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All officers, directors and employees of Teachers Protective Mutual Life
Insurance Company (TPM) must be familiar with and adhere to this published Code
of Ethics. It is important for anyone dealing with TPM to be aware that such a
code is in place and that it is stringently enforced.
TPM Code of Business Conduct and Ethics
This code of Business Conduct and Ethics (the “Code”) applies to all officers,
directors and employees of TPM. All references in this Code to “you” and “we”
are intended to include such persons. This Code is a supplement to other TPM
policies and procedures.
This Code provides guidance on how to maintain TPM’s commitment to being ethical
in all of its business dealings. In all TPM matters, you must abide by the
ethics and compliance principles set forth in this Code, as well as all other
applicable corporate policies and procedures. Violations of the Code or other
policies are subject to disciplinary action, up to and including termination or
other corrective action in the case of Directors. In some cases, civil and
criminal penalties may also apply.
You are expected to know, understand, and comply with the policies set forth in
this Code. Accordingly, you should read the Code carefully to make sure you
understand all of the provisions, the consequences of not complying with it and
the importance of it to TPM’s continuing success. You will be required to sign
a statement of compliance annually, pledging that you have read and understand
this Code, and that you will abide by all of its provisions.
This Code cannot anticipate every possible situation or cover every topic in
detail. The central concept of the Code is to reaffirm TPM’s commitment to the
principles of ethical and lawful business conduct, and all of our business
decisions should be evaluated in this light. The business endeavors of TPM must
be conducted in accordance with the highest ethical and moral standards,
avoiding any activity or transaction that would be in or perceived to be in
contravention of the Law or ethical behavior. It is important for all of us to
remember that TPM’s overall success depends in large measure upon public
confidence in our integrity and principled business conduct, therefore your
ethical and legal obligations cannot be over-emphasized.
I. Conflicts of Interest
You owe a duty of loyalty and a duty of care to TPM. A conflict of interest
exists when your private interests interfere in any way with the interests of
TPM as a whole. A conflict of interest may arise when you take actions or have
personal interests that are incompatible with the interests of TPM or that may
make it difficult for you to perform your work objectively and effectively. The
basic principle to be observed is that your corporate position should not be
used to make personal profit. You are expected to exercise prudent judgment in
the interpretation of this Code and be alert to any situation that might be
subject to question.
Examples of Conflicts of Interest
A transaction involving an actual or apparent conflict of interest must be
avoided unless you receive prior approval of the transaction from the Board of
Directors. The following is a non –exhaustive list of typical conflicts of
interest which are prohibited unless the required prior approval is received:
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1. The direct or indirect acceptance of a commission, fee, expense payment,
gift, or other pecuniary benefit, other than modest gifts of common business
courtesy with de minimis value, from any source other than TPM on account of,
in connection with, or in any way related to any person or firm with whom TPM
has existing or potential business dealings or investment interests;
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2. The ownership or acquisition, either directly or indirectly, of a material
interest in any outside concern which does business with TPM or in any real or
personal property which TPM is purchasing, leasing, or selling, or on which TPM
is making or has an outstanding loan; and
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3. The holding of an office in, or the direct or indirect ownership of a
material interest in any competitor of TPM.
Company Opportunities
You may not use TPM property or information or your position with TPM for
personal gain. If you are presented with a business opportunity through the use
of TPM property or information or because of your position with TPM, and if
such opportunity is within TPM’s lines of business, then you must first present
the business opportunity to TPM before pursuing it in an individual capacity.
If TPM issues a written waiver of its right to pursue the business opportunity
and grants you written consent to pursue the business opportunity, you may do
so on the same terms and conditions originally proposed and consistent with the
other ethical guidelines established by this Code and TPM policies.
II. Integrity
You are required to act honestly and deal fairly and ethically in all of TPM’s
business relationships, whether with its policyholders, customers, suppliers,
competitors, or other TPM personnel. This requirement goes beyond mere
compliance with the law. You should not take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation
of material facts, or any other unfair or unethical practice.
