EX-99.CODE ETH
THE "CODE"
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THE CODE OF ETHICS APPLIES TO THE PRINCIPAL EXECUTIVE, FINANCIAL AND ACCOUNTING
OFFICERS OF THE PHOENIX COMPANIES, INC. ("PNX"). IT CONSTITUTES THE MAIN PART OF
THE PHOENIX CODE OF CONDUCT, WHICH HAS APPLIED TO ALL EMPLOYEES OF PNX AND ITS
SUBSIDIARIES FOR MANY YEARS. WE PLAN TO CONTINUE TO REVISE BOTH CODES FROM TIME
TO TIME AS NEEDED TO KEEP THEM VIABLE, RELEVANT AND IN COMPLIANCE WITH ALL
APPLICABLE LEGISLATIVE AND REGULATORY REQUIREMENTS.
COMMITMENT TO SHAREHOLDERS
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PHOENIX IS COMMITTED TO PROVIDING SHAREHOLDER VALUE. ONE WAY WE DO THIS IS BY
OBSERVING THE HIGHEST STANDARDS OF LEGAL AND ETHICAL CONDUCT IN ALL OF OUR
BUSINESS DEALINGS.
CONFLICTS OF INTEREST
Phoenix expects every employee, officer and director to maintain the highest
moral and ethical standards and to avoid conflicts of interest in conducting
business activities. A "conflict of interest" occurs when an individual's
private interest interferes, or even appears to interfere, in any way with the
interests of the corporation as a whole. A conflict situation can arise when an
employee, officer or director takes actions or has interests that may make it
difficult to perform his or her work for the Company objectively and
effectively. Conflicts of interest also arise when an employee, officer or
director, or a member of his or her family, receives improper personal benefits
as a result of his or her position in the Company.
Employees requested to serve on the Board of Directors of another company by
Phoenix owe a fiduciary duty to Phoenix as well as to the company on whose Board
of Directors he or she serves. Where conflicts of interest arise between the
interests of Phoenix and the other company, the employee should consult
Phoenix's General Counsel for guidance. Moreover, no employee requested to serve
on the Board of Directors of another company shall accept fees or other
compensation for Board service. In the event the company for which an employee
serves as a director requires directors to receive fees, any remuneration
received by the employee shall be donated to a charitable organization. The
Company will offset any tax consequences incurred by the employee.
All conflicts of interest must be disclosed in writing to the Chief Compliance
Officer. Employees, officers and directors are required to file a Conflict of
Interest Statement annually. Any conflicts of interest that arise following
completion of the Conflict of Interest Statement must be promptly reported to
the Chief Compliance Officer in writing.
CORPORATE OPPORTUNITIES
Employees, officers and directors owe a duty to the Company to advance its
legitimate interests when the opportunity to do so arises. Consequently,
employees, officers and directors are prohibited from engaging in the following
activities:
o Taking for themselves personal opportunities that are discovered
through the use of corporate property, information or position;
o Using Company property, information or position for personal gain; and
o Competing with the Company.
INSIDER TRADING AND PERSONAL TRADING
Federal securities laws and Company policy prohibit the purchase or sale of
securities while in possession of material non-public information and prohibit
passing such information on to others. No employee, officer or director may buy
or sell Phoenix securities if he or she has material non-public information.
This restriction also applies to an employee's spouse, other adults living in
the employee's household, and minor children. Employees and their family members
also must avoid passing non-public information on to third parties.
Information is "material" if a reasonable investor would probably consider the
information important in deciding whether to buy, hold or sell securities of the
company to which the information relates.
Officers are subject to certain restrictions under New York Insurance Law
governing ownership of Phoenix stock. Officers and their family members are
prohibited from purchasing shares of Phoenix stock for a period of two years
from the date of demutualization.
All employees with a title of Vice President or higher, plus certain other
employees whose positions place them in regular contact with non-public
information, are subject to a further restriction as well. These employees may
only buy or sell Phoenix securities during "window" periods.
