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Ohio Valley Banc Corp.



 
AUDIT COMMITTEE CHARTER
 
PURPOSE
This Charter identifies the purpose, composition, meetings, authority, and other responsibilities and duties of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Ohio Valley Banc Corp. (the “Company”). The Committee shall provide assistance to the corporate directors in fulfilling their responsibility to the shareholders, potential shareholders, and investment community relating to corporate accounting, reporting practices of the corporation, and the quality and integrity of the financial reports of the corporation. The Audit Committee’s primary duties and responsibilities are to:

  • Oversee the accounting and financial reporting processes of the Corporation and its subsidiaries and audit of the Corporation’s financial statements.
  • Serve as an independent and objective party to monitor the Corporation’s financial reporting process and internal control system.
  • To oversee the certification process and other laws and regulations impacting the Corporation’s quarterly and annual financial statements and related disclosure controls.
  • Review and appraise the audit efforts of the Corporation’s independent accountants and internal auditing department.
  • Provide an open avenue of communication among the independent accountants, financial and senior management, the internal auditing department, and the Board.
COMPOSITION 
The Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be independent directors, and free from any relationship that, in the opinion of the Board would interfere with the exercise of his or her independent judgment as a member of the Committee. All committee members must satisfy the independence requirements of the Nasdaq Stock Market and Section 10A of the Securities Exchange Act of 1934 and the rules promulgated by the Securities and Exchange Commission thereunder. All members must be able to read and understand fundamental financial statements, including the balance sheet, income statement and cash flow statement. At least one member shall have past employment experience in finance or accounting or other comparable experience or background that results in the individual’s financial sophistication including being or having been a CEO or CFO. Committee members may enhance their familiarity with finance and accounting by participating in educational programs conducted by the Corporation or an outside consultant. 

Based upon the recommendation of the Nominating Committee, the members of the Committee shall be elected by the Board at the annual organizational meeting of the Board and shall serve until the next organizational meeting or until their successors shall be duly elected and qualified. Committee Chairman shall also be elected by the full Board. 

MEETINGS 
The Committee shall meet at least four times annually or more frequently as circumstances require. Meetings can be called by any member of the Committee and a majority of the members of the Committee shall constitute a quorum. The Committee will meet in separate executive sessions with management, the independent auditors and the internal auditors periodically to discuss any matters that the Committee or one of these groups believes should be discussed privately. The Committee may ask members of management or others to attend meetings and provide pertinent information as necessary. Minutes of all meetings of the Committee shall be submitted to the Board. 

AUTHORITY

Independent Accountant
  • Responsible for the selection, evaluation, retention, or discharge of the independent accountant.
  • The independent accountant shall report directly to the Committee.
  • Discuss the financial and/or MD & A with the independent accountant before each 10Q and 10K is filed.
  • Recommend to the Board whether the audited financial statements should be contained in the Corporation’s Annual Report on Form 10K.
  • Oversee the work of the independent accountant, including the resolution of disagreements between management and the independent auditors.
  • Review the performance of the independent accountant and consult with the independent accountant outside the presence of management about internal controls and the effectiveness thereof and the completeness and accuracy of the Corporation’s financial statements.
  • Review the matters required to be discussed by Statement on Auditing Standards No. 61 and an explanation from the independent accountant of the factors to be considered by the independent accountant in determining the audit scope.
  • Pre-approve all audit and non-audit services and service fees paid to the independent accountant.
  • Confirm the independence of the independent accountant.

Internal Auditor
  • Responsible for the appointment, engagement, performance and replacement of outside vendors performing internal audit functions.
  • Review with the internal auditor the responsibilities, qualifications, and staffing of the internal audit department.
  • Review with the internal auditor the annual audit plan and the process used to develop the plan.
  • Review with the internal auditor any deficiencies found in the internal audit process and the action of management to correct any such deficiencies.
  • Review the internal auditor’s assessment of the performance of the independent accountant.
 
OTHER RESPONSIBILITIES AND DUTIES 
  • Documents/Reports Review
  • Review and reassess the adequacy of the charter at least annually and submit any proposed revisions to the Board for consideration and approval.
  • Review the Corporation’s annual financial statements and any reports or other financial information submitted to any governmental body, or the public, including any certification, report, opinion, or review rendered by the independent accountants.
  • Meet with the internal auditor, the independent accountant and management in separate executive sessions at the Disclosure Committee Meeting to discuss any matters the Committee or these groups believe should be discussed privately with the Committee.

