Code of Ethics Policy

I. INTRODUCTION

The Code of Ethics and Business Conduct Policy is applicable to all Employees, Officers and Directors of Bank of Virginia. All aspects of our business must be based on the highest ethical standards. We all must take responsibility for our own actions and conduct.

Bank of Virginia is committed to maintaining its operations in a legal and ethical manner. The Bank’s internal controls, policies, and procedures are intended to prevent, deter, and detect improper activities or inappropriate conduct. However, controls and procedures do not provide absolute safeguards against irregularities or illegal acts. This commitment is supported by the Board of Directors to ensure that Bank of Virginia Employees, Officers and Directors demonstrate honest and ethical standards in their performance of daily business.

The Code of Ethics and Business Conduct Policy is intended to promote the standards as defined by the Sarbanes-Oxley Act of 2002, which include:

  • Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
  • Full, fair, accurate, timely, and understandable disclosure in periodic reports required to be filed by the Bank.
  • Compliance with applicable governmental rules and regulations.

II. POLICY

It is the policy of Bank of Virginia, to expect the highest standards of legal and ethical behavior from Employees, Officers and Directors in all business dealings. All bank business shall be conducted in strict observance of both the letter and the spirit of all applicable laws. Even the appearance of legal or ethical impropriety must be avoided.

III. MISSION STATEMENT

To exceed the expectations of every customer, every time.

IV. VISION STATEMENT

To bring a balance between shareholders, customers and employees by:

Hiring the best people,

Investing in our people, and Empowering our people.

Which in turn provides a maximum return to our shareholders and customers.

V. CORE VALUES

Exceed Expectations
We are dedicated to exceeding our customers and team members expectations by always being trustworthy and honoring our commitments to them.

Financial Strength & Stability
Our shareholders are the recipients of our success. We are fiscally responsible and committed to delivering value for our investors.

Community Involvement
We are caring neighbors and strive to help and improve the communities in which we are located.

Excellence through Teamwork
We take care of our customers and our team members. We empower our employees and establish a learning environment that promotes growth.

Build Trust and Credibility
The success of our Bank is dependent on the trust and confidence we earn from our employees, customers and shareholders. We gain credibility by adhering to our commitments, displaying honesty and integrity and reaching company goals solely through honorable conduct. It is easy to say what we must do, but the proof is in our actions. Ultimately, we will be judged on what we do.

When considering any action, it is wise to ask: a.) Will this build trust and credibility for Bank of Virginia? b.) Will it help create a working environment in which Bank of Virginia can succeed over the long term? c.) Is the commitment I am making one I can follow through with? The only way we will maximize trust and credibility is by answering “yes” to those questions and b y working every day to build our trust and credibility.

Respect for the Individual
We all deserve to work in an environment where we are treated with dignity and respect. Bank of Virginia is committed to creating such an environment because it brings out the full potential in each employee, which, in turn, contributes directly to our business success.

Create a Culture of Open and Honest Communication
At Bank of Virginia everyone should feel comfortable to speak his/her mind, particularly with respect to ethics concerns. Managers have a responsibility to create an open and supportive environment where Employees and Officers feel comfortable raising such questions. We all benefit tremendously when Employees and Officers exercise their power to prevent mistakes or wrongdoing by asking the right questions at the right times.

Employees and Officers are encouraged, to address issues with their managers, as most problems can be resolved swiftly. If for any reason an Employee or Officer is uncomfortable raising issues with their Manager, Executive Management or the SVP Ops (Human Resources Officer) operates with an open-door policy.

Bank of Virginia will investigate all reported instances of questionable or unethical behavior. In every instance where improper behavior is found to have occurred, the Bank will take appropriate action. We will not tolerate retaliation against Employees or Officers who raise genuine ethic concerns in good faith. The reporting guidelines are outlined in the Bank’s “Whistleblower Policy.”

