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The
First Bancshares, Inc.: Code of Ethics For Financial Officers
Adopted as of March 19, 2004
The Board of Directors of The First Bancshares, Inc. has adopted
this Code of Ethics for Financial Officers (the "Code
of Ethics") for The First Bancshares, Inc.and its wholly
owned subsidiary, The First, A National Banking Association
(together, the "Company"). This Code of Ethics applies
to the Company's principal executive officer, principal financial
officer, principal accounting officer or controller, or persons
performing similar functions (collectively, the "Financial
Officers").
The Company expects all of its employees to act with the highest
standards of professional integrity in all aspects of their personal
and business activities, to comply with
all applicable laws, rules and regulations, and to abide by all
other policies and procedures adopted by the Company that govern
the conduct of its employees. Many of those
policies are stated in the Company's Code of Conduct and Compliance
Program, previously adopted on October 17, 2002.
This Code of Ethics is intended to further emphasize and promote
honest and ethical conduct for Financial Officers, and to deter
wrongdoing, particularly as related to the maintenance of the
Company's financial records and the preparation of its public
financial reports. As such, this
Code of Ethics is a supplement to, and not a replacement for,
the Company's other policies, including the Code of Conduct and
Compliance Program.
While no code or policy can anticipate every situation
that may arise, this Code of Ethics is intended to serve as a
source
of guiding principles.
Honest and Ethical Conduct
Financial Officers are expected to:
- Adhere to a high standard of ethical conduct, and carry out
their responsibilities with honesty and integrity.
- Avoid actual or apparent conflicts of interest between themselves
and the Company, such as having an ownership interest in a company
that competes with or does business with the Company. However,
it is not considered to be a conflict of interest to make investments
in companies that are listed on a national securities exchange.
- Advance the legitimate business interests of the Company
and its shareholders, and not use their position for personal
advantage.
- Protect the Company's assets, including confidential information,
from misuse.
- Promote honest and ethical behavior by employees throughout
the Company.
Compliance With Laws
Financial Officers are expected to comply with all applicable
governmental laws, rules and regulations in carrying out their
responsibilities to the Company and in their personal lives.
Financial Disclosure and Reporting
Financial Officers are responsible for the complete, accurate
and timely preparation of the Company's financial reports. They
are expected to:
- Establish and maintain a system of internal accounting controls
and procedures, designed to accurately and completely process,
record and report the business activities of the Company.
- Establish and maintain a system of controls and procedures
designed to ensure that all material financial information is
reported to the public on a timely basis, in
accordance with generally accepted accounting principles and
in accordance with the rules and regulations of the United States
Securities and Exchange Commission (the "SEC").
- Provide full, fair, accurate, and timely disclosure in reports
and documents that the Company submits to the SEC and in other
public financial communications.
- Exercise due diligence in the conduct of their profession,
always maintaining objectivity and independence of thought.
- Maintain their professional knowledge and skills at the highest
level commensurate with their responsibilities.
Financial Officers are prohibited from taking any action directly
or indirectly to fraudulently influence, manipulate or mislead
the Company's independent public auditors.
Reporting Violations
Financial Officers are obliged to report suspected violations
of this Code of Ethics to the Chief Executive Officer or to the
chairman of the Audit Committee of the Company's Board of Directors
(the "Audit Committee"). The Company will not retaliate
against Financial Officers for
reports made in good faith.
Responsibility and Accountability
Financial Officers are responsible for their personal adherence
to this Code of Ethics, and they will be held accountable for
their actions. They are encouraged to bring any questions regarding
the application of this Code of Ethics to the attention of their
immediate supervisor or to
the chairman of the Audit Committee.
Failure to observe the terms of this Code of Ethics may result
in disciplinary action, up to and including termination of employment.
Violations of this Code of Ethics may also constitute violations
of laws and regulations, which could result in civil and criminal
penalties.
Administration
Chief Executive Officer. The Chief Executive Officer is responsible
to:
- Administer this Code of Ethics on a day-to-day basis, such
as securing acknowledgments from Financial Officers.
- Advise Financial Officers regarding questions that may be
brought to his attention.
- Communicate all suspected violations to the Audit Committee.
Audit Committee. The Audit Committee is responsible to:
- Administer and interpret this Code of Ethics, as it deems
appropriate.
- Identify the specific individuals within the Company to be
designated as Financial Officers.
- Review and investigate suspected violations, and determine
disciplinary action whenever necessary.
- Approve any waivers.
The Company will promptly disclose any amendment or waiver of
this Code of Ethics, as required by law or by SEC regulation.
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