of friendship and appreciation based on
the personal relationships that often develop in the normal conduct of
business. Gifts of cash, in any amount, and any other gifts valued in
excess of $100.00, whether in the form of food, merchandise, unusual
discounts, entertainment or the use of customer or supplier facilities,
should be courteously declined as contrary to Company policy. Properly
handled, this can be done without offense. Gifts of cash include cash
equivalents such as gift certificates, checks, money orders, securities or
other items that may readily be converted to cash. Acceptance of gifts,
gratuities, amenities or favors based on obvious family or personal
relationships (such as those between the parents, children or spouse of a
corporation official) where the circumstances make it clear that those
relationships, rather than the business of the Company, are the motivating
factor are acceptable.
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Discounts or Rebates.
Employees may take advantage of discounts on the
Company’s products or services if they are offered to all employees
generally. Employees may also periodically accept discounts or rebates on
merchandise or services from a customer or supplier, provided that such
discounts or rebates are offered with the same terms and conditions to all
other employees, and the value of such discounts or rebates does not
exceed $100.00. This limitation does not apply to discounts or rebates
widely available to the general public.
3.6 Gifts to
Government Officials.
Various laws and
regulations impose certain restrictions on giving anything of value
(including office space, meals, transportation, etc.) to elected and
appointed officials, including employees of the Company’s regulatory
agencies. Registered lobbyists are subject to additional restrictions.
Employees should consult with the President and Chief Executive Officer
before entertaining or providing goods or services to these individuals.
3.7
Memberships on Corporate Boards or Advisory Committees
If you are considering
accepting an invitation to serve as a board member of an outside company,
advisory board, committee or agency, you must first obtain appropriate
approval from the Company’s President and Chief Executive Officer.
The Company’s consent is
not required for membership on the boards of charitable or community
organizations, as long as such activity does not conflict or interfere with
your duties as a Company employee and does not reflect negatively on the
Company.
In general, it is
permissible to serve as a director (or in a substantially similar capacity)
of another company only under the following circumstances:
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The
other company is not a competitor of the Company or be engaged in a business
that enhances the marketability of or otherwise supports the products or
services of a competitor of the Company.
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If the
company is one in which the Company has invested, the prior consent of the
President and Chief Executive Officer of the Company must be obtained.
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You
must not make, participate in or influence decisions on behalf of the
Company that relate to the Company’s relationship with the other company.
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The company’s business must not be
illegal, immoral or otherwise reflect negatively on the Company.
3.8 Other
Potential Conflicts of Interest
No statement of policy can address all situations that may present a
conflict of interest for employees. The Company must rely on the character,
integrity and judgment of its employees to avoid those situations that may
create a conflict of interest, or the appearance of a conflict. In
situations not specifically addressed in this Code, or in instances in which
employees need additional guidance or explanation regarding a particular
situation, employees are encouraged to consult their immediate supervisor,
or to contact the Company’s President and Chief Executive Officer
Section 4 - Use
of Company Property and Company Time
4.1 General
In order to maintain our efficient operation, all Company property should
be closely protected and used primarily for business-related purposes. This
limitation includes, but is not limited to, the following:
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Employees’ use of Company
technology, including voicemail, electronic mail, facsimiles, internet and
other electronic communication should be primarily for business-related
purposes, and should be used in a manner that does not adversely affect
the Company’s reputation or that of its employees;
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Employees should exercise
a reasonable amount of caution in ensuring the physical security of
Company property, including laptop computers, mobile telephones, pagers
and other mobile equipment belonging to the Company, especially when such
property is used off Company premises;
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Employees should not use,
modify or provide access to Company property, including facilities,
records technology, data and documentation, except as authorized in the
course of employment; and
4.2 Use of
Intellectual Property
Any and all innovations
created by a Company employee in his/her capacity as an employee become the
exclusive property of the Company, and cannot be used for any other purpose
without the express prior written consent of the Company. These innovations
are generally considered “intellectual property,” which belong exclusively
to the Company, and include, but are not limited to, the following examples:
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All forms of expression
prepared by employees of the Company in the course of employment,
including those committed to paper, e-mail, facsimile transmissions,
computer memory, audio, video or other tangible medium;
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All confidential
information such as computer software programs, manuals, handbooks,
documentation, customer lists or databases, client profiles or marketing
strategies and plans; and
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All Company names,
trademarks, service marks, product names, program names and other forms of
identification.
