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These policies apply to American Strategic Insurance Corp, its immediate parent company and all companies owned, directly or indirectly, by its parent (hereinafter referred to collectively as the “Company,” “we,” “our,” or “ASI”).

ASI’s success depends in large measure upon principled business conduct and confidence in our integrity, both amongst ourselves and with the public. The standards of business conduct set forth under this Code represent the cornerstones of ASI’s ethical principles. This Code applies to all ASI team members.

Each Director, Officer and employee (sometimes referred to as “you” or “team members”) shall:

  • Adhere to the standards contained in this Code.
  • Protect ASI’s assets and treat ASI property as if it were their own and ensure company assets are used only for legitimate business purposes.
  • Not accept gifts or favors that violate the gift requirements outlined in the Conflicts of Interest section of this Code.
  • Not use their position at ASI to force or in any manner influence any person, including subordinates, to provide any favor, gift or benefit, whether financial or otherwise, to themselves or others.
  • Act honestly and deal fairly and ethically in all of ASI’s business relationships, whether with policyholders, applicants, agents, regulators, suppliers, competitors, or other ASI team members. No unfair advantage shall be taken through the use of manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.
  • Gather information about competitors ethically and lawfully. Generally, competitive intelligence may be gathered through publicly available sources, including press releases, annual reports, investor communications, sales literature and industry surveys or data. Competitive information may not be gathered by any act of theft or espionage or by purchasing confidential competitive information that you know is not authorized for sale.
  • Not knowingly make any false, misleading, inaccurate or unsubstantiated statement about our products or services in any business-related discussion or in advertising or other public communications. This includes statements to consumers, agents, suppliers and media representatives. Similarly, you shall not knowingly make any false, misleading, inaccurate or unsubstantiated statement about the products or services of any ASI competitor, agent, supplier, consumer or other third party.
  • Deal fairly with ASI and each of its business associates, customers, policyholders, applicants, agents, regulators, suppliers, employees and competitors. It is a violation of this Code for any ASI person to take unfair advantage of any other person or entity through manipulation, concealment, abuse of confidential or privileged information, misrepresentation of facts or any other unfair-dealing practice.
  • Protect the confidentiality of ASI’s records. This includes information regarding policyholders, applicants, agents, suppliers, employees, and consultants, as well as financial records. No Director, Officer or team member shall disclose any confidential information acquired by him/her in the course of his/her official duties nor use such information to further his/her personal interest, unless authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to the company or its customers, if disclosed.
  • Not take for themselves personally, opportunities discovered through the use of corporate property, information or position or use company property, information, or position for personal gain. It is forbidden for any Director, Officer or team member to compete with ASI or its affiliated companies, and Directors, Officers and team members owe a duty to the company to advance its legitimate interests when the opportunity to do so arises.
  • Treat others with respect regardless of, and do not discriminate on the basis of, age, color, national origin, race, religion, creed, sex, sexual orientation, or military status.
  • Comply fully with all applicable federal, state and local laws, rules and regulations that govern ASI’s business.

INTEGRITY OF COMPANY RECORDS AND FINANCIAL REPORTING

We are committed to the integrity of our records and financial reporting. This means that our books, records and accounting must be accurate, complete and prepared in a manner that properly represents the actual transaction or matter recorded. Likewise, all disclosures made in our financial reports and public documents, as well as any public comments made on ASI’s behalf, must be accurate, fair, complete, timely and understandable.

A record is any document or electronic or other entry you create in connection with your work. Common examples are time reports, expense reports, accounting and financial records, face sheet notes, recorded telephone calls, claims information, employee benefits claims and enrollment records, information submitted in support of leaves of absence, emails, voice-mails, memoranda, reports, data entries and correspondence.