No employee, officer or director may buy or sell securities of another company
with the knowledge that those securities are being considered for purchase or
sale by Phoenix, any of its subsidiaries or any advisory accounts. In the case
of any company in which Phoenix owns 10 percent or more of the outstanding
equity, no employee (or family member) may make any personal investment without
prior approval from the Law Department.
Certain employees who are involved with the Company's investment adviser and
broker-dealer operations may be required to secure preclearance of and/or report
all personal securities transactions. In addition, Phoenix reserves the right to
require duplicate confirmations, quarterly transaction reports and prior
clearance for any personal securities transactions. If you have any question
whether your position requires preclearance or reporting, you should contact the
compliance officer for your business area (investment adviser or broker-dealer)
or the Corporate Compliance Department.
CONFIDENTIALITY
Employees are required to maintain the confidentiality of information entrusted
to them by the Company or its customers. Disclosure of confidential information
is restricted to authorized persons or in situations in which disclosure is
legally mandated. Confidential information includes all non-public information
that may or may not be of use to competitors, or harmful to the Company or its
customers if disclosed, including, but not limited to: internal operating
procedures; investment strategies; sales data and customer lists; financial
plans; projections; and reports. An employee's obligation to protect
confidential information continues even after termination of his or her
employment.
PROTECTION AND USE OF COMPANY PROPERTY AND ASSETS
Employees are given access to Company property to assist them in effectively
carrying out their duties to the Company. Company property should only be used
for legitimate purposes. All employees should protect the Company's property and
ensure its efficient use. Theft, fraud, carelessness and waste have a direct
impact on the Company's profitability.
Examples of Company property include proprietary and non-public information,
equipment, facilities, vehicles, funds and other assets. Improper use or abuse
of Company property is prohibited. Expenses to be paid for by the Company, via
reimbursement or direct payment, are limited to those expenses that are
authorized and related to legitimate business activities.
CORPORATE DISCLOSURES
As a public company, Phoenix is required to publicly disclose certain
information on a regular basis. This includes financial information and other
material information about The Phoenix Companies, Inc. It is imperative that
such information is disseminated in a consistent manner and in accordance with
SEC disclosure requirements and Company policy. In order to ensure that
information released is accurate and properly disseminated, only certain
individuals are authorized to speak on behalf of the Company. Employees are
prohibited from speaking with rating agencies, analysts, investors or the press
without obtaining prior authorization from the President and Chief Executive
Officer. Employees receiving any such inquiries should refer such individuals to
the appropriate area for response:
o Press and News Media - All inquiries must be referred to the Senior
Vice President, Corporate Communications.
o Rating Agencies - All inquiries must be referred to the Chief Financial
Officer.
o Securities Analysts and Investors - All inquiries must be referred to
the Vice President, Investor Relations or the Chief Financial Officer.
Employees are prohibited from disclosing any non-public information about the
Company's financial performance or commenting on the Company's stock
performance.
ACCURACY AND RETENTION OF COMPANY RECORDS
The integrity of Phoenix's records is vital to the Company's continued success.
The altering, falsification or misuse of Company documents is strictly
prohibited.
Phoenix's business transactions must be accurately recorded on the Company's
books and records in accordance with generally accepted accounting principles,
any other required accounting basis and established Company policy. Financial
information must fairly represent all relevant information.
The retention and destruction of Company records shall be in accordance with
established Company policies and applicable legal and regulatory requirements.
COMMITMENT TO CLIENTS
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Phoenix upholds its commitment to our clients by conducting our business fairly
and honestly, and maintaining the highest ethical standards in all dealings with
customers.
SAFEGUARDING CUSTOMER ASSETS
Employees have an obligation to safeguard the assets of our customers at all
times, and to protect them from all forms of misuse. Misappropriation of funds
can include theft, fraud, embezzlement or
unauthorized borrowing. Employees must not, under any circumstances,
misappropriate funds, property or other assets, or assist another individual in
doing so.
