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Code of Business Conduct and Ethics
 Introduction
This Code of Business Conduct and Ethics (this "Code") shall apply to all
directors, officers, and employees of AmCOMP Incorporated (the "Company") and is designed to
provide guidance regarding the Company's standards of integrity and business conduct. Every
director, officer and employee of the Company is expected to adhere to the principles and
procedures set forth herein. The purpose of this Code is to promote:
- Honest and ethical conduct, including fair dealing and the ethical handling of actual or
apparent interest between personal and professional relationships;
- Conducting business with professional competence and integrity;
- Full, fair, accurate, timely and understandable disclosure;
- Compliance with applicable laws, rules and regulations;
- Prompt reporting of violations of this Code; and
- Accountability for adherence to this Code and to deter wrongdoing.
If a law conflicts with a policy in this Code, you must comply with the
law. If you have any questions about these conflicts, you should ask your supervisor how to handle
the situation.
Those who violate the standards in this Code will be subject to
disciplinary action, up to and including termination of employment.
1. Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation on which
this Company's ethical standards are built. All directors, officers and employees must respect and
obey the laws, rules and regulations of the cities, states and countries in which we operate. It is
the personal responsibility of each individual to adhere to the standards and restrictions imposed
by those laws, rules and regulations. Any director, officer or employee who is unfamiliar or
uncertain about the legal rules involving the Company's business conducted by him or her should
consult with higher levels of management or the Company's Chief Operating Officer before taking any
actions that may jeopardize the Company or that individual.
2. Professional Competence and Integrity
The Company is committed to deliver professional services in accordance
with its policies and relevant technical and professional standards, to meet its contractual
obligations, and to uphold its name and reputation.
3. Conflicts of Interest
A "conflict of interest" exists when a person's private interest
interferes in any way with the interests of the Company. A conflict situation can arise when a
director, officer or employee takes actions or has interests that may make it difficult to perform
his or her Company work objectively and effectively. Conflicts of interest may also arise when a
director, officer or employee, or members of his or her family, receives improper personal benefits
as a result of his or her position in the Company. Loans to, or guarantees of obligations of,
employees and their family members may create conflicts of interest.
It is almost always a conflict of interest for a Company employee to work
simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor
as a consultant or board member. The best policy is to avoid any direct or indirect business
connection with our customers, suppliers or competitors, except on our behalf. Conflicts of
interest are prohibited as a matter of Company policy, except under guidelines approved by the
board of directors of the Company (the "Board"). Conflicts of interest may not always be clear-cut,
so if you have a question, you should consult with higher levels of management. Any employee,
officer or director who becomes aware of a conflict or potential conflict should bring it to the
attention of a supervisor, manager or other appropriate personnel.
4. Related-Party Transactions
A related-party transaction is a business deal or arrangement between two
parties who are joined by a special relationship prior to the deal. For example, a business
transaction between a major stockholder and the Company, such as a contract for the stockholder's
company to perform renovations to the Company's offices, would be deemed a related-party
transaction. Public companies are required to disclose certain transactions with related parties
such as executives, associates and their family members in their Annual Report on Form 10-K. While
the great majority of related-party transactions are perfectly normal, the special relationship
inherent between the involved parties creates potential conflicts of interest which can result in
actions which benefit the people involved as opposed to the stockholders.
Related-party transactions are prohibited as a matter of Company policy,
except under guidelines approved by the board of directors of the Company (the "Board"). All
related-party transactions must be approved in advance by the Audit Committee.
5. Insider Trading
Directors, officers, and employees who have access to confidential
information are not permitted to use or share that information for stock trading purposes or for
any other purpose except the conduct of our business. All non-public information about the Company
should be considered confidential information. To use non-public information for personal financial
benefit or to "tip" others who might make an investment decision on the basis of this information
is not only unethical, but also illegal. If you have any questions, please consult the Chief
Operating Officer.
6. Corporate Opportunities
Directors, officers and employees are prohibited from taking for
themselves personally (or directing to a third party) opportunities that are discovered through the
use of corporate property, information or position without the consent of the Board. No director,
officer or employee may use corporate property, information, or position for improper personal
gain, and no director, officer or employee may compete with the Company directly or indirectly.
Directors, officers, and employees owe a duty to the Company to advance its legitimate interests
when the opportunity to do so arises.
7. Competition and Fair Dealing
We seek to outperform our competition fairly and honestly. Obtaining
illegally proprietary information, possessing trade secret information that was obtained without
the owner's consent or inducing such disclosures by past or present employees of other companies is
prohibited. Each director, officer or employee should endeavor to respect the rights of and deal
fairly with the Company's customers, suppliers, competitors and employees. No director, officer, or
employee should take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any other intentional unfair-dealing
practice.
The purpose of business entertainment and gifts in a commercial setting is
to create good will and sound working relationships, not to gain unfair advantage with customers.
No gift or entertainment should ever be offered, given, provided or accepted by any director,
officer or employee, family member of the individual or agent unless it: (1) is not a cash gift,
(2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be
construed as a bribe or payoff and (5) does not violate any laws or regulations. Please discuss
with your supervisor any gifts or proposed gifts that you are not certain are appropriate.
8. Discrimination and Harassment
The diversity of the Company's directors, officers, and employees is a
tremendous asset. We are firmly committed to providing equal opportunity in all aspects of
employment and will not tolerate any illegal discrimination or harassment of any kind. Examples
include derogatory comments based on racial or ethnic characteristics and unwelcome sexual
advances.
