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EXHIBIT 14
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CODE OF CONDUCT
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CODE OF BUSINESS CONDUCT
BALDWIN & LYONS, INC.
1099 North Meridian Street
Indianapolis, Indiana 46204
SECTION 1. PURPOSE AND SCOPE
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This document is intended to serve as the Code of Business Conduct (Code) for
Baldwin & Lyons, Inc., Protective Insurance Company, Sagamore Insurance Company,
Baldwin & Lyons, Inc. California and B&L Insurance, Ltd. which are collectively
referred to under this Code as Baldwin & Lyons.
The requirements of this Code apply to all directors, officers, and employees of
each entity named above, as well as members of these persons' families or any
affiliates of such persons (hereinafter referred to as "Covered Person(s)"). All
references to "employee(s)" include directors, officers, and employees of
Baldwin & Lyons, Inc. and its subsidiaries or affiliates.
This Code summarizes the regulatory requirements and business practices that
guide our decision making and business activities. As such, this document
contains basic information about our policies as well as information about how
to obtain guidance regarding a particular business practice or compliance
concern. It is essential that you thoroughly review this document and make a
commitment to uphold its requirements.
The Code is not intended to cover every issue or situation you may face as a
Baldwin & Lyons employee. Nor does it replace other more detailed policies and
guidelines. You should use the Code as a reference guide in addition to Baldwin
& Lyons' policies and guidelines, including the Employee Handbook, required for
your specific job.
Failure to read and/or acknowledge the Code does not exempt an employee from
his/her responsibility to comply with the standards set forth herein, applicable
laws, regulations, and all Baldwin & Lyons policies and guidelines that are
related to his/her job.
If you need details on a specific policy, you may contact the compliance team at
buscond@baldwinandlyons.com. You may also use this address if you need guidance
regarding a business practice or compliance issue. Alternatively, you may
contact the Human Resources Manager or the Internal Audit Manager.
The Code is not intended to and does not create an employment contract between
you and Baldwin & Lyons, Inc. Further, the Code does not create any contractual
rights between Baldwin & Lyons and its employees or create any express or
implied promise for specific treatment in specific situations. Your employment
relationship with Baldwin & Lyons can be terminated at any time for any reason
with or without cause.
The Securities and Exchange Commission has defined the term `code of ethics' as
"written standards that are reasonably designed to deter wrongdoing and promote:
1. Honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
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2. Full, fair, accurate, timely and understandable disclosures in
reports and documents that a publicly traded company files with,
or submits to, the Commission and in other public communications
made by the company;
3. Compliance with applicable governmental laws, rules and
regulations;
4. The prompt internal reporting to an appropriate person or persons
identified in the code of violations of the code; and
5. Accountability for adherence to the code."
Baldwin & Lyons designed this Code to achieve the objectives set forth above in
a manner that is appropriate to the nature and scope of its activities and that
best meet its needs and organizational structure. This Code will address each of
the above guidelines and discuss the responsibilities of Covered Persons in
relation to each principle to which they are expected to adhere to and promote.
SECTION 2. STANDARDS
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GENERAL - As employees, each day we interact with a variety of individuals and
groups--including our customers, partners, competitors, co-workers,
shareholders, vendors, government and regulatory agencies, and the communities
in which we operate. We are committed to interacting with all of these audiences
in a respectful, ethical manner and in full compliance with all regulatory
requirements. We manage our business responsibly in order to maintain the
confidence, respect, and trust of our customers, consumers, partners,
shareholders, and other audiences.
REGULATORY COMPLIANCE - As employees, we are expected to be aware of and
strictly obey the laws and regulations that govern the management of our
business. We are responsible for understanding these laws and regulations as
they apply to our jobs and for preventing, detecting, and reporting instances of
non-compliance to a member of Baldwin & Lyons management as described in Section
4 of this Code, Human Resources or as described in Section 8 of this code. There
are no circumstances at Baldwin & Lyons that would allow an employee to
disregard any law or regulatory requirement in the conduct of our business, and
no such activity will be tolerated.
FINANCIAL REPORTING - As employees, we are expected to honestly and accurately
record and report all business information and to comply with all local, state,
and federal laws regarding record completion and accuracy. Baldwin and Lyons
requires that all financial transactions be executed in accordance with
management's authorization, and recorded in a proper manner in order to maintain
accountability for Baldwin & Lyons' assets. Baldwin and Lyons financial
information reflects only actual transactions and is in compliance with
applicable accounting practices.
