EX-19.1 4 exhibit19.htm EX-19.1
1
FIRSTBANCORP
POLICY STATEMENT ON
INSIDE INFORMATION
AND INSIDER
TRADING
1
EXHIBIT 19.1
Introduction
Purpose
The purpose
of this
Policy Statement
on Inside
Information and
Insider Trading
(“Policy Statement”)
is to
establish First
BanCorp’s
policies regarding the protection
of material, non-public and other
confidential information, the stringent
ethical and legal prohibitions
against insider trading
and tipping, and
the expected standards
of conduct of
employees with respect
to these highly
sensitive matters.
Unlawful insider trading
occurs when a person
uses material, non-public
information obtained through
their employment or
otherwise
involvement with
a company
to make
decisions to
purchase, sell
or otherwise
engage in
transactions in
the Corporation’s
(as defined
below)
securities
or
to
provide
that
information
to
others
outside
the
company.
The
prohibitions
against
insider
trading
apply
to
trading
or
otherwise
transacting
in
the
Corporation’s
securities,
tipping,
and
making
recommendations
to
engage
in
transactions
by
virtually any person, including all persons associated with the company,
if the information involved is “material” and “non-public.”
Applicability
This Policy
Statement applies
to all employees
and members
of the
Board of
Directors (the
“Board”) of
First BanCorp
and any
of its
subsidiaries
and
affiliates
(collectively
and
hereinafter,
the
“Corporation”)
and
to
advisors
and
consultants
of
the
Corporation
(collectively, the
“Restricted Persons”).
Overview
The Policy Statement explains
your obligations under the
law and the Corporation’s
policies. Every Restricted Person
should read this
Policy Statement
carefully and comply
with it at
all times. In
the course of
your employment
or association
with the Corporation
as a
Restricted
Person,
you
are
likely
to
use
or
have
access
to
information
about
the
Corporation
and
the
companies
with
which
the
Corporation
engages
in
transactions
or
does
business
that
is
not
generally
available
to
the
public.
You
have
ethical
and
legal
obligations
to
maintain
the
confidentiality
of
information
about
the
Corporation
and
to
not
transact
in
the
Corporation’s
securities
while in possession
of material
non-public information.
Restricted Persons subject
to this Policy
Statement must not
engage in
illegal
trading and must avoid
the appearance of improper
trading. Each individual is responsible
for making sure that
he, she or they comply
with
this
Policy
Statement,
and
that
any
family
member,
household
member
(collectively,
“Family
Members”)
or
entity
that
you
influence or control (“Related
Entity”) whose transactions are
subject to this Policy Statement
also comply with this Policy
Statement.
In all cases, the responsibility for
determining whether an individual
is in possession of material non-public information
rests with that
individual,
and
any
action
on
the
part
of
the
Corporation,
the
Corporation’s
General
Counsel
or
any
other
employee
or
director
pursuant
to
this Policy
Statement
(or
otherwise)
does
not in
any
way
constitute
legal
advice
or
insulate
an
individual
from
liability
under
applicable
securities
laws.
You
could
be
subject
to
severe
legal
penalties
and
disciplinary
action
by
the
Corporation
for
any
conduct prohibited by this Policy Statement or applicable securities laws.
This
Policy
Statement
applies
to
transactions
in
the
Corporation’s
securities
(collectively
referred
herein
as
the
“Corporation’s
securities”),
including
the
Corporation’s
common
stock,
options
to
purchase
common
stock,
preferred
stock
or
any
other
type
of
securities that the Corporation may issue, from time to time, including
(but not limited to) convertible debentures and warrants, as well
as
derivative
securities
that
are
not
issued
by
the
Corporation,
such
as
exchange-traded
put
or
call
options
or
swaps
relating
to
the
Corporation’s securities.
1
For the avoidance of doubt, “Family Members” includes family
members who reside with you (including a spouse, a child,
a child away at college, stepchildren,
grandchildren, parents, stepparents, grandparents, siblings and
in-laws), anyone else who lives in your household,
and any family members who do not live in your
household but whose transactions in the Corporation’s securities are directed by you
or are subject to your influence or control, such as parents
or children who consult
with you before they trade in the Corporation’s securities.