ETHICAL MARKET CONDUCT
The Company expects all who are involved in the sales and marketing of its
products and services to abide by the following principles:
o Conduct business according to high standards of honesty and fairness;
o Provide competent and customer-focused sales and service;
o Engage in active and fair competition;
o Provide clear, honest and fair advertising and sales materials;
o Handle customer complaints and disputes in an appropriate and timely
manner; and
o Monitor sales and service procedures to help ensure compliance with
ethical market conduct.
PRIVACY AND CONFIDENTIAL PERSONAL INFORMATION
It is the responsibility of every employee to maintain the privacy of
confidential personal information. Confidential personal information includes
non-public financial and health information obtained from consumers and
customers in connection with providing a financial product or service. Specific
examples of confidential personal information include information concerning
assets, income, businesses, estates, financial plans and health.
The misuse of confidential personal information could subject Phoenix and its
employees to civil liability or criminal penalties. Before releasing
confidential information to anyone, employees must make certain that releasing
it is permitted under Phoenix's policies or authorized in writing by the person
to whom it relates.
CUSTOMER COMPLAINTS
The Company is committed to fairly and expeditiously handling all customer
complaints. All complaints must be handled and reported in accordance with
established corporate policies as well as procedures established for the
applicable business unit or affiliate. Maintaining centralized records serves
not only regulatory authorities with oversight of the Companies, but also
provides Phoenix and its affiliates with information to consider areas where
changes or improvements are needed.
FRAUD
The Company strongly supports all efforts to detect and prevent fraud. It
believes that only through aggressive action to combat fraud can the Company
continue to meet its fundamental obligations to its stockholders and customers.
When there is reason to believe that Phoenix has been the target of fraud or
attempted fraud, it will aggressively work with the appropriate law enforcement
officials to seek prosecution and conviction of the responsible individual(s).
Any employee who is aware of or suspects fraud must report it to the Corporate
Audit Department immediately.
INSURANCE ANTI-FRAUD PLAN
In accordance with insurance regulatory requirements, Phoenix has a
comprehensive insurance anti-fraud plan that is designed to:
o Prevent insurance fraud, including: internal fraud involving the
Company's officers, employees or agents, fraud resulting from
misrepresentations on applications for insurance, and claims fraud;
o Report insurance fraud to appropriate law enforcement and regulatory
authorities;
o Encourage cooperation in the prosecution of insurance fraud cases; and
o Aggressively pursue recovery of all sums improperly paid by the Company
as a result of fraud.
COMMITMENT TO CORPORATE CITIZENSHIP
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Phoenix is committed to being a responsible corporate citizen, which includes
compliance with applicable laws and regulations of the jurisdictions in which we
operate as well as engaging in fair competition in the marketplace.
COMPLYING WITH LEGAL AND REGULATORY REQUIREMENTS
The Company expects all employees to conduct business in accordance with all
applicable laws and regulations. The laws and regulations related to the
financial services industry are complex, thus placing a duty on each employee to
take all reasonable steps to ensure his or her actions are in compliance.
Compliance with the law does not comprise our entire ethical responsibility.
Rather, it is a minimum standard for performance of our duties.
ACCOUNTING, INTERNAL ACCOUNTING CONTROLS OR AUDITING MATTERS
The Company treats complaints about accounting, internal accounting controls, or
auditing matters seriously and expeditiously. Employees will be given the
opportunity to submit confidential and anonymous complaints about accounting or
auditing matters for review by representatives of Phoenix, and if appropriate,
the Audit Committee of the Board of Directors. These complaints will be handled
in a manner that protects the confidentiality and anonymity of the employee when
so requested by the employee.
No employee will be terminated or otherwise retaliated against for submitting a
complaint under this procedure if the employee reasonably believes that the
complaint involves a violation of federal securities or anti-fraud laws.
FAIR DEALING
Each employee must deal fairly with the Company's customers, suppliers,
competitors and employees. No employee shall take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or other unfair-dealing practice.
