Exhibit 14
MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
CODE OF BUSINESS CONDUCT AND ETHICS
INTRODUCTION AND PURPOSE
Motors Mechanical Reinsurance Company, Limited ("MMRC" or the "Company") expects
the highest possible ethical conduct from its employees, officers, and
directors. Full compliance with this Code of Business Conduct and Ethics (the
"Code") is mandatory. The Code is expected to foster a culture of transparency,
integrity and honesty and has been established pursuant to Section 406 of the
Sarbanes-Oxley Act of 2002. It is designed to deter wrongdoing and to promote:
o Honest and ethical conduct, including ethical handling of actual or
apparent conflicts of interest in personal or professional
relationships;
o Full, fair, accurate, timely, and understandable disclosure in reports
and documents that the Company files with, or submits to, the U.S.
Securities and Exchange Commission ("SEC") and other public
communications;
o Compliance with rules and regulations of federal, state, and local
governments, and other appropriate private and public regulatory
agencies;
o Prompt internal reporting of possible violations of this Code of
Ethics with the appropriate persons within the Company; and
o Accountability for adherence to this Code of Ethics.
CODE OF ETHICS
In accordance with the rules of the U.S. Securities and Exchange Commission, any
change to, or waiver of, any provision of this Code that applies to the
Company's employees, officers and directors (or persons performing similar
functions) must be publicly disclosed immediately.
I. CONFLICTS OF INTEREST
Every employee, officer, and director of the Company should avoid any
situation where the personal interest of the employee, officer, and
director or any of their family members, conflicts or may appear or be
likely to conflict, with those of the Company. Conflicts would arise (a) if
the actions of the employee, officer, or director might result in an
improper gain or advantage to the employee, officer, or director, their
family members, or any other person with whom the employee, officer, or
director has any association; or (b) if public disclosure of the situation
could have an adverse effect on Company or its members. While it is not
possible to state all cases involving potential conflicts of interest, the
following examples are illustrative:
1. Questionable Payments. No employee, officer or director may offer any
gift, loan or payment to any person having any business or
professional relationship with the Company. This does not prohibit
gifts of nominal value made as tokens of respect and friendship and
not related to any particular business transaction.
2. Gifts and Favors. No employee, officer, or director may accept, or
permit his or her relatives or associates to accept, any gift, payment
or favor from any person except the Company, which is, or might appear
to be intended to influence or create a potential conflict of interest
with the performance of an employee, officer, or director's official
duties.
Exhibit 14
(Continued)
3. Entertainment. No entertainment, given or received, may exceed usual
and reasonable limits as a part of normal business activity.
4. Loans and Investments. Any loan from, and investment in any business
with which the Company has business relationships (including
competitors and those from which the Company secures goods or
services) are sources of actual or potential conflicts of interest.
Any loans to, or investment by an employee, officer or director or a
member of his or her family must be reported in advance to the
Company's President & Chief Executive Officer, Principal Financial
Officer, and/or Board of Directors for review, unless it falls under
one of the following categories which generally would not represent a
conflict of interest:
(a) A secured or unsecured loan, including mortgages, if made at
customary rates, by banks that the Company does business.
(b) An investment in corporate securities of an entity that Company
has business relationships or competes where the number of shares
owned is insignificant compared with the number of shares
outstanding and where the value of the shares so held does not
represent a substantial portion of the individual's net worth. An
acquisition by an employee, officer, or director of an interest
in MMRC's securities is not required to be reported under this
Paragraph 4.
5. Business Affiliations. Employees, officers, and directors of the
Company may serve (with or without compensation) as a director,
officer, partner, trustee, consultant, adviser or employee of any
business enterprise outside the Company group of companies, or a
non-profit or charitable organization, provided, that they disclose
any relationship that presents an actual or apparent conflict of
interest.
6. Confidential Information. Data or information not already available to
the public or to all shareowners concerning Company's activities may
never, without the permission of the Company's President & Chairman
and Principal Financial Officer (or persons performing similar
functions) be disclosed to, or discussed with anyone who is not an
employee, officer, or director of the Company until it is first
disclosed to the public or to all shareholders nor should it be used
for personal gain.
7. Personal Use of Corporate Employees and Property. The use of, or
permitting others to use, employees, materials or equipment of Company
for personal purposes represents a conflict of interest.
8. Holding Public Office. Company's policy is to encourage participation
by its employees, officers, and directors in civic, educational, and
welfare activities. However, election or appointment of an employee,
officer, or director to public office may create a potential conflict
of interest. Accordingly, any such potential election or appointment
should be disclosed to the Company's President, & Chairman, Principal
Financial Officer, and members of its Board of Directors (or persons
performing equivalent functions) before the employee, officer, or
director is committed to accept or run for the office.
II. BUSINESS AND ACCOUNTING PRACTICES
1. The use of Company funds or assets for any unlawful or improper
purpose is strictly prohibited.
2. No secret or unrecorded fund or asset of Company shall be established
for any purpose.
3. No payment on behalf of Company shall be approved without adequate
supporting documentation or made with the intention or understanding
that any part of such payment is to be used for any purpose other than
that described by the documents supporting the payment.
Exhibit 14
(Continued)
4. Compliance with generally accepted accounting rules and established
internal controls is required at all times.