2
2
I.
PROHIBITED ACTIVITY
You
may not trade
in the Corporation’s
securities (or in
the securities of
any other
corporation, such as
a customer,
supplier, possible
acquisition target,
or competitor,
with which
the Corporation
does business)
when you
are aware
of material,
non-public information
concerning the Corporation
(or such other corporation).
This Policy Statement applies both
to purchases of securities
(to make a profit
based
on
good
news)
and
sales
and
gifts
of
securities
(to
avoid
a
loss
based
on
bad
news),
regardless
of
how
or
from
whom
the
material non-public
information has been
obtained. You
also may not
convey to any
other person (“tip”)
inside information
regarding
the
Corporation
(or
other
corporations
with
which
the
Corporation
has
business
dealings,
such
as
customers,
suppliers,
possible
acquisition or sale targets,
or competitors) or recommend
that others engage in transactions in
the Corporation’s
securities while in the
possession of material non-public information.
For purposes of this Policy Statement, references to “trade,” “trading”
or “transactions” include, among other things:
●
any
purchases and
sales of
the Corporation’s
securities or
derivatives
of the
Corporation’s
securities and
any short
sales of
the Corporation’s securities;
●
sales of the Corporation’s securities obtained
through the exercise of employee stock options granted by the Corporation;
●
gifts of the Corporation’s securities (including
charitable donations);
●
pledges of the Corporation’s
securities to secure a loan; and
●
purchases, if
permitted by
the Corporation,
of financial
instruments that
are designed
to hedge
or offset
any decrease
in the
market value of the Corporation’s
securities.
Notwithstanding the
foregoing, Section
16 Persons
(as defined
below) are
prohibited at
all times
from engaging
in short
sales of
the
Corporation’s
securities,
pledges
of
the
Corporation’s
securities
to
secure
a
loan,
and
purchases
of
financial
instruments
that
are
designed to hedge or offset any decrease in the market value of
the Corporation’s securities.
Additionally,
you may
not make
elections to
participate in
or make
changes in
such elections
relating to
employee benefit
plans that
involve the
purchase or
sale of
the Corporation’s
securities (collectively,
“Benefit Plans”)
while in
possession of
material non-public
information regarding the Corporation.
For purposes of this Policy Statement, “you” shall mean
each employee, officer, director,
and advisor or consultant of the Corporation,
as
well
as
any
Family
Member
or
Related
Entity
of
such
employee,
officer,
director,
or
advisor
or
consultant.
In
addition,
to
help
prevent
inadvertent
violations
of
the
federal
securities
laws
and
to
avoid
even
the
appearance
of
trading
on
the
basis
of
inside
information,
the
Corporation
has
designated
certain
employees
(collectively,
the
“Designated
Employees”)
to
whom
this
Policy
Statement imposes additional trading restrictions. The Corporation
will notify you if you are a Designated Employee.
If
a
person
ceases
to
be
a
Restricted
Person
at
a
time
when
he
or
she
is
aware
of
material
non-public
information
concerning
the
Corporation, the prohibition
on trading in the Corporation’s
securities in this Section I
shall continue to apply
to such person until that
information has become public or is no longer material.
Finally,
it
is
also
the
policy
of
the
Corporation
that
the
Corporation
will
not
engage
in
transactions
in
the
Corporation’s
securities
while aware of material non-public information relating to the Corporation
or the Corporation’s securities.
II.
MATERIAL NON-PUBLIC
INFORMATION
A.
What is Inside (or Non-Public) Information?
“Inside”
or
“non-public”
information
is
confidential
information
about
the
Corporation
(or
any
other
entity
with
which
the
Corporation has business
dealings, such as
a customer,
supplier, possible
acquisition or sale
target, or competitor)
that is not available
to
the
public
and
which
the
investing
public
has
not
yet
had
time
to
absorb
and
evaluate.
Generally
speaking,
information
is
considered
to
have
been
made
available
to
the
public
one
full
Trading
Day
after
it
has
been
disclosed
by
the
Corporation
or
authorized
third
parties
in
a
press
release
or
other
public
disclosure,
including
any
filing
made
with
the
Securities
and
Exchange
2
The term “Trading Day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading, and
a “Trading Day” begins at the time trading begins
and ends at the close of regular market hours.