To ensure the integrity of our records and financial reporting, every ASI team member must:

  • Take care to create accurate, timely and complete records that represent the true state of affairs and nature of activities. Never intentionally misrepresent facts, omit material information or otherwise mislead readers.
  • Never create or approve any false, misleading or fraudulent records or cause any other person to do so. Never mislead or cause any other person to mislead any accountant, auditor or other person in connection with the preparation, audit, review or examination of our financial statements or records and/or in connection with any document or report required to be filed with the U.S. Securities and Exchange Commission or any other government authority.

If you become aware of an error or learn that any record is missing, inaccurate or misleading, or that material information has not been disclosed in connection with a financial report or an audit, review or examination of our financial condition, inform your supervisor or another ASI manager immediately. Even seemingly small or insignificant errors or improprieties can have serious consequences, so speak up no matter how small you think an error or inaccuracy may be or how long ago it may have been made. If you believe that your concerns have not been addressed, advise a member of senior management of the concern. If your concern relates to financial or accounting fraud, internal accounting controls or auditing records, we strongly encourage you to report the concern directly to the CEO, the General Counsel or our Alertline at 1-800-683-3604 or www.progressivealertline.com.

Our corporate records retention practices describes our records management rules and prescribes specific lengths of time for which records in various categories must be retained. You are responsible for complying with the records retention practices as it relates to the records you create or handle. More generally, the following key principles of our records retention practices should guide your day-to-day records and information management:

  • Retain records as required by applicable law. Laws relating to records retention are described in our records retention practices, so simply follow those practices to ensure compliance.
  • Retain all records relevant to litigation or an investigation. Records that could be relevant to litigation or an investigation must not be altered, destroyed or concealed – even if the records are not otherwise subject to a retention rule. If you become aware of litigation or an investigation, or believe or suspect that litigation or an investigation is likely, you must preserve any records in your control that may be relevant to the investigation or litigation.

From time to time, you may receive a preservation order from the Legal Department. A preservation order is a formal notification that certain categories of records must be maintained indefinitely, often in connection with a suspected or pending legal matter. If you receive a preservation order, you are responsible for ensuring that you understand it and comply with it fully.

In the absence of a legal obligation and subject to our records retention practices, retain only records for which we have an ongoing business need. Disposing of records we no longer need to keep helps us make the best use of our limited data storage capacity. Before disposing of records, however, check with your supervisor to be certain that you do not dispose of a record we need to retain.

Please understand that your records management obligations apply equally to electronic and hard-copy records. There is no distinction between electronic records – such as emails, voice-mails and computer-based files – and hard-copy records under our records retention practices.

If you know of or suspect a violation of our records retention practices, report our concern promptly to any member of Legal Department.

INSIDER TRADING AND SECURITIES LAW VIOLATIONS

Much like the laws governing our business records and public disclosures, there are special laws designed to protect the investing public from a type of market fraud known as “insider trading”. Insider trading is both unlawful and a violation of our Code.

Insider trading is the term used to describe the unlawful purchase or sale of securities – stocks, stock options, bonds, derivatives and other financial instruments – while aware of material “inside” information about a company or its business. From time to time, team members may come into possession of information about ASI and its affiliated companies, including The Progressive Corporation (“Progressive”) and its subsidiaries, that is considered inside and material to an investor. Sharing of this information with anyone outside the company is a violation of this code and violation of the law. Any concerns or questions about your ability to share information you suspect is sensitive should be brought to the attention of the Legal Department immediately.

  • Inside information is information that is not available to the general public, either because the information is confidential or because it has not yet been disclosed in public reports or press releases issued by the Company or Progressive; and
  • Material information is information that a reasonable investor likely would consider important in deciding whether to buy, sell or hold a security, as well as any information that likely would affect the market price of the security if it were disclosed to the general public.

