First Georgia Community Bank

STATEMENT OF PURPOSE

This Code of Conduct and Ethics (the “Code”) establishes First Georgia Community Bank’s (the “Bank”) policy for ethical, business and personal conduct. The foundation of our Code consists of basic standards of business as well as personal conduct:

Honesty and candor in our activities, including observance of the spirit, as well as the letter of the law;
Avoidance of conflicts between personal interests and the interests of the Bank, or even the appearance of such conflicts;
Respecting the confidentiality of information obtained in the course of business;
Maintenance of our reputation and avoidance of activities which might reflect adversely on the Bank; and
Integrity in dealing with the Bank’s assets.

Simply stated, the Code requires that we always do what is right. The Code applies to all of First Georgia Community Bank’s employees, officers and directors. In addition, we expect those with whom we do business, including our vendors and agents; also adhere to the principles outlined in the Code.

Although the Code and First Georgia Community Bank’s policies, guidelines and procedures are intended to guide proper conduct, they are not intended to address every issue or situation that may arise. These materials provide basic principles and concepts to guide us in the conduct of our business. We, of course, should continue to rely on common sense, good judgment and individual character and integrity to determine proper conduct. Any person who has questions or concerns about ethical issues or has knowledge of activities in violation of the Code should follow the process described in “Our Compliance Responsibilities.”

HONESTY AND FAIR DEALING

First Georgia Community Bank’s ethical standards require honesty and fair dealing. We rely on these standards to gain the trust of customers, peers and stockholders. We will communicate with candor, and each employee, officer and director will endeavor to deal fairly with our customers, vendors, competitors and employees. No employee, officer or director may take unfair advantage of another through concealment, abuse of privileged information, misrepresentation of material facts or any other intentional unfair-dealing practice. Under no circumstances should employees enter into arrangement with competitors affecting pricing and marketing policies.

OUR WORKPLACE

First Georgia Community Bank is committed to maintaining a safe and professional environment for all employees, customers and others with whom we interact. We provide equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. We have policies and procedures in place that are designed to prevent illegal discrimination or harassment and which also provide steps for any complaints of such conduct.

First Georgia Community Bank understands the importance of its relationship with our community. We encourage our employees, officers and directors to participate in community activities, although such activities should not interfere with the performance of regular duties or compete or conflict with any of the Bank’s activities.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

First Georgia Community Bank strives to comply with all applicable laws and regulations that are applicable to our business. Employees, officers and directors are expected to respect and comply with all applicable laws, rules, regulations, policies, guidelines and procedures. For example, federal law provides that you may not:

structure or attempt to structure a financial transaction to evade the currency transaction reporting or record-keeping requirements of the Bank Secrecy Act or otherwise violate any anti-money laundering laws or laws safeguarding against terrorist activity;
solicit or accept any gifts or items of value for purposes of influencing any business or transactions in violation of the Bank Bribery Act, as further described under “Conflicts of Interest”;
steal, embezzle, misapply First Georgia Community Bank’s or a customer’s funds or assets or commit any other dishonest or fraudulent act;
gain unauthorized access to customer records; or
make false statements or reports to regulatory authorities.

There are also laws and Bank policies regulating and restricting loans to First Georgia Community Bank’s directors and executive officers. Federal regulations also impose certain restrictions on loans by the Bank to principal shareholders and their related interests. In addition to certain monetary limitations, federal regulations provide that loans to executive officers, directors, and principal shareholders must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons who are not employed by the Bank and which do not involve more than the normal risk of repayment or present other unfavorable features. Employees, other than those noted above, are eligible to borrow from the Bank in accordance with the Loan Policy through the Senior Lending Officer. With the exception of preferential loans by executive officers from correspondent banks, neither Bank policies nor Federal Reserve regulations restrict you from borrowing relationships with other institutions. However, you are expected to maintain your financial affairs in a satisfactory manner, and to manage debts in relation to income and net worth.

