EXHIBIT 14
ServisFirst Bancshares, Inc.
Code of Business Conduct and Ethics
The Board of Directors of ServisFirst Bancshares, Inc. (with its subsidiaries, the Company)
has adopted this code of ethics (this Code) to:
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promote honest and ethical conduct, including fair dealing and the ethical
handling of conflicts of interest; |
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promote full, fair, accurate, timely and
understandable disclosure; |
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promote compliance with applicable laws
and governmental rules and regulations; |
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ensure the protection of the Companys legitimate business interests, including
corporate opportunities, assets and confidential information; and |
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deter wrongdoing. |
All directors, officers and employees of the Company are expected to be familiar with this
Code and to adhere to those principles and procedures set forth in this Code that apply to them.
For purposes of this Code, the Code of Ethics Contact Person will be the Companys Employee
Hotline unless another contact person is specified in this Code for certain reports or such
specified person is unavailable.
From time to time, the Company may waive some provisions of this Code. Any waiver of this Code
for executive officers or directors of the Company may be made only by the Board of Directors or an
appropriate committee of the Board and must be promptly disclosed as required by SEC rules. Any
waiver for other employees may be made only by a committee of the Board or an officer of the
Company specifically granted such authority.
I. Honest and Candid Conduct
Each director, officer and employee owes a duty to the Company to act with integrity.
Integrity requires, among other things, being honest and candid. Deceit and subordination of
principle are inconsistent with integrity.
Each director, officer and employee must:
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act with integrity, including being honest and candid while still maintaining
the confidentiality of information where required or consistent with the Companys
policies; |
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observe both the form and spirit of laws and governmental rules and
regulations, accounting standards and Company policies; and |
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adhere to a high standard of business
ethics. |
II. Conflicts of Interest
A conflict of interest occurs when an individuals private interest interferes or appears to
interfere with the interests of the Company. A conflict of interest can arise when a director,
officer or employee takes actions or has interests that may make it difficult to perform his or her
Company work objectively and effectively. For example, a conflict of interest would arise if a
director, officer or employee, or a member or his or her family, receives improper personal
benefits as a result of his or her position in the Company. Any material transaction or
relationship that could reasonably be expected to give rise to a conflict of interest should be
discussed with the Companys Chief Financial Officer, or, if he is not available, the Director of
Human Resources.
Service to the Company should never be subordinated to personal gain and advantage. Conflicts
of interest should, wherever possible, be avoided.
In particular, clear conflict of interest situations involving directors, executive officers
and other employees who occupy supervisory positions or who have discretionary authority in dealing
with any third party specified below may include the following:
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any significant
ownership interest in any supplier or customer; |
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any consulting or employment relationship with any customer, client, supplier
or competitor; |
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any outside business activity that detracts from an individuals ability to
devote appropriate time and attention to his or her responsibilities
with the Company; |
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the receipt of non-nominal gifts or excessive entertainment from any company
with which the Company has current or prospective business
dealings; |
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being in the position of supervising, reviewing or having any influence on the
job evaluation, pay or benefit of any immediate family member;
and |
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selling anything to the Company or buying anything from the Company, except on
the same terms and conditions as comparable directors, officers or employees are
permitted to so purchase or sell. |
Such situations, if material, should always be discussed with the Companys Chief Financial
Officer, or, if he is not available, the Director of Human Resources.
Anything that would present a conflict for a director, officer or employee would likely also
present a conflict if it is related to a member of his or her family.
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III. Disclosure
Each director, officer or employee materially involved in the Companys disclosure process,
including the Chief Executive Officer, the President, the Chief Financial Officer and the Chief
Accounting Officer or any other officer serving a similar function (the Senior Financial
Officers), is required to be familiar with and comply with the Companys disclosure controls and
procedures and internal control over financial reporting, to the extent relevant to his or her area
of responsibility, so that the Companys public reports and documents filed with the Securities and
Exchange Commission (the SEC) comply in all material respects with the applicable federal
securities laws and SEC rules. In addition, each such person having direct or supervisory authority
regarding these SEC filings or the Companys other public communications concerning its general
business, results, financial condition and prospects should, to the extent appropriate within his
or her area of responsibility, consult with other Company officers and employees and take other
appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely
and understandable disclosure.