It is unlawful under the securities laws and a violation of our Code for you, or for anyone acting on your behalf or at your direction, to engage in insider trading. This prohibition applies to the purchase, sale or trade of any security of Progressive or any other company (or any exchange-traded option or derivative related to any such security) while you have inside information. It also is unlawful and a violation of our Code for you to tip – that is, pass along inside information to – another person to inform a securities trade, even if you would not benefit personally from the trade. These prohibitions apply strictly, no matter how small the amount of securities traded and no matter to whom the inside information is passed.

CONFLICTS OF INTEREST STATEMENT

No Director, Officer or employee exercising any authority on behalf of the Company shall receive (other than his/her fixed salary or other compensation) any money or thing of value, either directly or indirectly, for negotiating, procuring, recommending, or aiding in any purchase, sale or loan made by the Company, nor shall he/she have any substantial interest, direct or indirect, in any such purchase, sale or loan (except that, if a policyholder, he/she shall be entitled to all the benefits accruing under the terms of his/her contract). A “substantial interest,” as herein used, shall mean, generally, the beneficial ownership of two percent or more of the outstanding voting stock of any corporation or two percent or more of the proprietary interest of any unincorporated enterprise with which the Company is engaging in any such purchase, sale or loan transaction. There may be circumstances, however, in which much less than two percent of any such ownership would come within the intent of this prohibition. The real test, in such case, is whether in fact there is a power of influence or control over any transaction to the Company’s disadvantage and the individual’s advantage. Regardless of the percentage of ownership or amount of control, any ownership interest in any supplier, vendor, insurance agency, or competitor must be disclosed to ASI prior to any business transaction between ASI and the unaffiliated company and a transaction cannot proceed without written approval from the General Counsel of ASI. If you have any concerns or questions, contact the Legal Department immediately.

No Director, Officer or employee exercising any authority on behalf of the Company shall participate in any decision concerning the issuance of insurance or the payment or defense of any claim involving himself/herself or where he/she is related to the applicant or claimant by blood or marriage; but nothing herein shall prevent a Director, Officer or employee from, in good faith, pursuing his/her interests as a policyholder or claimant.

No Director, Officer or employee shall hold any other directorship or make any personal investment which will impair his/her independence of judgment in the exercise of his/her duties to the Company. Any other directorship held by and Director, Officer or employee of the Company shall be disclosed in writing to the Company President or to the Board of Directors.

No Director, Officer or employee shall disclose any confidential information acquired by him in the course of his/her official duties nor use such information to further his/her personal interest to the Company’s disadvantage.

No Director, Officer or employee of the Company shall reproduce, or possess any systems, computer software, computer programs, or other systems, methods or procedures developed by or for the Company without written consent of the Company, nor shall any Director, Officer, or employee mortgage, hypothecate, sell, assign, pledge, lease, transfer, license, or sublicense any such systems, computer software, computer programs, methods or procedures, nor allow any person, firm or corporation to transmit, copy, or reproduce such material in whole or in part in any manner, without written consent of the Company.

No Director, Officer or employee shall receive any gift or entertainment, or any other personal favor from any one with whom the Company has or is likely to have any business dealings unless one of the following exceptions applies:

  • A gift or favor of nominal value ($10 or less) which is customarily associated with ethical business practice and does not place the recipient under any obligation may be accepted (examples include a vendor’s corporate logo branded merchandise such as pens, notepads, mugs or other trinkets).
  • If you receive an unsolicited gift of more than nominal value, you must report the gift promptly to your manager. If practical, the gift should be returned with a polite explanation that our policy prevents you from accepting it. If it is impractical to return the gift – either because it is a perishable or because the cost of returning the gift is likely higher than the value of the gift – then it must be shared with your co-workers, donated to a charity or otherwise distributed or put to Company use.
  • If ASI invites a business partner or vendor to provide a meal or entertainment for our employees (examples include “lunch-&-learn” events or continuing education courses), the meal or entertainment may be accepted.
  • Depending on your position at ASI, there may be circumstances in which it is appropriate for you to entertain agents, vendors or other business associates or to attend an occasional sporting, cultural or other event as the guest of an agent, vendor or other business associate as an exception to our general policy. You may participate in or host these events only with your manager’s prior approval and only if your participation would serve a legitimate business interest for ASI. In addition, unless you are hosting an entertainment event on ASI’s behalf for which ASI is paying the entire amount, you are responsible for paying for your share of the entertainment whenever possible (which generally will be reimbursed by ASI within applicable expense reimbursement guidelines).

