Lincoln 1st Bank is a wholly owned subsidiary of Lincoln Park Bancorp.
To obtain Investor Information or read our SEC Filings, please click on the following links:
Stock Transfer Agent:
10 Commerce Drive
Cranford, New Jersey 07016
Investor Relations Officer:
Lincoln 1st Bank
31 Boonton Turnpike
Lincoln Park, New Jersey 07035
Nominating Committee Charter
Audit Committee Charter
Compensation Committee Charter
Lincoln Park Bancorp Code of 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:
- Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships
- 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
- Compliance with applicable governmental laws, rules and regulations
- Prompt internal reporting to designated persons of violations of the Code
- Accountability for adherence to the Code
1.2 Application of the Code
The Code applies to all directors (where applicable), officers and employees of Lincoln Park Bancorp and its subsidiaries and affiliates (the Company), including Lincoln 1st Bank. 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. . In addition, all employees shall provide this affirmation when revisions to the Code are adopted by the Board of Directors. The Chief Compliance Officer shall be responsible for securing confirmations/affirmations from employees and directors in accordance with this provisions within this section.
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 (or, in the case of directors, the Audit Committee of the Board of Directors). If you are an employee and 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 President and Chief Executive Officer.
You may contact any manager for guidance on any sensitive personal matter, such as possible discrimination or harassment.
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. Violations of the Code may result in disciplinary action including, in severe situations, immediate termination of employment.
If you know of or suspect a violation of the Code, including actions or failures to act, immediately report the matter to your manager or the Company’s Chief Executive Officer (and, in the case of directors, to the Audit Committee of the Board of Directors). If you are not comfortable reporting a known or suspected violation to any of these persons, you may contact a member of the Audit Committee by telephone at (973) 694-0330 or by U.S. Mail at Lincoln Park Bancorp, Attn: Audit Committee, 31 Boonton Turnpike, Lincoln Park, New Jersey 07031. Communications may be made anonymously or otherwise at the discretion of the employee.
In addition, concerns regarding questionable accounting, internal accounting controls or auditing matters may be made directly to any member of the Audit Committee.
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.
Section 2 – Confidentiality of Information
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 customers 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 otherwise has 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 cannot buy or sell Company stock. For more information on your obligations, please contact the Company’s President and Chief Executive Officer.
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
- The identity of customers and potential customers and their personal, business and financial information
- Non-public business and financial information of the Company
- Personal information regarding any employee of the Company
- Personal or non-public business information regarding any supplier, vendor or agent of the Company
- Information related to, including the identity of, potential candidates for mergers and acquisitions
- Information regarding the Company’s business strategies, plans or proposals
- Information related to computer software programs, whether proprietary or standard
- Information related to documentation systems, information databases, customized hardware or other information systems and technological developments
- Manuals, processes, policies, procedures, compositions, opinion letters, ideas, innovations, inventions, formulas and other proprietary information belonging to the Company or related to the Company’s activities
- Security information, including without limitation, policies and procedures, passwords, personal identification numbers (PINs) and electronic access keys
- Communications by, to and from regulatory agencies
- Certain communications with or from attorneys for the Company
2.3 Examples of Material Inside Information
Generally, material inside information is defined as any information that is confidential in nature, 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:
- Proposals or plans for mergers and acquisitions
- Earnings estimates or results, whether for the month, quarter or year
- Determinations as to cash or stock dividends to be paid by the Company
- New product innovation, development or implementation
- Major litigation, adverse regulatory proceeding or material threat of either event
- Significant operational issues, including changes in reserves for losses and loss adjustment expenses
- Significant expansion of operations, whether geographic or otherwise, or the curtailment of current or future planned operations
- Any other information that, if known, would likely influence the decisions of investors.
Section 3 – Conflicts of Interest
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 potential 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 that 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 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.