3
Commission (the “SEC”). In other words, there
is a presumption that the public needs one full
Trading Day to receive and absorb
such
information.
B.
What is Material Information?
“Material” information
is: (i)
any information
that a
reasonable investor
would likely
consider important
in deciding
whether to
buy,
sell, or
hold the
Corporation’s
securities; or
(ii) any
information that
might affect
the market
or price
for the
Corporation’s
securities
(whether positive or negative).
While it is not
possible to identify in
advance all of the
information that will be
deemed to be material,
some illustrations of information that may be deemed material include
the following:
●
the negotiation of a merger or acquisition involving
the Corporation;
●
information
regarding
the
Corporation’s
revenues
or
earnings,
including
projections
of
future
earnings
or
losses
or
changes to previously announced earnings guidance, or the decision to suspend
earnings guidance;
●
possible regulatory action or major litigation concerning the Corporation;
●
various
matters
affecting
the
Corporation’s
securities
(e.g.,
defaults
on
senior
securities,
calls
of
securities
for
redemption, repurchase plans, stock
splits or changes in dividends,
changes to the rights of security
holders, a repurchase
program, or public or private sales of additional securities of the Corporation);
●
the
consideration
of
a
tender
offer
by
the
Corporation
for
another
Corporation’s
securities
or
by
a
third
party
for
the
Corporation’s securities;
●
the consideration of major management or director changes or changes in
control;
●
the
occurrence
of
material
cybersecurity
incidents,
intentional
or
otherwise,
or
disruptions
in
the
Corporation’s
information
technology
systems,
as
well
as
the
Corporation’s
remediation
efforts
in
connection
with
material
cybersecurity incidents or disruptions in information technology
systems;
●
major new products or
marketing changes or developments
regarding customers or
suppliers (e.g., the acquisition
or loss
of a contract);
●
bankruptcies or receiverships;
●
a change
in auditors
or a
notification
from an
auditor that
the Corporation
may no
longer rely
on the
auditor’s
results;
and/or
●
The
imposition
of
an
event-specific
restriction
on
trading
in
the
Corporation’s
securities
or
the
securities
of
another
entity or the extension or termination of such restriction.
It can sometimes be difficult to know whether
information would be considered “material.”
The determination of whether information
is material
is almost
always clearer
after the
fact, when
the effect
of that
information on
the market
can be
quantified. Although
you
may have information about
the Corporation that you
do not consider to be
material, federal regulators
and others may conclude
(with
the benefit of hindsight)
that such information was
material. If you are
unsure whether information of
which you are aware
is material
or non-public, you
should consult with the
Corporation’s
General Counsel. When doubt
exists, the information should
be presumed to
be material and you should not engage in transactions in the Corporation’s
securities.
C.
What are the Reasons for Maintaining Confidentiality?
Before inside
information relating
to the
Corporation or
its business
has been
disclosed to
the general
public, it
must be
kept in
strict
confidence.
Such information
should be
discussed only
with persons
who are
employed by
or represent
the Corporation
who have
a
“need to
know” and should
be confined to
as small a
group as possible.
The utmost
care and circumspection
must be exercised
at all
times.
Therefore,
conversations
in
public
places,
such
as
elevators,
restaurants,
and
airplanes,
as
well
as
conversations
on
mobile
phones, should
be limited
to matters
that do
not involve
information of
a sensitive
or confidential
nature. In
addition, you
should not
transmit confidential information through the Internet or any e-mail system that
is not secure.
4
The
Corporation
has
ethical
and
legal
responsibilities
to
maintain
the
confidence
of
its
stockholders
and
of
the
public
securities
markets generally,
to protect
as valuable
assets confidential
information developed
by or
entrusted to
the Corporation,
and to
ensure
that Restricted
Persons do
not derive
improper benefits
through the
misuse of
Corporation assets.
Although
the Corporation
respects
the
right
of
each
Restricted
Person
to
engage
in
investment
activities
and
encourages
Restricted
Persons
to
become
and
remain
stockholders of the Corporation,
it is important that such
activities avoid any appearance
of impropriety and remain
in full compliance
with the law.
