Code of Conduct
These policies apply to all companies within the ASI Group, including American Strategic Insurance Corp, e-INS, and their immediate parent company and all companies owned, directly or indirectly, by that parent (hereinafter referred to collectively as the “Company,” “we,” “our,” or “ASI”). Further, because The Progressive Corporation is the majority shareholder of the ASI Group and the ASI Group has elected to adopt many of the corporate policies of The Progressive Corporation, your adherence to the ASI Code of Conduct is also required in order to protect the best interests of The Progressive Corporation and its other affiliates.
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 governASI’s business.
INTEGRITY OF BUSINESS 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 ASI President and CEO, the ASI General Counsel, the Chairperson of the Audit Committee of Progressive’s Board of Directors, Progressive’s Corporate Compliance and Ethics Officer, or our Alertline at 1-800-683-3604 or www.progressivealertline.com.
Maintaining the integrity of our records requires proper records and information management, including proper document retention and disposal. Every ASI team member is responsible for understanding and complying with our records management rules.
Our corporate records retention practices describe 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.
Special rules apply to ASI team members who are involved in preparing our earnings releases, financial statements and other sensitive business documents, as well as to members of our Board of Directors, senior management and to employees who have access to sensitive and confidential information, as explained in Progressive’s separate Insider Trading policy applicable to those team members. Directors and senior executives also are prohibited from engaging in “short swing” transactions. You will be notified personally if these additional restrictions apply to you. If applicable, compliance with all such additional restrictions is part of your responsibilities under this Code.
CONFLICTS OF INTEREST
It is essential for every ASI person to avoid conflicts of interest. A “conflict of interest” arises any time your personal, social, political or financial interests or activities, or those of your family (including your immediate family and relatives), could influence your decision-making on ASI’s behalf or cause others to question your objectivity. To protect you, ASI and Progressive from harmful conflicts of interest, it is your responsibility under this Code to:
- Avoid conflicts of interest, both actual and perceived, keeping in mind that even the perception of a conflict of interest can be damaging to you, to ASI and to Progressive;
- Report possible conflicts of interest immediately upon becoming aware that a potential conflict of interest has arisen, or may be perceived by others as having arisen, even if you are not sure that a conflict of interest exists or do not believe it will impair objectivity. Reports must be accurate, complete and directed in writing to ASI’s General Counsel or Business Leader, Finance with a copy to your Manager.
- Ask for guidance any time you are not sure whether an interest or activity poses a conflict of interest. You can seek guidance from the People Department, our Compliance team or our Legal Department.
Because conflicts of interest can affect even the most well-intentioned person, they are prohibited at ASI as a general rule. If ASI determines that a conflict of interest exists and requires action on your part to resolve the conflict, you are responsible for complying with any directives that the ASI General Counsel or Business Leader, Finance may issue to avoid or resolve the conflict of interest.
The sections below should help you identify situations in which conflicts of interest most commonly occur. In recognition of the unique conflicts of interest that can arise in claims adjusting, Claims people also are responsible for complying with the Special Rules for Claims People, Conflicts of Interest.
CONFLICTS ARISING THROUGH YOUR WORK FOR ASI
Conflicts of interest can arise whenever your work for ASI affords you the opportunity to secure an unauthorized benefit for yourself, a relative or someone else you know personally. It is a violation of this Code for you to use or misuse your position at ASI to secure such a benefit. The following are specifically prohibited:
- Policy and Claims Activities. You may not access, view or be involved in processing or servicing any ASI or Progressive policy for yourself, a family member, a friend or anyone else you know personally. You may contest in good faith and by any legal means any decision or action of the Company with respect to any claim that involves you or any person covered by your policy. However, you may not access or view any claim file, adjust or handle any claim, or influence or attempt to influence the handling of any claim relating to you, a family member, a friend or anyone else you know personally.
- Corporate Opportunities. You may not take for yourself, or refer to family members, friends or any other person, profit or business opportunities that you discover, or of which you become aware, through your work for ASI, through your position at ASI or through ASI’s resources, property or information, without prior written approval from ASI’s President and CEO (or, if you are an ARX Holding Corp. (“ARX”) Director, from a disinterested majority of the ARX Board of Directors). Likewise, you may not use ASI property, information, resources or your position for unauthorized personal gain.
