Ethical Code of Conduct
All Catlin people are required to act according to the Catlin Code of Ethical Conduct.
Code of Ethical Conduct
The Catlin Group companies (“Catlin” or “Group”) strive to conduct their affairs in a fair, proper and ethical manner and in compliance with applicable laws, regulations and professional standards. Catlin expects its employees to conduct themselves in a manner which reflects the highest ethical standards, with a personal commitment to compliance with all applicable laws and regulations. Catlin employees will be judged not only on the results they achieve, but also on the means by which they achieve them.
Catlin will not tolerate unfair, immoral, improper, unethical or illegal conduct, either for individual gain or for Group advantage. Violation of this code of conduct may result in disciplinary procedures, as described in employee handbooks, up to and including dismissal.
Relationship with employment agreements, law and regulation
This code is an integral part of employment at Catlin. It is meant as a broad statement of our commitment to ethical behaviour, and must be viewed in the context of employment agreements and the legal and regulatory requirements that apply to employment and to Catlin’s business activities. It is the responsibility of all Catlin employees to understand the regulations that apply to their activities and faithfully abide by both their letter and their spirit. Questions regarding legal and regulatory requirements should be addressed either to the employee’s supervisor or Compliance staff.
In case of conflict between this code’s provisions and an employee handbook, a contract of employment, or an applicable law or regulation, the latter sources will prevail.
Conflicts of interest
No employee should be subject to, or appear to be subject to, influences, interests or relationships that conflict with his duties as a Catlin employee. If an employee is placed in a position of possible conflict of interest, or if he is unsure whether such a conflict may exist, the employee should make a full disclosure of the situation to his manager.
No employee may hold any other position in a business or professional enterprise without prior written agreement from the company.
Gifts and hospitality
Catlin expects its employees to exercise discretion and good judgment to ensure that their business decisions are based solely on the best interests of the Group and its shareholders, and are fair to its clients and other business partners. Any business courtesy extended or given to an employee or any member of his family must not influence, or appear to influence, the outcome of his decisions. A business courtesy may include, but is not limited to, such items as gifts, meals, accommodation, tickets and all other forms of hospitality.
It is recognised that the exchange of courtesies with those with whom Catlin has a normal business relationship (routine business meals, for example) is appropriate in the ordinary course of business. A good rule of thumb is that an employee should neither extend nor accept any business courtesy whose value is greater than what he would be willing to pay from his own pocket without reimbursement from the Group.
Any business courtesy that would not be considered ‘routine,’ may not be accepted without the prior approval of the chief executive of the relevant hub or the Group chief executive. Gifts of cash or securities can never be accepted.
If any employee is unsure at any time whether hospitality or a gift is appropriate, he should seek advice from the Compliance Officer or the Group Compliance Officer. Compliance Officers must keep a record of reports, queries and advice given.
You must take particular care when offering gifts or hospitality to public officials since some jurisdictions have strict rules against doing so, even where the value is modest. Make sure you check before you do so.
The Bribery and Corruption Policy contains supplementary policy and guidance regarding gifts and hospitality.
Making or receiving improper payments of any kind, directly or indirectly, by any employee is strictly prohibited. An improper payment is a payment which a reasonable person would consider to be designed to influence, to be unethical or to be illegal. See the Bribery and Corruption Policy for the detailed policy.
As a general rule, and unless specifically authorised to do so in the course of their duties, employees must not disclose information about Catlin or its business which is confidential and not in the public domain. This stricture applies even after an employee has left the Group. If employees are in doubt as to whether information is confidential or not, they should confer with their manager or err on the side of caution and not disclose or discuss it.
Employees must be aware of laws and rules governing the communication of information that could impact the price of Catlin shares (‘inside information’). More specific information is available in the employee handbooks under the heading “Inside Information”. To avoid any appearance of insider dealing or market abuse offences, employees must at all times comply with the provisions of the Group’s Share Dealing and Inside Information guidelines, in addition to applicable law. If an employee has further questions, he should contact the Group Compliance Officer or the Group General Counsel.
Employees must respect the confidentiality of information that might be obtained in the course of their duties. Such information should be used solely for the purpose that it has been made available to the employee or to the Group.
While employees might, in the normal course of business, communicate certain appropriate information about the Group to their business contacts, employees are not allowed to make comments or disclosures about the Group to the media, market analysts or the general public without the permission of the Head of Investor Relations, Head of Communications or the Group Chief Executive.
Employees must be aware of and comply with the obligations imposed by this code. They should seek advice if they have any questions. They must report any concerns regarding potentially illegal, unethical or improper conduct by other Catlin employees or business partners.
The Catlin Group Policy on Whistleblowing sets out a procedure whereby employees can safely report matters of concern. All reports of or enquiries into conduct that might be considered to be unethical, dishonest or illegal will be properly investigated and appropriate corrective actions taken. Such reports, as well as requests for clarification or questions of any type pertaining to the code of ethical conduct, may be directed to any of the following:
- Any director of the applicable operating company
- Group Compliance Officer, Lorraine Mullins
- Group General Counsel, Daniel Primer
- Head of Group Internal Audit, David Alexander
- Chief Risk Officer, Janet Nelson
- Any other member of the Group Executive Committee (Stephen Catlin, Paul Brand, Paul Jardine, Andrew McMellin, Benji Meuli and Rich Banas)
- The chairman of the Audit Committee, Nick Lyons
Catlin has a responsibility to its employees to create a working environment that supports and encourages honest, proper and ethical behaviour. Managers have a responsibility to ensure that all employees are aware of and understand the implications of this code of conduct.
The Group will investigate any allegations of unethical or improper conduct and, where necessary, take appropriate corrective and/or disciplinary action against the individuals responsible.
In addition to this code of conduct, Catlin has issued related policies and procedures with which the employee must be familiar. These include:
- Bribery and Corruption Policy
- Share Dealing Guidelines
- Inside Information Policy and Procedures
- Whistle Blowing Policy
- Fraud Prevention Policy
- Anti-Money Laundering Policy
- Document Retention Policy
- Broker Remuneration Guidelines
- Health and Safety Policy
- Other policies included in the employee handbooks.
These and other Group polices and procedures can be found in employee handbooks or Catwalk, the employee intranet, under About Catlin, Corporate Governance.
Endorsement by Board of Directors
The Catlin Group Board of Directors has approved this code of conduct as a statement of the operating environment in which they expect the business of the Group to be conducted. The Directors further commit to comply with the principles and the particulars contained in the code as they execute their responsibilities as Directors.
Adopted by the Board of Directors on 25 May 2005.
Updated July 2011.