NBT Code Of Business Conduct And Ethics 1-26-17

Transcription

Code of BusinessConduct and EthicsThe RightPeople.Doing theRight Things.In theRight Way.

THE RIGHT PEOPLE. DOING THE RIGHT THINGS.IN THE RIGHT WAY.The success of our business depends on our reputation. It serves as the basisfor the trust our customers have in us. Each and every day, we have theprivilege of earning and protecting that reputation as a direct reflection of thehonesty, integrity and trustworthiness we convey to our coworkers, customers,communities and shareholders.We must all be vigilant and conduct ourselves according to the highest ethicalstandards in order to protect NBT’s reputation. To that end, we have adoptedthis Code of Business Conduct and Ethics (the “Code”).While not intended to be a complete set of instructions for behavior in everyconceivable situation, it is a practical tool that should be used to guide ouractions. Compliance with the Code, our company policies, and the laws andregulations applicable to our business must be a priority for each and everyone of us as we take responsibility for doing the right things in the right way.We encourage you to invest time in reading the Code, discussing it with yourteammates and asking questions to clarify your understanding. Refer to it whenyou’re not sure what to do, and speak up when you have concerns.Thank you for that commitment to integrity.Martin A. DietrichChairmanJohn H. Watt Jr.President and Chief Executive OfficerCatherine M. ScarlettExecutive Vice President and Chief Human Resources/Ethics OfficerNBT Bancorp Inc.Table of ContentsRevised 02/21/2017Page 2

Our ValuesOur Values play a special role in shaping our corporate culture and guiding our ethical behavior. They define our priorities, how weconduct ourselves at work and how we treat each other. They also influence our attitudes, actions and the type of leadership rityValuesMutualRespectPositiveAttitudeNBT Bancorp Inc.AccountabilityTeamworkTable of ContentsRevised 02/21/2017Page 3

Table Of ContentsAsking Questions and Reporting Concerns .6Avoiding Conflict of Interest . 17Insider Trading Is Never Acceptable or Permitted . 17Recognizing Money Laundering and Other Issues . 18Treating Our Customers Fairly . 18Complying with Anti-Bribery Laws . 19Handling Personal Relationships . 19Restrictions on Outside Employment . 20Running for Political Office . 21Protecting Intellectual Property . 21Monitoring and Use of Company Resources . 22Your Individual Responsibilities .7NBT’s Gifts and Entertainment Policy . 23Message for Managers and Supervisors .8Important Notice Regarding Violations . 26Navigating This Document Click on the topic of interest to go directly to that page.Click on Table of Contents at the bottom or each page toreturn to this page.Click on hyperlinks through the document to review relatedpolicies and information.Ethics Litmus Test.5Leading by Example: Expectations for Senior Leaders .9Non-Retaliation Policy .10Important Policies That Support Our Ethical Behavior .11We Believe in Diversity and Inclusion .11We Do Not Tolerate Harassment or Discrimination .11We Keep Each Other Safe at Work .12We Are Vigilant About Security in the Workplace .13We Keep Bank Information Confidential .13We Manage Corporate News andInformation Properly .15We Do Not Take Unauthorized Photographsor Recordings .15We Take Care Using Social Media and in Other ExternalCommunications .15We Comply with Accounting, Auditing andInternal Controls .16NBT Bancorp Inc.Table of ContentsNBT ETHICS LINE866.730.0035 or www.nbtbank.com/ethicsRevised 02/21/2017Page 4

Ethics Litmus TestDoing the right thing often comes down to asking the right questions. The questions on this page serve as a litmus test to help youevaluate ethical matters that you encounter in your work life. If you answer “No” to any of these questions, the conclusion is clear—don’t do it.Is it legal?Does it complywith our policies?Does it meet both the letterand spirit of the law?If not specifically addressed in ourpolicies, does it comply with applicableregulations or regulatory guidance?How will it beviewed by others?If it appears in the media,will it reflect positivelyon you and/or NBT?Would your family be proud of youractions? How about your coworkers,supervisor, customers and members ofyour community?If a news reporter published a storyabout it, would it embarrass you?Does it reflectall of Our Values?Review the information on page 3 toensure your actions are in alignment.Is it in the best interest ofour customers, shareholdersand employees?Does your action provide the bestsituation and outcome for ourcustomers, shareholders andcoworkers?If you have questions, need guidance or need to report an ethics concern or violation, the resources listed on page 6 are available toassist you.NBT Bancorp Inc.Table of ContentsRevised 02/21/2017Page 5