Note that it is not a violation of this policy for you to use americanstrategic.com or progressive.com to obtain a quote, purchase or make changes to your policy, check the status of a claim under your policy or pursue in good faith a claim against ASI/Progressive or a ASI/Progressive policyholder in connection with an injury or loss related to a ASI/Progressive insurance product.
CONFLICTS ARISING FROM YOUR FINANCIAL INTERESTS OUTSIDE ASI
Conflicts of interest can arise, as well, through your personal outside investments and financial interests. Certain financial interests and investments are always improper; others must be approved before being made. To ensure that your outside financial interests and investments do not present conflicts of interest, the following restrictions apply:
- Financial Interests in Competitors, Suppliers or Insurance Agencies. Except as specifically permitted as Policy Exceptions, you may not have a financial interest (such as an ownership or investment stake) in any competitor, supplier (such as a home contractor or body shop) or customer of ASI/Progressive, or in any insurance agency that does business with ASI/Progressive or any of ASI/Progressive’s competitors.
- Interests in ASI/Progressive Transactions. Except as specifically permitted as Policy Exceptions, you may not have a financial interest in any business transaction involving ASI/Progressive (such as a sale or purchase of property or other assets to or from ASI/Progressive) without full disclosure to, and prior written approval from, ASI’s General Counsel or Business Leader, Finance or, if you are an ARX Director, from a disinterested majority of the ARX Board of Directors.
- Loans. Neither you nor any member of your family or any entity affiliated with you or any member of your family 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 ARX Board of Directors.
CONFLICTS ARISING FROM YOUR ACTIVITIES OUTSIDE ASI
Like outside financial interests, outside personal activities can create conflicts of interest. While ASI respects the right of all ASI people to pursue individual interests and activities – professional, personal, charitable, social and political – on their own time, you must take care to ensure that your outside activities conform to the following restrictions to avoid any actual or perceived conflict of interest:
- Competition with ASI/Progressive. You may not compete with ASI/Progressive, or participate in activities that compete with ASI/Progressive, while you are an ASI employee or ARX Director. This includes leading, working for or contributing to any business or venture that competes with ASI/Progressive in any line of business.
- Non-Competing Outside Employment and Business Activities. You may maintain employment outside ASI and engage in outside business activities during non-work hours, provided that the employment and other activities do not compete with ASI/Progressive. Note, however, that you may not use ASI time, equipment (including computer, telecommunications and other office equipment), resources or facilities for any such outside employment or business activity and you may not maintain the employment or business activity if it adversely affects your job performance at ASI or otherwise conflicts with your duties to ASI.
- Charitable and Civic Activities. You are welcome to take an active part in educational, cultural, charitable and civic activities. However, you may not accept any position or responsibility in connection with such activities that is likely to require a significant amount of your time during normal business hours without securing prior approval from your supervisor.
- Service as Officer, Director, Employee, Agent, Representative or Advisor to Any ASI/Progressive Competitor, Customer or Supplier. Except as specifically permitted as Policy Exceptions, you may not serve as an officer, director, employee, agent, representative or advisor of or for any competitor, customer or supplier of ASI/Progressive, or any insurance agency that does business with ASI/Progressive.
CONFLICTS ARISING FROM ACTIVITIES OF FAMILY
In some instances, financial and business interests and activities of your family also may pose conflicts of interest. Common such instances include family members who work for ASI/Progressive competitors or business associates, including suppliers, insurance agencies and vendors. These activities must be reported under this Code to allow ASI/Progressive to evaluate and address such potential conflicts.
MAKING THE RIGHT CHOICE
Every day our work requires us to make choices about how we treat customers, sell policies, settle claims, work with each other and conduct our business. Every choice we make, large and small, is important, because the combined effect of those choices ultimately will be the measure of our success and will shape our reputation. That’s why making the right choice, guided by our Core Values and high ethical standards, is so vital for each of us, every day, in everything we do.
We don’t expect you to know instantly the right choice in every situation. Sometimes you may face situations in which the right choice isn’t clear or takes time to figure out. In these cases, you generally will need to consult with others before making a final decision. The Ethical Decision-Making Guide below should guide your consultation and decision-making. Keep this Guide handy and use it. It will help you make the best possible ethical choices in your job, and will help all of us sustain a business and a brand worthy of trust.
