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Code Of Business Conduct And Ethics


 

FIRST INVESTORS FINANCIAL SERVICES, INC.

AND ITS SUBSIDIARIES

(the "Company")

 

CODE OF BUSINESS CONDUCT AND ETHICS

 

Adopted: April 28, 2004

Revised July 15, 2013

 

INTRODUCTION

 

            The Company has a long-standing commitment to conduct our business in compliance with all applicable laws and regulations and in accordance with the highest ethical principles.  Among our guiding principles are honesty, integrity, and quality in all that we do. This Code of Business Conduct and Ethics (the "Code") has been approved by the Board of Directors and provided to our employees in order to assist them in meeting our legal and ethical obligations and to promote:

 

·                 Honest and ethical conduct in all of our business dealings, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

                                                  

·                 Full, fair, accurate, timely and understandable disclosure in all reports and documents filed by the Company with, or submitted to, the Securities and Exchange Commission and in other public communication made by the Company;

 

·                 Compliance with applicable governmental rules and regulations; and

 

·                 Avoidance of conflicts of interest, including disclosure to the person(s) identified below of any material transaction or relationship that reasonably could be expected to give rise to a conflict.

 

This Code is applicable to all Company’s employees (including all full and part-time employees and certain persons that provide services on our behalf, such as agents), officers (including, but not limited, to the Chief Executive Officer, Chief Financial Officer, Treasurer, Controllers, Finance Managers and any other employees performing similar functions) and directors (Company’s officers and directors also collectively referred herein as “Senior Officers”). As used in this Code, unless the context otherwise requires, references to the “Company” shall mean First Investors Financial Services Group, Inc. and all of its controlled subsidiaries, whether domestic or foreign, and references to the “Board” or “Board of Directors” shall mean the Board of Directors of First Investors Financial Services Group, Inc. 

 

This Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees of the Company.  All of our employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior.  If a law conflicts with a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with this Code.  If any aspect of this Code is unclear to you, or if you have any questions or face dilemmas that are not addressed, you should ask your supervisor, manager or other appropriate personnel how to handle the situation.  Because this Code discusses both our legal and ethical responsibilities, non-compliance with certain aspects of this Code could result not only in disciplinary action, up to and including termination, but may also subject the individual offender and the Company to civil and/or criminal liability.

 

If you are in, or aware of, a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 19 of this Code.

 

As required by law, rule, or regulation, this Code shall be made available to the public.

 

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 employees must respect and obey all applicable laws, rules and regulations of each city, state, and country in which we operate. Although not all employees are expected to know the details of all of these laws, it is important to know enough to determine when to seek advice from supervisors, managers, or other appropriate personnel.

 

2.         CONFLICTS OF INTEREST

 

A "conflict of interest" exists when a person's private interest interferes in any way with the interests of the Company as a whole.  A conflict situation can arise when an employee, officer, or director 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 an employee, officer or director, 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 of the Company.  The best policy is to avoid any direct or indirect business connection with the Company's customers, suppliers, or competitors, except on the Company's behalf.  Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors. 

Employees may not:

·         Work for or provide advice to competitors, suppliers or customers.

·         Run “side businesses” that compete with, sell to or buy from the Company.

 

That being said, it is the policy of the Company to comply with all applicable local, state and federal laws and regulations and to not terminate the employment of any employee or employees for a prohibited reason or for engaging in protected conduct.  The Company acknowledges that employees have the right to self-organization, to form, join, or assist labor organizations, to bargain collectively through representatives of their own choosing, and to engage in other concerted activities for the purpose of collective bargaining or other mutual aid or protection

 

Conflicts of interest may not always be clear‑cut, so if you have a question, you should consult with executive level management or the individual designated in Section 19 of this Code. 

 

 

3.         OUTSIDE EMPLOYMENT

 

If you desire to work part time outside the Company, request permission to do so in writing prior to accepting another position.  Such requests should be submitted to the Human Resources Director and include the name and address of the outside employer, the nature of the job, the hours of employment and the anticipated term.  The Company will not permit any outside employment or activity that is detrimental to job performance or which adversely affects the interest of the Company.   At no time may an employee use the Company’s equipment or facilities as it relates to their outside employment.