- Accepting a business opportunity from someone doing business with or wanting to do business with the Company that (1) is not available to other individuals on similar terms; or (2) is made available to you because of your position with the Company
- Personally accepting a business opportunity that belongs to the Company
- Engaging in a business opportunity that competes with the Company, whether directly or indirectly
- Engaging in a business opportunity with the Company through an entity in which the employee or director has an undisclosed interest
Employees must disclose to the President and Chief Executive Officer and directors must disclose to the Audit Committee 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 employees judgment or impede the employees 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 the Company’s President and Chief Executive Officer (or with the approval of the Company’s Audit Committee with respect to outside employment by the Company’s Chairman of the Board, other directors of the Company,or President and Chief Executive Officer), 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 and courtesy. Employees must provide the highest level of professionalism and service on a consistent basis. The following are guidelines on how to avoid preferential treatment of certain individuals or businesses.
- 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.
- Employees must avoid the appearance of, or actual preferential treatment for themselves, relatives, friends or business associates. Employees may not be involved in Company matters regarding 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. 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:
- Meals and entertainment.
Employees may periodically give or receive meals, refreshments, or other forms of entertainment, including tickets to sporting events, etc., if:
- The items are of reasonable value; and
- The purpose of the meeting or attendance at the event is business related.
- 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.
- 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 corporation, are the motivating factor are acceptable.
- Gifts Rewarding Service or Accomplishment. Employees may accept gifts from a civic, charitable or religious organization specifically related to the employees service or accomplishment.
- 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 an employee (other than the President and Chief Executive Officer or Chairman of the Board) and 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 President and Chief Executive Officer and the Chairman of the Board must first obtain appropriate approval from the Company’s Audit Committee.
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 for employees to serve as a director (or in a substantially similar capacity) of another company only under the following circumstances:
- The other company must not be 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
- 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
- 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
- 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 (other than the President and Chief Executive Officer or Chairman of the Board) are encouraged to consult their immediate supervisor, or to contact the Company’s President and Chief Executive Officer. The President and Chief Executive Officer the Chairman of the Board, and other directors are encouraged to consult the Audit Committee.
Section 4 – Use of Company Property and Company Time
Employees are required to return all Company property to the Company. This includes intellectual property, described in Section 4.2 below, 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 employees 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.
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:
- 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
- Employees should exercise caution in safeguarding all electronic programs and technology, data and communications, including any and all information accessed inadvertently or in error
- 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
- 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
- Employees are prohibited from creating or using unlicensed copies of computer software programs, whether proprietary or standard
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:
- Innovations in products and services, whether actually developed and implemented during the employee’s tenure with the Company
- 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
- Any work product of an employee created or developed in the course of employment which qualifies as an invention for patent protection
- All confidential information such as computer software programs, manuals, handbooks, documentation, customer lists or databases, client profiles or marketing strategies and plans
- All Company names, trademarks, servicemarks, 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.
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 employees 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 observe and comply with generally accepted accounting principles, the system of internal controls and disclosure controls and procedures established by the Company and 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. Company policies 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:
- No false, misleading or artificial entries shall be made on corporate books, records and reports for any reason
- No undisclosed or unrecorded corporate funds or assets shall be established for any purpose
- 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, all in accordance with established policy.
In accordance with the rules promulgated by the SEC under the Sarbanes-Oxley Act of 2002, 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
Employees may participate in our government and political processes. However, participation must be in the employees 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.
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
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 in accordance with the Employee Handbook, as improper behavior beyond the confines of ones 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.
Section 7 – Administration and Waivers
This Code will be administered, interpreted and monitored by the Company’s Audit Committee. General questions and requests for additional information on this Code should be directed to the President and Chief Executive Officer, or to a member of the Audit Committee.
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 and Chief Executive Officer. 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.
*Code of Business Conduct and Ethics adopted by Board of Directors on January 27, 2005 Re-Adopted 2/26/09; 2/25/10; 1/27/11; 1/26/12; 1/24/13; 1/23/14; 12/18/14
Senior Financial Officers Code of Ethics
It is the policy of Lincoln Park Bancorp that the Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Chief Accounting Officer (CAO) of Lincoln Park Bancorp (hereinafter referred to as the Company) adhere to and advocate the following principles governing their professional and ethical conduct in the fulfillment of their responsibilities:
- Act with honesty and integrity, avoiding actual or apparent conflicts between his or her personal, private interests and the interests of the Company, including receiving improper personal benefits as a result of his or her position
- Perform responsibilities with a view to causing periodic reports and other documents filed with the SEC to contain information that is accurate, complete, fair and understandable.
