Whistleblower Policy
ECB Bancorp, Inc (ECB) and its subsidiaries Code of Business Conduct and Ethics require directors, officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of the Bank, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.
ECB has an open door policy and suggests that employees share their questions, concerns, suggestions or complaints with someone who can address them properly. In most cases, an employee's supervisor is in the best position to address an area of concern. However, if you are not comfortable speaking with your supervisor or you are not satisfied with your supervisor's response, you are encouraged to speak with someone in the Human Resources Department or anyone in management whom you are comfortable in approaching. Supervisors and managers are required to report suspected violations of the Code of Business Conduct and Ethics to the Bank's Whistleblower Officer, who has specific and exclusive responsibility to investigate all reported violations. For suspected fraud, or when you are not satisfied or uncomfortable with following the Bank's open door policy, individuals should contact the Bank's Whistleblower Officer directly. If reporting through the above means is not possible or is uncomfortable you can make a report through The Network by calling 888-225-7389 where a trained responder will assist you in making the report, or you may make a report on the web at https://www.reportlineweb.com/ecbbancorp. Reports by either of these two means can be made 7days a week, 24 hours a day.
It is the policy to encourage its employees and other persons to notify ECB's Whistleblower Officer of any complaints or concerns regarding accounting, internal accounting controls or auditing matters, including any complaints or concerns regarding questionable accounting or auditing matters, involving ECB. It is also the policy of ECB to require its employees to report known or suspected violations of laws, rules, regulations or ECB corporate policies. These reports can also be done through The Network.
It is also the policy of ECB to strictly prohibit all ECB personnel and agents from retaliating in any manner against any ECB employee or other person for lawfully;
(a) submitting communications to ECB's Audit Committee regarding Accounting and/or Reporting Concerns,
(b) engaging in required reporting,
(c) providing truthful information relating to the violation or possible violation of any state or federal law, rule or regulation, in either case to;
(1) any ECB personnel,
(2) any state or federal regulatory or law enforcement agency, or
(3) any member of any state or federal legislative body or committee thereof, or
(d) participating or otherwise assisting in any proceeding relating to any of the foregoing (any such retaliation being referred to as "Prohibited Retaliation"). The following procedures shall be followed to implement these policies:
PROCEDURES REGARDING ACCOUNTING CONCERNS AND/OR REQUIRED REPORTING
A. Notification Generally
ECB's Board of Directors has appointed the Chief Risk Officer to serve as ECB's Whistleblower Officer. The Audit Committee has designated ECB's Whistleblower Officer as its agent to receive communications regarding Accounting and/or Reporting Concerns. Such communications may be submitted confidentially and/or anonymously, at the election of the submitting party, to the Whistleblower Officer in writing or by e-mail or by phone at the address set forth.
Chief Risk Officer
PO Box 337
Engelhard, NC 27824
(252) 925-5508 - Office Phone
B. Anonymous Notification
If you wish to remain anonymous you may make a report through The Network. The Network is available 7 days a week, 24 hours a day.
888-225-7389 or
https://www.reportlineweb.com/ecbbancorp
C. Substitute Notification
If the Whistleblower Officer is alleged to have been involved in the matters giving rise to the Accounting and/or Reporting Concerns, communications regarding the accounting concern may be submitted confidentially and /or anonymously, at the election of the submitting party, to the Audit Committee through the Chairman of the Audit Committee at the address set forth.
Bryant Kittrell
3103 Merriewood Lane
Greenville, NC 27834
(252) 355-0088 Work
(252) 355-0099 Home
bryant@kittrellandarmstrong.com
D. Handling of Communications
All communications regarding Accounting and/or Reporting Concerns shall promptly be forwarded by the initial recipient thereof to the Audit Committee in form received (or, in the case of telephone communications, in the form of a written transcript) and in the manner directed by the Audit Committee. Such communications may be preceded, accompanied or followed by summaries or commentaries prepared by the initial recipient thereof (or by the Whistleblower Officer), as directed by the Audit Committee.
E. Response to Accounting and/or Reporting Concerns
The Audit Committee shall take or cause to be taken such investigative, remedial or other actions in response to any communication regarding Accounting and/or Reporting Concerns as the Audit Committee, in the exercise of its business judgment, deems appropriate.
F. Document Retention
The Audit Committee shall retain or cause to be retained any communication regarding Accounting and/or Reporting Concerns, together with such related materials as the Audit Committee may deem appropriate, for a period of six years.
PROCEDURES REGARDING PROHIBITED RETALIATION
A. Notification Generally
Any communication alleging Prohibited Retaliation (a "Retaliation Complaint") should be in writing and should include a sworn statement, under penalty of perjury, that the allegations contained in the communication are true or are believed by the submitting party to be true. Such communications should be submitted to the Whistleblower Officer at the mailing address as set forth above.
B. Substitute Notification
If the Whistleblower Officer is alleged to have been involved in the Prohibited Retaliation, the Retaliation Complaint, in the form described above should be submitted to the Audit Committee through the Chairman of the Audit Committee at the address set forth above.
C. Timing of Filing Retaliation Complaint
Any Retaliation Complaint submitted to the Whistleblower Officer (or the Audit Committee) should be filed within 90 days of the alleged Prohibited Retaliation.
D. Investigating by the Whistleblower Officer or a Substitute Investigating Officer
1. When a Retaliation Complaint is submitted to the Whistleblower Officer (or the Audit Committee) the Whistleblower Officer (or a substitute investigating officer appointed by the Audit Committee) shall promptly investigate the Prohibited Retaliation alleged in the Retaliation Complaint.
2. The Whistleblower Officer (or substitute) shall present his or her findings resulting from such investigation to the Audit Committee as promptly as reasonably practical.
3. In connection with any such investigation, the Whistleblower Officer (or substitute) shall provide to the person accused of Prohibited Retaliation a copy of the Retaliation Complaint and any documents on which the Whistleblower Officer (or substitute) intends to rely in connection with the investigation. The person accused of Prohibited Retaliation shall be provided the opportunity to respond to the Retaliation Complaint and to file a written statement, which will be made part of the record submitted to the Audit Committee.
4. If for any reason the Whistleblower Officer's (or substitute) activities with respect to a Retaliation Complaint are terminated before findings are sent to the Audit Committee, the records of such investigating shall be sealed and shall be released only to the Audit Committee and as required by law.
E. Whistleblower Officer's or Substitute Investigating Officer's Decision
The Whistleblower Officer (or substitute) will reach a decision regarding the Retaliation Complaint and will communicate that decision to the complainant and to the person accused of Prohibited Retaliations. Such communication will not describe any disciplinary action which may be taken in connection with the Retaliation Complaint.
F. Disciplinary Actions
The Whistleblower Officer (or substitute) shall determine the appropriate disciplinary action, if any, to be initiated against an ECB employee found to have engaged in Prohibited Retaliation. For an officer of ECB, the Whistleblower Officer (or substitute) shall not initiate disciplinary action, but shall make a recommendation to the Audit Committee, which shall then, if appropriate, initiate disciplinary action.
G. Appeal of the Decision
Decision of the Whistleblower Officer (or substitute) may be appealed to the Audit Committee within 90 days after the Whistleblower Officer communicates his or her decision to the complainant and the person accused of Prohibited Retaliation.
H. Document Retention
The Audit Committee shall retain or cause to be retained one or more copies of the Retaliation Complaint and findings of the Whistleblower Officer (or substitute) together with any such related materials as the Audit Committee may deem appropriate, for a period of six years.
