DATE APPROVED BY THE BOARD April 28, 2015
The purpose of The Jacksonville Bank (the “Bank”) Whistleblower Policy is to establish procedures for the submission of complaints or concerns regarding financial statement disclosures, accounting, internal accounting controls, auditing matters or violations of The Jacksonville Bank's Code of Ethics.
Avoiding illegal business conduct is a priority for The Jacksonville Bank. Employees are encouraged to report their concerns about possible securities law violations though internal reporting mechanisms, as identified in the procedures section below.
Section 301 of the Sarbanes-Oxley Act requires the Audit Committee to establish procedures for: (a) the receipt, retention, and treatment of complaints received by the Bank regarding accounting, internal accounting controls, or auditing matters; and (b) confidential, anonymous employee submissions of concerns regarding questionable accounting or auditing matters.
Section 922 of the Dodd-Frank Act establishes a whistleblower program that enables the Securities Exchange Commission (SEC) to pay an award, under regulations prescribed by the SEC and subject to certain limitations, to eligible whistleblowers who voluntarily provide the SEC original information about a violation of the federal securities laws in writing that leads to the successful enforcement of a covered judicial or administrative action, or a related action resulting in monetary sanctions exceeding $1 million. Dodd-Frank also prohibits retaliation by employers against individuals who provide the SEC with information about possible securities violations.
Scope of Matters Covered By These Procedures
These procedures relate to concerns and complaints relating to accounting, internal accounting controls, or auditing matters, including without limitation, the following:
• Fraud or error in the preparation, evaluation, review or audit of any financial statement of the Bank;
• Fraud or error in the recordkeeping and maintaining of financial records of the Bank;
• Deficiencies in or noncompliance with the Bank’s internal accounting controls;
• Misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports, or audit reports of the Bank; or
• Any deviation from full and fair reporting of the Bank’s financial condition and/or results of operations.
The Audit Committee has adopted the following procedures:
1. The Jacksonville Bank will promptly forward to the Audit Committee any complaints that it has received regarding financial statement disclosures, accounting, internal accounting controls or auditing matters.
2. Any employee of the Bank may submit, on a confidential and anonymous basis if the employee so desires, any concerns regarding financial statement disclosures, accounting, internal accounting controls, auditing matters or violations of the Bank's Code of Ethics. All such concerns will be set forth in writing and forwarded in a sealed envelope to the chairman of the Audit Committee, in care of the Bank's General Counsel, in an envelope labeled with a legend such as: “To be opened by the Audit Committee of The Jacksonville Bank only. Submitted pursuant to The Jacksonville Bank Whistleblower Policy.” The complaint can be sent to McGuireWoods at 50 North Laura Street, Suite 3300, Jacksonville, FL 32202. If an employee would like to discuss any matter with the Audit Committee, the employee should indicate this in the submission and include a telephone number at which he or she can be reached, should the Audit Committee deem such communication is appropriate. Any such envelopes received by the General Counsel will be forwarded promptly and unopened to the chairman of the Audit Committee.
3. Following the receipt of any complaints submitted hereunder, the Audit Committee will investigate each matter so reported and take corrective and disciplinary actions, if appropriate, which may include, alone or in combination: a warning or letter of reprimand; demotion, loss of a merit increase, bonus or stock options; suspension without pay; or termination of employment. Whistleblower tips will be responded to immediately. Response to each complaint will be documented.
4. The Audit Committee may enlist employees of the Bank and/or outside legal, accounting or other advisors, as appropriate, to conduct any investigation of complaints regarding financial statement disclosures, accounting, internal accounting controls, auditing matters or violations of the Code of Ethics. In conducting any investigation, the Audit Committee shall use reasonable efforts to protect the confidentiality and anonymity of the complainant.
5. The Bank does not permit retaliation of any kind against employees for complaints submitted hereunder that are made in good faith.
6. The Audit Committee will retain as a part of its records any such complaints or concerns for a period of at least seven years.