›› ETHICAL DECISION-MAKING GUIDE ‹‹
VOICING CONCERNS AND REPORTING POSSIBLE VIOLATIONS
If you suspect a possible Code violation, or have a concern about other potential misconduct, it is your responsibility under our Code to speak up. As you consider this responsibility, keep in mind:
Speaking up helps keep our Company strong. Reporting concerns allows us to address issues promptly and remedy problems quickly.
Speaking up is not optional. It is your duty to speak up any time you become aware of a concern, even if you aren’t sure whether the Code has been violated.
You may be worried about what will happen if you report something, or concerned about what might happen if it turns out you were mistaken. You can use our Alertline (see below) to report anonymously, if you choose. Also, you can be assured that if you report a Code violation or other concern in good faith, we will protect you from retaliation. Speaking up in “good faith” means that you provide all of the information you have honestly.
There are three ways to voice a concern or report a possible Code violation. The first is to contact one of the following ASI people:
- Any People Department representative
- Any of our Business Leaders
- Our Compliance team
- Our Property General Manager
- Our ASI Executive Vice President
The second way to voice a concern or report a possible code violation is to contact one of the following Progressive people:
- Any Progressive Human Resources representative
- Any Progressive Business Leader
- Progressive’s Compliance and Ethics Officer
- Progressive’s Chief Human Resources Officer
- Progressive’s Chief Legal Officer
- Progressive’s Chief Financial Officer
- Progressive’s Chief Executive Officer
The third way to voice a concern or report a violation is through our confidential, toll-free Alertline (1-800-683-3604), or online (progressivealertline.com).
In addition, concerns about financial or accounting fraud, internal accounting controls or auditing matters may be reported directly to the Chairperson of the Audit Committee of Progressive’s Board of Directors.
Nothing in the code is intended to restrict you from discussing your terms or conditions of employment or your experience as an ASI customer, or from making any disclosures authorized by law.
Property General Manager
David Pratt / 866-274-8765 ext. 1780
ASI Compliance and Legal Team
Maria Bellido / 866-274-8765 ext. 1130
Progressive Chief Legal Officer
Daniel P. Mascaro / 440-395-1013
Progressive Chief Financial Officer
John Sauerland / 440-395-1133
Progressive Corporate Compliance and Ethics Officer
Mike Uth / 440-395-3771
Progressive Chief Human Resources Officer
Lori Niederst / 440-395-1555
Progressive Chief Executive Officer
Tricia Griffith / 440-603-2100
Chairperson, Audit Committee
Progressive Corporation Board of Directors
Dr. Patrick Nettles
COMMITMENT TO NON-RETALIATION
Retaliation is a violation of this Code. We will not tolerate retaliation against any ASI person who speaks up in good faith to raise a concern, reports a known or suspected Code violation, or participates in an investigation of a possible Code violation.
We will assess prompt and appropriate discipline, up to and including termination of employment, against any ASI person who retaliates, or attempts to retaliate, against another ASI/Progressive person (or any person or entity doing business with ASI/Progressive) in response to a concern raised under this Code. Similarly, we will act promptly if any ASI/Progressive business associate retaliates, or attempts to retaliate, against any ASI person for raising a concern under our Code.
We are serious about our commitment to non-retaliation and we rely upon you to help us enforce our non-retaliation policy. Don’t hesitate to report concerns about retaliation. ASI – and your co-workers – are depending on you.
EQUAL EMPLOYMENT OPPORTUNITY AND NON-DISCRIMINATION
ASI is committed to equality of opportunity for all qualified people. We prohibit discrimination by or against any person on the basis of age, race, religion, color, sex, disability, national origin, ancestry, citizenship status, marital status, sexual orientation, gender identity or expression, military or veteran status or any other factor that is unrelated to ASI’s legitimate business interests. In addition, we make all appropriate reasonable accommodations to allow any qualified person with a disability to contribute equally to ASI’s business.
HARASSMENT-FREE WORK ENVIRONMENT
Each of us – no matter our differences in background, experience or thought – is entitled to a harassment-free workplace.