As discussed
further in
Section IV,
to avoid
improper conduct,
or the
appearance of
impropriety,
Section 16
Persons and
Designated
Employees
will
be
prohibited
by
the
Corporation
from
buying
or
selling
the
Corporation’s
securities
during
times
when
the
Corporation is most likely to have material, non-public information
because these persons generally have access to a range of
financial
and other sensitive information
about the Corporation. Finally,
as and when circumstances
require, the Corporation’s
General Counsel
will
implement
additional
restrictions
on
those
Section
16
Persons
and
Designated
Employees
who
are
asked
to
work
on
sensitive
projects or transactions, or who gain access to material, non-public information
in connection with a specific project or transaction.
Your
failure to maintain the confidentiality
of material, non-public information
about the Corporation could damage
the Corporation’s
reputation and
greatly harm
the Corporation’s
ability to
conduct and
grow its
business. Additionally,
you could
be fired
or subject
to
other disciplinary actions for disclosing or trading on inside information
about the Corporation. In addition, as discussed in Section VI,
you and the Corporation also could be exposed to significant civil penalties and
criminal charges.
III.
PERMITTED TRANSACTIONS
The prohibitions of this Policy Statement do not apply to the following
transactions:
A.
Transactions Between Restricted
Persons and the Corporation
●
This
Policy
Statement
does
not
apply
to
the
exercise
of
stock options
granted
under
the Corporation’s
incentive
plans
through
payment
of
the
exercise
price
with
cash
(i.e.,
without
Corporation’s
securities
being
sold
into
the
market).
However,
the
subsequent
sale
of
the
Corporation’s
securities
(including
sales
of
stock
in
a
broker-assisted
cashless
exercise) acquired upon the exercise of stock options is subject to all provisions
of this Policy Statement.
●
This Policy
Statement does
not apply
to the
granting or
vesting of
any equity-based
award, including
restricted stock
or
performance shares or
the vesting and delivery
of shares of stock
underlying restricted stock
units. The Policy
Statement
does
apply,
however,
to
any
market
sale
of
shares
of
Corporation
securities
upon
the
vesting
of
restricted
stock
or
performance shares or the vesting and delivery of shares of stock underlying restricted
stock units.
●
This
Policy
Statement
does
not
apply
to
the
withholding
or
surrender
of
Corporation
securities
to
the
Corporation
to
satisfy
tax
withholding
obligations
arising
from
the
exercise
of
stock
options,
the
vesting
of
restricted
stock,
or
the
vesting and delivery of shares of stock underlying restricted stock units.
●
The
Policy
Statement’s
trading
restrictions
generally
do
not
apply
to
acquisitions
of
Corporation
securities
under
any
Benefit Plan pursuant
to the affected
Restricted Person’s
advance election made
while not in possession
of material non-
public information.
The Policy
Statement’s
trading restrictions
do apply,
however,
to (i)
your initial
election to
acquire
the Corporation’s
securities pursuant
to a
Benefit Plan,
(ii) any
increase or
decrease in
the amount
of the
Corporation’s
securities that
you
acquire
through a
Benefit Plan,
(iii) any
discretionary
change as
to the
Corporation’s
securities you
hold through a Benefit Plan and (iv) the sale of Corporation securities acquired
under a Benefit Plan.
B.