Asking Questions and Reporting ConcernsWe must all commit to highest standards possible at NBT.That means that we are all responsible for engaging in dialogabout possible ethical issues and reporting them. Supervisors,managers, directors and members of the ExecutiveManagement Team have a special responsibility to supportand encourage anyone who comes forward with concerns.NBT prohibits any retaliatory action against any individual whoraises legitimate concerns or questions regarding ethics,discrimination or harassment matters or for reportingsuspected violations.Our Code of Business Conduct and Ethics addresses the mostcommon issues you might encounter at work, but it doesn’tcover everything. If you have questions or need to reportconcerns about possible ethics violation, you should feelcomfortable using any of the contacts or channels ofcommunication detailed below. The NBT Ethics Line is available 24/7/365. Thisconfidential resource is provided by an independentthird party. No methodof identifying individuals is used, and you may chooseto remain anonymous if you desire. Call 866.730.0035or go online: www.nbtbank.com/ethics Any member of Executive Management Team,including Chief Human Resources/Ethics OfficerCatherine M. Scarlett at 607.337.6393 Corporate Security Manager at 607.337.6261 Director of Operational Risk at 607.337.6254 General Counsel at 607.337.6530 Online Suspicious Activity Referral Form available onthe NBT Intranet at: http://10.1.1.199/apps/SusActivity/ NBT Bancorp Audit and Risk Management CommitteeChair Via certified mail:Code of Business Conduct and EthicsCommunicationc/o Chief Risk OfficerNBT Bancorp Inc.52 South Broad StreetP.O. Box 351Norwich, NY 13818 Via email accessible only by the committee chair at:CodeofEthics@nbtbci.comIn person as arranged by the committee chair Your manager or supervisorManagers and supervisors are encouraged to review the special message on page 8.You may report ethical issues or concerns to anyone listed on this page. It is your personal responsibility to do so.NBT will not tolerate criminal or unethical conduct of any kind.NBT Bancorp Inc.Table of ContentsRevised 02/21/2017Page 6

Your Individual Responsibilitiesthird parties are also prohibited from doing this insupport of NBT, our customers or potential customers.Each of us is responsible for complying—and encouragingothers to comply—with the Code of Business Conduct andEthics. We also have the additional responsibility ofmaintaining a work environment that fosters the principlesdescribed in the Code.Here at NBT, we are part of a diverse group of professionalsdelivering sophisticated services in a complex world. While ourjob responsibilities are unique to our division, work group andour specific position, we must all constantly strive to do theright things in the right way. In this way, we can maintain aconsistent and strong ethical culture across the organization.Your role in maintaining that culture is critical. If you havea concern or discover a violation or potential violation ofthe law, company policies or the Code, you have a duty toreport it immediately. You’re also accountable for: Following the letter and spirit of all laws and regulationsand all NBT policies and procedures. Treating all NBT employees, customers and businesspartners with respect. Being clear, truthful, fair, transparent, responsible andaccurate with customers, regulators, suppliers,shareholders and other employees. Not manipulating records, opening unauthorizedaccounts, forcing product sales, falsifying applicationsor skewing results in any way for your own benefit, thatof other employees or the organization. Vendors andNBT Bancorp Inc. Not using company property, information, or yourposition with NBT for personal gain, asmisappropriation of a corporate opportunity is a breachof fiduciary duty. Protecting our customers from harm. This includesprotecting their information and privacy and protectingthem from unlawful discrimination and unfair, deceptiveor abusive acts or practices. Protecting our reputation as a safe and trusted financialservices company. Cooperating with investigations. Developing and maintaining the requisite skills andqualifications for your position. Completing ethics training and certifying yourcompliance. Training occurs within 30 days of joiningNBT and annual certification each year after. You willreceive communications about these requirements,along with instructions and deadlines.These are important responsibilities, and you should take themseriously. The Code can’t cover every situation or scenarioyou might find yourself in. It really comes down to using goodjudgment. Whenever you’re uncertain, just ask yourself, “Isthis the right thing to do?” And if you’re unsure, review theEthics Litmus Test on page 5 and use the contacts providedon page 6.Table of ContentsRevised 02/21/2017Page 7