INSIDER INFORMATION - In the course of doing business or in discussions with one
of our customers, vendors, or partners, Covered Persons may become aware of
material non-public information about that organization. Information is
considered "material" if it might be used by an investor to make a decision to
trade in the public securities of the company. Individuals who have access to
this type of information are called "insiders." Covered Persons should only
discuss this information on a limited, strict "need to know" basis internally
and not share it with anyone outside Baldwin & Lyons. Covered Persons must not
buy or sell the public securities of a company, including our own, if they have
such information, and they must not share ("tip") this information with others.
Because of the extremely sensitive nature of and severe penalties associated
with "insider trading" and "tipping," Covered Persons must contact those
individuals named in Section 4 of this Code before buying or selling public
securities in situations that could be of this nature.
CONFLICTS OF INTEREST - Each Covered Person owes a fiduciary duty to act with
good faith and loyalty in promoting the interests of Baldwin & Lyons. As such,
Covered Persons should follow a high standard of business ethics and be aware of
situations that may give rise to actual or apparent conflicts of interest. A
conflict of interest occurs when the personal or private interests of a Covered
Person interferes with the best interests of Baldwin & Lyons or those with
vested interests in the performance of Baldwin & Lyons. For example, a conflict
of interest would arise if a Covered Person received an improper personal
benefit that resulted from his position within Baldwin & Lyons.
As a general rule, all transactions involving a Covered Person should be fair
and reasonable to Baldwin & Lyons, its customers, the public and other
individuals and entities that have interests in Baldwin & Lyons.
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All Covered Persons should not have any undisclosed, unapproved financial or
other business relationships with suppliers, customers, shareholders,
prospective shareholders or customers, accounts, claimants, policyholders,
vendors or competitors, regardless of materiality. If a Covered Person is
uncertain about whether an actual or apparent conflict of interest exists
between personal interests and those of Baldwin & Lyons, it should be promptly
disclosed and discussed with those individuals named in Section 4 of this Code
as soon as the situation arises.
As a general principle, all transactions that personally affect a Covered Person
should be fair and reasonable to Baldwin & Lyons and not be placed before the
interests of Baldwin & Lyons.
1. A Covered Person should not improperly use his personal influence
or relationships to influence decisions of Baldwin & Lyons and
thereby cause the Covered Person to benefit at the expense of
Baldwin & Lyons.
2. A Covered Person must not cause Baldwin & Lyons to take an action,
or fail to take an action, that would result in a personal benefit
to the Covered Person.
Covered Persons are specifically prohibited from having a direct or material
indirect business relationship with Ernst & Young LLP or any of its affiliates,
or having an ownership interest in, or serving as an officer or director of, any
company (public or private) that has any direct or material indirect business
relationship with Ernst & Young LLP or any of its affiliates, except that this
prohibition shall not apply when the only association between Ernst & Young and
the company (public or private) is as external auditor.
Each Covered Person shall provide a prompt and full disclosure of any potential
conflict of interest to the management of Baldwin & Lyons in accordance with
Section 4 of this Code. Disclosures shall be in writing and made prior to
entering into any transaction or relationship, which may reasonably be expected
to give rise to an apparent or actual conflict of interest. This includes, but
is not limited to, the following items:
1. Serving in the capacity as a director, officer partner,
consultant, or other position with any other company or individual
with which Baldwin & Lyons has current or prospective business
dealings;
2. Receiving or giving gifts by a Covered Person from or to any
individual or company with which Baldwin & Lyons has current or
prospective business dealings if that gift creates the appearance
of influencing the recipient. The receipt or giving of customary
business gifts from or to any company or individual with which
Baldwin & Lyons has current or prospective dealings is
appropriate, provided such gift is business related, reasonable in
cost, appropriate, and neither so frequent nor so costly as to
raise a question of impropriety.
3. Any ownership by a Covered Person of a significant financial
interest in any company with which Baldwin & Lyons has current or
prospective business dealings unless that Covered Person's
involvement is only that of an investor and the nature of those
significant financial interests have been fully disclosed to the
Audit Committee of the Board of Directors and the management of
Baldwin & Lyons.
4. Any reason why Ernst & Young would not be considered to be
independent.
SECTION 3. COMPLIANCE WITH APPLICABLE LAWS
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It is the responsibility of each Covered Person to promote compliance with the
standards and restrictions imposed by the laws, rules and regulations applicable
to Baldwin & Lyons. If any laws conflict with this Code, a Covered Person must
follow the law. The Company's legal department may be contacted for advice
concerning compliance with any applicable laws or regulations.