Rule 10b5-1 Affirmative Defense
Rule 10b5-1 under
the Securities Exchange
Act of 1934,
as amended (the
“Exchange Act”) provides
a defense against
insider trading
liability for
trades that
are made
pursuant to
a preexisting
arrangement regarding
the purchase
or sale
of the
Corporation’s
securities
that meets
the requirements
of Rule
10b5-1 (a
“Trading
Plan”). Purchases
or sales
of the
Corporation’s
securities made
pursuant
to,
and
in
compliance
with,
a
written
Trading
Plan
may
be
made
without
restriction
to
any
particular
period
and
without
further
pre-
clearance at the time of the transaction, provided that:
●
The
Trading
Plan
specifies
the
timing,
prices,
and
amounts
of
the
contemplated
trades,
establishes
a
formula
or
algorithm,
or
computer
program,
for
determining
which
dates,
prices,
and
amounts,
or
grants
a
broker
sole
discretion
with respect to these terms;
5
●
The
Trading
Plan
was
adopted,
amended,
modified,
replaced,
or
terminated
in
good
faith,
in
compliance
with
all
the
requirements
of
Rule
10b5-1,
at
a
time
when
such
person
was
not
in
possession
of
material,
non-public
information
about the Corporation or during a trading window;
●
For Section
16 Persons
only,
the Trading
Plan includes
a representation
certifying that,
at the
time the
Trading
Plan is
adopted
or
modified,
such
person
(i)
is
not
aware
of
material,
non-public
information
about
the
Corporation
or
its
securities, and
(ii) is
adopting or
modifying the
Trading
Plan in
good faith
and not
as part of
a plan
or scheme
to evade
the prohibitions of Rule 10b5-1;and
●
For
Section
16
Persons,
the
Trading
Plan
was
notified
in
advance
to
the
Corporation’s
General
Counsel
prior
to
its
adoption, amendment, modification, replacement or termination.
With respect
to Section 16
Persons, no trade
pursuant to the
Trading
Plan may be
made until the
later of (i)
ninety (90) days
after the
date
of
the
adoption,
amendment,
modification
or
replacement
of
the
Trading
Plan
and
(ii)
two
(2)
business
days
following
the
Corporation’s
disclosure of
its financial
results for
the fiscal
quarter in
which the
Trading
Plan was
adopted,
amended, modified,
or
replaced in an
Annual Report on
Form 10-K or
a Quarterly Report
on Form 10-Q
(the “Cooling-Off
Period”); provided, however,
the
Cooling-Off Period
shall not exceed
one hundred twenty
(120) days following
the adoption, amendment,
modification or replacement
of the Trading
Plan. With respect
to Restricted Persons
that are not Section 16
Persons, no trades pursuant
to the Trading
Plan may be
made until thirty (30) days after the date of the adoption, amendment, modification,
or replacement of the Trading Plan.
Restricted
Persons
may
not
have
outstanding
and
may
not
subsequently
enter
into
multiple,
overlapping
Trading
Plans
that
would
qualify for
the affirmative
defense under
Rule 10b5-1
for purchases
or sales
of any
class of securities
of the
Corporation on
the open
market
during
the
same
period,
subject
to
certain
exceptions.
Additionally,
during
any
consecutive
twelve
(12)
month
period,
Restricted Persons may
participate in
and rely upon
no more than
one (1) “single-trade”
Trading
Plan (i.e., a
trading plan designed
to
effect
the
open-market
purchase
or
sale
of
all
of
the
securities
covered
by
such
plan
in
a
single
transaction),
subject
to
certain
exceptions.
Among other
disclosure obligations
regarding Trading
Plans, Forms
4 and
5, which
are required
to be
filed with
the SEC
by Section
16 Persons,
include a
checkbox requiring
filers to
indicate whether
a reported
transaction was made
pursuant to
a trading
plan that
is
intended to
satisfy the affirmative
defense conditions
of Rule 10b5
-1. Any Restricted
Person that
enters into a
Trading Plan
agrees to
promptly
provide
to the
Corporation
upon request
any
information
relating
to the
Trading
Plan that
would
assist the
Corporation
in
timely satisfying
its disclosure
obligations
in connection
with filings
on Form
3, 4
and 5,
Quarterly Reports
on Form
10-Q,
Annual
Reports on Form 10-K, proxy statements, and other SEC filings.
IV.
TRADING WINDOWS
Assuming
that
you
are
not
aware
of
material
inside
information
concerning
the
Corporation,
if
you
are
a
member
of
the
Board
or
designated
as an
“officer”
of the
Corporation
pursuant
to
Section 16
of
the
Exchange
Act
(collectively,
“Section
16 Persons”)
or
a
Designated Employee,
you may
trade in
the Corporation’s
securities only
(i) during
the period
beginning one
full Trading
Day after
the public release
of the Corporation’s
quarterly and annual
earnings and
ending on the
16th day of
the last month
of the then-current
fiscal quarter (the “trading
window”), and (ii) after you
have obtained prior approval from
the Corporation’s
General Counsel for such
transaction.