Ethical and Legal Compliance
  • Review legal and regulatory matters that may have a material effect on the Corporation’s financial statements, compliance policies and programs and reports from regulators.
  • Establish procedures and require the Corporation to obtain or provide the necessary resources and mechanisms for the receipts, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
  • Review the process for communicating the Corporation’s Code of Conduct and Ethics to company personnel and for monitoring compliance.
  • Conduct or authorize investigations into any matters within the Committee’s scope of responsibilities. The Committee shall be empowered to retain independent counsel, accountants, or others to assist it in carrying out its duties. The Corporation shall provide appropriate funding, as determined solely by the Committee, for payment of compensation to the independent auditors engaged for the purpose of preparing or issuing an audit report or performing other audits review or attest service for the Corporation, compensation to any other advisors retained by the Committee and ordinary administrative expense of the Committee that the Committee determines are necessary or appropriate in carrying out its duties.
  • Perform any other activities consistent with this Charter, the Corporation’s Code of Regulations and governing law, as the Committee or the Board deems necessary or appropriate.
  • Pre-approve all “related party transactions” as defined by Regulation S-K, Item 404.
 
LIMITATION OF AUDIT COMMITTEE’S ROLE

It is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. This is the responsibility of management and the independent auditor.

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COMPENSATION AND MANAGEMENT SUCCESSION COMMITTEE CHARTER
 
PURPOSE
This Charter identifies the purpose, membership, organization, duties, responsibilities and authority of the Compensation and Management Succession Committee (the "Committee") of the Board of Directors (the "Board") of Ohio Valley Banc Corp. (the "Company"). The purpose of the Committee is to (1) discharge the Board's responsibilities relating to compensation of the Company's directors and executive officers, and (2) prepare an annual report on executive compensation and related disclosures for including in the Company's proxy statement in accordance with applicable laws, rules and regulations.
 
MEMBERSHIP AND ORGANIZATION
The Committee shall consist of no fewer than three members, each of whom shall be a director of the Company. Each member of the Committee must satisfy the independence requirements and all other requirements of The Nasdaq Stock Market, LLC ("Nasdaq") with respect to compensation committees of companies whose shares are listed on Nasdaq by the effective date of each such requirement. The Company will meet at least two times each year and at such other times deemed necessary to fulfill its responsibilities. Meetings can be called by any member of the Committee, and a majority of the members of the Committee shall constitute a quorum. The Committee will maintain written minutes of its meetings, which will be filed with the minutes of the meetings of the Board. The Chairman and Committee members shall be appointed and replaced by the Board upon the recommendation of the Nominating Committee.
 
DUTIES, RESPONSIBILITIES, AND AUTHORITY
The Committee shall:
 

1. Review and approve on an annual basis the corporate goals and objectives with respect to compensation for the Chief Executive Officer. The Committee shall evaluate at least once a year the Chief Executive Officer's performance in light of these established goals and objectives and, based upon these evaluations, shall determine the Chief Executive Officer's annual compensation, including base salary, equity-based awards, long-term compensation and other incentives. The Committee shall also consider compensation at peer companies. The Chief Executive Officer must not be present during voting or deliberations on the Chief Executive Officer's compensation.

2. Review the performance of the Company's other executive officers, as defined in the applicable corporate governance rules of Nasdaq (the "Executive Officers"), and determine the compensation of the Company's Executive Officers in light of the Company's overall compensation objectives and policy and in keeping with (a) preestablished performance goals and objectives, (b)Company performance, (c) strategic leadership consistent with the Company's long term strategies, and (d) a review of compensation paid to executive officers by peers.

3. In the Committee's discretion, review management's decisions concerning the performance,compensation and benefits of other Company officers and employees.

4. Review the Company's incentive compensation plans and recommend to the Board any appropriate change. In connection with such review, the Committee shall assess the risk posed to the Company by any of the Company's compensation policies and practices and recommend to the Board any changes appropriate to ensure that the Company's compensation policies and practices do not incent excessive risk taking and are not reasonably likely to have a material adverse effect on the Company.

5. Review and make recommendations to the Board regarding the Company's retirement plans.

6. Review and make recommendations to the Board regarding any severance or other termination arrangements to be made with any Executive Officer of the Company.

7. Review and recommend to the Board the compensation of directors.

8. In its sole discretion, retain, oversee and terminate any compensation consultant, legal counsel or other advisor. The Committee shall have sole authority to approve the fees and other retention terms of the compensation consultant,legal counsel or other advisor to the Committee. The Company shall provide for appropriate funding, as determined by the Committee, for the payment of reasonable compensation to the compensation consultant, legal counselor other advisor. The Committee may select, or receive advice from, a compensation consultant, legal counsel or other advisor to the Committee, other than in-house legal counsel, only after taking into consideration the following factors:

a. the provision of other services to the Company by the person that employs the compensation consultant,legal counsel or other advisor;

b. the amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other advisor, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other advisor;

c. the policies and procedures of the person that employs the compensation consultant, legal counsel or other advisor that are designed to prevent conflicts of interest;

d. any business or personal relationship of the compensation consultant, legal counsel or other advisor with a member of the Committee;

e. any stock of the Company owned by the compensation consultant, legal counsel or other advisor;and  

f. any business or personal relationship of the compensation consultant, legal counsel, other advisor or the person employing the advisor with an Executive Officer of the Company.