Set Tone at the Top
Management has the added responsibility for demonstrating, through their actions, the importance of this Policy. In any business, ethical behavior does not simply happen; it is the product of clear and direct communication of behavioral expectations, modeled from the top and demonstrated by example. Again, ultimately, our actions are what matters.

To make our Code of Ethics and Business Conduct Policy work, Managers must be responsible for promptly addressing ethical questions or concerns raised by Employees or Officers and for taking the appropriate steps to deal with such issues. Managers should not consider Employee or Officer’s ethics concerns as threats or challenges to their authority, but rather as another encouraged form of business communication. At Bank of Virginia, we want the ethics dialogue to become a natural part of daily work.

Uphold the Law
Bank of Virginia’s commitment to integrity begins with complying with laws, rules and regulations where we do business. Further, each of us must have an understanding of the company policies, laws, rules and regulations that apply to their specific roles. If we are unsure of whether a contemplated action is permitted by law or Bank of Virginia policy, we should seek the advice from the resource expert. We are responsible for preventing violations of law and for speaking up if we see possible violations.

The Board of Directors will ensure that Bank management is cognizant of all applicable laws and regulations. Further, the Board of Directors will make certain that compliance with all laws and regulations receive a high priority and that violations are not knowingly committed by Bank Employees or Officers.

Promote Substance over Form
At times, we are all faced with decisions we would rather not have to make and issues we would prefer to avoid. Sometimes, we hope that if we avoid confronting a problem, it will simply go away. At Bank of Virginia, we must have the courage to tackle the tough decisions and make difficult choices; secure in the knowledge that Bank of Virginia is committed to doing the right thing.

Although Bank of Virginia’s guiding principles cannot address every issue or provide answers to every dilemma, they can define the spirit in which we intend to do business and should guide us in our daily conduct.

VI. CONFIDENTIAL AND PROPRIETARY INFORMATION

In accordance with the Gramm-Leach-Bliley Act (GLBA) of 1999, financial institutions are required to have administrative, technical and physical safeguards for sensitive customer information.

Integral to Bank of Virginia’s business success is our protection of confidential company information, as well as nonpublic information entrusted to us by Employees, Officers, customers and other business partners. We will not disclose confidential and nonpublic information without a valid business purpose and proper authorization.

Employees, Officers and Directors are required to comply with the provisions of Federal and State law regarding the maintenance and disclosure of certain customer information. For example, reporting specified currency and other funds transactions under the Bank Secrecy Act is mandatory. Except for the requirements of such legal mandates, confident ial information pertaining to any of the Bank’s customers, prospective customers, products or procedures must be handled in a secure manner and may not be revealed to any persons outside the Bank except by court order, nor used in any manner for personal gain. Further, under no circumstances may an Employee, Officer or Director obtain or knowingly assist others to obtain unauthorized confidential information about any individual, nor perform any unauthorized computer function or knowingly provide inaccurate, misleading, altered or incomplete information regarding any account or document.

Confidential information acquired through the course of employment about the Bank, its’ customers and suppliers are to be used solely for Bank purposes and not as a basis for furthering a private interest or as a means of personal gain.

An Employee, Officer or Director may not seek, gain access to, nor disclose confidential information of Bank customers, Employees or Officers for any unauthorized purpose. This includes credit information, account data and any other confidential information possessed by the Bank. Disclosure of such information to other Bank personnel should be kept to a minimum on a need-to-know basis.

Financial information regarding the Bank must not be released to any person unless it has been published in reports to shareholders, or otherwise made available to the public in agreement with applicable disclosure regulations currently in effect. Any questions regarding disclosure of confidential financial information must be reviewed with and approved by a member of Executive Management prior to disclosure.

Insider Trading
Bank of Virginia has an Insider Trading and Disclosure Policy that addresses general rules for Bank Employees, Officers and Directors to understand and follow. A copy of this Policy is available on the Bank Intranet (or in paper form upon request) and should be carefully reviewed. Questions or clarification regarding any aspect of this Policy should be directed to the Chief Financial Officer who is the designated Insider Trading Compliance Officer.