A
request
for
prior
approval
should
be
submitted
to
the
General
Counsel
at
least
one
Trading
Day
in
advance
of
the
proposed transaction.
Assuming
that
you
do
not
possess
material
inside
information
concerning
the
Corporation,
if
you
are
a
Section
16
Person
or
a
Designated
Employee,
you
may
make
an
election
to
acquire
the
Corporation’s
securities
pursuant
to
a
Benefit
Plan,
increase
or
decrease the amount of
the Corporation’s
securities that you acquire through
such a Benefit Plan, or
make a discretionary change
as to
the
Corporation’s
securities
you
hold
through
any
such
Benefit
Plan
only
(i)
during
the
trading
window;
and
(ii)
after
you
have
obtained
prior
approval
from
the
Corporation’s
General
Counsel
for
any
such
transaction.
A
request
for
prior
approval
should
be
submitted to the General Counsel at least one Trading
Day in advance of the proposed transaction.
6
V.
SECTION 16, Regulation BTR and Rule 144
Section 16
Persons are
subject to
special reporting
requirements and
trading restrictions
pursuant to
Section 16
of the
Exchange Act
that do not depend upon
whether you are in possession
of material non-public information.
For example, Section 16 Persons
must file
a
report
with
the
SEC
by
the
end
of
the
second
business
day
following
the
day
on
which
they
purchase
or
sell
certain
of
the
Corporation’s
securities. The
Corporation
will assist
Section
16 Persons
in meeting
their filing
requirements. However,
the ultimate
responsibility,
and liability,
for timely
filing remains
with the
Section 16
Person. In
order to
make a
timely filing,
it is
necessary that
Section 16 Persons provide advance
notice of any transaction in the
Corporation’s securities
to the Corporation’s
General Counsel and
that
the
terms
of
the
transaction,
including
whether
such
transaction
was
conducted
pursuant
to
a
Trading
Plan,
be
reported
to
the
Corporation’s General Counsel by
such Section 16 Person or his or her broker within one Trading
Day of the transaction.
Pursuant
to
Regulation
BTR,
Section
16
Persons
are
also
prohibited
from
trading
in
the
Corporation’s
equity
securities
during
a
pension plan
blackout period,
which is
a three-day
or longer
period in
which more
than 50%
of the
participants in
the Corporation’s
benefit
plans
are
prevented
from
selling
or
transferring
their
interest
in
the
Corporation’s
securities
held
in
that
plan.
The
trading
prohibition
of Regulation
BTR only
applies to
securities that
were or
are acquired
by the
Section 16
Person
in connection
with
the
Section 16
Person’s
employment with
the Corporation
or service
on the
Board. The
Corporation will
notify the
Section 16
Person in
advance
of
a
covered
blackout.
If
a
Section
16
Person
trades
during
that
blackout,
he
or
she
would
violate
Regulation
BTR
and
subject himself
or herself
to a
potential private
action to
recover any
profit gained
or loss
avoided as
a result
of not
waiting to
trade
until the close of the blackout period.
Trades made pursuant to a Trading
Plan are exempt from Regulation BTR.
In certain
situations, Section
16 Persons
also are
required
to file
a Form
144 before
making open
market
sales of
the Corporation’s
securities. A
Form 144
notifies the
SEC of
the Section
16 Person’s
intent to
sell the
Corporation’s
securities. Form
144 is
generally
filled out
and filed
by the
Section 16
Person’s
brokerage firm
in accordance
with existing
rules regarding
Form 144
filings and
is in
addition to required
reports under Section
16 of the
Exchange Act. If
you are a
Section 16 Person,
you must instruct
your broker who
handles trades
in the
Corporation’s
securities to
follow the
brokerage
firm’s
Rule 144
compliance procedures
in connection
with all
trades.