Message for Managers and SupervisorsAs NBT employees, we are all personally responsible for doingthe right things in the right way. And if you are a manager, youhave the added responsibility of demonstrating Our Values ineverything you do. This includes upholding the spirit and intentof our Code of Business Conduct and Ethics. Be a role model for ethical behavior. As a leader,you set the tone. What you say and what you do mustreflect Our Values. Demonstrate the behaviors youexpect to see from all employees. Help everyonearound you learn how to do the right things by showingthem what the right things are.Promote our culture of integrity. Make ethicsawareness among your employees a personal goal.Set the expectation that ethical behavior is a day-today responsibility and evoke Our Values and the Codeduring conversations about goals and performance. Foster open communication. Emphasize that youvalue open and honest communication. Be availableand accessible to your employees, and create a workenvironment where they know they can ask questions,raise concerns and report issues without fear ofretribution. Recognize behavior that exemplifies our ethicalstandards and values. By recognizing employeesdoing the right things, you reinforce our culture ofintegrity and encourage employees to get things donethe right way.NBT Bancorp Inc.Table of Contents Respond to misconduct and report violations.When you identify an ethical issue or concern, saysomething. Take appropriate action immediately byinvolving higher levels of management or HumanResources or by using the NBT Ethics Line. Act with integrity and always keep ourcommitments. Be who we say we are and live OurValues at all times. Communicate openly and honestlyand remember to listen more than you talk. These arecritical leadership capabilities that are consistent withOur Values. Get help when considering potential violations.Conducting a careful inquiry into a potential ethicsviolation requires some special skills. Do not attempt toinvestigate issues on your own. Seek help from thecontacts provided on page 6.NBT ETHICS LINE866.730.0035 or www.nbtbank.com/ethicsRevised 02/21/2017Page 8

Leading by Example: Expectations for Senior LeadersIn addition to compliance with all other aspects of the Code ofBusiness Conduct and Ethics, higher expectations exist for ourChief Executive Officer, Chief Financial Officer and seniorfinancial officers. It is imperative that these individuals takeimportant steps to ensure full, fair, timely and understandabledisclosure of NBT’s periodic reports filed with the SEC and intheir professional conduct on behalf of the company.The Chief Executive Officer, Chief Financial Officer and seniorfinancial officers are expected to: Avoid conflicts of interest unless a specific, case-by-caseanalysis and exception has been made and approved bythe NBT Bancorp Board of Directors. This may include, butnot be limited to, work for an outside employer, ortransactions between NBT and any other enterprise inwhich the senior leader has an interest. Carefully review a draft of each periodic report filed withthe SEC for accuracy and completeness. Establish and maintain disclosure controls and proceduresthat ensure material information is included in a timelymanner in each periodic report. Consult with the Audit and Risk Management Committee todetermine whether they have identified any weaknesses orconcerns with respect to internal controls.NBT Bancorp Inc. Confirm that neither NBT’s internal auditors nor its outsideaccountants are aware of any material misstatements oromissions in the draft report, or have any concerns aboutthe management’s discussion and analysis section of thereport. Bring to the attention of the Audit and Risk ManagementCommittee matters they feel could compromise theintegrity of NBT’s financial reports, disagreements onaccounting matters and violations of any part of this Code.Any waiver of this section of the Code for the Chief ExecutiveOfficer, Chief Financial Officer or any other senior financialofficer must be promptly disclosed as required by law orregulation of the SEC.Table of ContentsRevised 02/21/2017Page 9