Public Disclosures
Occasionally, Employees or Officers may be involved in the preparation of reports and documents that Bank of Virginia files with the Securities and Exchange Commission (SEC) or that is otherwise publicly communicated to other governmental entities, customers, shareholders or the general public. When this occurs, Employees and Officers have a responsibility to assure the full, fair, accurate, timely and understandable disclosure of information in all such reports, documents and communications. Depending on the Employee or Officer’s position with Bank of Virginia, they may be called upon to provide necessary information to assure that Bank of Virginia reports, documents and communications meet these standards. Employees and Officers are expected to take this responsibility seriously and provide prompt, accurate answers to any inquiries related to these reports, documents and communications.

Record Keeping and Internal Controls
We create, retain and dispose of Bank records as part of our normal course of business in compliance with all Bank of Virginia policies and guidelines, as well as all regulatory and legal requirements.

The Bank has established internal control standards and procedures to ensure that assets are protected and properly used and that financial records and reports are accurate and reliable. All Employees, Officers and Directors share the responsibility for maintaining and complying with required internal controls. Absolute integrity and honesty is required in all statements to Bank officials and on entries to Bank records.

All Bank records must be true, accurate and complete, and Bank data must be promptly and accurately entered and recorded in accordan ce with Bank of Virginia’s policies, applicable accounting principles and in accordance with federal and state laws. Documents should never be altered or destroyed in anticipation of an internal or external audit or in response for such documents by any government or regulatory agency or court of law or law enforcement authority.

Dealing with Auditors, Examiners and Legal Counsel
All Employees, Officers and Directors are expected to cooperate fully and must respond honestly and candidly when dealing with the Bank’s independent and internal auditors, regulatory examiners, attorneys, and any other contractor or advisor engaged by the Bank. They must not improperly influence, manipulate, mislead or interfere with any auditor, engaged to perform an internal independent audit of Bank of Virginia records, processes or internal controls.

Media Inquiries
Bank of Virginia is a high-profile company within our communities, and from time to time, Employees or Officers may be approached by reporters and other members of the media. In order to ensure that we speak with one voice and provide accurate information about the Bank, we should direct all media inquiries to the CEO or President. No one may issue a press release without first consulting with the CEO or President.

Additionally, all information regarding current or former Employees and Officers is confidential. Requests for employment information should always be referred to the SVP Ops (Human Resources Officer).

Reporting
Sarbanes-Oxley Act prohibits publicly traded companies from taking any adverse employment action against an Employee or Officer because of his/her protected whistle-blowing activities. Protected are Employees and Officers who raise allegations of fraud to a federal agency, a member of Congress, any person with supervisory authority over the employee or any other person working for the company who has the authority to investigate, discover or terminate misconduct. Employees and Officers are protected by the act if they “reasonably believe” they know of conduct that involves violation of federal securities laws, the rules or regulations of the Securities and Exchange Commission, or any provision of federal law relating to fraud against shareholders. The employee is protected even if the allegations prove to be incorrect or unsubstantiated. The reporting guidelines are outlined in the Bank’s “Whistleblower Policy.”

Suspected or actual violations of the Code of Ethics may be anonymously reported by Employees or Officers, and except as may otherwise be required by law or regulation, Bank of Virginia will endeavor in good faith to protect the Employee or Officer’s anonymity. As an Employee or Officer of Bank of Virginia you can be assured that no retaliation, discrimination or harassment against you of any kind will be tolerated for your compliance with the Code of Ethics.

As an Employee or Officer of Bank of Virginia if you are uncomfortable in reporting an alleged violation to your manager or if you believe the issue has not been properly addressed, you should promptly report your concern to either a member of Executive Management, the SVP Ops (Human Resources Officer), or the Chairman of the Audit Committee.

VII. USE OF COMPANY RESOURCES

Company resources, including time, material, equipment and information, are provided for company business use. Nonetheless, occasional personal use is permissible as long as it does not affect job performance or cause a disruption to the workplace.