 

 

4.         FRATERNIZATION & EMPLOYEE DATING

 

            Fraternization occurs when a manager/supervisor and his/her subordinates are involved in a personal relationship, of either physical or social nature.  The Company prohibits fraternization, including a dating relationship between two employees where one employee has influence or control directly or indirectly over the employment action of the other, including, but not limited to, promotion, demotion, termination, work assignments and change in pay rate.

            Romantic or sexual liaisons that develop among employees in the workplace may be potentially disruptive to the Company’s business.  Such disruptions include, but are not limited to, the following:

  • Effect on productivity – overall work performance may suffer because the dating employees are distracted from work.
  • Effect on employee morale – the morale of co-workers may be adversely affected.
  • Conflicts of interest – conflicts can occur when work-related decisions are no longer made for good, sound reasons but instead are based on partiality and personal feelings.
  • Violations of confidentiality – confidential and private matters may be discussed by the dating employees.
  • Sexual harassment exposure – Sexual harassment exposure can increase when a workplace romance ends or when the relationship is between a supervisor and subordinate.  Also, public displays of affection may lead to a hostile or unpleasant work environment for co-workers. 

The Company may intervene and discuss the romantic or sexual liaisons with involved employees.  The Company may also take remedial measures including, but not limited to, a verbal or written reprimand, reassignment, suspension or termination of employment, when the Company, in its sole discretion, decides that such action is in the Company’s best interest.

Managers or supervisors are expressly prohibited from dating or becoming similarly involved with any employee of the Company. Violations of this policy by a manager or supervisor may result in immediate termination of employment.

 

 

5.         INSIDER TRADING

 

Employees, officers and directors 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 Company's policy on insider trading.

 

6.         CORPORATE OPPORTUNITIES

 

Employees, officers, and directors are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information, or position, except for opportunities as to which management or the Board of Directors have been fully informed and have expressly found consistent with the Company’s business objectives.  Employees, officers, and directors owe a duty to the Company to advance its legitimate interests when opportunities arise.  No employee, officer, or director may use corporate property, information, or position for improper personal gain, and no employee may compete with the Company directly or indirectly.

 

 

7.         COMPETITION AND FAIR DEALING

 

We seek to outperform our competition fairly and honestly.  We seek competitive advantages through superior performance, never through unethical or illegal business practices.  Stealing 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 employee, officer, and director should endeavor to respect the rights of and deal fairly with the Company's customers, suppliers, competitors, and employees.  No employee, officer or director 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 goodwill and sound working relationships, not to gain unfair advantage with customers. 

No gift or entertainment should ever be directly or indirectly offered, given, provided or accepted by any Company officer, director, employee, any family member of an employee, or any agent (acting in its capacity as such) to or from any customer, supplier, or competitor of the Company unless it:

(1)       is not a cash gift,

(2)       is consistent with customary business practices,

(3)       is of nominal value,

(4)       cannot reasonably be construed as a bribe or payoff, and

(5)       does not violate any laws or regulations.

 

Employees must make fair and impartial business decisions.  Accepting gratuities may affect an employee’s ability to make impartial decisions.  Employees, family members or their agents may not accept any of the following items from vendors, customers or others who are directly or indirectly related to the Company’s business:

  • Loans
  • Cash (Including tips & checks)
  • Commissions
  • Property
  • Gifts
  • Shares of profits
  • Gratuities
  • Trips and Travel

 

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 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 including race, color, sex, age, religion, national origin, disability, marital status, veteran status, citizenship, or any other characteristic protected by federal, state or local law.

The Company’s policy against discrimination applies to all aspects of the employment relationship, including recruiting, hiring, training, compensation, promotion, discipline and termination.  The policy likewise bars discrimination in working conditions, which is also referred to as harassment.

Harassment is defined as a change in working conditions caused by unwelcome behavior that is based on one of the protected categories mentioned above.

Harassment can be verbal, written, or electronic in nature.  It can take the form of improper touching, explicit sexual propositions, “kidding” or “teasing,” offensive jokes, derogatory comments or language, offensive gestures, or inappropriate pictures.  Harassment includes not only behavior that is based on sexual attraction or desire, but also behavior that is based on hostility toward the opposite sex, hostility toward a different religion, hostility toward a person’s disability, or any other similar motivations.

This policy is intended to prohibit not only harassment, but also behavior that is simply disrespectful or insensitive, even if that behavior is not directed at any individual in particular or is not intended to be harassing.

