Code of Business Conduct and Ethics
This Code of Business Conduct and
Ethics covers a wide range of business practices and procedures. It does not
address every situation that may arise, but it sets forth basic principles to
guide you. We expect all of the directors, officers, employees, representatives
and agents of Investors Title Company and its subsidiaries (collectively, the
"Company") to conduct themselves according to this Code and to seek
to avoid even the appearance of improper behavior.
If a law conflicts with this Code,
always comply with the law; however, if a local custom or policy conflicts with
this Code, you must comply with the Code. If you have any questions about such
a conflict, discuss the situation with your supervisor.
Anyone who violates this Code will be
subject to disciplinary action up to and including dismissal. If you are in or
if you observe a situation that you believe is or may lead to a violation of
the Code, follow the guidelines set forth in Sections 13 and 14 below.
1. Compliance with Laws, Rules and
Regulations
Obeying the law, both in letter and
in spirit, is one of the foundations on which the Company's ethical standards
were built. We expect all of our employees to obey the laws of the cities and
states in which we do business. Perceived pressures from supervisors and
demands due to business conditions are no excuse for violating the law. Seek
advice from your supervisor or other appropriate person if you have any
questions about whether you are in compliance with applicable laws and
regulations.
2. Conflicts of Interest
A conflict of interest exists when a
person's private interests interfere with the Company's interests. For example,
a conflict of interest may arise when an employee, officer or director takes an
action or has an interest that could make it difficult for him to perform his
job for the Company effectively and objectively. A conflict of interest may
also arise when an employee, officer or director, or a member of his or her
family, receives an improper personal benefit as a result of his or her
position with the Company.
There is usually a conflict of
interest when a Company employee also works for a competitor, supplier or
customer. To avoid such conflicts, employees are prohibited from working for or
serving as a director of any of our competitors, suppliers or customers. You
should try to avoid any business connection, whether direct or indirect, with
our competitors, suppliers and customers unless such connection is made on the
Company's behalf.
The offer or acceptance of
entertainment or gifts in a business setting may also result in a conflict of interest,
regardless of good intentions. Company employees and their family members
should not accept any gift or entertainment in a business context unless (1) it
is not a cash gift, (2) it is not excessive in value, (3) it is consistent with
customary business practices, (4) it cannot be construed as a bribe or payoff
and (5) it does not violate any laws or regulations. Furthermore, Company employees
should not offer any gift or entertainment in the business context if it could
be construed as a bribe or payoff, or if it is in violation of any laws or
regulations. If you are uncertain whether a gift or entertainment is
appropriate, discuss it with your supervisor.
It is our policy that conflicts of
interest are prohibited unless approved by the Board of Directors. For more
information, please refer to our Conflict of Interest Policy.
3. Insider Trading
“Insider trading” is prohibited.
Employees, officers and directors may not trade in (or even recommend) Company
stock while in possession of inside information. "Insider trading" is
the purchase or sale of a publicly traded security while in possession of important
non-public information about the issuer of the security. Such information
includes, for example, nonpublic information on Company earnings, financial
forecasts, significant gains or losses of business or major financing developments.
The securities laws prohibit insider trading, as well as "tipping,"
which is communicating such information to anyone who might use it to purchase
or sell securities. When in doubt, information obtained as an
employee, officer or director of the Company should be presumed to be important
and not public. For more information, please refer to our Insider Trading and
Tipping Policy.
4. Corporate Opportunities
Employees, officers and directors owe
a duty to the Company to act in its best interests and advance its legitimate
interests when the opportunity arises. Employees, officers and directors may
not take for themselves opportunities they discover through the use of Company
information, property or position without the prior consent of the Board of
Directors. Employees may not compete with the Company, directly or indirectly,
and they may not use Company property, information or position to obtain an
improper personal gain.
5. Competition and Fair Dealing
We seek to outperform our competitors
and build long term relationships with our customers through honesty, integrity
and superior performance. All of our advertising and marketing materials are truthful
and accurate. Deliberately misleading statements, false claims and the omission
of material facts by our employees are unacceptable.
We only obtain business legally and
ethically. Bribes and kickbacks are not
acceptable. Our employees may not use illegal or unethical means of obtaining
information about our competitors. Stealing proprietary information, possessing
trade secrets that were obtained without the owner's consent, and inducing
former or current employees of our competitors to make such disclosures is strictly
prohibited.