Harassment of any person is prohibited under this Code and will not be tolerated. There are no exceptions.
Harassment is any conduct – verbal, physical or visual – that creates a hostile or offensive work environment or unreasonably interferes with another person’s ability to perform his or her work. This includes all forms of sexual harassment, i.e., conduct that creates a sexually hostile, humiliating or offensive work environment, as explained fully in our Sexual Harassment policy. Harassment directed at people outside Progressive – including customers, guests, agents, suppliers or their representatives – likewise is prohibited under our Code and will not be tolerated.
DISCLOSURES OF CRIMES
As an insurer, ASI is subject to restrictions relating to employment of people who have been convicted of certain types of crimes. We also have responsibilities for the welfare of our workplace, customers and brand. These restrictions and responsibilities require us to know and act upon certain criminal justice activities affecting our people.
You must disclose to your manager or the People Department any conviction of a crime involving violence, dishonesty or breach of trust, whether a misdemeanor or felony. Your disclosure need not be in writing but must be made by the end of the next business day following the conviction. Failure to provide timely disclosure is a violation of this Code.
Except as indicated below, you need not disclose other types of convictions or arrests or charges that do not result in conviction. However, we may take immediate action if we learn of any charge or conviction that we believe could impact our workplace, customers or brand.
Senior leaders, ASI drivers and people in roles requiring professional licensure have additional disclosure responsibilities. Specifically:
- If you are a senior leader, you must disclose to your manager or People Department representative all criminal charges and convictions, including charges of driving under the influence of alcohol or drugs.
- If you are an ASI driver, you must comply with our Driving Policy, which requires disclosure of a broad range of criminal violations, including driving under the influence of alcohol or drugs.
- If you are in a role that requires you to hold a professional license, including a property and casualty (P&C) agent or adjuster license, you must comply with all disclosure obligations required for licensure.
PRIVACY OF CUSTOMER INFORMATION
Our business requires us to obtain confidential personal information from applicants for insurance, claimants and policyholders. This information includes dates of birth, Social Security numbers, Driver’s License numbers, bank account numbers, license plate numbers, telephone numbers, credit card numbers, credit information and medical information. Even the fact that a person is insured by ASI/Progressive or has obtained a quote from ASI/Progressive is confidential.
Privacy questions should be directed to ASI’s General Counsel, Angel Conlin, firstname.lastname@example.org, 866-274-8765 ext. 1257.
We are committed to ensuring that personal information entrusted to us is kept confidential and used only for authorized and valid business purposes. All such information, as well as any other information relating to our customers, must be maintained in strict confidence and may not be accessed, used or disclosed except as authorized and as necessary to perform your assigned job duties. In addition to complying with applicable privacy laws, we make the following commitments:
- Access to confidential information will be limited to ASI/Progressive people with a legitimate business-related need to have access.
- Confidential information will be disclosed only as required in the course of our work, as authorized by the person to whom the information belongs, in response to a subpoena or other legal process or as otherwise required or permitted by law.
- Confidential information will not be distributed to third parties unless disclosure is made in accordance with ASI’s privacy practices and is permitted under this Code or by ASI’s General Counsel.
- Customer names will not be used in marketing materials without the customer’s prior written consent.
If you have any questions about our policies with respect to privacy of customer information, or with respect to privacy matters more generally, contact ASI’s General Counsel.
PROTECTING ASI’S ASSETS
Protecting the integrity of our records, financial reporting and public communications is part of our broader responsibility to protect all of ASI’s assets. Each of us is responsible for protecting ASI’s assets from theft, loss, misuse and waste.
As an ASI team member, you are entrusted with many Company assets to help you work most effectively. These include such things as computing and telecommunications equipment, office supplies, fleet vehicles and, in some cases, corporate funds. You must use good judgment at all times so that the assets entrusted to you are not misused, lost, stolen or wasted. In particular, you may not use the assets for unauthorized personal use and may not take, embezzle, loan, sell or give away any ASI asset, regardless of its condition or value.
If you have the authority to negotiate contracts on behalf of ASI, you are responsible for complying with the Contract Review and Signature Authority guidelines. With limited exceptions, those guidelines require that all transactions above a threshold amount are documented in a written agreement approved by the Corporate Law Department and authorized by a manager with expense authority sufficient to cover the first year of the agreement or any non-cancellable time period. Agreements may only be signed by an authorized person.