4.3 Removal of Company Property
The improper removal of Company property
from the premises is prohibited. This includes unauthorized disclosure or
transmittal of Company information or Company records or materials to
outside parties.
Upon termination of
employment with the Company, employees are required to return all Company
property to the Company. This includes intellectual property, described in
Section 4.2 above, all hard copy and computer stored information, data and
documentation, whether originals or copies, customer lists and databases,
computer hardware and software, statistical or other scientific analysis,
product pricing information, including formulas and models, financial data
and analysis, cellular telephones and pagers, corporate credit cards and
telephone access cards, facilities access cards and keys, and any other
Company information or property obtained or acquired during an employee’s
tenure with the Company. To the extent permitted by applicable law, the
Company reserves the right to withhold compensation or other payments from
employees until all property has been returned.
4.4 Use of
Company Time
During working hours and
during any period of time that an employee is utilizing Company facilities
or equipment, employees should devote substantially all of the employee’s
time to his/her employment duties.
4.5 Rebates or
Refunds to Company
Payments to or by
employees in the nature of a bribe or kickback are strictly prohibited. Any
rebate, refund or any form of compensation not specifically provided by or
authorized by the Company, received either directly or through a third party
and paid either to or by employees is prohibited. Company policy permits
employees to retain miles or points earned from airlines, hotels, car rental
agencies, etc., for personal use, and therefore miles or points are excluded
from the requirements of this provision.
4.6 Accounting
Practices
All employees are expected to attempt to
comply with (i) generally accepted accounting principles, (ii) the systems
of internal controls, internal control over financial reporting and
disclosure controls and procedures established by the Company and
(iii) provisions of the federal securities laws requiring that corporate
books and records accurately and fairly reflect in reasonable detail the
financial condition and results of operations of the Company. These
requirements are intended to promote full, fair, accurate, timely and
understandable disclosure in reports and documents filed with, or submitted
to the SEC and in the Company’s public statements. In furtherance of these
requirements, employees must practice the following:
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No payments from
corporate funds or other assets shall be approved or be made with the
intention or understanding that any part of such payment will be used for
any purpose other than that described by the documents supporting the
payment. All payments must be supported with appropriately approved
purchase orders, invoices or receipts, expense reports or other customary
documents.
In accordance with
the rules promulgated by the SEC, it is unlawful for any officer or director
of the Company or any other person acting under the direction of such
person, to take any action to fraudulently influence, coerce, manipulate, or
mislead any independent public or certified accountant engaged in the
performance of any audit of the Company’s financial statements for the
purpose of rendering such financial statements materially misleading.
Section 5 -
Political, Governmental and Non-Profit Contributions and Activities
5.1 General
Employees may
participate in our government and political processes. However,
participation must be in the employee’s individual capacity and not as a
representative of the Company. Only lobbyists, employees and agents of the
Company who have been formally engaged to act on behalf of the Company may
participate in political activities in that capacity.
Except with the approval
of the Board of Directors, no employee may make a contribution on behalf of
the Company, or offer the use of Company facilities, equipment or personnel
in connection with any political party, candidate or election, whether
partisan or non-partisan.
5.2
Participation in Non-Profit Organizations
Employees are encouraged
to actively participate in non-profit organizations that support the
communities and customers served by the Company. The Company provides many
opportunities for its employees to participate in non-profit services and
events, and also encourages employees to participate in activities beyond
those sponsored or promoted by the Company.
In instances in which an
individual participates in non-profit activities or services in their
capacity as an employee of the Company, employees must do so with the same
level of ethics, professionalism and integrity exercised in the workplace.