Compliance
You must comply fully with this Code and all applicable federal, state
and local laws, rules and regulations that govern TPM’s business. Because the
laws that are applicable to TPM’s business are often very complex, and
penalties for violations can be severe, you should discuss any legal questions
that you may have with TPM’s President/CEO, who may refer your question on to
TPM legal counsel. If you suspect or become aware of a violation of law by a
TPM director, officer or employee, it is your responsibility to report this
immediately to TPM’s President/CEO, or the Chairman of TPM’s Board of
Directors’ Executive Committee.
TPM maintains a number of policies that are designed to assist employees in
complying with applicable law in the conduct of TPM’s business. These are
described in other written materials available to you.
Bribery and Other Improper Payments
TPM must maintain high ethical and professional standards in dealings
with government officials and members of the private sector. Accordingly, you
must not, on behalf of TPM, directly or indirectly promise, offer or make
payment in money or anything of value to anyone, including any government
official, agent, or employee of any government, political party, with the
intent to induce favorable business treatment or to improperly affect business
or government decisions. This prohibition does not restrict your individual,
personal right to make lawful contributions of your own funds to any
organization or political candidate you wish.
Full, Fair, Accurate, Timely and Understandable Disclosure
It is TPM’s policy to make full, fair, accurate, timely and understandable
disclosure in compliance with all applicable laws and regulations in all
reports and documents that TPM files with, or submits to, applicable regulatory
bodies and in all other public communications made by TPM.
III. Protection of Company Assets
Company Assets
You must protect TPM’s assets and ensure their efficient and appropriate use.
Theft, carelessness and waste have a direct impact on TPM’s profitability. All
TPM’s assets must be used in accordance with applicable TPM policies and
procedures.
Corporate Information Management
Information systems activity has become an integral part of all business and
administrative processes at TPM and is to be conducted in a secure environment.
As such, the confidentiality, security, reliability and integrity of the
associated data, processes and systems are of vital importance. TPM’s Privacy
and Security Policies and Procedures manual and ePHI Security Policies and
Procedures manual set forth the guiding principles for ensuring such security,
reliability and integrity.
Confidentiality
You may have access to extensive files of information regarding
policyholders, customers, brokers, suppliers, employees and consultants. Much
of this information is confidential and we have an obligation to keep it that
way. In this regard, information about our policyholders is particularly
sensitive. They must be able to trust that we will treat such information with
care and not disclose it except as may be required or permitted by law.
IV. Enforcement of the Code
Reporting of Violations
If you have knowledge or suspicion of a violation of this Code, you must
immediately report it to TPM’s President/CEO or the Chairman of TPM’s Board of
Directors’ Executive Committee. You may report it anonymously if you choose.
Any reported violations or suspected violations of the Code involving any
accounting, internal accounting controls or auditing matters relating to TPM
should be reported to the Board of Directors’ Audit Committee Chairman.
TPM will not permit retaliation for reports made in good faith.
Investigation of Reported Violations
Investigations of reported violations of the Code shall be at the direction of
TPM’s President/CEO or the Chairman of TPM’s Board of Directors’ Executive
Committee. After such investigation, the President/CEO will make
recommendations, if any, to the Board of Directors. The Chairman of the Audit
Committee shall be notified of the facts and recommendations associated with
any investigation of any TPM officer, director or employee for violations of
the Code.
Disciplinary Action of Noncompliance
TPM intends to use every reasonable effort to prevent the occurrence of conduct
not in compliance with this Code and to halt any such conduct as soon as
reasonably possible after its discovery. TPM personnel who violate this Code or
other TPM policies and procedures may be subject to disciplinary action up to
and including termination or other corrective action in the case of Directors.
In appropriate circumstances, TPM may pursue civil remedies or seek criminal
prosecution.
Waivers of Code Violations
Waivers of violations of the Code by directors or executive officers must
receive approval of the Board of Directors. All other waivers of violations of
the Code must be approved by the President/CEO of TPM or his/her designee and
reported to the Board of Directors on an informational basis.
Annual Certificate of Compliance
You will be required to complete a certification upon first accepting a
position with TPM and annually thereafter, acknowledging your understanding of,
and compliance with, this Code.
Publication of the Code
This Code shall be published on the intranet maintained by TPM for its
employees, as well as on TPM’s internet website.
V. No Rights Created
This Code is a statement of fundamental principles and procedures that govern
the conduct of TPM’s business. It is not intended to and does not in any way
constitute an employment contract or an assurance of continued employment or
otherwise create any rights in you.
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