Code of Ethics


General Philosophy

This Code of Ethics applies to all employees, officers and directors of Citizens & Northern Corporation and all of its subsidiaries and affiliates, collectively referred to as C&N.

Print Version

The honesty, integrity and sound judgment of our employees, officers and directors are essential to C&N’s reputation and success. This Code of Ethics governs the actions and working relationships of C&N’s employees, officers and directors with current and potential customers, fellow employees, competitors, government, vendors and regulatory agencies, the media and anyone else with whom C&N has contact. These relationships are essential to C&N’s continued success.

This Code of Ethics:

C&N has several policies designed to address possible ethical conflicts or issues that could arise in the course of business. Each of these policies attempts to clarify the organization’s expectations as it relates to specific aspects of C&N’s operations. Specific ethics-related policies include, but are not limited to, the following:

ETHICS-RELATED COMMITMENTS

This Code of Ethics specifically addresses ethical concerns related to financial reporting, privacy and security, and conflicts of interests (including specific issues cited in the Bank Bribery Amendments Act of 1985), by requiring commitment from each C&N employee, officer and director to do the following:

There are a number of instances where a C&N official, without risk of corruption or breach of trust, may accept something of value from one doing or seeking to do business with C&N. These instances do not violate this Code of Ethics if the acceptance is based on a family or personal relationship independent of any business of C&N; if the benefit is available to the general public under the same condition on which it is available to the C&N official; or if the benefit would be paid for by C&N as a reasonable business expense if not paid for by another party. Other exceptions regarding acceptance of things of value in connection with C&N business are:

For directors and officers of C&N, the following shall apply:

As part of the annual reaffirmation, you will be asked to report your participation in any civic, charitable, educational, political activities and/ or outside business.

ADMINISTRATION AND WAIVER OF CODE OF ETHICS

This Code of Ethics shall be administered and monitored by C&N's Human Resources Department. Any questions and further information on this Code of Ethics should be directed to C&N’s Human Resources Department. All managers and direct supervisors are responsible for reviewing this Code of Ethics with their subordinates each time a new edition of the Code of Ethics is published. This Code of Ethics also is available on C&N’s web site.

Employees will be required to annually sign the Code of Ethics, indicating that they have read and will comply with its provisions. Each new director of C&N will receive a copy of this Code of Ethics and will be required to sign a copy indicating they have read this Code of Ethics and will comply with its provisions upon election or appointment as a director of C&N.

Employees, officers and directors of C&N are expected to follow this Code of Ethics at all times. In rare circumstances, situations may arise in which a waiver may be appropriate. Waivers will be determined on a case-by-case basis by C&N’s Human Resource Department with the advice of C&N’s counsel. However, waivers for directors and officers may only be granted by the Board of Directors, which shall have the sole and absolute discretionary authority to approve any deviation or waiver from this Code of Ethics. Any waiver for directors or officers, and the grounds therefore, shall be disclosed to shareholders in accordance with applicable laws and regulations.

Known or suspected violations of this Code of Ethics will be investigated and may result in disciplinary action up to and including immediate termination of employment from C&N.

C&N's management places the customer's and public's trust and confidence in C&N with every employee, officer and director. C&N’s welfare depends upon the conduct and honesty of its employees, officers and directors and upon the trust and confidence of the public. Our customers rightfully expect honesty, security and confidentiality in their accounts and affairs. Therefore, C&N requires that each employee, officer and director of C&N acknowledge the following:

I WILL NOT PROCESS MY OWN OR MY IMMEDIATE FAMILY’S PERSONAL BANKING TRANSACTIONS OR TRANSACTIONS OF ANY ORGANIZATION / ENTITY OF WHICH I AM CLOSELY AFFLIATED WITH AS A MEMBER, OFFICER, EMPLOYEE OR OTHERWISE.

I AGREE TO FOLLOW THE CODE OF ETHICS OUTLINED ABOVE. I WILL DISCLOSE TO THE AUDITOR AND HUMAN RESOURCE REPRESENTATIVE ANY BREACH OF THIS CODE OF ETHICS. I WILL ALSO DISCLOSE MY INVOLVEMENT IN OUTSIDE BUSINESS INTERESTS OR EMPLOYMENT THAT ARE A POTENTIAL CONFLICT OF INTEREST. I AGREE TO INFORM THE AUDITOR AND HUMAN RESOURCE REPRESENTATIVE, WITHOUT DELAY, OF ANY FRAUD, FALSE ENTRY, SUBSTANTIAL ERROR, EMBEZZLEMENT OR EMPLOYEE MISCONDUCT WHICH I DISCOVER OR KNOW TO HAVE TAKEN PLACE IN ANY OF C&N’S RECORDS, PROPERTY OR FUNDS AND TO REPORT ANY TRANSACTION OR MATTER THAT SEEMS TO BE IRREGULAR OR DAMAGING TO C&N.

I AGREE THAT VIOLATION OF THIS PLEDGE OF RESPONSIBILITY IS A VIOLATION OF C&N’S TRUST IN ME AND WILL RESULT IN DISCIPLINARY ACTION, WHICH MAY INCLUDE SEVERANCE OF EMPLOYMENT.