PROPRIETARY INFORMATION AND OTHER INTANGIBLE ASSETS
Many of ASI’s most valuable assets are intangible; that is, they cannot be seen or felt. This “Proprietary Information” includes our confidential business plans, ideas, strategies, inventions, concepts and other information that we develop through our hard work and which gives us competitive advantage. You are responsible for safeguarding these valuable assets as carefully as you protect the physical assets entrusted to you.
Protecting our Proprietary Information requires that you exercise discretion in disclosing such information, both inside and outside ASI.
The following rules apply to your access to, use and disclosure of Proprietary Information:
- Do not access or disclose Proprietary Information unless you have a legitimate business need for the information and express authorization to access and/ or disclose it. Internal disclosures should be made only to ASI/Progressive people with a legitimate, demonstrated business need to know the information. If you are not sure whether access or disclosure is authorized, check with your supervisor before accessing or disclosing any information.
- Do not disclose Proprietary Information to anyone outside ASI and Progressive without obtaining explicit authorization from the ASI Legal Department. This includes disclosures to the public via Internet forums or other means of electronic communication, including social media, “chat rooms”, “blogs”, personal Web pages or electronic bulletin boards.
- Do not take, misappropriate, use or embezzle Proprietary Information for yourself or any other person.
- If you receive a subpoena or court order that you believe requires you to disclose Proprietary Information, you must contact the ASI Legal Department before making any disclosure.
NOTE: Your responsibilities under this section of the Code apply at all times during your employment with (or, if you are a Director, your service to) ASI and will continue indefinitely after your employment (or service) ends until such time, if any, that ASI gives you express authorization to use or disclose Proprietary Information.
PROTECTING THIRD-PARTY PROPERTY RIGHTS
In the course of your work, you are likely to encounter a variety of materials, ideas and information belonging to our customers, business associates or others. It is essential for you to respect the proprietary rights of the owners of all such property. In particular:
- Copyrights. Magazine and newspaper articles, trade publications, training materials, instruction manuals, databases, strategic plans, records and computer programs that you obtain through or use in your work generally are protected by copyright. You may not copy or reproduce any portion of these copyrighted materials without the prior written consent of the owner of the copyright or prior written clearance from the ASI Legal Department.
- Software Licenses. Much of the software used at ASI is licensed from third parties and subject to use restrictions. You may not use the software for any purpose prohibited by the applicable license, which generally restricts the use to ASI/Progressive business. In addition, you may not transfer, sell, copy, disclose, modify, reverse engineer, disassemble or decode any software used in ASI/Progressive’s business without prior written approval from the licensor or prior written clearance from the ASI Legal Department.
- Customer Property. You may not misuse or misappropriate any physical property, credit or charge card information, other personally identifying information (such as Social Security and Driver’s License numbers), or any banking or financial information furnished by or with respect to any customer or other person.
- Confidentiality Agreements. ASI occasionally enters into agreements that identify certain information as confidential or proprietary information belonging to another party. If you are given access to such information, you must maintain its confidentiality, use it only for the purposes specified and observe all commitments made by ASI with respect to such information.
- Agreements with Former Employers. If you entered into a non-competition, non-disclosure or any other type of confidentiality agreement with a former employer, you must disclose the agreement to your supervisor and the ASI Legal Department. It is your responsibility under this Code to understand and abide by any such obligations you have to a former employer.
COOPERATING WITH INVESTIGATIONS, EXAMINATIONS AND AUDITS
From time to time, you may be asked to participate in an internal or external investigation, audit or market conduct examination. If you are asked to participate in any such matter, it is your responsibility to:
- Cooperate fully. Respond fully and truthfully to all questions asked and do not alter, conceal, destroy or falsify records or evidence.
- Follow applicable procedures for communicating externally. Communications with external investigators, auditors or examiners generally will go through a designated ASI manager. Do not communicate with an external investigator, auditor or examiner, or release any ASI records, except as specifically authorized by the designated ASI manager.