Employees and Officers are trusted to behave responsibly and use good judgment to conserve company resources. Managers are responsible for the resources assigned to their departments and are empowered to resolve issues concerning their proper use.

Generally, we will not use company equipment such as computers, copiers and fax machines in the conduct of an outside business or in support of any religious, political or other outside daily activity, except for company-requested support to nonprofit organizations. In order to protect the interests of the Bank of Virginia and our fellow Employees and Officers, Bank of Virginia reserves the right to monitor or review all data and information contained on an Employee or Officer’s company -issued computer or electronic device, the use of the Internet or Bank of Virginia’s Intranet. We will not tolerate the use of company resources to create, access, store, print, solicit or send any materials that are harassing, threatening, abusive, sexually explicit or otherwise offensive or inappropriate.

VIII. CONFLICTS OF INTEREST

Employees, Officers and Directors must avoid any relationship or activity that might impair, or even appear to impair, their ability to make objective and fair decisions when performing their job responsibilities. At times, Employees, Officers and Directors may be faced with situations where the business actions they take on behalf of Bank of Virginia may conflict with their own personal or family interests, because of the course of action that is best for them personally may not also be the best course of action for the Bank.

A conflict of interest exists whenever an Employee, Officer or Director has a financial interest, direct or indirect, with a customer doing business with the Bank, and in the opinion of the Bank, that interest is of such extent that it might affect his/her judgment or decision on behalf of the Bank. An Employee, Officer or Director shall not represent the Bank in any transaction in which he/she has any material connection or substantial interest. Specifically, a material connection includes the involvement of immediate family members. For the purposes of this policy, immediate family members are defined as spouse, domestic partner, parent, children, sibling, grandparent, parent-in-law, brother and sister-in-law, son and daughter-in-law, niece, nephew, cousin, and any other relative or person living in the same household. Transactions involving close personal friends may also provide potential for such conflict of interest. The definition of the phrase substantial interest includes situations in which the Employee or Officer’s decision/judgment may be influenced by his/her interest in the transaction. Therefore, each different situation may give rise to a different interpretation of this phrase.

Relationships with Customers or Suppliers
As an Employee and Officer of Bank of Virginia we are expected to avoid direct business or other relationships with customers and suppliers that could affect, or appear to affect, our judgment in fulfilling our responsibilities to Bank of Virginia and its customers and shareholders. For example, we must not borrow money from customers, suppliers or other entities with which Bank of Virginia does business, with the exception of public lending institutions. Employees and Officers shall not participate with customers in a business venture without first receiving approval from a member of Executive Management. Directors and Executive Officers must receive approval from the Audit Committee. It is understood that Directors of Bank of Virginia may have business relationships with customers and suppliers through their outside employment and nothing herein is intended to limit such activity so long as the Director does not utilize his/her position with Bank of Virginia in an improper manner.

Unauthorized Transactions
Employees and Officers are not to perform any maintenance or conduct any internal transactions on their own accounts or the accounts of immediate family members. In addition, Employees and Officers are not to perform any maintenance or conduct transactions on accounts for other employees that are unauthorized or in violation of Bank policy.

Loan Transactions
All persons authorized by Bank of Virginia to extend credit shall avoid making loans where other considerations may affect the credit decision process or the Bank’s ability to subsequently employ normal collection practices. Under no circumstances shall a Loan Officer extend credit to a business associate, relative or a close personal friend. Requests from these sources should be referred to another Loan Officer for approval and processing. The Loan Officer with a potential conflict of interest shall in no way vote or attempt to influence the handling of the credit request. The Bank’s Loan Policy may be referenced for additiona l information.