To maintain our reputation,
compliance with this policy is essential. If you believe that you may have obtained
confidential information or trade secrets of another company by mistake, or
have any questions about the legality of methods of marketing or obtaining
information, you should discuss the situation with your supervisor immediately.
6. Discrimination and Harassment
The Company is firmly committed to
providing equal opportunity in all aspects of employment. Employment decisions
are based on business reasons, such as talent, qualifications and achievements,
and will comply with local and national employment laws. Our employees are
expected to treat each other with respect and fairness at all times. For more
information, please refer to your Employee Handbook.
7. Health and Safety
The Company strives to provide you
with a safe and healthful working environment and asks that you help maintain
this environment by following safety and health rules and practices. You should
immediately report accidents, injuries, and unsafe equipment, practices or
conditions to a supervisor.
Violence and threatening behavior are
not permitted. In order to protect the safety of our employees, customers and
guests, every employee is expected to report to work in condition to perform
their duties and free from the influence of illegal drugs or alcohol. The use
of illegal drugs and alcohol in the workplace will not be tolerated. For more
information, please refer to your Employee Handbook.
8. Accounting and Public Financial
Reporting
Employees will act honestly and
ethically. The Company requires honest and accurate record-keeping and
information reporting in order to make responsible business decisions. All
financial records and accounts must accurately reflect all transactions and
events and conform to applicable accounting principles and the Company's system
of internal controls. No false or artificial entries may be made and all
payments made may be used only for the purpose indicated in the supporting
documentation.
Many employees regularly use expense
accounts and Company credit cards. These must be documented and recorded
accurately. If you are not sure whether an expense is legitimate, ask your supervisor
or the Accounting Department.
All business records and
communications should be clear, truthful and accurate. Business records and communications
often become public; therefore, you should avoid exaggeration, colorful
language, guesswork and derogatory remarks or characterizations of people and
companies. This applies to all internal or external communications, including
email, internal memos, formal reports and telephone communications. Records
should always be retained or destroyed according to the Company's record retention
policies. For more information, please refer to the Electronic Communications
and Software Policy.
As a public company, the Company is
committed to, and expects the persons covered by this code to promote, full,
fair, accurate, timely, and understandable disclosure in the reports and
documents that the Company files with, or submits to, the Securities and
Exchange Commission and other regulatory authorities and in press releases and
other public communications made by the Company. Personnel with accounting or
financial reporting responsibilities bear a special responsibility in this
respect. In order to promote accurate financial disclosures to the public,
directors, officers and employees must not make any materially false or
misleading statements to an outside auditor or accountant of the Company in connection with the
conduct of any audit, review or communication required by laws or regulations.
Directors, officers and employees are
prohibited from taking any action to mislead, fraudulently influence,
manipulate or coerce any outside auditor or accountant engaged in the
performance of an audit required by laws or regulations. Types of conduct that
could constitute improper influence include, directly or indirectly:
• intentionally
providing an auditor or accountant with materially inaccurate or misleading statements
or analysis;
• intentionally
failing to provide any material fact in connection with the conduct of any audit,
review, or communications required by laws and regulations;
• influencing
an outside auditor or accountant to issue or reissue a report on the Company’s
or its insurance company subsidiaries’ financial statements that is not
warranted in the circumstances, due to material violations of statutory
accounting principles, generally accepted auditing standards or other
professional regulatory standards;
• influencing
an outside auditor not to perform audit, review or other procedures required by
generally accepted auditing standards or other professional standards;
• improperly
influencing an outside auditor or accountant not to withdraw an issued report;
or
• influencing
an outside auditor or accountant not to communicate appropriate matters to the Audit
Committee of the Board of Directors.
9. Confidentiality
Employees may not disclose the
Company's confidential information except to another person with a legitimate
business need to know or except as required by applicable laws and regulations.
Confidential information includes, but
is not limited to, business, marketing and service plans, engineering ideas,
designs, databases, records, salary information, unpublished financial data and
reports, and intellectual property such as trade secrets, patents, trademarks
and copyrights. We must protect confidential customer and supplier information
as carefully as we protect our own by marking confidential information as such,
keeping the information secure, and limiting access to those who
need to know in order to do their
jobs. The obligation to protect confidential information continues even after
your employment with the Company has ended. For more information, please refer
to the Confidentiality of Company Information policy and the Electronic
Communications and Software Policy.
