Attached files
file | filename |
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10-K - FORM 10-K - MEADOWBROOK INSURANCE GROUP INC | k48977e10vk.htm |
EX-24 - EX-24 - MEADOWBROOK INSURANCE GROUP INC | k48977exv24.htm |
EX-21 - EX-21 - MEADOWBROOK INSURANCE GROUP INC | k48977exv21.htm |
EX-23 - EX-23 - MEADOWBROOK INSURANCE GROUP INC | k48977exv23.htm |
EX-31.1 - EX-31.1 - MEADOWBROOK INSURANCE GROUP INC | k48977exv31w1.htm |
EX-32.1 - EX-32.1 - MEADOWBROOK INSURANCE GROUP INC | k48977exv32w1.htm |
EX-31.2 - EX-31.2 - MEADOWBROOK INSURANCE GROUP INC | k48977exv31w2.htm |
EX-32.2 - EX-32.2 - MEADOWBROOK INSURANCE GROUP INC | k48977exv32w2.htm |
Exhibit 14
MEADOWBROOK INSURANCE
GROUP
GROUP
COMPLIANCE PROGRAM
MEADOWBROOK INSURANCE GROUP
COMPLIANCE PROGRAM
COMPLIANCE PROGRAM
CODE OF CONDUCT
TABLE OF CONTENTS
INTRODUCTION AND STANDARDS |
1 | |||
CONFLICT OF INTEREST |
2 | |||
NON-DISCRIMINATION / EQUAL EMPLOYMENT |
2 | |||
NON-HARASSMENT |
3 | |||
CLAIMS HANDLING |
3 | |||
REGULATORY REQUIREMENTS |
3 | |||
FRAUD, MISAPPROPRIATION, THEFT, EMBEZZLEMENT AND BRIBERY |
3 | |||
INSIDER TRADING |
5 | |||
INVESTOR / MEDIA RELATIONS |
5 | |||
CONFIDENTIAL / PROPRIETARY INFORMATION |
5 | |||
TRANSACTIONS WITH GOVERNMENT |
7 | |||
FOREIGN MARKETING PRACTICES |
7 | |||
RETENTION AND ACCURACY OF RECORDS |
7 | |||
MISUSE OR MISAPPROPRIATION OF CORPORATE PROPERTY, SERVICES AND BENEFIT PROGRAMS |
8 | |||
ELECTRONIC EQUIPMENT, SOFTWARE, DATA ACCESS, SECURITY AND USAGE |
9 | |||
PREVENTION OF VIOLENCE IN THE WORKPLACE |
9 | |||
DRUG AND ALCOHOL-FREE WORKPLACE |
10 | |||
ANTI-MONEY LAUNDERING PROGRAM |
10 | |||
ENVIRONMENT, HEALTH AND SAFETY |
10 | |||
COMPLIANCE PROCEDURES |
11 | |||
A. Monitoring and Auditing |
11 | |||
B. Reporting Suspected Illegal or Unethical Activity |
11 |
C. Investigation |
11 | |||
D. Discipline |
12 | |||
E. Disclosure to Authorities |
12 | |||
F. Delegations |
13 | |||
G. Associate Education |
13 | |||
APPENDIX |
||||
A. |
||||
B. |
||||
C. |
||||
RECEIPT AND ACKNOWLEDGMENT (TAB___) |
MEADOWBROOK INSURANCE GROUP
COMPLIANCE PROGRAM
COMPLIANCE PROGRAM
CODE OF CONDUCT
INTRODUCTION AND STANDARDS
The compliance program adopted and implemented by Meadowbrook Insurance Group, Inc.
(Meadowbrook) establishes effective internal controls that promote adherence to applicable
federal and state laws and regulations.
Meadowbrooks Code of Conduct (Code) defines the legal and ethical policies and standards
that govern all associates and their relationships with clients, fellow associates and all other
parties, and it provides associates with general guidance for their conduct of business operations.