9. Health and Safety
The Company strives to provide each employee with a safe and healthy work
environment. Each employee has responsibility for maintaining a safe and healthy workplace for all
employees by following safety and health rules and practices and reporting accidents, injuries and
unsafe equipment, practices or conditions.
Violence and threatening behavior are not permitted. Directors, officers,
and employees should report to work in condition to perform their duties, free from the influence
of illegal drugs or alcohol.
10. Record-Keeping
The Company requires honest and accurate recording and reporting of
information, including time sheets, sales records and expense reports, in order to make responsible
business decisions. For example, only the true and actual number of hours worked should be
reported.
Many directors, officers and employees regularly use business expense
accounts, which must be documented and recorded accurately. If you are not sure whether a certain
expense is legitimate, ask your supervisor or your controller.
All of the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the Company's transactions and
must conform both to applicable legal requirements and to the Company's system of internal
controls. Unrecorded or "off the books" funds or assets should not be maintained unless permitted
by applicable law or regulation.
Business records and communications often become public, and we should
avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and
companies that can be misunderstood. This applies equally to e-mail, internal memoranda, and formal
reports. Records should always be retained or destroyed according to the Company's record retention
policies. In accordance with those policies, in the event of litigation or governmental
investigation please consult the Legal Department.
11. Confidentiality
Directors, officers and employees must maintain the confidentiality of
confidential information entrusted to them by the Company or its customers and suppliers, except
when disclosure is authorized by the Legal Department or required by laws or regulations.
Confidential information includes all non-public information that might be of use to competitors,
or harmful to the Company or its customers and suppliers, if disclosed. It also includes
information that suppliers and customers have entrusted to us. The obligation to preserve
confidential information continues even after employment ends.
12. Protection and Proper Use of Company Assets
All directors, officers and employees should endeavor to protect the
Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct
impact on the Company's profitability. Any suspected incident of fraud or theft should be
immediately reported for investigation. Company equipment should not be used for non-Company
business, though incidental personal use may be permitted.
The obligation of directors, officers and employees to protect the
Company's assets includes its proprietary information. Proprietary information includes
intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as
business, marketing and service plans, engineering and manufacturing ideas, designs, databases,
records, salary information and any unpublished financial data and reports. Unauthorized use or
distribution of this information would violate Company policy. It could also be illegal and result
in civil or even criminal penalties.
13. Payments to Government Personnel
The U.S. Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political candidates in
order to obtain or retain business. It is strictly prohibited to make illegal payments to
government officials of any country.
In addition, the U.S. government has a number of laws and regulations
regarding business gratuities that may be accepted by U.S. government personnel. The promise, offer
or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in
violation of these rules would not only violate Company policy but could also be a criminal
offense. State and local governments, as well as foreign governments, may have similar rules. The
Legal Department can provide guidance to you in this area.
14. Disclosure
Each director, officer or employee involved in the Company's disclosure
process, including the Chief Executive Officer and all senior financial officers, including the
chief financial officer and principal accounting officer, is required to be familiar with and
comply with the Company's internal reporting practices. This includes the Company's disclosure
controls and procedures and internal controls over financial reporting, to the extent relevant to
his or her area of responsibility. Additionally, such persons must ensure that the Company's public
reports and documents comply in all material respects with the applicable federal securities laws.
Supervisory personnel should, to the extent appropriate within his or her area of responsibility,
consult with other Company officers and employees and take other appropriate steps regarding these
disclosures with the goal of making full, fair, accurate, timely and understandable disclosure.
Each director, officer or employee who is involved in the Company's
disclosure process must:
- Familiarize himself or herself with the disclosure requirements applicable to the Company as
well as the business and financial operations of the Company;
- Not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others,
whether within or outside the Company, including to the Company's independent auditors,
governmental regulators and self-regulatory organizations; and
- Properly review and critically analyze proposed disclosure for accuracy and completeness (or,
where appropriate, delegate this task to others).
15. Reporting any Illegal or Unethical Behavior
Directors, officers and employees are required to talk to supervisors,
managers or other appropriate personnel about observed illegal or unethical behavior and when in
doubt about the best course of action in a particular situation. Failure to report such existing or
potentially wrongful behavior is itself a violation of this Code. It is the policy of the Company
not to allow retaliation for reports of misconduct by others made in good faith by employees.
Directors, officers and employees are expected to cooperate in internal investigations of
misconduct.
The Board shall take all appropriate action to investigate any reported
violations of this Code. If a violation has occurred, the Company will take such appropriate
disciplinary or preventive action, after consultation by the Board, in the case of director or
officer, or the Audit Committee, or another committee of the Board, in the case of any other
employee.
16. No Retaliation
The Company is committed to protecting individuals against retaliation.
The Company will not tolerate any retaliation against any person who provides information in good
faith to a Company or law enforcement official concerning a possible violation of any law,
regulation or this Code. Any director, officer or employee who violates this rule may be subject to
civil, criminal and administrative penalties, as well as disciplinary action, up to and including
termination of employment.
17. Amendments and Waivers of the Code of Business Conduct and Ethics
This Code may be amended or modified only by the Board. Any waiver of this
Code for executive officers or directors may be made only by the Board or a Board committee and
will be promptly disclosed as required by law or Nasdaq Stock Market regulation. |
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