The business affairs of Peapack-Gladstone are managed under the direction of the Board of Directors. Members of the Board are informed of Peapack-Gladstone’s business through discussions with the Chief Executive Officer and Peapack-Gladstone’s other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees. All members of the Board also serve as directors of Peapack-Gladstone’s subsidiary bank, Peapack-Gladstone Bank.


Our Board of Directors believes that the purpose of corporate governance is to maximize shareholder value in a manner consistent with legal requirements. The Board has adopted corporate governance principles, which the Board and senior management believe promote this purpose. We periodically review these governance principles, the rules and listing standards of the National Association of Securities Dealers Automated Quotations (NASDAQ) and Securities and Exchange Commission (the “SEC”) regulations.


It is also important to ensure that Peapack-Gladstone’s financial results fairly reflect the results of our operations. We have established financial accounting policies with which we diligently maintain compliance. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. We are committed to providing financial information that is accurate, relevant and timely.


Peapack-Gladstone has adopted a Code of Business Conduct and Ethics, which applies to Peapack-Gladstone’s chief executive officer, principal financial officer, principal accounting officer and to all other Peapack-Gladstone directors, officers and employees.


The Board has determined that a majority of the directors and all current members of the Nominating, Compensation and Audit Committees are “independent” for purposes of Section 121 of the NASDAQ Company Guide, and that the members of the Audit Committee are also “independent” for purposes of Section 10A-3 of the Securities Exchange Act of 1934 and Section 803 of the NASDAQ Company Guide. The Board based these determinations primarily on a review of the responses of the directors and executive officers to questions regarding employment and transaction history, affiliates and family and other relationships and on discussions with the directors.


The Audit Committee has procedures in place for the anonymous submission of employee complaints on accounting, internal controls or auditing matters. The internal audit control function maintains oversight over the key areas of our business and financial processes and controls and reports directly to the Audit Committee.


We are dedicated to ensuring that the high standards of financial accounting and reporting we have established are maintained. We demand integrity and a commitment to strong internal control practices and policies from the people within the organization.



F. Duffield Meyercord, Chairman
Douglas L. Kennedy, Chief Executive Officer