This includes a duty to avoid situations that may present a conflict of
interest or the appearance of a conflict. Employees must not represent that
they are making decisions on behalf of the Company. Any pledge or gesture of
the Company’s support or participation in a non-profit organization must
receive advance approval from the Company’s President and Chief Executive
Officer.
Section 6 -
Personal Conduct
6.1 General
Employees are the
Company’s most valuable asset, and the proper conduct of employees is
essential to the success of the Company. It is imperative that all employees
conduct their daily activities, transactions and interactions with
customers, fellow employees, our regulators and others with the highest
standard of integrity and professionalism. Employees should act in a
courteous and considerate manner at all times, and should be respectful of
the rights of others. Employees are expected to refrain from any dishonest
or inappropriate act in connection with their employment. The Company, at
its discretion, is the sole determiner of what types of conduct are
improper, and what, if any, action will be taken in instances in which
employees exhibit improper or inappropriate behavior. Inappropriate behavior
includes any activity through which an employee reduces or destroys his or
her effectiveness, the effectiveness of a fellow employee, or the ability of
the Company to serve its customers.
Employees are required to maintain
eligibility for coverage under the Company’s fidelity bond under federal law
and as a condition of employment. Employees are also expected to exhibit
appropriate behavior outside of the workplace, as improper behavior beyond
the confines of one’s employment may also reflect negatively on the Company.
6.2 Corporate
Policies
All directors and
employees are required to comply with the requirements of all policies of
the Company. Directors and employees must also comply with the procedures
implementing and effectuating the provisions of these policies.
This section applies to
all Company policies, including, but not limited to, human resource
policies, legal and compliance policies, privacy and security policies,
corporate governance guidelines, as well as this Code. Failure to comply
with Company policies and procedures (including this Code) may result in
disciplinary action including, in severe situations, immediate termination
of employment.
6.3 Compliance
with Law
All directors, officers
and employees of the Company are expected to understand, respect and comply
with all of the laws, regulations, policies and procedures that apply to
them in their positions with the Company. It is the personal responsibility
of all directors and employees to adhere to the standards and restrictions
imposed by such laws, regulations, policies and procedures.
6.4 Fair
Dealing
We seek to outperform
our competition fairly and honestly. We seek competitive advantages through
superior performance, never through unethical or illegal business
practices. Stealing proprietary information, possessing or utilizing trade
secret information that was obtained without the owner’s consent or inducing
such disclosures by past or present employees of other companies is
prohibited.
Each director, officer
and employee is expected to deal fairly with OCF’s customers, suppliers,
competitors, officers and employees. No one should take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair dealing.
6.5 Public
Company Reporting
As a public company, it is of critical importance that
OCF’s filings with the Securities and Exchange Commission be accurate and
timely. Depending on their position with the Company, an employee, officer
or director may be called upon to provide necessary information to assure
that the Company’s public reports are complete, fair and understandable.
OCF expects employees, officers and directors to take this responsibility
very seriously.
Section 7 -
Administration and Waivers
7.1
Administration
This Code will be administered and
monitored by the Company’s President/CEO. General questions and requests for
additional information on this Code should be directed to the President/CEO.
7.2 Waivers and
Amendments
Any requests for waivers
of the Code for employees who are not executive officers must be directed
through your supervisor to the President/CEO. Requests for waivers for
directors and executive officers must be directed to the Board of Directors.
Only the Board of Directors may waive the applicability of the Code for a
director or executive officer. Any waiver granted to directors or executive
officers, including the principal executive officer and the principal
accounting officer, and the reasons for granting the waiver, and any change
in the Code applicable to directors and executive officers, including the
principal executive officer and the principal accounting officer, must be
promptly disclosed to the public as required by law or by the listing rules
of the Nasdaq.
Any amendments to the Code must be
approved by the board of directors of the Company.
7.3
Miscellaneous
It is the Company’s
intention that this Code of Conduct and Ethics be the written code of ethics
under Section 406 of the Sarbanes-Oxley Act of 2002, complying with the
standards set forth in SEC Regulation S-B Item 406.
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