Exhibit 14

FIDELITY D & D BANCORP, INC.

CODE OF ETHICS



As adopted by the Board of Directors on May 16, 2017



The Directors, Officers, and Employees of Fidelity D & D Bancorp, Inc. and its subsidiaries (the “Company”) hold an important and elevated role in corporate governance.  They are vested with both the responsibility and authority to protect and preserve the interests of all of the Company’s constituents, including shareholders, customers, and citizens of the communities in which we conduct business.  The maintenance of extremely high standards of honest, ethical, and impartial conduct is essential to assure the proper performance of the Company’s business and the maintenance of the public’s trust.  This Code of Ethics prescribes the policies and procedures to be employed and enforced in the Company’s operations.  This Code augments the Fidelity D & D Bancorp, Inc.’s Employee Handbook.













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Conflicts of Interest



A “conflict of interest” exists any time you face a choice between what is in your personal interest (financial or otherwise) and the interest of the Company.  These situations are not always easy to avoid.  When a conflict of interest arises, it is important that you act with great care to avoid even the appearance that you’re actions were not in the best interest of the Company.  If you find yourself in a position where your objectivity may be questioned because of individual interest or family or personal relationships, notify the Chairman of the Audit Committee, immediately.



Ownership Interests



Board of Directors approval is required for the Company to do business with a company in which a member of the Board of Directors, an officer, an employee or a family member of a director, officer or employee owns – directly or indirectly – an interest.  If you or a family member own or acquire an interest that is greater than 5 % in any company, Board approval is needed:







If your ownership interest does not meet any of the above criteria, Board approval is not needed, but you remain obligated to keep the Company’s interests first in mind.



Gifts, Meals, Services and Entertainment



You should not request or accept anything that might be used as a means to influence, or even appear to influence, you against the Company’s best interests.  Personal gifts should not be accepted other than those considered common business courtesies and for which you would reasonably expect to give something similar in return in the normal course of business.



Safeguarding Company Assets/Accuracy of Books and Records



The Company maintains internal controls to provide direction on protecting Company assets and financial accountability.  The controls are based upon the following principles.



Do not:





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Do:













Safeguarding Confidential Information



Trade secrets and other proprietary information of the Company and its customers and suppliers, employee data, information about the Company’s customers and suppliers, and all other nonpublic information that might be of use to the Company’s competitors or harmful to the Company or its customers, if disclosed, is confidential information. Confidential information should be protected by all directors, officers and employees and, except to the extent legally required or specifically authorized by an appropriate representative of the Company, should not be disclosed to persons inside or outside the Company who do not have a legitimate, work-related need to know such information. The loss of this information through inadvertent or improper disclosure could be harmful to the Company and its customers and suppliers.



Insider Trading



Insider trading is a crime that can carry severe penalties.  If you know material, confidential information about the Company or any company with whom we have a business relationship and you trade Company securities, such as stocks or bonds, while in possession of that information or tell others about it before it is made public, you may have violated the insider trading laws.  Please review the Employee Handbook for details on our insider trading policy.



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Material information is the type of news that would affect a reasonable investor’s decision on whether or not to invest in the Company’s stock.  Examples include plans to issue securities, sharp changes in earnings patterns, changes in dividend rates, changes in key management personnel, mergers, acquisitions, and important regulatory actions affecting the Company.  This policy forbids you from trading not only in Company stock, but also in stock of our suppliers, customers or other companies with whom we have a business relationship, while in possession of material inside information, learned in the course of your employment at our Company.



We encourage all members of the Board of Directors, officers, and employees to invest in our stock.  However, if you have access to any information not readily available to the public, you must be very careful when trading stock to be sure you have not traded while in possession of material non-public information.  When you have such information:









If you are planning to effect a transaction in our securities, you must contact our Investor Relations Officer or  Chief Financial Officer, in advance.



Bribery, Kickbacks and Other Improper Payments



The Company, our Board of Directors, Officers, and Employees must maintain high ethical and professional standards in all dealings.











Providing Candor in Dealing with Auditors, Examiners and Legal Counsel



All directors, officers and employees are required to respond honestly and candidly when dealing with the Company’s independent and internal auditors, regulators and attorneys.



Discipline



The Company reserves the right to take any and all disciplinary action it deems appropriate in response to violation of this Code. Disciplinary action may include, without limitation, warning, suspension, or immediate termination of employment, as well as civil and/or criminal prosecution.



Accountability and Adherence to the Code



With regard to alleged violations of this Code by any director or executive officer, it shall be the duty of the Audit Committee of the Board of Directors of the Company, excluding any person accused of violating this Code, to determine the veracity of any alleged breach of this Code and any penalty or consequences. Any other alleged violations of the Code shall be addressed by Executive Management and shall be reported to the Audit Committee of the Board of Directors.



Waivers and Amendment



No waiver of any provision of this Code for the benefit of a director or executive officer shall be effective unless (1) approved by the Board of Directors or, if permitted by the Board of Directors, a committee of the Board of Directors, and (2) if applicable, the Company promptly discloses the waiver to the Company’s shareholders in accordance with appropriate U.S. securities laws and regulations and/or the rules and regulations of the exchange or system the Company’s securities are traded or quoted, as the case may be. Any other waivers of this Code shall be made by Executive Management with reporting to the Audit Committee of the Board of Directors.

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If required by applicable U.S. securities laws and/or the rules and regulations of the exchange or system the Company’s securities are traded or quoted, the Board of Directors shall approve amendments to this Code and disclose the amendment to the Company’s shareholders.



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ACKNOWLEDGMENT



I, the undersigned, hereby acknowledge that I have received a copy of the Fidelity D & D Bancorp, Inc. Code of Ethics.  I further certify that I have reviewed the Code of Ethics, and that I understand its provisions and what they require of me.  I understand that a violation of this Code of Ethics may result in the termination of my employment and/or a request to resign.







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DateSignature





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PRINT NAME



















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