Although the Committee must consider the six factors listed above, the Committee may retain or obtain advice from any compensation advisor the Committee prefers, even if not independent. 

9. Discharge all other responsibilities and exercise authority necessary to comply with Rule 10C-1(b)(2), (3) and (4)(i)-(vi) under the Securities Exchange Act of 1934, as amended, and applicable rules of Nasdaq.

10. Address, at least twice per year, plans for senior management succession and periodically report to the Board on succession planning. Review Chief Executive Officer and other management succession plans at least annually with the Chief Executive Officer, and ensure that they are reviewed with outside directors at least annually, including succession of the Chief Executive Officer in the event of an emergency.

11. Make recommendations to the Board regarding the selection and retention of Executive Officers of the Company.

12. Make recommendations to the Board with respect to the frequency of shareholder votes on approval of executive compensation to be recommended to the shareholders in the proxy statements for annual shareholder meetings, and consider the results of such shareholder votes.

13. Oversee proxy statement disclosures with respect to compensation and shareholder votes on compensation and on frequency of compensation votes.

14. Annually evaluate its own performance.

15. Review and reassess the adequacy of this Charter at least annually and recommend any proposed changes to the Board for approval.

16. Perform any other duties or responsibilities delegated to the Committee by the Board from time to time.

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

PURPOSE
The Charter identifies the purpose, membership, organization, duties and responsibilities of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Ohio Valley Banc Corp. (the “Company”). The purpose of the Committee is to (1) identify and select, or recommend for the Board’s selection, director nominees for each meeting of the Company’s shareholders at which directors are elected; (2) recommend to the Board individuals to fill vacancies on the Board; and (3) recommend to the full Board the directors that shall serve on each committee of the Board. 

MEMBERSHIP AND ORGANIZATION
The Committee shall consist of no fewer than three members, each of whom shall be a director of the Company. Each member of the committee must meet the independence requirements of the NASDAQ Stock Market and any other applicable requirements, standards, laws or regulations relating to the Nominating and Corporate Governance Committee’s duties and responsibilities. The Committee will meet at least two times each year and at such other times deemed necessary to fulfill its responsibilities. Meetings can be called by any member of the Committee and a majority of the members of the Committee shall constitute a quorum. The Committee will maintain written minutes of its meetings, which will be filed with the minutes of the meetings of the Board of Directors. The Chairman and Committee members shall be appointed and replaced by the Board of Directors. 

DUTIES AND RESPONSIBILITIES
  1. Actively seek, recruit, screen and interview individuals qualified to become members of the Board for recommendation to the Board. The Committee shall consider recommendations from all reasonable sources, including management and shareholders, and will not evaluate candidates differently based on who has made the recommendation.
  2. Evaluate the qualifications and performance of incumbent directors and determine whether to recommend them for re-election to the Board.
  3. Establish and periodically reevaluate criteria for Board membership and selection of new directors; and determine as necessary the portfolio of skills, experience, perspective and background required for the effective functioning of the Board.
  4. Recommend to the Board the director nominees for each annual meeting of shareholders.
  5. Recommend to the Board director nominees for each of the committees of the Board, including the chairperson of each committee.
  6. Recommend to the Board removal of a director, if appropriate.
  7. Monitor the orientation and training needs of directors and recommend action to the Board, individual directors, and management where appropriate.
  8. Review and reassess the adequacy of this Charter periodically and recommend any proposed changes to the Board for approval.
  9. Perform any other duties or responsibilities delegated to the Committee by the Board from time to time.
  10. In case of a vacancy on the Board, the committee may recommend to the Board an individual to fill the vacancy through appointment by the Board or through election by the shareholders or consider a reduction in the number of authorized members of the Board.

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CODE OF ETHICS POLICY
 
General Philosophy
The business of Ohio Valley Banc Corp. and its subsidiaries requires that our customers and others with whom we do business have trust in our employees, officers and directors. That same trust is important to investors in our common shares. Our continued success depends on every employee, officer and director performing his or her job in an ethical, honest, professional and competent manner. This Code of Ethics has been adopted by the Board of Directors of Ohio Valley Banc Corp. ("OVBC") not only as a guide for employees, officers and directors to meet the expectations of OVBC and to encourage the reporting of questionable behavior, but also to indicate to customers, investors and others with whom we conduct business the importance that the directors and management of OVBC place on ethical conduct.

This Code of Ethics governs the actions and working relationships of employees, officers and directors of OVBC and its subsidiaries and affiliates (collectively, the "Company") with current and potential customers, consumers, fellow employees, competitors, government and self-regulatory agencies, the media, and anyone else with whom the Company has contact. These relationships are essential to the continued success of the Company as a financial services provider.