- Comply with laws of federal, state, and local governments applicable to the Company, and the rules and regulations of private and public regulatory agencies having jurisdiction over the Company.
- Act in good faith, responsibly, with due care, and diligence, without misrepresenting or omitting material facts or allowing independent judgment to be compromised.
- Respect the confidentiality of information acquired in the course of the performance of his or her responsibilities except when authorized or otherwise legally obligated to disclose. Do not use confidential information acquired in the course of the performance of his or her responsibilities for personal advantage or for the advantage of any third-party.
- Proactively promote ethical behavior among subordinates and peers.
- Use corporate assets and resources employed or entrusted in a responsible manner.
- Do not use corporate information, corporate assets, corporate opportunities or ones position with the Company for personal gain. Do not compete directly or indirectly with the Company.
- Comply in all respects with the Company’s Code of Business Conduct and Ethics.
- Advance the Company’s legitimate interests when the opportunity arises.
It is also the Policy of Lincoln Park Bancorp that the CEO, CFO and CAO of the Company acknowledge and certify to the foregoing annually and file a copy of such certification with the Audit Committee of the Board.
The Audit Committee of the Board shall have the power to monitor, make determinations, and recommend action to the Board with respect to violations of this Policy.
*Code of Ethics for Chief Executive Officer and Senior Financial Officers adopted by Board of Directors on January 27, 2005 Re-adopted 2/26/09; 2/25/10; 1/27/11; 1/26/12; 1/24/13; 1/23/14; 12/18/14
The nominating committee of the board of directors of Lincoln Park Bancorp shall consist of a minimum of three directors, as determined by the board. Members of the committee shall be appointed and may be removed by the board of directors. All members of the committee shall be independent directors, and shall satisfy the applicable Nasdaq Stock Market listing standards for independence.
The purpose of the committee shall be to assist the board in identifying qualified individuals to become board members, in determining the size and composition of the board of directors and its committees, in monitoring a process to assess board effectiveness and in developing and implementing the companys corporate governance guidelines.
In furtherance of this purpose, the committee shall have the following authority and responsibilities:
- To lead the search for individuals qualified to become members of the board of directors and to select director nominees to be presented for shareholder approval at the annual meeting. The committee shall select individuals as director nominees who shall have the highest personal and professional integrity, who shall have demonstrated exceptional ability and judgment and who shall be most effective, in conjunction with the other nominees to the board, in collectively serving the long-term interests of the shareholders. In addition, the committee shall adopt procedures for the submission of recommendations by shareholders as it deems appropriate. The committee shall conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates.
- To review and monitor the Boards compliance with applicable Nasdaq Stock market listing standards for independence.
- To make recommendations to the board regarding the size and composition of the board and develop and recommend to the board criteria (such as independence, experience relevant to the needs of the company, leadership qualities, diversity, stock ownership) for the selection of individuals to be considered for election or re-election to the board.
- To review the board of directors committee structure and to recommend to the board for its approval directors to serve as members of each committee. The committee shall review and recommend committee slates annually and shall recommend additional committee members to fill vacancies as needed.
- To review on an annual basis director compensation and benefits.
The committee shall have the authority to delegate any of its responsibilities to subcommittees as the committee may deem appropriate in its sole discretion.
The committee shall have the authority to retain any search firm engaged to assist in identifying director candidates, and to retain outside counsel and any other advisors as the committee may deem appropriate in its sole discretion. The committee shall have sole authority to approve related fees and retention terms.
The committee shall report its actions and recommendations to the board after each committee meeting. The committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the board for approval.
