This Code of Business Conduct and Ethics (the “Code”) sets forth the commitment of American Transportation Group Insurance Risk Retention Group, Inc. (the “RRG”) and its Directors, Officers, and employees, to conduct the affairs of the RRG’s business in accordance with the highest ethical standards and in compliance with all applicable laws, rules and regulations. This Code is designed to promote honest and ethical conduct by all Directors, Officers, and employees of the RRG; to prevent any ethical improprieties or the appearance of ethical improprieties in the business conduct of the RRG; to establish guidance for what constitutes ethical and unethical conduct; and to create a framework for reporting illegal or unethical behavior that would compromise the integrity of the RRG, its personnel, and its operations. This Code was adopted by the RRG's Board of Directors on May 23, 2018.
Conflicts of Interest
In the course of service to the RRG, each Director, Officer and employee of the RRG should put the interests of the RRG above his or her own personal and financial interests. A “conflict of interest” occurs when the interests of a Director, Officer or employee of the RRG are inconsistent with or opposed to the interests of the RRG, such that a Director, Officer or employee may take actions or have interests that comprise his or her ability to perform work on behalf of the RRG objectively and effectively. Conflicts of interest may also arise when a Director, Officer, or employee, a member of his or her family, or any other individual, receives improper personal benefit as a result of his or her position with the RRG.
Conflicts of interest should be disclosed to the Board of Directors, superior Officers, or supervising employees, as appropriate. Directors, Officers and employees should not make decisions or take actions on behalf of the RRG if a conflict of interest, or the appearance of a conflict of interest, is present in the circumstances of the decisions or actions. Directors and Officers are subject to the conflict of interest disclosure policy adopted by the RRG’s Board of Directors, and shall annually execute and submit conflict of interest disclosure forms disclosing any actual or potential conflicts of interest.
Corporate Opportunities
Directors, Officers and employees owe to the RRG a duty to advance its legitimate business interests whenever the opportunity arises. As a Director, Officer or employee of the RRG, an individual’s first duty is to the RRG, and he or she must place the interests and long-term success of the RRG above his or her individual interests. Directors, Officers and employees should not take for themselves opportunities that are discovered through the use of RRG property, information or position; nor should they use corporate property, information or position for personal gain; nor should they compete with the company.
Confidentiality
In the course of their service to the RRG, Directors, Officers and employees gain access to confidential and proprietary information about the RRG, its insureds, its service providers, and other parties. Confidential information includes all non-public information that might be of use to competitors, or harmful to the RRG, its insureds, its service providers, or other parties. Directors, Officers and employees should maintain the confidentiality of such information, should not use such information for improper purposes, and may only disclose such information with appropriate authorization or legal mandate.
Fair Dealing
Directors, Officers and employees of the RRG should strive to deal fairly and honestly with its insureds, service providers, competitors and employees, and should not take unfair advantage of anyone through manipulation, concealment, abused of privileged information, misrepresentation of material facts, or any other unfair-dealing practice. Directors, Officers and employees should recognize that the long-term sustainability of the RRG depends in large part upon the perceived integrity and good faith of its leaders and service providers, particularly from the perspective of current and potential insureds. Accordingly, decisions and actions taken on behalf of the RRG should take into account fair and equal treatment of current insureds, as well as the long-term ability of the RRG to attract and retain new insureds.
Protection and Proper Use of Company Assets
Directors, Officers and employees have a duty to protect the RRG’s assets and ensure their efficient and best use. Theft, carelessness and waste have a direct impact on the RRG’s profitability, and ultimately, its long-term ability to remain competitive. As appropriate, Directors, Officers and employees should review the RRG’s costs, fees, investments, investment returns and services to ensure they are appropriately priced and consistent with the needs of the RRG.
Compliance with all Applicable Laws, Rules, and Regulations
The obligation of Directors, Officers and employees of the RRG to conduct the affairs of the RRG’s business ethically and honestly includes a fundamental duty to respect and abide by all laws, rules, and regulations governing the RRG and its Directors, Officers and employees, both as individuals and as representatives of the RRG. Illegal conduct, particularly when engaged in by Directors and Officers of the RRG, is detrimental to the long-term reputation and success of the RRG, and should not be tolerated.
Reporting of Illegal or Unethical Behavior
Directors, Officers and employees should proactively promote ethical behavior, and have an affirmative duty to report potential ethical violations or illegal conduct to the Board of Directors, superior Officers, or supervising employees, as appropriate. An individual who reports a potential ethical violation or instance of illegal conduct may do so in confidence on a no-names basis if desired. In no case should an individual suffer any retaliation or adverse repercussion as a result of reporting unethical or illegal behavior if the report was reasonably made in good faith.