CONFLICTS OF INTEREST

A “conflict of interest” exists when an individual’s personal interests interfere or appear to interfere in any way with the individual’s duties to First Georgia Community Bank. Even the appearance of a conflict between personal gain and the interests of the Bank erodes the trust and confidence on which our reputation rests. A conflict can arise when an employee, officer or director takes action or has interests that may make it difficult to perform responsibilities and duties to the Bank objectively and effectively, or may improperly influence individual judgment when acting on behalf of the Bank. Conflict situations may also arise when an employee, officer or director or members of his or her family, receives an improper personal benefit as a result of his or her position with First Georgia Community Bank.

Employees, officers and directors must avoid conflicts of interest, including even the appearance that their actions could create a conflict of interest or would not be in the best interests of First Georgia Community Bank and its stockholders. Any employee or officer who is aware of, or has a question concerning, a conflict of interest, or who has a question whether a conflict might develop, is obligated to promptly seek assistance to resolve ethically the conflict or question.

For example, approval is generally required before employees or officers may (i) serve as an officer, director, partner or manager of another company or entity, (ii) enter into certain secondary employment relationships, or (iii) engage, directly or indirectly (which would include through your immediate family members), in certain transactions with First Georgia Community Bank or its customers, vendors or others who conduct business with First Georgia Community Bank. The following are examples of transaction or activities that could present a conflict of interest under certain circumstances:

investments in customers or vendors of First Georgia Community Bank;
accepting an appointment as a fiduciary or as a co-fiduciary;
purchasing assets from First Georgia Community Bank, or from First Georgia Community Bank acting as a fiduciary;
selling goods or services to First Georgia Community Bank; or
borrowing money from customers or vendors of First Georgia Community Bank.

All outside employment must be reported to Human Resources and approved by Senior Management prior to acceptance. If employment outside the Bank is approved, you should not allow the outside employment to interfere with your job performance or require such long hours as to affect your physical or mental effectiveness. You are expected to devote full time to the Bank’s interests during regular hours of employment.

An employee, officer or director should not represent the Bank in any transaction where that person has any material connection or significant financial interest. Examples of material connections would include relatives or close personal friends, whether the transaction involves them as individual or as principals in a firm doing business with the Bank. And, by “transaction’, we are talking not only about authorizing and making loans, but also about such things as approval of overdrafts; authorizing and accepting checks on uncollected funds; waiving of late charges, overdraft charges, or other normal fees; and waiving of financial statements or collateral documents.

The Bank Bribery Amendment Act prohibits any employee, officer or director from soliciting for themselves or for a third party (other than the Bank itself) anything of value from anyone in return for any business service or confidential information of the Bank and accepting anything of value (other than bona fide salary, wages or other compensation paid in the usual course of business) from anyone in connection with the business of the Bank, whether before or after a transaction is discussed or consummated.

All gifts received or extended, other than the exceptions listed should be disclosed in writing immediately to the Compliance Officer of the Bank who will report to the Audit Committee of the Board of Directors. The exceptions are:

If the benefit is available to the general public under the same conditions on which it is available to employees;
Acceptance of gifts, gratuities, amenities or favors based on obvious family or personal relationships (such as those with the parents, children or spouse of a Bank official) when the circumstances make it clear that it is those relationships, rather than the business of the Bank concerned, which are the motivating factors;
Acceptance of meals, refreshments, travel arrangements or accommodations, or entertainment in the course of a meeting or other occasion, the purpose of which is to hold bona fide business discussions or to foster better business relations, provided that the expense would be paid for by the Bank as a reasonable business expense if not paid for by another party. The acceptable annual maximum for each is:

meals and refreshments..................................$75.00 or less
travel.................................................................$75.00 or less
entertainment....................................................$75.00 or less