Section 16
Persons may
only transact
in the
Corporation’s
securities six
(6) months
after their
most recent
opposing purchase
or sale
of the Corporation’s securities,
unless such trade is exempt. In addition to obtaining pre-approval,
a Section 16 Person (or their broker)
must
also
report
each
transaction
in
the
Corporation’s
securities
to
the
Corporation’s
General
Counsel
no
later
than
the
first
full
business day
after such
transaction is
executed.
Section 16
Persons may
not trade
the Corporation’s
securities during
a pension
plan
blackout. The Corporation will notify the Section 16 Person in advance of an anticipated
blackout period.
VI.
PENALTIES
Trading
on inside
information is
a crime.
Punishment for
insider trading
violations
is severe
and could
include significant
fines
and
imprisonment. In addition,
the SEC may seek
the imposition of
a civil penalty
of up to three
times the profits
made, or losses
avoided
from
trading
on
inside
information.
Those
who
trade
on
inside
information
also
must
return
any
profits
made,
and
they
are
often
subject to
an injunction
against future
violations.
Finally,
under some
circumstances, people
who trade
based on
inside information
may be subjected to civil liability in private lawsuits.
Employers
and
other
controlling
persons
(including
supervisory
personnel)
are
also
at
risk
for
punishment
under
federal
law
for
insider trading violations and if they recklessly fail to take preventive steps to control
insider trading.
The
SEC,
the
Department
of
Justice,
the
national
securities
exchanges,
and
the
Financial
Industry
Regulatory
Authority
have
committed
large
staffs,
computer
investigative
techniques,
and
other
resources
to
the
detection
and
prosecution
of
insider
trading
cases. Criminal prosecution and the imposition of fines and/or imprisonment
is commonplace.
For
all
of
these
reasons,
both
you
and
the
Corporation
have
a
significant
interest
in
ensuring
that
insider
trading
is
scrupulously
avoided.
VII.
CERTIFICATION
Upon
receipt
of
the
Policy
Statement,
as
it relates
to
Section
16
Persons
or
Designated
Employees,
you
must
attest
to
the
attached
Certification,
either via
email correspondence
or by
completing
the Certification,
stating that
you received
the Corporation’s
Policy
Statement
regarding
insider
trading
and
the
preservation
of
the
confidentiality
of
material
non-public
information
and
related
procedures,
and
you
agree
to comply
with
it.
Please note
that
you
are
bound
by
the
Policy Statement
whether
or
not you
sign
the
Certification. On an annual basis, Section
16 Persons and Designated Employees
will be required to confirm your compliance
with the
Policy Statement by attesting and certifying with the statements included
in the attached Certification.
7
VIII.
EFFECTIVITY OF POLICY AND POLICY AMENDMENT
1.
This Policy Statement
has been approved
by the Board
and supersedes the
former Insider Trading
Policy previously adopted
by the Board.
2.
This Policy
Statement will
be administered
and interpreted
by the
Corporate Governance
and Nominating
Committee of
the
Board, which shall
have the discretion
to submit for
approval by the
Board any amendments
or modifications, in
whole or in
part.
8
FIRST BANCORP.
POLICY STATEMENT
CERTIFICATION
I hereby certify that I:
a.
have
read
and
understand
the
Policy
Statement
on
Inside
Information
and
Insider
Trading
and
related
procedures, a copy of which was distributed with this certificate;
b.
understand that
if I fail
to comply with
the policy
and procedures
set forth in
the Policy Statement,
I could
be subject to the penalties described in Section II-D of the Policy Statement,
as well as disciplinary action;
c.
have complied with the foregoing policy and procedures;
d.
will continue to comply with the policy and procedures set forth in the Policy Statement;
e.
will
request
prior
approval
of
all
proposed
trades
in
the
Corporation’s
securities,
including
sales,
acquisitions,
and
gifts
of
the
Corporation’s
securities,
if
I
am
a
Section
16
Person
or
a
Designated
Employee, each
as defined
in this
Policy Statement,
unless not
required pursuant
to this
Policy Statement;
and
f.
will
report
all
transactions
in
the
Corporation’s
securities
if
I
am
a
Section
16
Person,
as
defined
in
the
Policy Statement.
Signature: ________________________________
Name: ___________________________________
(please print)
Department or Title: ________________________
Date: ____________________________________