Gifts, Gratuities and Business Courtesies
Employees and Officers should avoid any actions that create a perception that favorable treatment of outside entities by Bank of Virginia was sought, received or given in exchange for personal business courtesies. Business courtesies include gifts, gratuities, meals, refreshments, entertainment or other benefits from persons or companies with whom Bank of Virginia does or may do business. We will neither give nor accept business courtesies that constitute, or could reasonably be perceived as constituting, unfair business inducements that would violate law, regulation or policies of Bank of Virginia or customers, or would cause embarrassment or reflect negatively on Bank of Virginia’s reputation.

Employees and Officers may not solicit or receive a gift, reward, payment or a promise of such actions from a customer or supplier for the purpose of giving or attempting to give preferential treatment to a customer or supplier or in exchange for recommending, influencing or attempting to influence a Bank of Virginia decision or transaction. In addition, Employees and Officers may not solicit or use their position with Bank of Virginia to secure a personal discount or other favorable treatment for themselves or others that is not extended to all Bank of Virginia Employees and Officers.

There are a few instances when a Bank Employee, Officer or Director, without risk of corruption or breach of trust, may accept something of value from someone doing or seeking to do business with the Bank. Examples of these instances are:

  • Gifts, gratuities, amenities or favors from relatives or close, personal friends when the circumstances make it clear that it is that personal relationship, rather than the Bank business, which is the motivating factor.
  • Meals, refreshments, or entertainment, all of reasonable value (to a maximum of fifty dollars-$50.00), in the course of a meeting or other occasion, the purpose of which is bona fide Bank business, provided that the expense would be paid for by the Bank as a reasonable business expense if not paid for by another party.
  • Advertising or promotional material of reasonable value (to a maximum of twenty-five dollars-$25.00) where the benefit is available to the general public, such as pens, pencils, note pads, key chains, calendars and similar items.

Outside Directorships and Business Relationships
Bank of Virginia recognizes the value of leadership skills Employees and Officers gain when they serve as directors or members of outside boards of for-profit and not-for-profit entities. Service on such boards by Employees or Officers, whether they are family related or not, must be reviewed and approved by a member of Executive Management prior to accepting the position. Likewise, new and current Employees and Officers are required to disclose in writing to a member of Executive Management any director or other managerial relationships that they have with any organization that is a client of or affiliated with Bank of Virginia. All such positions must not be with organizations that compete with or have an apparent conflict of interest with Bank of Virginia.

Bribes and Kickbacks
Bank of Virginia business decisions are based on evaluating several factors, including profitability, quality, performance, meeting our customers’ needs, shareholder value, service and reputation. Employees, Officers and Directors should never accept or solicit, directly or indirectly, anything of value from an existing or potential customer, vendor or any other entity or person which does or seeks to do business with Bank of Virginia in exchange for recommending, influencing, or attempting to influence a business decision or transaction. In addition, Employees, Officers and Directors may not give, directly or indirectly, any bribes, kickbacks or similar unlawful or improper remuneration to any person or entity. Further, such items shall not be accepted by Employees, Officers or Directors directly or indirectly, from any person or entity, to obtain or retain business or for any other reason whatsoever.

Personal Affairs
Employees, Officers and Directors have a responsibility to conduct their personal affairs in such a manner which avoids any unfavorable reflection upon the Bank. The conscientious Employee and Officer will use common sense, good ethical standards and discretion as a guide to proper personal conduct.

Background Checks
The Bank will ensure that background checks and credit reports are in compliance with all federal and state statutes, and credit information collected on applicants and employees is consistent with the guidelines set forth by the Fair Credit Reporting Act (FCRA). Title 12, U.S. Code, Section 1829, requires financial institutions to take steps to avoid hiring individuals convicted of a crime involving dishonesty or breach of trust.

Vendors and contractors doing business with the Bank will be prescreened as deemed appropriate when involved with sensitive company information. Refer to the Bank’s Vendor Management Program.

Reporting of Convictions
Employees, Officers and Directors are required to report any criminal matters regardless of whether they involve activities related to Bank of Virginia business, to the CEO, President or the SVP Ops (Human Resources Officer). This also includes criminal matters that arose before or during employment with the Bank.

