Attached files
| file | filename |
|---|---|
| 10-K - FORM 10-K - FNB CORP/PA/ | l38910e10vk.htm |
| EX-21 - EX-21 - FNB CORP/PA/ | l38910exv21.htm |
| EX-12 - EX-12 - FNB CORP/PA/ | l38910exv12.htm |
| EX-99.1 - EX-99.1 - FNB CORP/PA/ | l38910exv99w1.htm |
| EX-31.1 - EX-31.1 - FNB CORP/PA/ | l38910exv31w1.htm |
| EX-32.2 - EX-32.2 - FNB CORP/PA/ | l38910exv32w2.htm |
| EX-99.2 - EX-99.2 - FNB CORP/PA/ | l38910exv99w2.htm |
| EX-31.2 - EX-31.2 - FNB CORP/PA/ | l38910exv31w2.htm |
| EX-32.1 - EX-32.1 - FNB CORP/PA/ | l38910exv32w1.htm |
| EX-23 - EX-23 - FNB CORP/PA/ | l38910exv23.htm |
EXHIBIT 99.3
F.N.B.
CORPORATION
CODE OF ETHICS
for
Senior Executives and Financial Managers
CODE OF ETHICS
for
Senior Executives and Financial Managers
General: All officers and employees of
F.N.B. Corporation are subject to the terms and conditions of
the Company-wide Code of Conduct. This Code of Ethics is
directed to Senior Executives and Financial Managers and
recognizes the unique legal, regulatory and ethical duties and
obligations for which those individuals are responsible. Senior
Executives are those individuals who serve on the F.N.B.
Management Committee. Financial Managers include the C.F.O. and
the Controller of F.N.B. Corporation along with the
C.F.O.’s and Controllers at each affiliate and such other
individuals as the C.E.O. and C.F.O. may designate.
Specific Obligations: All Senior
Executives and Financial Managers are subject to the following
duties and responsibilities:
| 1. | Act at all times with honesty and integrity, avoiding actual or apparent conflicts of interest in all personal, professional and business relationships and to proactively promote ethical behavior throughout the Company. | |
| 2. | Comply with all statutes, rules and regulations of any federal, state and local government (that are applicable to the Company’s operations) as well as any other appropriate, private and public regulatory agencies. | |
| 3. | Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or permitting independent judgment to be subordinated or compromised. | |
| 4. | Always respect the confidentiality of Company and customer information and related rights of privacy, except when authorized or otherwise legally obligated to disclose that information, and never use such confidential information for personal gain. |
Books and Records: All Senior
Executives and Financial Managers are responsible for the
creation, implementation and administration of appropriate
internal accounting and disclosure controls over all areas of
their responsibility to ensure the safeguarding of the assets of
the Company and the accuracy of its financial records and
reports.
Accurate and Timely Periodic
Reports: The Company is committed to
providing investors with full, fair, accurate, timely and
understandable disclosure in the periodic reports that it is
required to file. To this end, the Company’s Senior
Executives and Financial Managers shall:
| • | comply with generally accepted accounting principles at all times; | |
| • | maintain a system of internal accounting controls that will provide reasonable assurances to management that all transactions are properly recorded; | |
| • | maintain books and records that accurately and fairly reflect the Company’s transactions; | |
| • | maintain a system of internal controls over the financial reporting process; | |
| • | prohibit the establishment of any undisclosed or unrecorded funds or assets; | |
| • | maintain a system of disclosure controls and procedures that will provide reasonable assurance that material information about the Company is made known to management, particularly during the periods in which the Company’s periodic reports are being prepared; and | |
| • | present information in a clear and orderly manner. |
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Reporting and Effect of
Violations: Senior Executives and Financial
Managers shall report, in person or in writing, any known or
suspected violations of laws, governmental regulations, the
company-wide Code of Conduct or this Code of Ethics to the Audit
Committee of the Company’s Board of Directors. The Company
will not allow any retaliation against a Senior Executive or
Financial Manager who acts in good faith in reporting any such
violation.
The Audit Committee will investigate any reported violations and
will oversee an appropriate response, corrective action and
preventative measures. Any Senior Executive or Financial Manager
that violates any laws, governmental regulations or this Code of
Ethics or the company-wide Code of Conduct will face
appropriate, case specific disciplinary actions, which may
include demotion or discharge, and the filing of regulatory
reports with the Company’s regulatory authorities.
Waivers or Amendments: The provisions
of this Code of Ethics or the company-wide Code of Conduct may
only be waived for any Senior Executive or Financial Manager by
a resolution of the Audit Committee. Amendments to this Code of
Ethics and the company-wide Code of Conduct will also require
action by the Audit Committee. Any such waiver or amendment will
be publicly disclosed as required by the securities exchange or
association on which the Company’s securities are listed
for trading and as required by the Securities Exchange
Commission.
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