The Code has been approved, and with the full support and commitment of the Board of Directors, it
is official corporate policy and is applicable to Meadowbrook and all its associates.
All associates must be aware of the laws that affect their jobs and should carry out their
responsibilities in a lawful manner. Associates are expected to adhere to the standards of conduct
outlined in the Code and conduct themselves in a professional, ethical and legal way at all times.
They must avoid situations which impair the performance of their official responsibilities or which
may have the appearance of impropriety. Avoidance and deterrence of unlawful conduct is every
associates responsibility. Adherence to this Code is vital; it must be part of our business
routine part of our commitment to provide quality insurance services and products to our
clients, and to fulfill our role as a good corporate citizen.
Management is responsible for administering and enforcing this Code. Meadowbrooks General
Counsel (the Compliance Officer) will ensure the Code is administered and enforced consistently
throughout the corporation. Circumstances not specifically covered by this Code should be resolved
in accordance with the general principles outlined in the Code, as well as in Meadowbrooks
Associate Manual and other existing policies and procedures. Any questions or concerns about
this Code or any ethical, legal or compliance requirements should be addressed to the Compliance
Officer.
Meadowbrook is seriously committed to legal and ethical business conduct, and expects all of
its associates to ensure that this commitment is met. Each associate will acknowledge, by
accepting an e-mail routing of the Code, the associate understands it and agrees to abide by it.
Strict compliance is a condition of employment and adherence to the Code is a factor in evaluating
an associates performance. Disciplinary action, up to and including termination of employment,
may be taken against anyone who violates any provision of the Code or other corporate policies..
CONFLICT OF INTEREST
All associates must act with honesty and integrity, avoid all actual or apparent conflicts of
interest in personal and professional relationships. A conflict of interest exists when an
associates personal or family activities or financial affairs adversely influence the judgment or
loyalty required for the performance of ones duties to Meadowbrook. If an associate suspects even
the appearance of a conflict of interest or is in doubt about a particular situation, the associate
should promptly notify their Department Manager or the Compliance Officer.
An associate may not engage in activities with any outside business organization which may
result in a personal benefit to the associate at Meadowbrooks expense, or which may influence the
associates decisions on matters involving Meadowbrook and the outside business organization.
All associates must adhere to the Conflict of Interest guidelines, as set forth in the
Meadowbrook Associate Manual
NON-DISCRIMINATION / EQUAL EMPLOYMENT
As set forth in Meadowbrooks Associate Manual, it is Meadowbrooks policy that no person
shall be subjected to discrimination based on race, color, religious beliefs, national origin,
gender, sexual orientation, age, veteran or marital status, height, weight, handicap or other
legally protected status. This policy applies to recruitment, employment, placement, training,
promotion, compensation, retention and discharge of associates, as well as to other terms and
conditions of employment. Complaints of
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discrimination should be put into writing, signed and dated, and delivered to your supervisor, the
Vice President of Human Resources or to the Compliance Officer.
NON-HARASSMENT
Harassment because of race, color, religious beliefs, national origin, gender, sexual
orientation, age, veteran or marital status, height, weight, handicap or other legally protected
status will not be tolerated. This policy applies to the relationships and interactions between
associates and each other, and members of the public. Harassment includes physical, verbal, and
non-verbal abuse, intimidation and threats. Sexual harassment is defined as unwelcome or
unsolicited verbal, non-verbal or physical conduct of a sexual nature where: a) submission to or
rejection of such conduct is used as the basis for making or threatening decisions affecting
conditions of employment; or b) such conduct has the purpose or effect of substantially interfering
with an associates job performance or creates an intimidating, hostile or offensive work
environment. All complaints of harassment should be reported, in accordance with the Harassment
Policy. All associates must adhere to Meadowbrooks Harassment Policy
CLAIMS HANDLING
Meadowbrook will administer claims in accordance with guidelines, policy provisions and/or
applicable laws and regulations.
REGULATORY REQUIREMENTS
Associates must comply with all rate, form, licensing and other regulatory requirements.