ANTITRUST
Phoenix is committed to preserving a free and competitive marketplace and will
not engage in any understandings or agreements with any competitor that could
result in a restraint of trade. Employees must avoid engaging in any conduct
that violates the antitrust laws, such as agreements with competitors regarding
prices, terms of sale, division of markets and allocations of customers.
Discussions with competitors related to market share, projected sales for any
specific product or service, revenues and expenses, production schedules,
unannounced products and services, pricing or marketing strategies are
prohibited.
The antitrust laws also apply to informal contacts with competitors, such as
trade shows or meetings of professional organizations. Every employee has an
obligation to avoid situations that could result in a violation of the antitrust
laws. Any questions concerning the legality or appropriateness of specific acts
should be directed to the Law Department.
ANTI-MONEY LAUNDERING
It is the responsibility of every employee to protect the Company from
exploitation by individuals engaged in money laundering activities. Accordingly,
each employee must undertake the following:
o Become familiar with the anti-money laundering laws and their
requirements as applied to the Company; and
o Learn and fully comply with the Company's anti-money laundering
policies and procedures.
Failure to comply with applicable laws or the Company's policies may result in
significant criminal and civil penalties to the Company as well as those
individuals involved. Furthermore, association with any money laundering
activity subjects both the Company and its employees to civil and criminal
penalties.
LOBBYING AND POLITICAL CONTRIBUTIONS
Lobbying is generally defined as communicating with a public official, or a
member of his or her staff, in the legislative or executive branch of
government, for the purpose of influencing legislative or administrative action.
Lobbying is highly regulated and lobbyists are required to be registered and to
report their activities. No employee may engage in lobbying on behalf of Phoenix
without prior permission of the Law Department.
The giving of gifts to local public officials and members of their staff,
whether in the form of meals, tickets to events or otherwise, is strictly
regulated by most states and by the federal government.
Employees must be careful to distinguish between personal and corporate
political activities. Unless specifically requested by the Company to
communicate on its behalf on a particular issue, you should identify
communications with legislators as expressing your own personal beliefs and not
those of Phoenix. The use of Phoenix stationery for any personal political
communication is prohibited. Any employee wishing to be a candidate for elective
office should consult with his or her supervisor and department head in advance.
Questions regarding the Company's position on proposed legislation or regulation
should be referred to Government Relations or the Law Department.
FOREIGN CORRUPT PRACTICES ACT
The Foreign Corrupt Practices Act prohibits the payment or authorization of the
payment of any money, or the giving of value, directly or indirectly, to a
foreign official for the purpose of:
o Influencing any act or decision of the foreign official; or
o Inducing the foreign official to use his influence to assist in
obtaining business for or directing business to any person.
A "foreign official" is any person acting in an official capacity on behalf of a
foreign government, agency, department or instrumentality. Also included under
the term "foreign official" are foreign political parties, officials of
political parties and candidates for foreign political office.
The Foreign Corrupt Practices Act applies to all officers, directors, employees
and agents of the Company. Violation of the act can result in both fines and
imprisonment.
COPYRIGHTS, TRADEMARKS AND PATENTS
Employees must avoid infringing upon the intellectual property rights of others.
Intellectual property includes copyrights, trademarks, service marks, patents
and trade secrets. Improper use includes copying, distributing or modifying
third party copyrighted materials without permission. Infringement may result in
criminal as well as civil liabilities for Phoenix and its employees.
The Company has an agreement with the Copyright Clearance Center that gives a
license to Phoenix employees to make photocopies of many publications for
business purposes. Contact the Corporate Compliance Department with any
questions about the types of copying that are covered by the agreement.
COMMITMENT TO EMPLOYEES
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PHOENIX'S EMPLOYEES ARE OUR MOST IMPORTANT ASSET AND WE ARE COMMITTED TO
FOSTERING A WORK ENVIRONMENT IN WHICH EMPLOYEES HAVE THE OPPORTUNITY TO GROW,
CONTRIBUTE AND PARTICIPATE FREE FROM DISCRIMINATION.