No employee is exempt from this policy.  It applies to officers, managers, supervisors, and employees with equal force.  This policy also applies to harassment or discrimination by customers, vendors, contractors, or other persons coming in to the workplace.  The Company will take reasonable steps to protect its employees from harassment by these persons.

This policy governs the conduct of employees regardless of where that conduct takes place. Thus, conduct during Company-sponsored functions, during Company-related trips, or while on Company business may also be covered by this policy.  Conduct will be judged by its ultimate effect on working conditions, even if it occurred outside the Company premises.

Reporting: Employees are not required to use the normal chain of command to report discrimination or harassment.  Instead, any employee who believes that he or she has experienced or witnessed harassment or discrimination must contact one of the following immediately:

Human Resource Director

Executive Office of the Company (President, Chief Executive Officer, Chief Financial Officer or Chief Operating Officer)

Immediate Manager

            A supervisor or manager, who receives a complaint, sees or knows of harassment or discrimination should take immediate action by notifying their immediate supervisor and Human Resources.

            The Company’s policy is to investigate and document all complaints thoroughly and promptly.  Subject to the constraints imposed by the need to conduct an investigation, the Company will keep complaints and the terms of their resolution confidential.  If the Company determines that this policy has been violated, it will take remedial action that is effective and appropriate to the circumstances.  Violations of this policy will result in discipline up to and including termination of employment.  The final decision as to the appropriate discipline is at the Company’s sole discretion.

            This policy is intended to stop unwelcome behavior before it reaches the level of unlawful discrimination or harassment.  Under this policy, employees who engage in unwelcome behavior will be subject to discipline for inappropriate behavior or the use of poor judgment, even if their misconduct has not yet reached the level of substantiality necessary to violate applicable laws against harassment.

            The company will not tolerate any form of retaliation against any employee for making a good faith complaint of discrimination or harassment, for refusing to participate in unlawful discrimination, or for refusing to submit to unlawful harassment.  On the other hand, any employee who intentionally makes an unfounded complaint of discrimination or harassment for malicious reasons will be subject to discipline up to and including termination.

 

Please refer to your employee handbook for more information on discrimination and harassment.

 

9.         HEALTH AND SAFETY

 

The Company strives to provide each employee with a safe and healthy work environment. Each employee has a responsibility to maintain a safe and healthy workplace for all other employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

The Company prohibits and does not tolerate possession of firearms or any destructive device designed to inflict injury or cause physical or psychological harm; fighting on the job; aggressive physical acts; threatening, intimidating, coercive, abusive, or offensive language; violent verbal threats, written threats; discourteous conduct; malicious, false or unfounded statements; intentional, reckless or grossly negligent behavior which results in destruction of property; violations of Company substance abuse policies; or violations of company sexual harassment policies.  

Situations that involve potential or actual acts of violence, such as the prohibited behaviors listed above, must be reported immediately to your manager or Human Resources.

Employees who know of information about a violent act, a threat, an intimidation, or harassment, but fail to report such behavior to their manager are subject to appropriate disciplinary action.

 

10.       SUBSTANCE ABUSE

 

            The company has a long-standing commitment to provide a safe and orderly business environment for its employees and customers.  An employee’s involvement in an activity related to illegal drugs or the abuse of legal drugs or alcohol, on or off the job would have an adverse impact on the workplace.  The Company will not condone the use of any illegal drug and/or the abuse of legal drugs or alcohol by its employees.  We will not consider for employment any individual found to possess illegal drugs or unexplained legal drugs or to have them in his or her body.

            The following are strictly prohibited on Company property or on Company time and will result in termination of employment:  the sale, use, purchase, transfer, possession or presence in one’s system of alcohol, illegal drugs or unexplained legal drugs. Management may require that an employee submit to a blood and/or urine exam if he or she has reported to work in a condition that gives the supervisor reason to suspect the influence of drugs or alcohol.

            Whenever the Company has reasonable suspicion that an individual possesses drugs or alcohol on company premises, the Company reserves the right to inspect the property of that individual or any vehicle on Company premises to ensure a business environment free of alcohol and illegal drugs.  Employees arrested or convicted on or off the job for drug or alcohol-related offenses may be considered to be in violation of Company policy.

            The Company may take disciplinary measures, up to and including termination, when an employee has created illegal or unsafe conditions, or is suspected to have done so, refuses to be tested or violates this policy through the use, possession, distribution or sale of alcohol or illegal drugs.

