Central Virginia Bank Code of Conduct

Code of Conduct and Ethics
Confidentiality of Information
Conflicts of Interest
Business Conduct
Extending Credit to Relatives and Business Associates
Political Contributions and Activities

CODE OF CONDUCT AND ETHICS (Return to Top)
Central Virginia Bank aspires to be a trusted and respected bank in the financial services industry. Every employee’s reputation can positively or negatively affect the bank’s reputation for honesty, integrity, and fair dealing. Our code of conduct and ethics expresses the core values of our company; therefore, in order to protect and preserve the bank’s good reputation and continue to earn and deserve our customers’ trust, every employee must avoid situations that might cause an actual or perceived conflict of interest among the bank, our customers, our vendors, and ourselves.
Central Virginia Bank expects its employees to demonstrate integrity and high ethical standards, to be conscientious, and to perform in such a way that we always have our customer’s best interest at heart. As a bank employee, we are responsible stewards of other’s financial interests because our customers rely on us to maintain confidentiality and exercise prudence when dealing with their financial affairs, funds, and property. No employee may take unfair advantage of another through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice. In general, we should do what we say we will do and must communicate honestly and ethically in serving our customers and conducting business with others.
Central Virginia Bank is committed to providing a work environment that is safe, professional, and where congenial working conditions and respect for the dignity of all employees, customers, and others with whom we interact. We encourage our employees to participate in community activities provided they do not interfere with the performance of their duties or are in conflict with any of the bank’s activities.
The employees of Central Virginia Bank are expected to respect and comply with all applicable laws, rules, regulations, policies, guidelines, and procedure to avoid any wrongdoing or conflict of interest. A conflict of interest exists when an individual’s personal interest interferes or appears to interfere in any way with the employee’s job duties or the interests of Central Virginia Bank. In other words, the employee should ensure that no outside personal, business, charitable, religious, civic, or investment activities conflict with the interests of the bank. Conflict situations may also arise when an employee or members of his or her family, receives an inappropriate personal benefit as a result of his or her position with the bank. If an employee has questions about such laws, regulations, or policies, they should seek the advice of management and/or the Human Resources Manager. If an employee has a question as to whether a conflict might develop, the employee is required to promptly seek assistance to ethically resolve the conflict or question.
Federal law prohibits corporations from making political contributions to federal, state, or local candidates for election. Where lawful, the bank may make contributions concerning civic or governmental issues in which the bank has a particular interest.
It is the responsibility of employees to report any violations of the Code of Conduct and Ethics promptly to either the President, the Chief Financial Officer, or the Human Resources Manager.
The Sarbanes-Oxley Act of 2002 requires, among many other things, that all publicly traded companies have, in place, a mechanism that will allow any employee to report alleged violations of securities or antifraud laws including financial reporting improprieties to a person who is independent of the Company’s management, without fear of reprisal or retaliation and including job protection. This procedure is more commonly referred to as “whistleblower protection”.
The Board of Directors and Management of Central Virginia Bank and its parent company, Central Virginia Bankshares, Inc. fully support this process, and have established the following process to enable such reporting:

The Board has designated Mr. James T. Napier, Chairman of the Company’s Audit Committee, as the independent party to receive any and all reports.
A post office box (box #754) has been obtained at the Midlothian Post Office that only Mr. Napier or someone from his office will have access to. The box will be checked periodically, and Mr. Napier will personally and confidentially acknowledge the receipt of a report to the person submitting such.
Any and all reports will be investigated by Mr. Napier or his designee who will not be connected with the Company or its management in any way. Mr. Napier will advise the Company’s Board of Directors, only that an investigation is being conducted the findings of which will be communicated at a later date.
Mr. Napier will inform the full Board of Directors, the appropriate regulatory and/or civil authorities (but only if the allegations are found to have merit), and Management, of the results of the investigation.

The results of any investigation will include recommendations as to the establishment of additional, or strengthening of existing controls and procedures.
CONFIDENTIALITY OF INFORMATION (Return to Top)
All of our records are confidential and may not be copied or disclosed without authorization from management. Employees must never discuss customer affairs, accounts, files, or printed material, except on a need-to-know basis with other employees. Confidential information includes all personnel and payroll records, information about our customers, and anything else about the way we operate.
On a periodic basis, the bank is examined. The reports that examiners furnish must remain the property of the regulatory agency and are strictly confidential. Information contained in the reports is privileged information and should not be communicated to anyone not officially connected with the bank.
Likewise, the bank respects the right of employees to privacy in matters that have no relation to their employment. Matters of a personal nature concerning fellow employees should be treated with the utmost confidentiality.
Financial information regarding the bank must not be released to any person unless it has been published in reports to shareholders, or otherwise made available to the public in agreement with applicable disclosure regulations currently in effect. Any questions regarding disclosure of confidential financial information must be reviewed with and approved by the Chief Financial Officer prior to disclosure.
Confidential information obtained as a result of comments made on bank premises or while conducting bank business should not be used for private interests. All current and former employees are bound by this confidentiality policy. Anyone who violates this policy may be subject to disciplinary action up to and including termination of employment.
CONFLICTS OF INTEREST (Return to Top)
It is the bank’s policy that all staff members conduct both their personal and business affairs in such a professional manner and with such ethics and integrity that no conflict of interest, real or implied, could exist. Care should be taken to avoid developing personal relationships with an employee or customer that will interfere with your objective and impartial judgment in all bank matters. Please refer to the Code of Conduct and Ethics section for additional information. Employees are highly encouraged to talk with their manager or Human Resources if they think a situation may or has arisen that could result in a conflict of interest.
BUSINESS CONDUCT (Return to Top)
In the conduct of the bank's business, no bribe, kickback, or similar remuneration or consideration of any kind is to be given or offered to any individual or organization. The activities of the bank must always be in full compliance with all applicable laws and regulations. The bank expects its staff to comply fully with the letter, spirit, and intent of all laws and regulations.
It is the policy of the bank to comply fully with all anti-bribery provisions of the law. It is a criminal offense for any U.S. enterprise to offer a bribe to an official, political party, party official, or candidate for political office for the purpose of obtaining, retaining, or directing business to any person, regardless of whether that person is the one making the bribe. A bribe may take the form of an offer, payment, promise to pay, or authorization of the payment of any money or anything of value.
EXTENDING CREDIT TO RELATIVES AND BUSINESS ASSOCIATES (Return to Top)
No employee shall make or approve loans to any bank, partnership, estate, trust, association, or other entity or person in which he/she has an interest directly or indirectly (whether as a director, officer, shareholder, manager, lender, joint venture, or other otherwise controlling investor), or in which a member of his/her immediate family or business associate has a like interest. Any such request for credit extension must be referred to another bank officer with no connection or affiliation to the potential borrower. All transactions are required to be arm's-length transactions.
POLITICAL CONTRIBUTIONS AND ACTIVITIES (Return to Top)
Individual participation in political and civic activities is encouraged, including the making of personal contributions to political candidates or activities. The bank, or anyone acting on its behalf, is prohibited from making an expenditure or contribution either directly or indirectly in connection with an election to political office.
The bank will not make political contributions to individual candidates or political parties. Employees who wish to donate money or services to a candidate or party may do so as individuals, and not as representatives of the bank. To avoid any interpretation of bank sponsorship or endorsement, neither the bank's name nor its address should be used in or associated with any political advertisements or literature.