*Nominating Committee Charter adopted by the Board of Directors on January 27, 2005; Re-adopted March 26, 2009; Feb. 25, 2010; Jan. 27, 2011; Jan. 26, 2012; Feb. 14, 2013; Jan. 23, 2014; March 26, 2015
The Audit Committee (the Committee) of Lincoln Park Bancorp (the Company) is a committee of the Board of Directors (the Board). Its primary function is to assist the Board in monitoring:
- The integrity of the Company’s financial statements
- The qualifications and independence of the Company’s independent auditor
- The performance of the Company’s internal accounting function and independent auditor
- The Company’s disclosure controls and system of internal controls over financial reporting
The Committee should foster adherence to, and encourage continuous improvement of, the Company’s policies, procedures and practices. The Committee should also provide an open avenue of communication among financial and senior management, the internal audit function, the independent auditor and the Board.
The Committee has the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other advisors. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent auditor for the purpose of rendering or issuing an audit report and to any advisors employed by the Committee.
The Committee will report regularly to the Board. The Committee shall review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
II. Composition and Meetings
The Committee shall be comprised of at least three directors, as determined by the Board. Each Committee member shall be an independent director, as defined by all applicable rules and regulations, including the listing standards of Nasdaq (subject to applicable exemptions), and free from any relationship (including disallowed compensatory arrangements) that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.
All members of the Committee shall be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. At lease one member of the Committee shall have past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. The Board shall determine whether at least one member of the Committee qualifies as an audit committee financial expert in compliance with criteria established by the SEC and other relevant regulations. The existence of such member, including his or her name and whether he or she is independent, shall be disclosed in periodic filings as required by the SEC.
The members of the Committee shall be elected by the Board and shall serve until their successors are duly elected and qualified. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.
The Committee shall meet at least quarterly or more frequently as circumstances dictate. Each regularly scheduled meeting shall include an executive session of the Committee absent members of management and on such terms and conditions as the Committee may choose. The Committee will meet periodically with management, the internal accounting executive and the independent auditor, in separate executive sessions where appropriate, to discuss any matters that the Committee or each of those parties believe should be discussed privately. The Committee, or with the Committees approval the Chairman of the Committee, will meet quarterly with the independent auditor and management to discuss the Company's financial statements.
III. Duties and Responsibilities
The Committee, to the extent it deems necessary or appropriate, shall:
- Review and discuss with management and the independent auditor the Company's annual audited financial statements, including disclosures made in managements discussion and analysis, and recommend to the Board whether the audited financial statements should be included in the Company’s Form 10-K.
- Review and discuss with management and the independent auditor the Company's quarterly financial statements prior to the filing of the Company’s Form 10-Q, including the results of the independent auditors review of the quarterly financial statements.
- Review and discuss with management and the independent auditor the certifications of the Company’s chief executive officer and chief financial officer about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company’s internal controls, as required by the Sarbanes-Oxley Act of 2002 (Sections 302 and 906), and the relevant reports rendered by the independent auditor.
- Discuss with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including any significant changes in the Company’s selection or application of accounting principles, any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies.
- Review and discuss quarterly reports from the independent auditor on:
- all critical accounting policies and practices used or to be used;
- all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and
- other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.
- Discuss with management the Company’s earnings press releases, including the use of pro forma or adjusted non-GAAP information, as well as financial information and earnings guidance provided to analysts and ratings agencies. Such discussions may be on general terms (i.e., discussion of the types of information to be disclosed and the type of presentation to be made).
- Discuss with management and the independent auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company’s financial statements.
- Discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.
- Review with management, corporate counsel and the independent auditor the status of legal matters, including the significance of such matters on the Company’s financial statements, and the adequacy of disclosures regarding such matters in the Company’s financial statements and SEC filings.
- Review with management and the independent auditor all related party transactions and determine that all required disclosures are included in the Company’s annual report and annual proxy statement.
- Review with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit, any difficulties encountered in the course of the audit, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management.
- Appoint, compensate and oversee the work performed by the independent auditor for the purpose of preparing an audit report on the Company’s financial statements or related work. Review the performance of the independent auditor and remove the independent auditor if circumstances warrant. The independent auditor shall report directly to the Committee and the Committee shall oversee the resolution of disagreements between management and the independent auditor in the event they arise. Consider whether the auditors performance of permissible non-audit services is compatible with the auditors independence.