 

11.       RECORD‑KEEPING

 

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.  Many employees regularly use business expense accounts, which must be documented and recorded accurately.  If you are not sure whether a specific expense may be legitimately charged to the Company, ask your supervisor.  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.  Periodic and other reports (financial and otherwise) to foreign, federal, state, and local government agencies must present a full, fair, accurate, timely, and understandable disclosure of the Company.  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 memos, and formal reports.  Records should always be retained or destroyed according to the Company's record retention policies.  Fictitious, improper, deceptive, undisclosed or unrecorded accounts of funds or assessments are serious ethical violations and may be illegal as well.  Violations may result in discipline, up to and including termination.

 

12.       CONFIDENTIALITY AND PROTECTION OF COMPANY ASSETS

 

Employees, officers, and directors must maintain the confidentiality of confidential information entrusted to them by the Company, its customers, partners, or business associates, except when disclosure is authorized by a supervisor or required by laws or regulations.  Confidential information includes all non‑public information that might be of use to competitors (such as customer lists, employee lists, compensation information, business processes, business policies and procedures and financial information), or which might be harmful to the Company or its customers, partners, or business associates if disclosed.  It includes information that suppliers and customers have entrusted to us or that the Company has obligated itself to maintain in confidence.  The obligation to preserve confidential information continues even after employment ends. 

 

Employees are obligated to protect the Company's assets, including 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.

If you have possession of or access to confidential Company information, you may not disclose it to employees or individuals outside the Company unless your manager approves of the disclosure or the information is needed to comply with the law.  Confidential information may include but is not limited to:

  • Information about employees, customers or suppliers
  • Policies and procedures
  • Business plans
  • Financial and marketing information
  • Investment information
  • Organizational data including names, addresses and phone number of employees
  • Information system access information (i.e. password)
  • Building security and access information (i.e. alarm codes, pass keys, store keys)
  • Information regarding investigations (ongoing or closed)

Violation of confidential Company information may result in reprimand, disciplinary action or termination.

 

That being said, it is the policy of the Company to comply with all applicable local, state and federal laws and regulations and to not terminate the employment of any employee or employees for a prohibited reason or for engaging in protected conduct.  The Company acknowledges that employees have the right to self-organization, to form, join, or assist labor organizations, to bargain collectively through representatives of their own choosing, and to engage in other concerted activities for the purpose of collective bargaining or other mutual aid or protection

 

13.       PROPER USE OF COMPANY ASSETS

 

All employees, officers, and directors 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.  All Company assets should be used only for legitimate business purposes.  Any suspected incident of fraud or theft should be immediately reported for investigation.  Company charge accounts, credit cards, bank accounts, and other resources are strictly limited to Company use; personal charges on Company accounts are prohibited, though nominal personal charges that occur in connection with, and are incidental to, a legitimate business purpose may be permitted if they are promptly reported and reimbursed in accordance with Company policy.  Company equipment should not be used for non‑Company business, though incidental personal use may be permitted.  Willfully misusing, destroying, defacing or damaging Company property is a serious violation of Company policy and will result in swift disciplinary action, including immediate termination.

 

14.       SOLICITATION AND DISTRIBUTION

           

In the interest of protecting the private lives of employees and maintaining productivity, the Company has taken steps to limit solicitation or distribution of materials on its premises.  The following rules apply:

            Solicitation means any oral, written, or electronic communication aimed at selling products; seeking donations, sponsorships, or financial support; or requesting participation or moral, political, or ideological support.  Employees of the Company shall not engage in any solicitation during their own working time and shall not solicit any other employee during that employee’s working time. Non-employees of the Company shall not engage in any solicitation on Company premises at any time.

            Distribution means any circulation, dissemination, or display of written, printed, graphic or electronic materials for purposes other than the performance of job duties. Employees of the Company shall not engage in distribution of such materials during working time or in working areas.  Non-employees shall not engage in any distribution on Company premises at any time.

            The only exceptions to this policy shall be those granted by Executive Management to a very limited number of charitable causes.

That being said, it is the policy of the Company to comply with all applicable local, state and federal laws and regulations and to not terminate the employment of any employee or employees for a prohibited reason or for engaging in protected conduct.  The Company acknowledges that employees have the right to self-organization, to form, join, or assist labor organizations, to bargain collectively through representatives of their own choosing, and to engage in other concerted activities for the purpose of collective bargaining or other mutual aid or protection

 

           

15.       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 which 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.  Consult your supervisor if you have any questions.