This Code of Ethics:
  • requires the highest standards for honest and ethical conduct, including proper and ethical procedures for dealing with actual or apparent conflicts of interest between personal and professional relationships;
  • addresses potential or apparent conflicts of interest and provides guidance for employees, officers and directors to communicate those conflicts to the Company;
  • requires full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the Company with governmental and regulatory agencies;
  • requires the highest level of confidentiality and fair dealing within and outside the Company's environment;
  • requires compliance with applicable laws, rules and regulations;
  • addresses misuse or misapplication of the Company's property and corporate opportunities; and
  • requires reporting of any illegal behavior.

Policy Statements
Conflicts of Interest
General. A "conflict of interest" occurs when an employee's, officer's or director's personal interest interferes or appears to interfere in any way with the interests of the Company. Any position or interest, financial or otherwise, that could materially conflict with an individual's performance as an employee, officer or director of the Company, or which affects or could reasonably be expected to affect an employee's, officer's or director's independence or judgment concerning transactions between the Company and a customer, supplier or competitor or otherwise reflects negatively on the Company, would be considered a conflict of interest. Where an employee, officer or director faces a potential conflict of interest, that individual should report the potential conflict of interest to his or her supervisor or to the bank’s internal auditor. The Audit Committee shall review and oversee all actions and transactions which involve the personal interest of an employee, officer or director and shall have the right to determine that any such action or transaction does not constitute a conflict of interest or a violation of this Code of Ethics. Any transaction by an employee, officer or director with the Company shall be governed by the Statement of Policy with Respect to Related Party Transactions of the Company.

The following paragraphs address specific actions or situations that may involve a conflict of interest.

Gifts and Corporate Opportunities. Using confidential information about the Company or its businesses, directors, officers, employees, customers, consumers or suppliers for personal benefit or disclosing such information to others outside normal duties is prohibited. In the event of an opportunity to receive a gift or other personal benefit, an employee, officer or director must ask himself or herself whether or not the acceptance would give rise to a feeling of obligation or could be seen by others as impairing his or her ability to act solely in the best interests of the Company.

Title 18 U.S. Code, Section 215, makes it a criminal offense for any Company employee to corruptly:

  • Solicit for himself or herself or for a third party anything of value from anyone in return for any business, service or confidential information of the Company or its customers; or
  • Accept anything of value (other than normal authorized compensation) from anyone in connection with the business of the Company, either before or after a transaction is discussed or consummated.

The purpose of this statute is to prevent payment to persons affiliated with the Company to induce a particular transaction or as a gratuity in support of a particular transaction. Generally, unless prior approval of the Audit Committee is received, employees, officers and directors are prohibited from any of the following:
  • personally benefiting from opportunities that are discovered through the use of Company property, contacts, information or position;
  • personally benefiting from an opportunity that is within the corporate power of the Company when the opportunity is of present or potential practical advantage to the Company, unless the Company has considered and rejected the opportunity;
  • accepting employment or engaging in a business (including consulting or similar arrangements) that may conflict with the performance of their duties or the Company's interest;
  • soliciting, demanding, accepting or agreeing to accept anything of value from any person (except the Company) in connection with the performance of their employment or duties at the Company; and
  • acting on behalf of the Company in any transaction in which an employee or an immediate family member has a significant direct or financial interest.

There are certain situations in which an employee, officer or director may accept a personal benefit from someone with whom the Company transacts business, such as:
  • accepting a gift of modest value in recognition of a commonly recognized event or occasion (such as a promotion, new job, wedding, retirement or holiday). An award in recognition of service and accomplishment may also be accepted without violating these guidelines so long as the gift does not exceed $100 from any one individual in any calendar year. Cash or a cash equivalent is never an acceptable gift;
  • accepting something of value if the benefit is available to the general public under the same conditions on which it is available to the employee, officer or director;
  • accepting meals, refreshments, travel arrangements and accommodations and entertainment of reasonable value in the course of a meeting or other occasion to conduct business or foster business relations, if the expense would be reimbursed by the Company as a business expense if the other party did not pay for it; and
  • accepting a gift based upon a family relationship or close personal relationship formed independently of your involvement with the Company.

If an employee, officer or director believes that the acceptance of a certain gift or benefit would be consistent with normal and customary business practices and will help cultivate and/or enhance business opportunities for the Company, the employee, officer or director should submit a Request for Exception to his or her supervisor and a Senior Vice President, an Executive Vice President or the Chief Executive Officer. If an employee, officer or director receives an unexpected gift or other personal benefit that is not clearly one of the permitted benefits set forth above, he or she must report it to his or her supervisor and a Senior Vice President, an Executive Vice President or the Chief Executive Officer. The Audit Committee shall have the right to determine that any such personal benefit does not constitute a conflict of interest in violation of this Code of Ethics and/or to require that such personal benefit be returned to the provider or reimbursed by the Company.