EQUAL OPPORTUNITY
Phoenix employs and promotes on the basis of merit and achievement without
regard to age, race, gender, color, religion, national origin, ancestry, sexual
orientation, marital status, or disability. This policy applies to every phase
of the employment process and every aspect of the employment relationship:
recruitment, hiring, training, promotions, transfers, terminations, benefits,
compensation and participation in Company-sponsored educational, social and
recreational programs.
SEXUAL HARASSMENT
Phoenix prohibits sexual harassment in the workplace. Sexual harassment includes
unwelcome sexual advances, requests for sexual favors and other verbal, visual
or physical conduct when:
o Submission is made either explicitly or implicitly a term or condition
of a person's employment;
o Submission to or rejection of inappropriate conduct by an employee is
used as the basis for employment decisions affecting the employee; or
o The conduct has the purpose or effect of unreasonably interfering with
an individual's work performance or creating an intimidating, hostile
or offensive working environment.
Sexual harassment also includes unwelcome sexual flirtations and advances;
verbal abuse of a sexual nature; inappropriate touching; graphic or verbal
comments about an individual's body; displaying in the workplace a sexually
suggestive object or picture; and sexually explicit or offensive jokes.
EMPLOYMENT OF RELATIVES
The employment of relatives of any director or officer, or any employee working
in the Human Resources Department, Corporate Audit Department or Corporate
Compliance Department is prohibited. If a situation arises in which relatives
are employed by the company and one or both of them later become officers or
employees in the departments specified so as to be covered by this policy, a
request for a waiver to continue employment of both individuals must be
submitted to the Senior Vice President, Corporate Services. Under no
circumstances will exceptions be granted for officers at the Vice President
level and above, or directors.
In addition, related non-officer employees are prohibited from working in the
same department, reporting to the same supervisor or reporting to a relative.
This policy applies to directors, officers and employees of all affiliated
companies, including situations in which the employees may be employed by
separate legal entities. This policy also applies to consultants and service
providers.
For the purposes of this policy, a relative is defined as a spouse, child,
parent, sibling, step-parent, step-child, step-sibling, grandparent, grandchild,
aunt, uncle, nephew, niece, first cousin and in-law.
WORKPLACE SAFETY
Phoenix is committed to maintaining a work environment that is safe and healthy
for its employees and others. Questions concerning health and safety matters
should be referred to your supervisor or Human Resources representative. All
job-related injuries or illnesses should be reported immediately to your
supervisor or Human Resources representative.
Phoenix also does not tolerate acts of violence or threats of violence against
employees or Company property. Possession of firearms or other weapons anywhere
on Company property or while conducting Company business is prohibited. Any
situation or concern involving violent behavior or the threat of violence should
be immediately reported to Security or Human Resources.
DRUGS AND ALCOHOL
The sale, purchase, use, possession or transfer of narcotics or other legally
controlled substances by employees while on Company premises or on Company
business (other than use of prescription drugs in accordance with a physician's
orders) is prohibited. Employees attending functions on behalf of the Company
where alcohol is served are expected to use good judgment and avoid consuming
excessive amounts of alcoholic beverages.
VIOLENT CRIME CONTROL AND LAW ENFORCEMENT ACT OF 1994
Federal Law prohibits the employment of any person convicted of a felony
involving dishonesty or breach of trust by an insurance company without the
consent of the appropriate state insurance department. To assist the Company in
fulfilling its responsibilities under this law, employees are required to
disclose any felony conviction to the Company at the time of application for
employment. Any employee who is subsequently convicted of a felony must report
this fact to the Company immediately.
EMPLOYEE OWNERSHIP OF PHOENIX STOCK
Employees, officers and directors are subject to various requirements including
federal securities laws, and New York Insurance law restrictions governing the
ownership of Company stock. Please refer to the Insider Trading and Personal
Trading section of this Code for more information.
