Code of Conduct and Ethics Policy

For

CLAIM PROFESSIONALS LIABILITY INSURANCE CO., RRG

 

1.          Introduction.  Claim Professionals Liability Insurance Co., RRG, (the Company”) has a strong commitment to promoting honest and ethical business conduct by all members of the group including its  Board of Directors and all officers, employees and agents of the Company and compliance with the laws that govern the conduct of our business.  Our business practices must at least be compatible with the economic and social priorities of the locales in which we operate, but we believe that a commitment to honesty, ethical conduct and integrity is a valuable asset that is not out of place anywhere.  Accordingly, integrity should characterize all of our business activities.  We do not tolerate results achieved by means of knowing violations of laws or regulations or through unethical dealing.

 

2.          Compliance With Laws and Regulations.  We strive to comply with all laws and regulations which are applicable to the Company.

 

We encourage all members to ask questions regarding the application of this Code or the Policy statements.

 

Employees may direct such questions to their supervisor or to the Company’s designee.

 

3.          Proper Accounting.  The books of account must be as accurate as possible.  All assets of the Company, including all bank accounts in which Company funds are deposited must be recorded on a timely basis in the books of account.  No payment of Company funds will be approved or made with the intention or understanding that any part of the funds will be used for any purpose other than as described in the supporting documents.  Expenses reported without a receipt will be judged by their reasonableness.

 

4.          Candor Among Management and With Auditors.  We believe that our senior management must be informed at all times of matters which are relevant to the ethical conduct or business affairs.  Concealment is not only wrong in and of itself but may also be considered a signal that Company policies and rules can be ignored.  Accordingly, there is to be full communication of such matters to senior management.  In addition, all information provided to or requested by the independent auditors of the Company is to be furnished completely and accurately.

 

5.          Integrity of Records.  Accuracy, reliability and timeliness in the preparation of all financial and business records is mandated by law and is of critical importance to the Company’s decision making process and to the proper discharge of the Company’s financial, legal and reporting obligations.

 

6.          Document Retention.  Business, tax, reporting and legal considerations require the orderly retention of Company records.  For this purpose. the company or its agents may have in place a Document Retention Policy, which applies to electronic as well as paper records.  All employees and agents must comply with this Policy and employees are urged to familiarize themselves with the Policy.

 

7.          Reporting.  Any member or employee may submit a good faith concern regarding an accounting, auditing, legal or ethical matter to the individual designated by the management of the Company without fear of dismissal or cancellation or retaliation based solely on the expression of the concern.  Members or employees may submit to the designee of the company good faith concern anonymously.  However, the procedure for reporting concerns regarding equal employment opportunities and related issues set for the Company and its agents should be followed as established or modified from time to time.

 

Members or employees who observe or become aware of a situation which they believe to be a violation of the Code and/or the Policy statements, a conflict of interest, a legal or ethical concern or an irregularity in accounting or auditing matters, have an obligation to report the matter.  As a normal rule, an employee should report any concerns or possible violations to his or her supervisor.  However possible violations involving a supervisor should be reported directly to the Company’s designee.  The designee shall report any serious accounting, auditing, legal or ethical matters to the Board of Directors with a recommendation for action.

 

The designee will maintain a log of all complaints and will periodically prepare a summary of such complaints for the Board of Directors.  The Board of Directors has designated Tom Moss of Tenco Services(tmoss@tenco.com) to receive the concerns and Terry Nixon of Nixon and Company(terryn@nixonandco.com) as an alternate.

 

8.          Acknowledgement and Certification.  All Board Members and General Counsel must certify that they have read and understand this Code of Conduct and Ethics Policy and should keep themselves current on any changes.

 

9.          Conflict of Interest.  The interests of the Company should prevail in any conflict of interest between the business interest of the Company and our personal activities, interests or relationships with outside persons and concerns.  Employees should avoid any interest that conflicts or appears to conflict with the interest of the Company, or that could reasonably be deemed to harm the company’s reputation. At a minimum, any employee with a conflict of interest or a potential conflict of interest must disclose same to the Company’s designee as soon as the potential or conflict becomes reasonably apparent.  For this reason the Company has a Conflict of Interest policy in effect.  Employees are required to sign a compliance form from time to time acknowledging they have read and understand the policy.

 

10.     Corporate Opportunity and Proper Use of Company Assets.  Employees owe a duty to advance the legitimate interests of the company.  Employees may not take for themselves personally, opportunities that are discovered through the use of corporate property, information or position.  Employees must also protect the Company’s assets and ensure their efficient use.  All Company assets should be used for legitimate Company business purposes.

 

11.     Honest and Fair Dealing.  We must endeavor to deal honestly, ethically and fairly with our insureds and employees.  No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair practice.

 

We may not enter into formal or informal arrangements with competitors affecting pricing, marketing, production, credit or other subjects affecting promotion and sale of our products to existing or prospective customers.  Apart from proper “meeting competition” situations or underwriting requirements, shareholders who are competitors of one another are to receive equal treatment in regard to purchases of the same lines of products.

 

12.     Agents.  The Services of any outside consultant, sales representative, attorney, accountant, independent contractor or other agents of the Company not be used for any purpose which, were such person an employee of the Company, would be contrary to this policy.  Fees, commissions and expenses paid to such persons or firms are to be based upon actual and proper services rendered.  Included in this group are USA Risk Group, Carter Insurance Claims Services, Inc (and subsidiaries), Primmer and Piper et al., Perr Knight and Saslow, Lufkin and Buggy, This group may be reduced or expanded from time to time.

 

13.     Entertainment, Gifts and Payments.  The Company will procure and provide goods and services based on service and quality.  Employees or Board Members should not receive anything of value to induce such decisions.

 

14.     Corporate Communications Policy.  We believe in fair and equal treatment to the public in regard to access and disclosure of information about the Company.  The President or appointed Board Member should handle all contact with members of the media.  Employees should direct all press inquiries to the President for response.

 

15.     Political Contributions.  The Company will not make political contributions or otherwise support political candidates or parties.

 

16.     Solicitation of Business.  The solicitation of business through advertising and promotion must be truthful and in good taste.  Written or oral promises should not be made that the promisor knows cannot be kept or lived up to.

 

17.     Discovery Of Questionable Acts.  Questionable acts, such as apparent violations of Company policy or possible illegal acts shall be reported in confidence to the Board’s designee who will investigate and report to the board with recommendations to protect the Company’s interest.

 

18.     Compliance.  Failure to comply with Corporate policy will result in discipline or termination as determined by the Company Board of Directors.

 

19.     Monitoring Compliance.  The President shall be the responsible party for advising members and employees in all matters relating to this Corporate Policy.

 

 

 

 

 

 

 

Revised 12-21-09