An employee, officer or director should not directly or indirectly accept a bequest under a will or trust if such bequest has been made because of his or her relationship with the Company. If an employee, officer or director knows or suspects that he or she has been named as a beneficiary in a customer's will and such customer if not a relative of the employee, officer or director, such employee, officer or director must attempt to have his or her name removed from the will and report the information to his or her supervisor, if applicable, and the bank’s internal auditor. In this context, a customer is any current, active customer and any past customer with whom the Company has done business within the previous two years. Any exception to this general policy may be made if the Audit Committee of the Board of Directors determines that there is no conflict of interest.

Outside Civic, Charitable, Educational or Business Relationships. The Company encourages civic, charitable and educational activities as long as they do not interfere with the performance of a director's, an employee's or an officer's duties at the Company or create a conflict of interest. The Company encourages directors, officers and employees to consult with the Chief Executive Officer or the Chair of the Audit Committee before agreeing to serve as a director or a trustee of another organization, whether for profit or not for profit, although pre-approval is not required. The Company may require periodic reporting of each director’s, employee's or officer's service as a director or trustee of another organization and, if the Audit Committee believes that any such service will or is likely to interfere with the director’s, employee's or officer's duties at the Company or create a conflict of interest, the director, employee or officer must resign from such position.

Functioning as a Fiduciary. Directors, employees and officers are encouraged, although not required, to consult with the Chief Executive Officer or the Chair of the Audit Committee before a director, employee, an officer or an immediate family member of a director, an employee or officer agrees to serve as executor, trustee or guardian of an estate, trust or guardianship established by a customer of the Company, unless the customer is a relative of the employee or officer. The Company may require periodic reporting of each director’s, employee's, officer's or immediate family member's service in such a fiduciary capacity and, if the Audit Committee believes that any such service will or is likely to interfere with the director’s, employee's or officer's duties at the Company or create a conflict of interest, the director, employee, officer or immediate family member must resign from such position.

Personal Investments. Employees, officers and directors should avoid any investment in the business of a customer, supplier or competitor which gives such person potential influence over the company's decisions, unless the security is publicly traded on a national securities exchange and there is no possibility of a conflict of interest or permission has been obtained in writing from the Audit Committee of the Board of Directors. All personal investment decisions should be made in a manner that will not affect an employee's, officer's or director's judgment or action in the conduct of the Company's business. The Company also expects that every employee, officer or director will comply with all applicable laws, rules and regulations and all other corporate policies to which such individual is subject.
 
Political Activities. The Company understands and acknowledges that employees, officers and directors may participate in political activities through contributions of time or money in their individual capacities unless restricted by applicable securities or other laws, rules or regulations or the requirements of any other regulatory authority. Employees, officers and directors are encouraged, although not required, to obtain prior approval from the Audit Committee before accepting appointment or nomination to any public office or before becoming a candidate for such an office. The Company may require periodic reporting of each employee's, officer's or, director’s or immediate family member's appointment or election to public office and, if the Audit Committee believes that any such service will or is likely to interfere with the employee's or, officer's or director's duties at the Company or create a conflict of interest, the employee, officer, or director, or immediate family member must resign from such position. In making its determination, the Board of Directors will consider a variety of factors, including the level of interference with Company job responsibilities, compliance requirements and conflicts of interest. The Board of Directors will not base its decision on the party affiliations of the potential candidate. Personal political activity must not interfere with the individual's job responsibilities to the Company, be construed as political activity of the Company or create a conflict of interest. Company buildings, equipment or supplies shall not be used for political activity.

Extensions of Credit. The Ohio Valley Bank Company may extend credit to any executive officer, director, or principal shareholder of the Company only in accordance with Regulation O of the Board of Governors of the Federal Reserve System and the Company's Regulation O Policy and Statement of Policy with Respect to Related Party Transactions. The Company's Loan Policy also contains a section with guidance related to loans to directors and officers.

Confidentiality
Nonpublic information regarding the Company or its businesses, employees, customers and suppliers is confidential. Company employees, officers and directors are entrusted with confidential information. Such confidential information is only to be used for the business purpose intended. Employees are not to share confidential information with anyone outside of the Company, including family and friends, or with other employees who do not need the information to carry out their duties. Employees also have an obligation to shield customer information from the possibility of identity theft. Employees may be required to sign a specific confidentiality agreement in the course of their employment at the Company. All employees, officers and directors are expected to familiarize themselves with the Company’s Privacy Policy and to ensure that its principles are followed in all aspects of the Company's operations. All employees remain under an obligation to keep all information confidential even if their employment with the Company ends. At the time of termination or resignation, departing employees, officers and directors will be required to return all Company property in their possession or control, including but not limited to electronic or written Company documents, files, computer diskettes, reports and records containing any Company or nonpublic information, along with all copies thereof.