Associates are to understand and adhere to all applicable regulations regarding the sales of
Meadowbrook products or services.
All invoices must accurately reflect the product sold or services rendered, the correct sales
price and the terms of sale. Payments received in excess of amounts billed must be refunded or
customer accounts credited, as appropriate.
FRAUD, MISAPPROPRIATION, THEFT, EMBEZZLEMENT OR UNLAWFUL PAYMENTS
An associate must not commit, aid or assist in the commission of any acts of fraud,
misappropriation, theft, embezzlement, bribery or other similar activities. An associate who
suspects or
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has information concerning any such wrongdoing involving Meadowbrook, its associates, a Meadowbrook
agent (including its employees), or anyone doing business with Meadowbrook, must notify a
supervisor or the Compliance Officer. All personnel are responsible for preventing and detecting
these activities, including but not limited to:
| forgery or alteration of checks, securities or other negotiable instruments; | ||
| misappropriation of funds, securities or any other assets; | ||
| improper handling or reporting of money or financial transactions; | ||
| improper handling of corporate property, assets or information, or their use for personal gain; | ||
| unauthorized disclosure of corporate business plans or financial information; | ||
| destruction or unauthorized removal of records, furniture, fixtures, or equipment; | ||
| fraud for the financial benefit of the corporation; | ||
| offering, making, soliciting or receiving any payment with the understanding or intention that such a payment is to be used for an unlawful or any improper purpose; | ||
| providing untruthful information to clients or potential clients regarding prices and capabilities in proposals, advertising or marketing communications; | ||
| violating federal, state or foreign tax laws; and | ||
| submitting false expense reimbursement reports. |
Meadowbrook personnel may accept or provide ordinary and reasonable business entertainment and
gifts of nominal value (e.g., tickets to sporting events or concerts, or meals) so long as such
entertainment and gifts do not violate federal, state, or local law. Cash gifts are prohibited.
All associates must adhere to Meadowbrooks Business Conduct Policy, which is included in the
Meadowbrook Associate Manual.
Also, all Associates should avoid waste and careless use of Company property and should take
reasonable steps to protect property of the Company
4
FINANCIAL AND PUBLIC REPORTING
As a public company, it is critical that Meadowbrooks filings with the securities and
Exchange Commission and other communications with the public be accurate, complete and timely.
Investors, creditors, and others have a legitimate interest in Meadowbrooks financial and other
public reports. Associates who are involved in creating, processing, or recording such information
bear a special responsibility to ensure the integrity of our financial reports and will, along with
all of our associates, seek to provide stakeholders with information that is accurate, complete,
objective, relevant, timely and understandable.
INSIDER TRADING
A Meadowbrook associate is prohibited from buying or selling, either directly or through an
intermediary, Meadowbrook stock (or options on such stock) if the associate is aware of information
relating to Meadowbrook that is both material and non-public.
All Meadowbrook associates must adhere to the Insider Trading Policy, which is included in
the Meadowbrook Associate Manual
INVESTOR / MEDIA RELATIONS
An associate may not release information about Meadowbrook or its associates to shareholders,
their representatives, any member of the investment or financial communities or to the news media.
All such requests for information should be referred to the Corporate Communications Department,
which, to the extent required, will release such information, in accordance with applicable law.
An associate may not make public appearances, speeches or statements, in person or through
broadcast or printed media, relating to Meadowbrook or its business, without first disclosing the
content and obtaining prior written approval from the Corporate Communications Department.
All, Meadowbrook associates must adhere to the Disclosure Policy, which is included in the
Meadowbrook Associate Manual
5
CONFIDENTIAL / PROPRIETARY INFORMATION
Confidential or proprietary information is any nonpublic business, technological, financial,
personnel or client information, plans, or data (oral or written) which is learned, generated or
acquired while working at Meadowbrook. The content of all Meadowbrook files, records, strategies
and other information is strictly confidential. Associates may not access or use such information
unless they have proper authorization and the information is relevant to the performance of their
jobs; the use of such information to further ones own interests or for any personal gain or
financial benefit is prohibited. Associates may not disclose such information to any outside
parties without managements prior authorization. If management permits disclosure, it shall first
determine whether to require the outside party to sign a confidentiality agreement.