COMMITMENT TO ETHICS AND COMPLIANCE
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A STRONG COMMITMENT TO BUSINESS ETHICS AND COMPLIANCE IS THE FOUNDATION OF A
SUCCESSFUL ORGANIZATION. EVERY EMPLOYEE IS EXPECTED TO CARRY OUT THE COMPANY'S
BUSINESS ACTIVITIES IN AN ETHICAL MANNER AND CONSISTENT WITH APPLICABLE LAWS,
REGULATIONS, POLICIES AND GUIDELINES.
ETHICAL DECISION MAKING
Phoenix's success is dependent on each of us applying the highest ethical
standards to whatever we do on behalf of the Company. Consider the following
guidelines in making ethical decisions.
o Is my action consistent with approved Company practices?
o Is my action consistent with the Company's preeminent values?
o Does my action give the appearance of impropriety?
o Can I, in good conscience, defend my action to my supervisor, other
employees or the general public?
o Does my action meet my personal code of ethical behavior?
o Does my action conform to the spirit of these guidelines?
COMPLIANCE WITH LAWS AND REGULATIONS
Phoenix values its corporate reputation for complying with all applicable laws
and regulations in the conduct of its business. Every employee, officer and
director shall comply with all applicable laws and regulations while acting on
behalf of the Company.
MONITORING CODE COMPLIANCE
The Corporate Compliance and the Corporate Audit Departments are responsible for
monitoring the compliance activities of all areas and ensuring that the Code is
being followed. Compliance will be monitored by periodic audits where
appropriate.
OBTAINING GUIDANCE
In any instance where you are uncertain of your obligations under the Code, you
should seek guidance before taking any action. If you have a question concerning
the Code or any of the Company's related policies or procedures, you should
contact the Corporate Compliance Department or the Law Department.
TOLL-FREE HELP LINE
Phoenix maintains a confidential, 24-hour, toll-free telephone help line for the
purpose of requesting assistance or reporting violations.
Assistance is available during regular business hours. If you call outside of
regular business hours, leave a confidential message and your call will be
returned the following business day. Special security measures have been taken
with this help line to ensure confidentiality. If you wish to remain anonymous,
you may request a case identification number and refer to that number in
subsequent phone calls.
OBLIGATION TO REPORT
Employees are obligated to report suspected violations of the Code to their
department head, the Chief Compliance Officer or the Law Department. Failure to
do so will result in disciplinary action, including potential termination of
employment.
WHISTLEBLOWER PROTECTION
No retaliation or retribution of any kind will be taken against an employee who
reports a suspected violation of the Code in good faith.
INVESTIGATION
All allegations of suspected violations will be promptly investigated and
appropriate action will be taken. Investigations will be conducted in an
objective, professional manner. The specifics of an investigation, including the
identity of the individual reporting the information, will be kept confidential
except as such disclosure is necessary to fully investigate the allegations,
facilitate resolution and/or report the results to appropriate authorities.
DISCLOSURE TO GOVERNMENT AUTHORITIES
Certain actions and omissions prohibited by the Code may also violate criminal
laws and may subject violators to criminal prosecution. The Law Department will
review the results of investigations that indicate potential violations of
criminal law and recommend to the appropriate senior officers whether disclosure
to appropriate enforcement authorities is warranted.
DISCIPLINARY ACTION FOR VIOLATIONS
Failure to adhere to the Code as well as other Company policies and applicable
laws may result in disciplinary action up to and including termination of
employment. Situations in which disciplinary action may be appropriate include:
o Authorization of or participation in activities that violate the law,
the Code or other Company policies;
o Retaliation, direct or indirect, or encouragement of others to
retaliate against an employee who reports a suspected violation;
o Failure to cooperate with an investigation of suspected violations,
including interfering with or obstructing an investigation; and
o Failure to report a violation of the law, the Code or other Company
policies.