Confidential or proprietary information includes, among other things, any non-public information concerning the Company, including its business, financial performance, results or prospects, and any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purposes for which it was conveyed.

Public or media communications involving the Company must be made only as authorized by Company policies or procedures. All discussions involving the Company on the Internet must be made only as permitted by the Company's Blogging/Social Networking Policy and any other applicable policies adopted by the Company from time to time.

Public Disclosure and Reporting and Records Integrity
Particular care is required in the preparation of the Company's filings ("Securities Reports") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC under such Acts (collectively, the "Securities Laws"). It is essential that the Company's Securities Reports contain full, fair, accurate, timely and understandable disclosure and otherwise comply with the letter and spirit of the Securities Laws for the protection of the Company and its stockholders and to engender public confidence in the information provided by the Company in its Securities Reports. Accordingly, the senior executive officers and financial officers of the Company must use their best efforts to ensure that the Company's Securities Reports and other public communications made by the Company contain full, fair, accurate, timely and understandable disclosure and that the Company at all times complies in all material respects with the letter and spirit of the Securities Laws. Financial executives are expected to establish and maintain policies and procedures that:
  • encourage and reward professional integrity in all aspects of the Company by eliminating inhibitions and barriers to responsible behavior, such as coercion, intimidation, fear or reprisal or alienation from the Company;
  • discourage and eliminate the appearance or occurrence of conflicts between what is in the best interests of the Company and what could result in personal gain for a member of the institution, including financial executives; and
  • provide a mechanism for members of the Company to inform senior management of the Company or the Audit Committee of deviations in practice from policies and procedures governed by honest and ethical behavior.
All employees, officers and directors have a responsibility to create, handle and maintain records and accounting information with care and integrity. Such responsibility includes recording transactions in an accurate and timely manner. It also includes complying with the Company's internal control procedures. The safeguarding of customer and Company assets and ensuring the proper reporting and disclosure of financial information is mandatory for all employees, officers and directors. The retention or proper disposal of Company records should be in accordance with established institution policies and applicable legal and regulatory requirements.

Employees, officers and directors are expected to respond honestly and candidly when interacting with the Company's internal auditors, external auditors, regulators, and legal counsel.

Any person who has concerns about any accounting, internal accounting controls or audit matter should report such concern directly to the Company's Chief Financial Officer or to the Chairman of the Audit Committee.

Fair Dealing
Each employee, officer and director should undertake to deal fairly with the Company's customers, suppliers, competitors and employees. Additionally, no one should take advantage of another through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practices. The Company's intention is to compete fairly and honestly and to seek competitive advantage through performing better than the competition, not through unethical or illegal business practices.

Employees must disclose prior to their time of hire the existence of any employment agreement, non-compete or non-solicitation agreement, confidentiality agreement or similar agreement with a former employer that in any way restricts or prohibits the performance of any duties or responsibilities of their positions with the Company. Copies of such agreements must be provided to Human Resources to permit evaluation of the agreement in light of the employee's position. In no event shall an employee use any trade secrets, proprietary information or other similar property, acquired in the course of his or her employment with another employer, in the performance of his or her duties for or on behalf of the Company.

Protection and proper use of company property

All employees, officers and directors should protect the Company's property and assets and ensure their efficient and proper use. Theft, carelessness and waste can directly impact the Company's profitability, reputation and success. Permitting Company property (including data transmitted or stored electronically and computer resources) to be damaged, lost, or used in an unauthorized manner is strictly prohibited. Employees, officers and directors may not use corporate, bank or other official stationery for personal purposes. Aside from the occasional and limited use of the Company's offices, equipment or supplies for personal purposes, use of the Company's offices, equipment or supplies for personal purposes must be approved in advance by the employee's supervisor, the President or the Chief Executive Officer.

Compliance with laws, rules and regulations

This Code of Ethics is based on the Company's policy that all employees, officers and directors comply with all applicable laws, rules and regulations. While the law prescribes a minimum standard of conduct, this Code of Ethics requires conduct that often exceeds the legal standard. If an employee does not understand a particular law or how it applies, the employee should seek appropriate guidance from his or her supervisor, the President or the Chief Executive Officer. If the President, the Chief Executive Officer, the Chief Financial Officer or a director is uncertain with respect to a law or regulation, such person should consult with legal counsel for the Company.

Certain Company subsidiaries or business units may have policies and procedures governing topics covered by this Code of Ethics. These policies and procedures reflect the special requirements of these subsidiaries and business units. To the extent such policies and procedures are more restrictive than the standards contained in this Code of Ethics, anyone subject to such policies and procedures must comply with the stricter standard.

Reporting of illegal behavior

In addition to the importance of maintaining customer confidence, there are specific laws that outline the actions the Company must take regarding any known, or suspected, crime involving the affairs of the Company. With regard to financial affairs, to the extent required by applicable laws or regulations, a bank must make a criminal referral in the case of any known, or suspected, theft, embezzlement, check/debit card kiting, misapplication or other defalcation involving bank funds or bank personnel in any amount.