Confidential information includes, but is not limited to, company or client financial data,
personal medical records, expiration date(s), prices, terms or conditions of a policy, information
relating to the underwriting of a policy or claim investigation/lawsuit and trade secrets.
Should a breach of confidentiality occur for any reason, it is the obligation of the associate
who becomes aware of the breach to notify a supervisor as soon as possible.
Each associate has a continuing duty, after separating from Meadowbrook for any reason, not to
disclose any of Meadowbrooks proprietary or confidential information, in accordance with any
applicable nondisclosure policy or Confidential Information Agreement.
Meadowbrook respects the confidential or proprietary information of other persons and
companies. An associate shall not solicit, receive or use another persons or entitys
confidential or proprietary information without their express consent. If information comes into
an associates possession which may have been misappropriated from another company or person,
including trade secrets and material covered by a copyright, trademark or patent held by the other
company or person, the associate should alert a supervisor immediately and not reveal the
information to anyone else.
6
TRANSACTIONS WITH GOVERNMENT
It is Meadowbrooks intent to comply with all government laws, rules, regulations and contract
provisions.
Data submitted to a governmental agency must be truthful and accurate. Deviation from any
contract specifications, without prior written government authorization, is prohibited. Classified
information may not be solicited or possessed without government authorization.
Meadowbrooks associates or representatives may not offer or give anything of monetary value,
including gifts, gratuities, favors, entertainment, or loans, to an associate or representative of
a government agency with which Meadowbrook has or is seeking to obtain contractual or other
business or financial relations or that regulates any of its activities or operations.
FOREIGN MARKETING PRACTICES
The Foreign Corrupt Practices Act (FCPA) prohibits Meadowbrook and its associates from
promising, making, or offering to make, directly or indirectly, payments of money, products or
services to any foreign governmental official or governmental employee, to any foreign political
party, or to any official or candidate of a foreign political party if the purpose of the payment
is to help Meadowbrook obtain or retain business, to help Meadowbrook direct business to any person
or to influence the actions of such entities in their official capacity concerning a Meadowbrook
business venture. The FCPA also bars the making or offering of such payments through third-party
intermediaries. A violation of the FCPA subjects the associate and Meadowbrook to certain
penalties.
RETENTION AND ACCURACY OF RECORDS
Meadowbrook maintains a system for record creation, distribution, retention, storage,
retrieval and destruction of documents including:
A. | all records and documentation required by either federal or state law or any investigation or claim; | ||
B. | all records necessary to protect the integrity of the organizations compliance |
7
program and confirm its effectiveness, including: |
| documentation that associates were adequately trained; | ||
| reports from associates, including the nature and results of any investigation that was conducted; | ||
| documentation of corrective action, including disciplinary action taken and policy improvements introduced, in response to any internal investigation or audit; | ||
| modifications to the compliance program; and | ||
| results of Meadowbrooks auditing and monitoring efforts. |
All records relating to professional services, business transactions and other activities must
be prepared completely, legibly, accurately and truthfully. Such records may not be altered,
changed, removed or destroyed without prior authorization. Falsification of business or associate
records is prohibited.
All Meadowbrook payments and other transactions must be properly authorized and be accurately
and completely recorded. No false, incomplete or misleading entries or records shall be created.
Only legitimate corporate business related expenses are permitted. No undisclosed or unrecorded
corporate funds, accounts or assets shall be established for any purpose.