III. ACCURATE PERIODIC REPORTS
Full, fair, accurate, timely and understandable disclosures in the periodic
reports that Company files with the U.S. SEC is legally required and is
essential to the success of Company's business. Exercising the highest
standard of care in preparing such reports in accordance with the following
guidelines must be adhered to:
o Company accounting records, as well as reports produced from
those records, must be in accordance with the laws of each
applicable jurisdiction;
o All records must fairly and accurately reflect the transactions
or occurrences to which they relate;
o All records must fairly and accurately reflect, in reasonable
detail, Company's assets, liabilities, revenues and expenses;
o Company's accounting records must not contain any false or
intentionally misleading entries regardless of materiality;
o No transactions should be intentionally misclassified as to
accounts, departments or accounting periods regardless of
materiality;
o All transactions must be supported by accurate documentation in
reasonable detail and recorded in the proper account and in the
proper accounting period;
o No information should be concealed from the internal auditors or
the independent auditors; and
o Compliance with Company's system of internal accounting controls
is required.
IV. IMPROPER INFLUENCE ON CONDUCT OF AUDITS
No employee, officer, or director of the Company shall take any action to
fraudulently influence, coerce, manipulate, or mislead any independent
public or certified accountant engaged in the performance of an audit of
the financial statements of Company.
V. POLITICAL CONTRIBUTIONS AND PAYMENTS TO GOVERNMENT OFFICIALS AND PERSONNEL
While no employee, officer, or director of the Company is prohibited from
making personal political contributions as he or she may wish, no
reimbursement for personal contributions can be made by the Company where
it is prohibited from doing so.
Our dealings with officials and personnel at all levels of government in
Barbados and in other countries must always be beyond reproach. We must
avoid even the appearance of impropriety or undue influence.
1. No Company funds or assets shall be used, directly or indirectly, for
political campaign purposes in Barbados or in any other jurisdiction.
No such funds shall be used, directly or indirectly, for political
contributions elsewhere, even where permitted by applicable law,
without the prior
Exhibit 14
(Continued)
approval of the Company's President & Chairman, Principal Financial
Officer and its Board of Directors.
2. Any payment made directly or indirectly on behalf of the Company to
any official or personnel in any level of government of any country is
prohibited. As used herein, the term "payment" includes money or any
gift of more than nominal value and entertainment beyond usual and
reasonable limits. This prohibition applies to the use of corporate as
well as personal funds or assets.
3. Any payment made directly or indirectly on behalf of the Company to a
foreign government official to influence the performance of official
acts is prohibited.
VI. GENERAL LEGAL COMPLIANCE
In addition to the specific policies described above, each employee,
officer, and director of the Company is required to:
1. Comply with all applicable laws, rules and regulations.
2. Conduct his or her affairs according to the highest standards of
loyalty, ethics and integrity.
3. Promptly seek legal advice concerning any matter on which there is any
question.
4. Make every effort to insure that subordinates know and observe
Company's policies concerning business conduct and ethics.
VII. REPORTING OBLIGATIONS
It is the responsibility of every employee, officer, and director to report
any suspected violations of the Code to an appropriate level of management.
If one is still concerned after speaking with their superiors or feel
uncomfortable speaking with them (for whatever reason), they are strongly
urged to (anonymously, if you wish) send a detailed letter or e-mail (with
relevant documents) to the Company's President & Chairman, Principal
Financial Officer, and/or Board of Directors.
Any phone correspondence, detailed notes and/or e-mails will be dealt with
in a confidential manner. The individual has the commitment of the Company,
its officers, and directors that they will be protected from retaliation.
VIII. DISCIPLINARY ACTION
Any clear violation of any provision of the Code will result in
disciplinary action, including, in circumstances, dismissal of the person
or persons involved. In addition, disciplinary measures will apply to any
employee, officer, or director who directs or approves any violation of any
provision of this Code, or has knowledge of such violation and does not
promptly move to correct and report such violation in accordance with this
Code.
IX. PERIODIC REPORTING PROCEDURES
A formal report on compliance with the Code may be requested periodically
from any employee, officer, or director of the Company.
Exhibit 14
(Continued)
X. WAIVERS
Any waiver (defined below) or an implicit waiver (defined below) from a
provision of this Code is required to be disclosed in the Company's Annual
Report on Form 10-K or a report filed on Form 8-K with the SEC. A waiver is
defined by SEC rules as a material departure from a provision of the Code
and an implicit waiver means failure to take action within a reasonable
period of time regarding a material departure from a provision of the Code
that has been made known to an officer or director of the Company. Relevant
employees, officers, and directors should note that it is not the Company's
intention to grant or to permit waivers from the requirements of the Code.
Employees, officers, and directors should note that the Company expects
full compliance with this Code.
XI. INQUIRIES
All inquiries in relation to this Code or its applicability to particular
people or situations should be directed to the Company's general legal
counsel (LeBoeuf, Lamb, Greene & Mac Rae, LLP, 1875 Connecticut Ave. NW,
Washington D.C. 20009-5728, Attn: George R. Abramowitz).
It is very important that the Company's employees, officers, and directors
faithfully comply with the spirit and the letter of this Code.