10. Protection and Use of Company
Assets
Employees have a responsibility to
protect the Company's assets from theft, carelessness and waste, as these have
a direct negative impact on the Company's profitability. Company equipment
should not be used for non-Company business, although incidental personal use
is permitted. Any suspected incident of theft or fraud should immediately be
reported to a supervisor for investigation.
11. Communications with or Payments
to Government Personnel or Agencies
All communications made by the
Company’s employees to government officials must be truthful. Employees
interacting with officials should deal strictly with facts. When dealing with
governments in any capacity, we must take special care to comply with all legal
and contractual obligations. The U.S. Foreign Corrupt Practices Act prohibits
giving anything of value, directly or indirectly, to any foreign government
official or political candidate in order to obtain or retain business.
Furthermore, this Act prohibits anyone from making illegal payments to
government officials of any country.
12. Waivers or Amendments
Only the Board of Directors or a
committee of the Board of Directors may waive the application of any part of
this Code to an officer or director or approve an amendment to this Code. Such
a waiver or amendment must be promptly disclosed pursuant to applicable laws
and stock exchange regulations.
13. Reporting Violations of the Code
Persons covered by this Code must
promptly report any violation or potential violation of this Code, including
observed illegal or unethical behavior. If you are in doubt as to whether a
violation has occurred or about the best course of action, we encourage you to talk
to a supervisor.
Reports of violations or potential
violations of this Code with respect to questionable accounting, auditing or
financial reporting matters should be reported in accordance with the
procedures set forth in the Company’s Employee Complaint Policy for Auditing
and Accounting Matters. All other violations or potential violations of this
Code should be reported to the Company’s Vice President – Audit Director for
investigation under the direction and oversight of the Chief Executive Officer,
Board of Directors or a Committee of the Board of Directors as appropriate.
We would prefer you identify yourself
to facilitate our investigation of any report. However, you may choose to
remain anonymous. If you identify yourself to the recipient of your report, but
request that your identity be kept confidential, we will use reasonable efforts
to protect your identity. The Company does not permit or tolerate any kind of
retaliation against employees, officers or directors for good faith reports of
violations of this Code.
We will also use reasonable efforts
to protect the identity of the person about or against whom an allegation is
brought, unless and until it is determined that a violation has occurred. Any
person involved in any investigation in any capacity of a possible misconduct
must not discuss or disclose any information to anyone outside of the
investigation unless required by law or when seeking his own legal advice, and
is expected to cooperate fully in any investigation.
Any use of these reporting procedures
in bad faith or in a false or frivolous manner will be considered a violation
of this Code. Further, you should not use the Company's reporting procedures
for personal grievances or other matters not involving this Code.
Persons covered by this Code are
expected to cooperate fully in the Company's investigation of complaints.
14. Compliance Procedures
In some situations, it is difficult
to know whether the Code is being or will be violated. Since we cannot
anticipate every situation that may arise and address it in this Code, the
following guidelines will assist you in evaluating whether the Code is being or
will be violated:
Make sure you have all of the facts. You should be as fully informed as
possible in order to make the right decision.
Ask yourself whether what you are
being asked to do seems unethical or improper. This will enable you to focus on the
issue you are facing and the alternatives that are available to you. Remember
to use your common sense. If something seems to be unethical or improper, it
probably is.
Clarify your role and responsibility. In many situations, there is shared
responsibility. If your coworkers are informed about the situation, it may be
helpful to discuss it with them.
Discuss the situation with your
supervisor. Often,
your supervisor will be more knowledgeable about the issue and will appreciate
being brought into the decision-making process. Keep in mind that it is your
supervisor's job to help solve problems. If you do not feel comfortable
speaking to your supervisor, talk to another member of management.
Ask first and act later. If you are unsure of what to do in a
certain situation, always seek guidance before you take action.
Report violations in confidence and
without fear of retaliation. If a situation requires that your identity be kept a secret, your
anonymity will be protected. The Company does not permit or tolerate any kind
of retaliation against employees for good faith reports of illegal activities
or ethical violations by others.
Disclosure Regarding Amendment to Code
of Business Conduct and Ethics
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