MISUSE OR MISAPPROPRIATION OF CORPORATE PROPERTY, SERVICES AND BENEFIT PROGRAMS
Associates must not misuse or misappropriate Meadowbrooks property or abuse the services or
benefits programs available to them. Associates are expected to use Meadowbrooks equipment and
materials (e.g. telephones, facsimile machines, computers, software, E-mail, photocopiers, and
office supplies) for proper business purposes; these items may not be used for personal gain or to
benefit persons or entities outside the corporation, although occasional personal use is permitted
with the approval of a supervisor. Equipment or other corporate property may not be removed from
Meadowbrooks premises without prior approval of a supervisor.
8
An associate is accountable for funds over which the associate has control. An associate must
maintain accurate records and abide by Meadowbrook policies concerning expenditures of corporate
funds for travel and other reimbursable expenses, and eligibility for benefits including sick
leave, disability payments and education.
Associates are required to provide complete and accurate information for proper underwriting
of their personal auto, home and other insurance policies. Under no circumstances should an
associate change, alter or in any way directly impact electronic or paper files or documents
regarding their personal or family members insurance coverages.
ELECTRONIC EQUIPMENT, SOFTWARE, DATA ACCESS, SECURITY AND USAGE
Computer passwords and security codes are unique to the individual and should not be shared,
transferred, or disclosed. However, Meadowbrook reserves the right to know all such passwords and
security codes and retains ownership of and access to all company systems and information on those
systems.
To protect against potential computer viruses and to assure compliance with all software
license terms, all software installed on Meadowbrook owned computers must be obtained through the
corporation. Software on company computers may not be installed, copied, accessed, or modified in
any way which violates Meadowbrooks licensing agreements. Each user must be aware of and abide by
the restrictions on the use of software.
Internet access should be limited to Meadowbrook business All associates must adhere to
Meadowbrooks Computer Policy, which is included in Meadowbrooks Associate Manual.
PREVENTION OF VIOLENCE IN THE WORKPLACE
Any act of violence, or any direct or indirect threat of violence, against a co-worker or any
other person by a Meadowbrook associate is prohibited. The possession of a weapon in the workplace
or on company property by an associate is prohibited.
It is every associates obligation to immediately report to the Vice President of Human
Resources any act or threat of violence that may affect the safety or security of the workplace.
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All associates must adhere to Meadowbrooks Safety Policy, which is included in
Meadowbrooks Associate Manual
DRUG AND ALCOHOL-FREE WORKPLACE
The unlawful manufacturing, distributing, dispensing, possessing or use of alcohol or a
controlled substance by an associate is prohibited. To violate this policy is to cause a hazardous
condition within the workplace.
Any associate who has a drug or alcohol related problem or has difficulty complying with this
policy should inform his or her supervisor, the Vice President of Human Resources or the Compliance
Officer.
ENVIRONMENT, HEALTH AND SAFETY
Meadowbrook and its associates will abide by all applicable environmental, health and safety
laws and regulations. An associate should report any condition that could create a hazard in the
workplace. If there are questions or concerns regarding compliance with these laws, an associate
should consult with your supervisor, the Vice President of Human Resources or the Compliance
Officer.
ANTI-MONEY LAUNDERING PROGRAM
The Patriot Act requires that financial service companies, such as, insurance companies,
establish an Anti-Money Laundering Program. The Act requires the Company implement a program which
includes: (1) development of internal policies, procedures and controls; (2) designation of a
compliance officer; (3) an on-going employee training program; and (4) an independent audit system
to test the program.
Meadowbrook is certainly committed to complying with all applicable anti-money laundering and
currency reporting laws. Moreover, Meadowbrook and its associates must avoid being used by persons
or entities whose purpose is to dispose of or hide the source, ownership or control of illicit
funds. To this end, Meadowbrook has developed a Money-Laundering Prevention Policy and related
procedures. All associates must comply with this policy.
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COMPLIANCE PROCEDURES
A. Monitoring and Auditing
Monitoring and auditing of Meadowbrooks operations will be undertaken on a periodic basis.
Associates and/or independent contractors will engage in these oversight activities. Reports will
then be presented to the Board of Directors or its designated committee.
If wrongdoing occurs, all reasonable steps will be taken to respond and to prevent it from
re-occurrence, including any necessary corrective actions and/or modifications to the compliance
program.