Outside Employment
An Employee or Officer accepting a second job outside of Bank of Virginia may result in a direct conflict with the business interests of the Bank or interfere with the employee’s job responsibilities at Bank of Virginia. If an Employee or Officer is interested in employment outside of Bank of Virginia, they must submit their request in writing to their Manager. Approval must be obtained from both their Manager and a member of Executive Management prior to commencing employment with another employer. Employees must remember that their commitment to the Bank is their first responsibility.

Except as expressly authorized by a member of Executive Management, Employees and Officers are prohibited from: (1) acting as an officer, director, partner, employee or contractor of any competing business of Bank of Virginia; or (2) selling, trading, distributing or dealing in non-Bank of Virginia related financial, investment or insurance services. Outside employment with respect to Executive Officers requires a written submission of a request and prior approval from the Audit Committee.

Community and Civic Support
Bank of Virginia believes that growth and progress of our Bank depends on the growth and progress of our community. We encourage Employees and Officers to take an active role in civic and community organizations and projects.

An Employee, Officer or Director should not commit the Bank to be a sponsor of any community or civic organization or event, or consent to the use of the Bank’s name or any of it s assets, including facilities, supplies, equipment or personnel, without first consulting with a member of Executive Management.

Solicitations
Employees and Officers will not solicit contributions nor distribute non-work related materials during work hours. To maintain proper order in the workplace, distribution of any literature or other written material within the Bank must have prior approval from a member of Executive Management.

Political Activities
Employees and Officers participating in political activities do so as individuals and not as representatives of the Bank. The Bank’s name may not be used in any manner, nor may political contributions be made in the name of the Bank. No entertainment endeavor may be conducted so as to be construed as a bribe of a public official.

A Director’s participation (or that of his/her Business Affiliates and Immediate Family Members) in political activities is as a private citizen and not as a representative of the Bank. Each Director (including his/her Business Affiliates and Immediate Family Members) is expected to conduct his/her self accordingly and in such a manner as not to give the appearance of corporate sponsorship or endorsement by the Bank. No assets of the Bank may be used by a Director to support any non-company related political activities.

Fiduciary Appointments
A fiduciary appointment is one in which Employees, Officers or Directors serve as an executor, administrator, guardian or trustee for a person, firm or corporation. Such appointments could cause a potential conflict of interest. Except where an immediate family member is involved as defined in the “Conflict of Interest” section, if you wish to accept outside fiduciary or co-fiduciary appointments either with Bank of Virginia or with another bank, person, firm or corporation, and prior to accepting the appointment, employees must submit a written request to a member of Executive Management. Directors and Executive Management must submit such requests to the Audit Committee.

Investments
Employees, Officers, Directors or their immediate family may not have financial interests in any Bank competitor, client, vendor, or supplier where this interest would influence, or appear to influence their actions on behalf of the Bank. It is improper for an Employee, Officer, Director or their immediate family member to invest in a Bank customer’s business unless the interest is acquired through an organized securities exchange, and the Bank has no access to confidential information. It is improper for an Employee, Officer, Director or immediate family member to subscribe to new issues of stock in a Bank customer’s business. No Employee, Officer, Director or immediate family member will invest in a Bank customer’s business, or enable others to do so, as a result of confidential inside information. Employees, Officers or Directors are not to accept special investment favors offered because of the Employee, Officer, or Director’s Bank relationship or position.

Employees, Officers or Directors must not engage in any transactions that suggest speculating in the Bank’s stock (that is, trying to profit in short -term movements, either increases or decreases, in the stock price).

There are no restrictions placed on Employees, Officers or Directors when they invest in U.S. Government securities, municipal bonds, or mutual funds.

Directors must report to the Audit Committee any investment that is likely to create a conflict of interest affecting the Director’s ability to perform the ordinary duties of an outside Director.

