CAMBRIDGE BANCORP

and

CAMBRIDGE TRUST COMPANY

CODE OF ETHICS

This Code of Ethics (this "Code") sets forth legal and ethical standards of conduct for personnel of Cambridge Bancorp, Cambridge Trust Company and their affiliates (collectively, the "Bank"). We are committed to serving our customers and the community with the highest level of expertise and professional conduct. The nature of our business requires both adherence to applicable legal regulations and maintenance of the highest standards of conduct and personal integrity, essential if a banking institution is to merit the confidence of customers, employees, stockholders, and the general public. This Code is intended to promote those goals in conjunction with all relevant policies such as the Bank's Insider Trading Policy; the Reg. O Insider Loan Policy; the Reporting of Accounting, Internal Control and Auditing Matters/Whistleblower Reporting Program Policy; and the Social Media Policy and Guidelines (collectively, including this Code, the "Policies").

This Code applies generally to all the Bank's Directors, officers and employees (including without limitation the Bank's principal executive officer, principal financial officer, principal accounting officer, controller and other officers performing similar functions (each, an "Executive Officer")). The restrictions on conflicts of interest and the receipt of improper benefits also apply to family members, dependents and related parties (collectively, "Affiliates"). Each Director, employee and/or officer is responsible for compliance by their Affiliates to this Code.

Because a written code cannot answer all questions raised in the context of business relationships, it is each Director's, employee's or officer's primary responsibility to recognize and respond to specific situations as they arise and be guided by this Code. Any questions about the requirements of this Code or the appropriateness of a relationship or action, should be consulted with a supervisor or the Director of Human Resources; or, in the case of a Director or Executive Officer, the Chief Executive Officer or the Chair of the Corporate Governance Committee. Suspected violations of this Code should be reported promptly as outlined below under "Reporting and Compliance Procedures".

Compliance with Laws and Regulations. All employees, officers and Directors must comply, and endeavor to ensure that the Bank complies, in letter and in spirit, with all laws, rules and regulations applicable to the Bank wherever it does business.

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Although all employees, officers and Directors are not expected to know all the details of all these laws, it is important to familiarize themselves with the laws and regulations they need to know in performing their duties for the Bank. They are expected to use good judgment and common sense in seeking to comply and to ask for advice when they are uncertain about what is required.

The Bank holds information and training sessions to promote compliance with laws, regulations, policies and procedures. Personnel covered by this Code are expected to attend all training sessions that apply to them, or to make alternate arrangements if they are unable to attend.

Gifts, Gratuities and Business Entertainment. All employees, officers and Directors shall have the best interests of the Bank at heart and conduct their affairs in such a manner as to avoid adversely affecting their judgment or the Bank's reputation.

Acceptance of Gifts or Entertainment. No employee, officer, or Director shall accept any gift or other benefit that reasonably appears to be given in exchange or as a reward for any accommodation in connection with soliciting, negotiating or maintaining a business relationship with the Bank. The following may usually be accepted without violating this rule:

  • Conventional business entertainment of not more than $500 in value;
  • Gifts offered on account of a family or personal relationship or as a token of appreciation upon a holiday or commonly recognized personal event such as a wedding or promotion, also of not more than $500 in value; provided that gifts offered on account of a bona fide family or personal relationship separate from Bank business shall not be subject to this limit;
  • De Minimis items that would be paid for by the Bank as a reasonable business expense if not paid for by another party; and
  • Benefits available to the general public on the same terms.

However, the actual circumstances may raise concerns so Directors, employees and officers must be vigilant. Any exceptions to this rule must be pre-approved by the Chief Executive Officer or the Chair of the Corporate Governance Committee and documented.

Offering Gifts and Entertainment.

  • Bribery is a criminal act. No Bank personnel may offer or give any form of bribe or kickback to any government official or other person in order to secure preferential treatment in connection with Bank business, or in exchange or as a

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reward for any accommodation in connection with soliciting, negotiating or maintaining a business relationship with the Bank.