Fraud is an element of business that can significantly affect the reputation and success of the Company. The Company requires each officer and employee to report to his or her supervisor, if applicable, and the bank’s internal auditor any known or suspected criminal activity involving the Company or its directors, officers or employees. If an officer or director has no supervisor, such disclosure must be made to the Chairman of the Audit Committee or another member of the Audit Committee. If the supervisor is suspected of being a violator, such report should be made to the next supervisor in the chain of command and he bank’s internal auditor. If the bank’s internal auditor is suspected of being a violator, such report should be made to the Chairman of the Audit Committee or another member of the Audit Committee.

If an officer or employee is uncomfortable directly reporting illegal behavior to a supervisor, the bank’s internal auditor or a member of the Audit Committee, reports may be made pursuant to the Ohio Valley Banc Corp. Whistleblower Policy. A copy of the Ohio Valley Banc Corp. Whistleblower Policy may be found on the Company's iRisk computer system.

Other policies
There are many other policies that are important to the Company and its operations. Nothing contained in this Code of Ethics shall relieve any employee, officer or director from complying with any other applicable Company policy.

Administration of the Code of Ethics
This Code of Ethics shall be administered and monitored by the Company's Audit Committee. The bank’s internal auditor and any member of the Audit Committee to whom a violation of this Code has been reported shall promptly notify the Board of Directors of any violation of this Code. At the time of initial employment or election, each employee, officer and director shall be provided with a copy of this Code and will be required to certify that he or she has read this Code, understands it and agrees to comply with it. Financial executives, including the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the bank’s internal auditor, the Chief Financial Officer, the Chief Credit Officer, the Secretary and the Comptroller of OVBC or any subsidiary of OVBC shall certify understanding and commitment to the special responsibilities of the Company's financial executives. At least annually, this Code will be presented to the Executive Committee of the Board of Directors for review and amendment as necessary. Employees, officers and directors will be provided with a copy of the Code, as amended, and asked to certify that he or she has read the Code, understands it and agrees to comply with it.

Related Procedures:

Waivers
Employees, officers and directors of the Company are expected to follow this Code of Ethics at all times. Generally, there should be no waivers to this Code of Ethics. However, in rare circumstances a waiver may be appropriate. Waivers will be determined on a case-by-case basis by the Board of Directors. The Board of Directors shall have the sole and absolute discretionary authority to approve any deviation or waiver from this Code of Ethics. Any waiver and the grounds for such waiver shall be publicly disclosed if required by the rules of the SEC on the Company's website or in any other manner as may be permitted or required under applicable laws, rules and regulations or the requirements of the SEC or any securities exchange on which the securities of the Company are traded.

The Company shall provide to any person without charge, upon request, a copy of this Code of Ethics. Such request should be made, in writing, to: Ohio Valley Banc Corp., Attention: Larry E. Miller, Secretary, P. O. Box 240, Gallipolis, Ohio 45631.

Every Employee, Officer and Director Has An Obligation To:
  • comply with this Code of Ethics, which prohibits violation of local, state, federal or foreign laws and regulations applicable to our businesses, and requires compliance with all Company policies, including any special policies or procedures implemented by specific Company subsidiaries or business units;
  • be familiar with laws and Company policies applicable to his/her job;
  • ask questions if a policy or the action to take in a specific situation is unclear;
  • be alert to indications and/or evidence of possible wrongdoing; and
  • report violations and suspected violations of this Code of Ethics promptly to the appropriate person as described in "How to Report a Violation" below and elsewhere in this Code of Ethics.

The Company's managers have a particular responsibility to notice and question incidents, circumstances and behaviors that point to a reasonable possibility that a violation of this Code of Ethics has occurred. A manager's failure promptly to follow up on reasonable questions is, in itself, a violation of Company policy.

How to ask a question
An employee should consult with the bank’s internal auditor to get answers on ethics related questions. If the bank’s internal auditor’s answer does not resolve a question or if an employee has a question that the employee cannot comfortably address to the bank’s internal auditor, the employee should go to the Chairman of the Audit Committee or another member of the Audit Committee.

An executive officer or director may bring any question to the Chairman of the Audit Committee.

How to Report a Violation
The Company requires each officer and employee to report to his or her supervisor, if applicable, and the bank’s internal auditor any known or suspected violation of this Code of Ethics. If an officer or director has no supervisor, such disclosure must be made to the Chairman of the Audit Committee or another member of the Audit Committee. If the supervisor is suspected of being a violator, such report should be made to the next supervisor in the chain of command and to the bank’s internal auditor. If the bank’s internal auditor is suspected of being a violator of this Code, such report should be made to the Chairman of the Audit Committee or another member of the Audit Committee.