Employee, Officer and Director stock ownership in Bank of Virginia stock through outside investment is encouraged. Speculative investments, such as margin buying, short accounts, puts, calls, or combinations thereof, are prohibited when these transactions involve Bank stock.

IX. POLICY ACKNOWLEDGEMENT, UPDATES and ACCOUNTABILITY

The Bank of Virginia is committed to maintaining an effective Code of Ethics and Business Conduct Policy. Employees, Officers and Directors are responsible for adherence to this Policy. The Bank shall, no less than annually, communicate the standards, practices and procedures of this Policy.

A signed acknowledgement attesting to compliance with this policy will be required by all individuals on following any material revision. Directors’ attestation is evidenced by their renewal of this policy as presented.

Policy Updates
This Policy will be reviewed periodically to determine viability and applicability and addition of new sections when circumstances arise. All Employees and Officers will sign a re-acknowledgment of the Policy following any material revision.

Any amendments, modifications, and or waiver of this Policy for Executive Management or Directors, may only be made by the Bank of Virginia Board of Directors upon the recommendation of the Bank’s Audit Committee. This information must be promptly filed and/or disclosed to the public as required by all applicable securities or other laws, rules or regulations or the requirements applicable to the security exchange, which Bank of Virginia’s securities are listed, quoted or traded.

Accountability
All Employees, Officers and Directors are responsible for knowing and adhering to the values and standards set forth in this policy and for raising questions if they are uncertain about Bank policy.

If Employees or Officers have any questions regarding this Policy, what is expected of them or they observe what they believe to be inappropriate, unethical or unlawful conditions at any time or aware of violations of this Policy, violations of other Bank policies and procedures, or any applicable law, rule, or regulations they must promptly report the information to their Manager, a member of Executive Management or the SVP Ops (Human Resources Officer). Directors and Executive Management should consult with the Audit Committee of Bank of Virginia’s Board of Directors. If an Employee or Officer is uncomfortable in reporting an alleged violation to a Bank Representative they may contact or send information directly to the Bank’s Audit Committee, as the independent party to receive any and all reports.

Reports may be sent to the Audit Committee Chairman through e-mail at sailgarrett@aol.com. Individuals may also send information/reports to: G. Waddy Garrett/Audit Committee Chairman/Confidential Correspondence/To Be Opened by Addressee Only/11 Old Bridge Lane/Richmond, VA 23229. The Audit Committee Chairman can be reached at 1-804-241-9075.

All reports will be treated confidentially to the extent practicable under the circumstances and in accordance with the legal obligations of Bank of Virginia. No one has the authority or right to order, direct, request or influence someone else to violate this Policy. In addition, any retaliation or threat of retaliation against any Employee, Officer or Director for refusing to violate this Policy or for reporting in good faith a violation or suspected violations is itself a violation of this Policy and may be a violation of the law.

X. VIOLATIONS and PROMPT DISCLOSURES

Suspected violations of this Policy will be investigated promptly and will be treated in a fair and impartial manner. Every violation of the Code of Ethics and Business Conduct Policy will be cause for disciplinary action up to and including termination of employment or removal from the Board of Directors. Failure to comply with the standards contained in the Policy may also result in criminal prosecution and reimbursement to Bank of Virginia, the government or other parties for losses or damages resulting from such violation.

As an Employee, Officer or Director you are required to promptly disclose all conflicts or potential conflicts of interest with respect to your work responsibilities or service to Bank of Virginia. Any material transactions or relationships that could be a potential conflict of interest, which you are aware, must be promptly reported. Employees and Officers must disclose to a member of Executive Management or the Vice President of Human Resources at the time of hire, on an annual basis and as soon as possible after any actual or potential conflict of interest arise so that appropriate safeguards can be established to protect all parties. Executive Management and Directors must fully disclose conflicts or potential c onflicts of interest to Bank of Virginia’s Board of Directors or the Audit Committee at a meeting or in writing. All written disclosures for Employees and Officers will be retained in the Human Resources Department.