EX-14 5 ex14_10k2003.txt SENIOR FINANCIAL OFFICERS CODE OF ETHICS Exhibit 14 SUMMIT FINANCIAL GROUP, INC. CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS As leaders of Summit Financial Group, Inc. and its subsidiaries (collectively, "Summit" or the "Company"), the Chief Executive Officer, the Chief Financial Officer, and the Director of Accounting (collectively, the "Senior Financial Officers") are expected to set an appropriate example of behavior for the Company. The Senior Financial Officers are expected to conduct business and act in an honest and ethical manner at all times. In this regard, the Senior Financial Officers have the following responsibilities and ethical obligations: o Regulatory and Public Reporting. Within the scope of his or her duties, provide, or cause to be provided, full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with or submits to the Securities and Exchange Commission ("SEC") and in other public communications. Accordingly, each Senior Financial Officer is required to comply with Summit's disclosure controls and procedures and internal control over financial reporting. In addition, the Senior Financial Officers are responsible for ensuring that financial records are maintained in accordance with generally accepted accounting principles and any other applicable accounting rules and regulations. Each Senior Financial Officer should promptly report to the Audit and Compliance Committee of the Board of Directors (the "Audit Committee") any material information which he or she may become aware that could affect the disclosures made by the Company in its filings with the SEC and in other public communications. o Reporting Deficiencies and Fraud. Promptly report to the Audit Committee any information concerning (1) significant deficiencies in the design or operation of the Company's internal control over financial reporting that could adversely affect the Company's ability to record, process, summarize, and report financial data and (2) any fraud, whether or not material, that involves senior management or other employees who have a significant role in Summit's financial reporting, disclosures, or internal control over financial reporting. o Corporate Opportunities. No Senior Financial Officer may use corporate property, information, or position for improper personal gain or compete with the Company directly or indirectly. o Protection and Proper Use of Corporation Assets. Each Senior Financial Officer should endeavor to protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on Summit's profitability. Company equipment should be used only for legitimate business purposes, though incidental personal use or personal use authorized by the Board of Directors, or its designee, is permitted. o Fair Dealing. Each Senior Financial Officer should endeavor to respect the rights of and deal fairly with the Company's customers, suppliers, competitors, and employees. No Senior Financial Officer should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice. o Reporting Code and Legal Violations. Promptly report to the Audit Committee information concerning any violation of this Code by any other Senior Financial Officer and any information concerning evidence of a material violation of securities laws or other laws, rules, or regulations applicable to the Company or any agent of the Company. Summit will not permit retaliation for reporting any violation or potential violation of this Code made in good faith. o Disciplinary Measures. Any violation or potential violation of this Code by a Senior Financial Officer shall be reported to the Board of Directors, and the Board shall take action reasonably designed to deter wrongdoing and to promote accountability by Senior Financial Officers for adherence to such Codes. Following investigation by the Board, written notice shall be given to the Senior Financial Officer involved if and when the Board determines that a violation of this Code of Ethics has occurred or that a potential violation may occur. In such event, the written notice shall state the findings of the Board and shall include, as appropriate, any corrective actions, which may include, without limitation, censure by the Board, demotion or reassignment of the Senior Financial Officer involved, suspension with or without pay or benefits, and/or termination of employment. In determining the appropriate corrective action in a particular case, the Board, or its designee, shall take into account all relevant information, including the nature and severity of the violation or potential violation, whether the violation or potential violation was a single occurrence or involved repeated occurrences, whether the violation or potential violation appears to have been intentional or inadvertent, whether the Senior Financial Officer involved had been advised prior to the violation or potential violation as to the proper course of action, and whether or not the Senior Financial Officer had committed other violations or potential violations in the past. In cases of illegal activity or wrongdoing, the Board, or its designee, will notify the appropriate legal authorities. o Waiver or Modification of Code for Senior Financial Officers. A request by a Senior Financial Officer for a waiver of or exception to this Code, or modification or amendment thereto, shall be directed to, and shall only be granted by, the Board or a designated Board committee. Any such waivers will be disclosed as required by law or SEC or NASDAQ regulation.