If an officer or employee is uncomfortable directly reporting a violation of this Code of Ethics to a supervisor, the bank’s internal auditor or a member of the Audit Committee, reports may be made pursuant to the Ohio Valley Banc Corp. Whistleblower Policy. A copy of the Ohio Valley Banc Corp. Whistleblower Policy may be found in the Company's iRisk computer system.

Concerns regarding questionable accounting or auditing matters not satisfactorily handled by the Chief Financial Officer should be reported to the Chairman of the Audit Committee.

Response to a Report of a Violation
All determinations of whether a violation has occurred shall be made by the Audit Committee, in consultation with such internal or external legal counsel as the Audit Committee deems appropriate. The Audit Committee will take the matter under consideration, including undertaking any necessary investigation or evaluation of the facts related to the situation and, after consultation, shall render a written decision, response or explanation as expeditiously as possible.

In determining whether a violation of this Code of Ethics has occurred, the Audit Committee may take into account the extent to which the violation was intentional, the materiality of the violation from the perspective of either the detriment to the Company or the benefit to the employee, officer or director, the policy behind the provision violated and such other facts and circumstances as the Audit Committee shall deem advisable.

Upon determining that the Code of Ethics has been violated, the Company will take appropriate disciplinary or corrective action, including warnings, suspension and termination of employment. If a violation is found to have occurred but the Audit Committee recommends no disciplinary or corrective action be taken, the Board of Directors shall consider such recommendation. If the Board of Directors determines to take no disciplinary or corrective action, then the waiver shall be disclosed as set forth above.

Confidentiality of Reports of Violations
Reports of suspected violations will be kept confidential to the extent possible and consistent with the conduct of an appropriate investigation.

No Retaliation
Retaliation in any form against an employee, officer or director who has, in good faith, reported a suspected or actual violation of this Code of Ethics will not be tolerated.

BRIEF DESCRIPTION OF AMENDMENT TO CODE OF ETHICS
On October 16, 2012, the Board of Directors of Ohio Valley Banc Corp. ("OVBC") approved amendments to and a restatement of its Code of Ethics (the "Code"), which is applicable to all subsidiaries and affiliates of OVBC (together, the "Company") and all directors, officers and employees of all of such companies ("Covered Persons"). The changes to the Code include the following:
  • The amended Code generally requires prior approval from the Audit Committee before a Covered Person benefits from described corporate opportunities.
  • The amended Code provides that Covered Persons are not required to obtain approval before serving on the board of another entity, serving as a fiduciary, or accepting appointment or nomination to a public office, but OVBC may require periodic reporting by Covered Persons of such service and require a Covered Person to terminate such service if the Audit Committee believes it creates a conflict of interest or will, or is likely to, interfere with the Covered Person's responsibilities to the Company.
  • The Code now provides more specificity with respect to the situations in which a Covered Person may accept something of personal benefit from someone with whom the Company does business, including (1) accepting a gift of modest value in recognition of an event or occasion, provided that cash or a cash equivalent is never an acceptable gift (unless it is based upon a family relationship or close personal relationship formed independently from involvement with the Company); (2) accepting something available to the general public under the same circumstances; or (3) accepting meals, accommodations and other benefits in connection with a business meeting if the expenses would be reimbursed by the Company as a business expense if the other party did not pay for them.
  • The amendments added discussion of the obligations of Covered Persons with respect to filings with the Securities and Exchange Commission, requiring particular care to ensure that such filings contain full, fair, accurate, timely and understandable disclosure and comply with the letter and spirit of the securities laws.
  • The discussion of the responsibility to treat customers and prospective customers with courtesy and respect was expanded to more fully describe the obligation of Covered Persons to deal fairly with all customers, suppliers, competitors and employees, and to prohibit manipulation, abuse of privileged information, misrepresentation of material facts and any other unfair dealing practices.
  • The Audit Committee is now expressly charged with investigating whether violations have occurred and determining what disciplinary or corrective action should be taken, taking into account whether the violation was intentional, the materiality of the violation and other facts and circumstances the Audit Committee deems advisable.
  • The Board of Directors is charged with considering any potential waiver of the Code, and such waivers are required to be publicly disclosed to the extent and as required by applicable securities laws or requirements of the Securities and Exchange Commission.
  • The amended Code prohibits retaliation in any form against anyone who has, in good faith, reported a suspected or actual violation of the Code.

In addition to the foregoing, the amendments to the Code clarify the application of the Code to all subsidiaries of OVBC, clarify reporting responsibilities if a violation is believed to have occurred and made the reporting responsibilities consistent with OVBC's Whistleblower Policy. Covered Persons may report violations of the Code, including illegal behavior, through the channels permitted in the Whistleblower Policy or, generally, to the internal auditor, the individual's supervisor or, in certain circumstances, directly to a member of the Audit Committee or the Chairman of the Audit Committee.

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