Even if one of the above exceptions applies, no Director, Officer or employee shall frequently accept gifts or accept any gift that creates a conflict of interest or the appearance of a conflict of interest.

No Director, Officer, employee, nor family member of same, may receive or participate in any loan made by ASI or have any personal obligation guaranteed by ASI unless permitted under applicable law and approved by a disinterested majority of the Board of Directors.

All the foregoing general principles apply where any member of the immediate family of a Director, Officer or employee is involved in any such ownership, transaction or activity.

Maintenance of the ASI’s good name requires that everyone in any of its positions of responsibility shall avoid not only conduct which in fact involves a conflict of interest but also the appearance of any such impropriety.

In furtherance of all the above, the following practices will be observed:

  1. A copy of this policy statement shall be provided to each Director and Officer and to each employee who in the judgment of the President or General Counsel performs duties which could possibly be affected by any conflict of interest. A copy is also available on our website at americanstrategic.com.
  2. Each person receiving such copy shall, within two weeks thereafter, submit a signed certificate (on a form provided by ASI) to a Company Officer attesting that:
    1. He/she has read the policy statement in full and has considered his/her personal situation in the light of it; and
    2. Either:
      1. That he/she is not, to the best of his/her knowledge, violating any of the principles enunciated in the policy statement; or
      2. That he/she has made full disclosure, in writing, of the facts regarding any possible question of violation, as provided in paragraph D below.
  3. Annually thereafter each such person will be expected to review the policy statement and submit a certificate in manner and form similar to that provided by paragraph B, above.
  4. Except as otherwise provided, any Officer or employee who has any question regarding any possible conflict of interest affecting or potentially affecting his/her own position shall forthwith make a full disclosure of the facts in writing to the Company President. In the case of any Director, including an Officer who is also a Director, such disclosure shall be made to the Board of Directors. If it is decided that the facts disclosed do present a substantial question, the person involved in any such possible conflict shall be disqualified from exercising any authority in connection with any transaction affected thereby. A memorandum (or minute) shall be made of every final decision, including the reasons therefor and the action taken, whether the question is determined to be substantial or not; and a copy of such memorandum (or minute) shall be filed with the Secretary for examination by the Board of Directors.
  5. Damages, if not disclosed, could include dismissal and/or litigation for costs and damages including lost opportunity/profit.

DUTY TO REPORT

If you suspect or become aware of a violation of these ethical standards or a violation of law by an ASI team member, it is your responsibility to report this immediately to senior management. Team members who prefer to remain anonymous can contact our Alertline at 1-800-683-3604 or www.progressivealertline.com.

This Code is not intended to address every ethical situation you might face. Apply common sense and avoid conduct that could appear to be in conflict with this Code. If you question any situation or action under this Code, ask yourself the following questions about the situation or action:

  • Is it legal? If legal, is it ethical?
  • How would you feel if you did it or if you let the situation continue?
  • Could you defend your action(s) with a clear conscience before your supervisor, fellow team members, and the general public?

ASI encourages team members to seek guidance from a supervisor or senior manager whenever these or other questions arise concerning this Code or any ethical dilemma. Bring concerns - no matter how small - to the attention of management if you think they raise an issue so that the issue can be resolved in a manner that will address your concern and comply with this Code. You will not be penalized in any way and retaliation is prohibited for reporting concerns in good faith.

There will be prompt and consistent action taken against violations of this Code. Any violations or waivers of this Code will be promptly reported by management to The Progressive Corporation’s compliance and ethics officer.