- Respect requested confidentiality. In some cases, an investigation, audit or examination must be kept confidential. Even if the investigation is not strictly confidential, it should be discussed only with ASI/Progressive people who have a legitimate business need to know.
Do not act alone in any investigation, audit or examination, internal or external. Instead, get help from the People Department for any internal matter or from the ASI Legal Department for any external matter.
SPECIAL RULES FOR CLAIMS PEOPLE
Conflicts of Interest
As additional conflicts of interest rules, all ASI Claims people are prohibited from receiving a discount from an ASI/Progressive supplier or other business associate (including Network shops, salvage vendors and other vendors) for products or services delivered to you, a relative, a friend or anyone else you know personally, or any business entity in which you, a relative or a friend have an interest. (This prohibition does not apply to discounts available under Progressive’s Work Perks program or otherwise available to all ASI or Progressive people equally.)
ASI Claims people involved in the handling or oversight of total loss decisions are prohibited from purchasing or possessing “salvage” or becoming involved in any way in a “salvage” transaction, whether personally or knowingly through a relative, friend or anyone else you know personally, or through any business entity in which you, a relative or a friend have an interest. This prohibition does not apply to “salvage” transactions as an ASI/Progressive insured or claimant.
For purposes of this policy, “salvage” refers to any contents/property recovered in relation to a claim, a complete vehicle [including watercraft, recreational vehicles (RVs) and motorcycles] and/or major components or equipment of a vehicle that has been processed as a total loss by, or sold as salvage by or on behalf of, ASI/Progressive.
Gifts and Entertainment
It is ASI management’s determination that any gift or entertainment received by an ASI Claims person from an ASI vendor/partner or a Progressive Network shop, a body shop, any other vehicle repair facility or salvage, paintless repair, rental or glass vendor, unavoidably raises an appearance of impropriety. Accordingly, ASI Claims people may not ask for or accept any gift or entertainment from these business associates. This prohibition includes, but is not limited to, meals, gratuities, gifts, entertainment and services of any nature.
CONFLICTS OF INTEREST: POLICY EXCEPTIONS
The restrictions set forth in Financial Interests in Competitors, Suppliers or Insurance Agencies do not apply to:
- an interest under an insurance policy or investment product (such as a mutual fund) offered by Progressive or any other company;
- owning securities of any publicly traded competitor or supplier, provided that you and members of your immediate family together own less than two percent (2%) of the outstanding securities of the class you hold; and/or
- an ownership interest in a supplier, whether or not publicly traded, provided that you disclose the interest fully to, and obtain prior written clearance from ASI’s General Counsel or Business Leader, Finance or, if you are an ARX Director, a disinterested majority of the ARX Board of Directors.
The restrictions set forth in Interests in ASI/Progressive Transactions do not apply to:
- an interest in an insurance policy written by ASI/Progressive, including any interest in a claim pursued in good faith under an ASI/Progressive policy or product;
- any transaction pursuant to an ASI/Progressive compensation plan, provided that the transaction is in accordance with the applicable plan or a related agreement between you and ASI/Progressive or otherwise is approved by the ARX Board of Directors or the Compensation Committee of Progressive’s Board of Directors;
- any sale by you to Progressive of Common Shares of Progressive outside of a Progressive compensation plan, provided that the sale is executed at or below the then-current market price for Progressive’s Common Shares and is approved by Progressive’s Board of Directors; and
- any other transaction or interest expressly authorized under this Code.
As exceptions to the restrictions set forth in Service as Officer, Director, Employee, Agent, Representative or Advisor to ASI/Progressive Competitor, Customer or Supplier, you may serve as follows:
- For employees: You may serve as a director (but not as an officer, employee, consultant or advisor) of or to a company that does business with ASI/Progressive, provided that your position at the other company and all transactions between ASI/Progressive and the other company are disclosed fully to and have been approved by ASI’s General Counsel or Business Leader, Finance.
- For ARX Directors: You may serve as a director of, or as a consultant or advisor to, and you may serve as an officer or employee of, a company with which ASI/Progressive does business provided that: You disclose to the ARX Board of Directors your position or relationship with the other company and the ARX Board of Directors does not take action, by a majority vote of the disinterested directors, to object to your continued service as such director, officer, employee, consultant or advisor.