Acceptance of loans from other banks or financial institutions on customary terms to finance proper and usual activities of bank officials, such as home mortgage loans, except where prohibited by law;
Acceptance of advertising or promotions material of reasonable value such as pens, pencils, note pads, key chains, calendars and similar items;
Acceptance of discounts or rebates on merchandise or services that do not exceed those available to other customers;
Acceptance of gifts not to exceed $100.00 related to commonly recognized events or occasions, such as a promotion, new job, wedding, retirement, Christmas, or bar mitzvah;
Acceptance of civic, charitable, educational or religious organizational awards for recognition of service and accomplishment. Monetary value should not exceed $100.00.
Any entertaining, (gratuities, meals, subscriptions, trips, etc.) of state employees if the total annual aggregate amount exceeds $250 must be disclosed to the State Ethics Commission if our Bank is a vendor with the State of Georgia. In order to assure compliance, you must report any such expenditure.

Acts of hospitality toward public officials should never be on such a scale, or of such a nature, as might tend to compromise or give the impression of compromising the integrity or the reputation or either the public official or the Bank. When appropriate hospitality is extended, it should be with the expectation that it will become a matter of public knowledge.

Employees must award orders, contracts and commitments to suppliers of goods or services without favoritism. Bank business of this nature must be conducted strictly on the basis of merit.

CORPORATE RECORDS AND REPORTING

First Georgia Community Bank requires honest and accurate recording and reporting of information to meet financial reporting, regulatory, tax and legal obligations. All business transactions, including employee expense reporting, must be properly and accurately recorded in a timely manner on First Georgia Community Bank’s books and records in accordance with applicable accounting standards, legal requirements and the Bank’s system of internal controls.

First Georgia Community Bank is committed to full, fair, accurate, timely and understandable disclosure in public reports and documents filed with, or submitted or provided to, regulatory authorities, stockholders and the public. First Georgia Community Bank’s financial statements and reports must be prepared in accordance with generally accepted accounting principles and fairly present, in all material respects, the financial condition and results of operations of First Georgia Community Bank. Employees, officers and directors who prepare or supervise the preparation of the Bank’s public reports must be careful to ensure that those reports meet the requirements of the Code. No employee, officer or director should ask or encourage another person to deviate from First Georgia Community Bank’s commitment to provide truthful and accurate financial or other information. If you have any questions, complaints or concerns regarding accounting, auditing or internal accounting control matters, you may follow the procedures described under “Our Compliance Responsibilities,” which includes a confidential reporting process.

PROTECTING CONFIDENTIAL INFORMATION

First Georgia Community Bank protects the private, personal and proprietary information of customers, vendors and employees. Any information from or relating to a customer or vendor must be protected, and may only be disclosed in accordance with applicable law and First Georgia Community Bank’s confidentiality and privacy policies. Employees, officers and directors may receive confidential information relating to the Bank in the course of work and also are obligated to protect that information from disclosure. Employees should only disclose confidential information to other employees who have a business-related “need to know.” In addition, employees and officers should be aware that certain business units have policies that restrict the flow of confidential information between their business units and other business units that are engaged in investment advisory or securities trading activities.

Confidential information may include, without limitation, the following:

information about existing or potential customers or vendors, including customer identities, lists and all other customer information;
business or technical information, including information such as a formula, program, method, technique or compilation of information that is valuable because it is not generally known;
intellectual property, including trade secrets, secret processes and information regarding past, present or future products;
financial information, including budgets or projections, business plans, price lists and any other financial, marketing or sales information;
information intended solely for internal use such as internal memos to employees and internal broadcasts;
information regarding First Georgia Community Bank employees, including salary and personal information;
information about potential acquisitions or divestitures; and
any other non-public information that would be harmful to First Georgia Community Bank or useful or helpful to competitors if disclosed.

The foregoing restrictions regarding confidentiality apply to confidential information received by employees or officers prior to your employment with First Georgia Community Bank and continue after your employment with First Georgia Community Bank ends.