Each director, officer or employee who is involved in the Companys disclosure process,
including without limitation the Senior Financial Officers, must:
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familiarize himself or herself with the disclosure requirements applicable to
the Company as well as the business and financial operations of the
Company; |
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not knowingly misrepresent, or cause others to misrepresent, facts about the
Company to others, whether within or outside the Company, including to the Companys
independent auditors, governmental regulators and self-regulatory
organizations; and |
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properly review and critically analyze proposed disclosure for accuracy and
completeness (or, where appropriate, delegate this task to
others). |
IV. Compliance
It is the Companys policy to comply with all applicable laws, rules and regulations. It is
the personal responsibility of each employee, officer and director to adhere to the standards and
restrictions imposed by those laws, rules and regulations.
It is against Company policy and in many circumstances illegal for a director, officer or
employee to profit from undisclosed information relating to the Company or any other company. Any
director, officer or employee may not purchase or sell any of the Companys securities while in
possession of material nonpublic information relating to the Company. Also, any director, officer
or employee may not purchase or sell securities of any other company while in possession of any
material nonpublic information relating to that company.
Any director, officer or employee who is uncertain about the legal rules involving a purchase
or sale of any Company securities or any securities in companies that he or she is familiar with by
virtue of his or her work for the Company, should consult with the Companys securities counsel,
William K. Holbrook with the Haskell Slaughter law firm, (205) 251-1000.
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V. Reporting and Accountability
The Audit Committee is responsible for applying this Code to specific situations in which
questions are presented to it and has the authority to interpret this Code in any particular
situation. Any director, officer or employee who becomes aware of any existing or potential
violation of this Code is required to notify the Code of Ethics Contact Person promptly. Failure to
do so is itself a violation of this Code.
Any questions relating to how this Code should be interpreted or applied should be addressed
to the Companys Chief Financial Officer, or, if he is not available, the Director of Human
Resources. A director, officer or employee who is unsure of whether a situation violates this Code
should discuss the situation with the Companys Chief Financial Officer, or, if he is not
available, the Director of Human Resources to prevent possible misunderstandings and embarrassment
at a later date.
Each director, officer or employee must:
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notify the Code of Ethics Contact Person promptly of any existing or potential
violation of this Code; and |
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not retaliate against any other director, officer or employee for reports of
potential violations that are made in good faith. |
The Audit Committee shall cause all action that the Committee considers appropriate be taken
to investigate any violations reported to the Committee. If a violation has occurred, the Company
will take such disciplinary or preventive action as it deems appropriate, after consultation with
the Audit Committee, in the case of a director or executive officer, or in the case of any other
employee, either the Audit Committee or a person or persons designated by the Audit Committee who
need not be an employee of the Company.
VI. Corporate Opportunities
Directors, officers and employees owe a duty to the Company to advance the Companys business
interests when the opportunity to do so arises. Directors, officers and employees are prohibited
from taking (or directing to a third party) a business opportunity that is discovered through the
use of corporate property, information or position, unless the Company has already been offered the
opportunity and turned it down. More generally, directors, officers and employees are prohibited
from using corporate property, information or position for personal gain and from competing with
the Company.
Sometimes the line between personal and Company benefits is difficult to draw, and sometimes
there are both personal and Company benefits in certain activities. Directors, officers and
employees who intend to make use of Company property or services in a manner not solely for the
benefit of the Company should consult beforehand with the Chief Financial Officer, or, if he is not
available, the Director of Human Resources.
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VII. Confidentiality
Directors, officers and employees often learn confidential or proprietary information about
the Company, its customers, suppliers, or other outside parties. Directors, officers and employees
must maintain the confidentiality of all information so entrusted to them, except when disclosure
is authorized or legally mandated. Confidential or proprietary information of the Company, and of
other companies, includes any non-public information that would be harmful to the relevant company
or useful or helpful to competitors if disclosed.
VIII. Fair Dealing
We do not seek competitive advantages through illegal or unethical business practices. Each
director, officer and employee should endeavor to deal fairly with the Companys customers, service
providers, suppliers, competitors and employees. No director, officer or employee should take
unfair advantage of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any unfair dealing practice.
IX. Protection and Proper Use of Company Assets
All directors, officers and employees should protect the Companys assets and ensure their
efficient use. All Company assets should be used only for legitimate business purposes.
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