- Review and evaluate the lead partner of the independent auditor team. Ensure the rotation of the lead audit partner and the audit partner responsible for reviewing the audit as required by law.
- Obtain and review a report from the independent auditor at least annually regarding:
- the internal quality control procedures of the independent auditors firm;
- any material issues raised by the most recent internal quality control review, peer review or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and
- all relationships between the independent auditor and the Company.
- Review and pre-approve on an annual basis both audit and non-audit services to be provided by the independent auditor (other than with respect to non-significant exceptions permitted by the Sarbanes-Oxley Act of 2002) in accordance with the Company’s pre-approval policy.
- Meet with the independent auditor prior to the audit to discuss the planning and staffing of the audit.
- Employees or former employees of the independent auditor who participated in any capacity in the audit of the Company will not be hired by the Company unless (a) it is determined that such a hiring would not violate any rules and regulations and (b) the hiring is pre-approved by the Board.
Internal Accounting Function
- Review and advise on the appointment and replacement of the senior internal accounting executive.
- Review activities, organizational structure and qualifications of the internal accounting function.
- Review the significant reports to management prepared by the internal accountant and managements responses.
- Review the annual audit plan and the process used to develop the plan. Assess the status of activities, significant findings, recommendations and managements response.
- Review periodically with the independent auditor the budget, staffing and responsibilities of the internal accounting function.
- Review periodically with the internal accountant any significant difficulties, disagreements with management or scope restrictions encountered in the course of the functions work.
- Discuss with management and the independent auditor any correspondence with regulators or governmental agencies and any reports which raise material issues regarding the Companys financial statements or accounting policies
- Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
- Conduct an appropriate review of all related party transactions for potential conflict of interest situations on an ongoing basis and all such transactions must be approved by the Committee.
IV. Limitation of Audit Committees Role
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Companys financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditor.
*Audit Committee Charter adopted by Board of Directors on January 27, 2005; Re-Adopted 3/26/09; 2/25/10; 1/27/11; 1/26/12; 2/14/13; Jan. 23, 2014; March 26,2015
Compensation Committee Charter
The Compensation Committee of the Board of Directors of Lincoln Park Bancorp is appointed by the Board to discharge the Boards responsibilities relating to compensation of the directors and officers. The Compensation Committee has overall responsibility for approving and evaluating the director and officer compensation plans, policies and programs.
The Compensation Committee shall consist of at least three non-employee directors. The members of the Compensation Committee and the Chair of the Compensation Committee shall be appointed by the Board on the recommendation of the Nominating Committee. Compensation Committee members may be replaced by the Board.
Committee Authority and Responsibility
The Compensation Committee shall have the sole authority to recommend to the Board any compensation consultants. The Compensation Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting, or other advisors.
The Compensation Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and set the CEO’s compensation based on this evaluation.
The Compensation Committee shall review and make recommendations to the Board with respect to incentive compensation plans and equity-based plans. The Compensation Committee shall administer the Company's incentive stock plans, including making awards under such plans and shall review all proposed new or amended employee benefit plans.
The Compensation Committee shall annually review and approve CEO and other executive officer compensation levels. The Compensation Committee shall approve and authorize any employment agreements, severance arrangements or other compensation related agreements. The Compensation Committee shall periodically review the compensation policies including discretionary contribution to be made by the Company. This Committee shall also plan and review directors compensation on an annual basis.
The Compensation Committee shall meet at least two times annually or more frequently as circumstances dictate. This Committee shall meet prior to the mailing of the proxy statement for the Company's annual meeting of shareholders for the purpose of approving the current charter of the Compensation Committee and reviewing the compensation and benefit information included in the proxy statement. In addition, the Compensation Committee may meet with senior management.
The Compensation Committee shall make regular reports to the Board. This Committee may form and delegate authority to subcommittees when appropriate.
The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
The Compensation Committee may annually review its own performance.
*Compensation Committee Charter adopted by Board of Directors on January 27, 2005; Revised 6/2007; Re-Adopted 3/26/09; 2/25/10; 1/27/11; 1/26/12; 2/14/13; 1/23/14; 3/26/15