Non-Retaliation PolicyTo maintain the highest level of integrity, our ExecutiveManagement Team and senior leaders pledge they will nottolerate retaliation against anyone in connection with a goodfaith report or inquiry of a potential ethics violation, illegalconduct, sexual or other forms of harassment, discrimination,inappropriate workplace behavior or any other serious issue.Not only is retaliation a violation of the Code of BusinessConduct and Ethics, it also may be illegal.NBT Bancorp Inc.We investigate all retaliation allegations. Anyone who engagesin retaliatory behavior will face disciplinary action, up to andincluding termination. If you believe you or someone else isexperiencing retaliation, report it using the contacts providedon page 6.Table of ContentsRevised 02/21/2017Page 10

Important Policies That Support Our Ethical BehaviorWe Believe in Diversity and InclusionWe Do Not Tolerate Harassment or DiscriminationWe value and draw strength from our diversity. Seekingdifferent voices, encouraging contributions from all, andcreating a team atmosphere that invites inclusion are keyleadership capabilities that drive engagement and leverageour talent. For more information, please refer to theEmployee Information Guide.We do not tolerate harassment or discrimination based onrace, religion, color, creed, age, sex, national origin orancestry, sexual orientation (including gender expression oridentity), genetic information, disability, veteran status,citizenship status, marital status or other factors protected bylaw.In our communities, we strive to be the employer of choice, thebank of choice, and the partner of choice—all driven by thediversity of thought, talent and service which helps ourindividual and business customers achieve their goals.Our policies apply to employees, customers, businesspartners, vendors and other stakeholders.We are committed to Equal Employment Opportunity (EEO)and Affirmative Action (AA), and we provide reasonableaccommodations so that prospective and current employeeswho have disabilities may participate fully in employmentopportunities. If you have concerns about these issues, pleasereport them using the contacts provided on page 6.NBT Bancorp Inc.Conduct that takes place outside of work or off companypremises may violate our policies if it has an impact on ourworkplace.Please report concerns about harassment or discriminationusing the contacts provided on page 6.Table of ContentsRevised 02/21/2017Page 11

Important Policies That Support Our Ethical Behavior, ContinuedWe Keep Each Other Safe at WorkDrug and Alcohol Free. You are not permitted to use,possess, distribute, manufacture, sell, attempt to sell, or beunder the influence of alcohol or prohibited drugs on NBTproperty, while conducting company business or whileoperating a company vehicle. (Prohibited drugs are defined asillegal substances as well as prescription drugs unless take inaccordance with a prescription provided by a physical for theemployee for whom the drug is prescribed.)Workplace Safety. We do not tolerate threatening,intimidating or physically harmful behavior by employees,customers, contractors, vendors, suppliers, partners or anyoneelse. You may not have any type of weapon on NBT property,at work-related functions or while performing companybusiness. This does not apply to law enforcement officials anddesignated security personnel.The only exceptions to this policy are: Moderate consumption of alcohol at business-relatedfunctions, provided you drink responsibly and do notreturn to work after the event; and/or Brief and temporary possession of alcoholicbeverages, unopened and sealed in their originalbottles or containers, intended for use in an authorizedcorporate event or for later off-premises personalconsumption.Vehicle Safety. If your job includes driving a personal,company-owned or rental car, you must comply with all federaland state laws. This includes restrictions on using mobiledevices. Texting and using smart phone features areprohibited while you’re driving.Q&AFor the safety of yourself and others, avoid making orreceiving telephone calls while you’re driving. If you mustmake or take a call, use an approved hands-free device wherepermitted by law or pull over and park safely first.For more information, please refer to theEmployee Safety Manual.I am going to a reception hosted by one ofour customers. Can I drink alcohol there?If you are at least 21 years old, you canconsume alcohol. Please always drinkresponsibly, and don’t return to work after theevent. And, of course, don’t drink and drive!NBT Bancorp Inc.Table of ContentsRevised 02/21/2017Page 12

Important Policies That Support Our Ethical Behavior,ContinuedWe Are Vigilant About Security in the WorkplaceRemember to practice good security habits and to be aware ofyour personal safety, including ensuring that only authorizedindividuals are allowed in secured areas and checking thecredentials of delivery agents or service providers.If you witness or hear about violations to

standards in order to protect NBT’s reputation. To that end, we have adopted this Code of Business Conduct and Ethics (the “Code”). While not intended to be a complete set of instructions for behavior in every conceivable situation, it is a