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SECTION 4. ADMINISTRATION AND ENFORCEMENT
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This Code was created to comply with the requirements of the Securities and
Exchange Commission and the rules promulgated by the National Association of
Securities Dealers (NASDAQ). As such, the Baldwin & Lyons Ethics Committee shall
be responsible for the implementation of this Code and to ensure that all
Covered Persons are aware of their respective obligations under this Code. The
Ethics Committee will consist of the Chairman of the Audit Committee of the
Board of Directors, who will serve as chairman and the following individuals
employed by Baldwin & Lyons, Inc.: chief executive officer, chief financial
officer, corporate general counsel, and the internal audit manager.
The Ethics Committee will meet annually to report on the overall status of the
Code. The Ethics Committee will report directly to the Audit Committee of the
Board of Directors.
Violations of Baldwin & Lyons' Code of Business Conduct cannot and will not be
tolerated. Consequences for such violations may include disciplinary action up
to and including termination of employment. Individuals who have willfully
failed to report known violations will also be subject to disciplinary action.
If a Covered Person has knowledge or is suspicious of any non-compliance with
this Code or is concerned with whether circumstances could lead to a violation
of this Code or other laws, then the Covered Person should report the situation
in accordance with the information provided in Section 8, below.
SECTION 5. ACCOUNTABILITY FOR ADHERENCE TO THE CODE
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All Baldwin & Lyons employees are accountable and responsible for fully
understanding and complying with the Code of Business Conduct, applicable laws,
regulations, and all Baldwin & Lyons policies and guidelines that are related to
their jobs. In fulfilling these responsibilities each employee must:
o Read, understand, and comply with the Code of Business Conduct, all
applicable laws, regulations, and all Baldwin & Lyons policies and
guidelines that are related to his/her job.
o Participate in training and educational programs/events required for his/her
job.
o Obtain guidance for resolving a business practice or compliance concern
if he/she is uncertain about how to proceed in a situation.
o Recognize and report possible violations of the Code of Business
Conduct, policies, guidelines, applicable laws, and regulatory
requirements for resolution.
o Cooperate fully in any investigation.
o Make a commitment to conduct Baldwin & Lyons' business with integrity
and in full compliance with all applicable laws and regulatory
requirements.
o To inform all family members or affiliated persons of the Code, and to
report any and all disclosures necessary for compliance with this Code.
SECTION 6. CONTINUOUS EVALUATION OF THE CODE
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This Code is not all inclusive and Baldwin & Lyons, Inc. reserves the right to
modify its terms upon subsequent audits and evaluations so that it may continue
to evidence its commitment to promoting and upholding the highest ethical
standards.
SECTION 7. QUESTIONS AND NOTIFICATION
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If you need details on a specific policy, you may contact the Ethics Committee
at buscond@baldwinandlyons.com. You may also use this address if you need
guidance regarding a business practice or compliance issue. Alternatively, you
may contact the Human Resources Manager or the Internal Audit Manager.
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SECTION 8. CONFIDENTIAL AND ANONYMOUS REPORTING
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Any individual who wishes to report issues regarding questionable or fraudulent
accounting or auditing practices by the Company may do so confidentially and
anonymously by contacting a third-party messaging service, at:
Toll free telephone number 1- 866-815-6711
Email address bwinb@openboard.info
Web site http://www.openboard.info/bwinb/
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The third-party vendor will remove your contact information prior to forwarding
your communication to an outside legal counsel and to the Chairman of the Audit
Committee.
Alternatively, an email or letter may be sent directly to the Chairman of the
Audit Committee at:
Email address auditcommittee@baldwinandlyons.com
Mailing address 1099 North Meridian Street,
Indianapolis, IN 46204
Letters and emails sent directly to the Chairman of the Audit Committee may be
submitted anonymously if you choose to do so. However, any identification
included in your communication will not pass through a third party in this
instance. Baldwin & Lyons will handle all inquiries discreetly and make every
effort to maintain, within the limits allowed by the law, the confidentiality of
anyone reporting questionable behavior and/or a possible violation.
Baldwin & Lyons will not tolerate any retribution or retaliation taken against
any Covered Person who has, in good faith, sought out advice or has reported
questionable behavior and/or a possible violation. However, if any Covered
Person makes a knowingly false report of questionable behavior and/or a possible
violation for the purpose of harming another individual, that person will be
subject to disciplinary action.