Periodically, Meadowbrooks compliance program will be reviewed to determine whether its
standards and procedures are current and complete and that its other elements are satisfactory and
effective in preventing and detecting wrongdoing.
B. Reporting Suspected Illegal or Unethical Activity
Any associate who, during the course of employment, learns of illegal or potentially illegal
conduct by others, including but not limited to any violation of this Code, or believes that he or
she has been requested or required to engage in an illegal or unethical act or an act which would
constitute a violation of this Code, must report that information promptly either to: 1) his or her
supervisor, who shall transmit the information to the Compliance Officer; or 2) directly to the
Compliance Officer. The report may be made anonymously. In addition, the report may be made
either by telephone, e-mail, letter or in person. Meadowbrook will not retaliate against an
associate for making a report of suspected
wrongdoing. However, filing a report which the associate knows to be false is prohibited and
subjects that associate to appropriate discipline.
C. Investigation
1. Upon receiving a report of illegal or potentially illegal or unethical conduct, the
Compliance Officer shall promptly:
a) | Determine whether the report merits investigation. | ||
b) | Conduct an investigation, if warranted. |
11
c) | Report to other members of management and the Audit Committee of the Board of Directors of Meadowbrook when appropriate. | ||
d) | If the complaint involves accounting, internal accounting controls, auditing matters or concerns regarding questionable accounting or auditing matters, the Compliance Officer shall report such complaint to the Audit Committee for further investigation. |
2. An investigation will be documented by:
a) | A written description of the conduct in question and the investigative process; | ||
b) | Copies of key documents and interview notes or summaries; and | ||
c) | The results of the investigation. |
4. The Compliance Officer will attempt to maintain confidentiality whenever possible.
D. Discipline
If, after investigation, it is determined that illegal or potentially illegal or unethical
conduct has occurred, the matter will be referred to appropriate management personnel for:
1. Discipline (i.e., reprimand, suspension, termination, etc.) of the wrongdoer(s) or
participants as determined by Meadowbrook.
2. Discipline of any associate who was aware of such wrongdoing, or who reasonably could have
prevented such wrongdoing.
E. Disclosure to Authorities
If it is determined that criminal activity has occurred, the Compliance Officer shall:
1. | Where warranted, report the activity to the appropriate governmental authorities (state and/or federal) within a reasonable time period. | ||
2. | Cooperate with these authorities to the extent required by law. | ||
3. | Remedy the matter, if applicable. |
12
F. Delegations
All management personnel will ensure that neither they nor their subordinates delegate
substantial discretionary authority to individuals who are known to have, or should be known to
have, a propensity to engage in illegal or unethical activities.
All management personnel are responsible on an ongoing basis for taking appropriate steps to
monitor compliance by their subordinates with the standards and procedures of the Code of Conduct.
Meadowbrook will comply with the hiring regulations of the Violent Crime Control Act of 1994.
G. Associate Education
Communication and on-going education activities will keep all associates updated and will
reemphasize compliance standards, ethics, rules, and procedures along with other business behaviors
needed to comply with this Code and with applicable laws and regulations. All educational and
training activities will be documented. These documents, and all compliance-related records
(including audit results), will be maintained in separate files by the Company.
WAIVERS
There shall be no waiver of any part of the Code, except by the appropriate members of
management, or in the case of an executive officer, by the Board of Directors or a designated
committee of the Board, which will ascertain whether a waiver is appropriate and ensure that the
wavier is accompanied by appropriate controls designed to protect Meadowbrook.
13
MEADOWBROOK INSURANCE GROUP
CODE OF CONDUCT
RECEIPT AND ACKNOWLEDGMENT
I have received and read Meadowbrook Insurance Groups Code of Conduct. I
understand it, I agree to comply with it and I understand that failure to do so will
lead to disciplinary action, up to and including termination of employment and
appropriate legal sanctions.
Print Name
Signature
Date