 

16.       WAIVERS OF THIS CODE OF BUSINESS CONDUCT AND ETHICS

 

            Waivers of this Code will not be granted except in limited circumstances, so as to protect the Company to the greatest extent possible. Any waivers of this Code for the Company’s Senior Officers may only be made by the Board of Directors after disclosure of all material facts by the individual seeking the waiver, and any waiver granted will be promptly disclosed as required by law or stock exchange regulation. Any waivers for other individuals may only be granted by the Chief Executive Officer after disclosure of all material facts by the individual seeking the waiver.   Any waivers granted by the Chief Executive Officer must be promptly reported to the Audit Committee of the Board of Directors.

 

17.       REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

 

Employees are encouraged 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.  Each employee, officer and director is required to immediately report, in accordance with Section 19 below, what he or she believes in good faith to be an actual or potential violation of this Code by any employee, officer and director of the Company.   It is the policy of the Company not to allow retaliation or retribution for reports of possible violations of this Code by others made in good faith by employees. "Good faith" does not mean that you have to be right – but it does mean that you believe that you are providing truthful information.  Employees are expected to cooperate in internal investigations of misconduct.

 

18.       CONDUCT ON THE JOB

 

            On-the-job conduct is a major factor affecting the Company’s operation because employee morale, productivity and community relations are at stake.  The following actions are examples but not an exhaustive list of conduct that violates the Company’s standards and which may result in discipline, including termination.  Further, legal action may be taken in appropriate cases.

  • Insubordination, abusive language or rudeness to a supervisor, co-worker or customer.
  • Refusal or failure to perform work as required.
  • Violence or threat of violence towards a supervisor, co-worker or customer.
  • Possession or under the influence of illegal drugs or alcoholic beverages on company property.
  • Knowingly failing to report another employee’s violation of Company policy.
  • Irregular attendance, tardiness or absenteeism.
  • Engaging in sexual harassment or other forms of harassment.
  • Disclosure of confidential information
  • Falsification of Company documents and/or records
  • Failure to report arrests and convictions or violations of criminal law.
  • Absenteeism due to incarceration.
  • Failure or refusal to cooperate truthfully with an investigation by or at the direction of the Company.
  • Any violations of the Company policies and procedures.

 

19.       COMPLIANCE PROCEDURES

 

We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know right from wrong.  Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem.  These are the steps to keep in mind:

 

·                 Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.

 

·                 Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense.

 

·                 Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.

 

·                 Discuss the problem with your supervisor. This is the basic guidance for all situations.  In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor's responsibility to help solve problems.

 

·                 Seek help from Company resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor or where you do not feel comfortable approaching your supervisor with your question, discuss it with Tommy A. Moore, Chief Executive Officer at 713-273-5114. 

 

·                 You may report ethical violations in confidence and without fear of retaliation.  If your situation requires that your identity be kept secret, your anonymity will be protected.  The Company does not permit retaliation or retribution of any kind against employees for good faith reports of violations to this Code.

 

·                 Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.

 

            To the extent that notwithstanding any of the principles and guidelines set forth above, any employee, officer or director of the Company that is convinced that an employee, officer or director has violated this Code, and based on the circumstances of such violation does not believe it to be appropriate to discuss this with a supervisor or the Chief Executive Officer, should report such information to the Audit Committee of the Board of Directors by contacting one of the members of the Audit Committee listed below.

 

                        Mitchell Leidner

                        Aquiline Capital Partners LLC

                        535 Madison, 24th Floor

                        New York, NY 10022

 

                        Ken Thompson

                        Aquiline Capital Partners LLC

                        535 Madison, 24th Floor

                        New York, NY 10022

 

                        Craig Wunderlich

                        Aquiline Capital Partners LLC

                        535 Madison, 24th Floor

                        New York, NY 10022

                       

                       

The Audit Committee of the Board of Directors (or its designee) will be generally responsible for the enforcement of this Code relating to employees, officers and directors and will report all such matters to the Board of Directors.

 

            This Code sets forth guidelines which all officers, directors and employees will be required to follow and any failure to comply with this Code may result in discipline, up to and including termination.  However, nothing in this Code shall be construed to create a contractual right to employment where none previously existed nor shall it in any way alter the at-will nature of any employee's employment.

 

            The Company reserves the right to amend, alter, or terminate this Code or its policies at any time for any reason.