INSIDE INFORMATION AND TRADING IN SECURITIES

While performing their responsibilities to First Georgia Community Bank, employees, officers and directors may receive confidential information about First Georgia Community Bank, its customers, vendors and others. Federal securities laws prohibit the purchase or sale of shares or other securities of a company while aware of material non-public information (generally referred to as �inside information�) concerning that company. Employees, officers and directors are prohibited from trading on inside information and communicating or �tipping� inside information to others.

PROTECTION AND PROPER USE OF COMPANY ASSETS

All employees, officers and directors should protect First Georgia Community Bank�s assets from theft, waste or loss and ensure efficient use. The Bank�s assets include physical and intellectual property, such as First Georgia Community Bank�s brand, trademarks, trade secrets, as well as the confidential and proprietary information described under �Protecting Confidential Information.� The Bank�s assets may only be used for legitimate purposes. Any improper use of the Bank�s assets whether for personal or business purposes, including the misapplication or improper use of corporate or customer funds or property or the unauthorized use or publication of intellectual property, is prohibited and may be unlawful. Employees and officers also must comply with First Georgia Community Bank�s policies regarding the use of its communication systems, including its computer network, telephones/faxes, e-mail and the internet. First Georgia Community Bank�s policies prohibit the use of the Bank�s information systems and equipment to transmit illegal, inappropriate or offensive or potentially offensive material. As a general rule, you should not send any communication, including through the use of e-mail, voice mail or internal memo, that you would be uncomfortable or embarrassed seeing publicly disclosed in the media.

COMMUNICATION WITH THE MEDIA AND OTHER OUTSIDE PARTIES

Non-public information or materials regarding First Georgia Community Bank, including employee communications, must not be distributed outside the Bank, including to the media, unless specifically authorized. Any inquiry from the media, including those relating to pending litigation or regulatory matters, should be promptly referred to senior management.

OUR COMPLIANCE RESPONSIBILITIES

All employees, officers and directors must be committed to the highest level of personal performance, including meeting the requirements of the Code. All employees, officers and directors should ensure prompt and consistent reporting of violations of the Code, as well as any actual or potential violation of applicable laws, regulations or First Georgia Community Bank policies. Because it may be unclear whether a violation has occurred, employees and officers are encouraged to talk to managers about behavior that may violate the Code or may raise any questions relating to the Code.

If you are uncomfortable discussing a particular situation with a manager, you should feel free to report any concerns that you have about existing or potential violations of law, rules, regulations or this Code, or any other matter, to any member of senior management or to the chairman of the Board of Directors at gweaver@cgemc.com.

If a situation requires that your identity remain secret, anonymity will be protected, subject to applicable law, regulation or legal proceedings. In addition, if you are uncomfortable with any of the options described above, reports of violations, complaints or other matters, including those regarding accounting, auditing, or internal accounting control matters, may be made through First Georgia Community Bank�s corporate legal council Troutman Sanders LLP. You may email Troutman Sanders at thomas.powell@troutmansanders.com. If desired, you do not need to disclose your identity. All inquiries will be forwarded to an appropriate party for investigation, including the Audit Committee of the Board of Directors, if appropriate, so that First Georgia Community Bank can respond to the inquiry.

First Georgia Community Bank does not permit retaliation of any kind for good faith reports of ethical violations or misconduct of others. This means that First Georgia Community Bank will not terminate, demote or otherwise discriminate against any person for calling attention to suspected illegal or unethical acts of others. �Good faith reports� do not require that you be right about a reported activity, but do require that you tell the truth as you know and believe it.

First Georgia Community Bank�s values require that each of us undertakes our roles and responsibilities seriously. Nothing can be more serious and important that ensuring that each of us lives up to the standards of the Code. The reputation of First Georgia Community Bank is our most valuable asset. Therefore, to reinforce our commitment to the Code, you will be asked from time to time to complete an acknowledgement regarding your understanding of and compliance with the principles of the Code and related guidelines.

Those who violate the Code, or who fail to cooperate fully with any inquiries or investigations, will be subject to corrective action, possibly including termination of employment or criminal prosecution.