  • Bona Fide Inducements, in the form of business terms, must be reasonably related to the value to be received by the Bank, competitively justified, authorized in accordance with Bank guidelines and properly documented. They may be provided only to the party with which the Bank has the business relationship and not directly or indirectly to any individual officer, employee, or other agent of such party.
  • Other Business Gifts and Entertainment: Subject to the foregoing and to the following limits, employees, officers, and Directors may offer conventional business gifts, meals and entertainment, in each case of not more than $500 in value, to existing and/or prospective customers and other parties in furtherance of the Bank's best interests.
    Employees and officers shall adhere to the Bank's guidelines and reporting requirements regarding expense accounts and business entertainment, but Directors are not so bound.
    No employee, officer or Director shall offer money in any amount, nor any other gift, meal, or other entertainment with a value in excess of $50 to any state, county, or local government official or employee (in excess of $24.99 in the case of a New Hampshire government official or employee). No gift, meal, or other entertainment shall be offered to any federal government official or employee except with the prior written approval of the Chief Executive Officer.

Other Conflicts of Interest and Related Party Transactions. Personal interests and relationships must not harm the Bank's interests. Any actual or apparent conflict of interest between personal interests and those of the Bank must be handled honestly and ethically in accordance with the following procedures. Any activity, transaction or relationship not described under "Gifts, Gratuities and Business Entertainment" above that involves an actual or apparent conflict of interest is prohibited unless it has gone through the process of disclosure, consultation and approval set forth below.

Disclosure.Full disclosure is the essential first step to remaining in full compliance with this Code. Directors, employees, and officers must disclose any actual or apparent conflict of interest, including any existing or proposed transaction or relationship that could be expected to give rise to a conflict of interest. An employee or officer must disclose such matters to his/her supervisor or, if that person is involved in the matter, to the Director of Human Resources, who is responsible for consulting with the Chief Executive Officer. If the matter involves the Chief Executive Officer or any Director, such disclosure must be made to the Chair of the Corporate Governance Committee (or, if the matter involves that person, to the Chair of the Audit Committee).

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Determination.Following disclosure, the respective employee, officer or Director must avoid or terminate any activity, transaction or relationship that involves an actual or apparent conflict of interest unless it is determined at the appropriate level that the activity is not harmful to the Bank or otherwise improper. Except as provided under "Disclosable Transactions" below, any such determination shall be made by the Chief Executive Officer in the case of an employee or officer, and by the Chair of the Corporate Governance Committee in the case of the Chief Executive Officer or a Director (or, if the matter involves that person, by the Chair of the Audit Committee).

Disclosable Transactions. Review and approval of transactions in which (a) the Bank is a participant, (b) the amount involved exceeds $120,000, and (c) any Director, executive officer, beneficially owner of more than 5% of Cambridge Bancorp's outstanding common stock, or any of their respective immediate family members (as defined in applicable regulations) has or will have a direct or indirect material interest shall be the responsibility of the Corporate Governance Committee. In reviewing such transactions, such Committee will consider whether:

  • the transaction has an appropriate business purpose,
  • the terms of the transaction are not less favorable to the Bank than those that could be obtained from an unrelated third party,
  • it is necessary or desirable for the Bank to enter into the transaction at that time,
  • the amount of consideration to be paid or received by the Bank is appropriate, and
  • entering into the transaction with the related person rather than an independent third party is desirable.

The Board of Directors may adopt additional guidelines to aid in determining whether a relationship or transaction constitutes an impermissible conflict of interest.

Notwithstanding the foregoing, (a) ordinary course loans by Cambridge Trust Company shall be reviewed and approved in accordance with the Reg. O Insider Loan Policy and (b) the compensation of executive officers and Directors shall be reviewed and approved by the Compensation Committee.

In any event, no Director, officer or employee may directly or indirectly approve, or represent the Bank in arranging the terms of any transaction between the Bank and a party with which he/she has any relationship that presents an actual or apparent conflict of interest.

Fiduciary Relationships. It is the policy of the Bank that no Director, officer or employee shall ask for or receive gifts by way of legacies under wills or distributions from trusts from anyone with whom the Bank has or is reasonably likely to have business dealings, other than where justified by a personal or family relationship independent of any business of the Bank. In the event that any legacy under a will or distribution from a trust is proposed or received, it shall be promptly reported to the Chief Executive Officer or, in the case of the Chief Executive Officer, to the Board of Directors. The Board shall have the authority to require such actions as it determines to be in the Bank's interests.

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Cambridge Bancorp published this content on 20 January 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 February 2021 18:21:01 UTC.