Exhibit 14
PLATINUM UNDERWRITERS HOLDINGS, LTD.
AND
SUBSIDIARIES
CODE OF BUSINESS CONDUCT AND ETHICS
AND
COMPLIANCE PROCEDURES
AS AMENDED ON
MARCH 12, 2004
TABLE OF CONTENTS
CODE OF BUSINESS ETHICS AND CONDUCT
Introduction............................................................... 1
Compliance with Laws....................................................... 3
U.S. Economic and Trade Restrictions....................................... 3
U.S. Anti-Boycott.......................................................... 5
Anti-Bribery............................................................... 5
Conflicts of Interest...................................................... 6
Gifts and Entertainment.................................................... 9
Presentation/Honorarium Guidelines......................................... 10
Corporate Opportunities.................................................... 11
Fair Dealing............................................................... 11
Securities Laws and Insider Trading........................................ 12
Corporate Communications Policy............................................ 14
Confidentiality............................................................ 15
Privacy.................................................................... 16
Proper Use of Company Assets............................................... 17
Political Activity and Contributions....................................... 17
Equal Employment Opportunity and Anti-Harassment........................... 18
Health and Safety.......................................................... 20
Drugs and Alcohol.......................................................... 20
Accuracy of Company Records and Accounting Procedures...................... 21
Antitrust and Competition.................................................. 23
Record Retention........................................................... 24
COMPLIANCE PROCEDURES........................................................... 26
Compliance Contacts........................................................ 32
FORM OF ACKNOWLEDGMENT.......................................................... 34
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PREAMBLE
This Code (and any related policies) are current as of August 12, 2003. In
adopting and publishing this Code, you should note that (i) this Code may exceed
minimum legal requirements or industry practice, and (ii) nothing contained in
this Code should be construed as a binding definition or interpretation of a
legal requirement or industry practice.
Please be advised that this Code is not an employment contract and does not
modify the employment relationship between you and the Company. Nor does this
Code create any contractual or legal rights between you and the Company. Unless
an Employee has a written employment agreement with the Company, all employment
is at will, which means that the Company and the Employee each have the right to
terminate their employment relationship at any time for any reason with or
without cause and with or without notice.
The Board of Directors of Platinum Holdings reserves the right to amend this
Code at any time and for any reason, subject to applicable laws.
CODE OF BUSINESS CONDUCT AND ETHICS
INTRODUCTION
Platinum Underwriters Holdings, Ltd. ("Platinum Holdings") and all
entities controlled by Platinum Holdings (collectively, "Platinum" or the
"Company") are committed to promoting honest and ethical business conduct by all
of its employees, directors, officers and agents (collectively, "Employee(s)")
and compliance with the laws that govern the conduct of its businesses
worldwide. Platinum believes that a commitment to honesty, ethical conduct and
integrity is a valuable asset that builds trust with the Company's clients,
brokers, business partners, employees, shareholders and the communities in which
it operates. In that regard, Platinum has developed this code of business
conduct and ethics and various related policies, which are electronically linked
and incorporated herein by reference (collectively, this "Code"). By design,
this Code goes beyond the requirements of applicable laws and industry practice.
Moreover, the Company's worldwide activities subject Platinum to the laws of
several jurisdictions, and in some instances, there may be differences between
the applicable laws. Therefore, Employees should consult with their designated
compliance officer ("Compliance Officer") and/or the General Counsel if there is
any question on the proper course of conduct.
All of the Company's Employees must read and comply with this Code to
ensure that each business decision follows the Company's commitment to the
highest ethical standards and the law. It is the responsibility of every
Employee to comply with all
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applicable laws and regulations as well as all provisions of this Code. Each
Employee must report any violations of the law or this Code. Any failure to
report such violations or failure to adhere to the law or this Code may have
serious legal consequences and will result in disciplinary action by the
Company. Disciplinary action may include termination of employment.
The Company has established certain compliance procedures (the
"Compliance Procedures"), which appear at the end of this Code, to assist
Employees in complying with this Code and all applicable laws and regulations.
Situations that involve ethics and violations of certain laws are often very
complex. No single code of conduct can cover every conceivable business
situation. If you do not understand a provision of this Code, are confused as to
the appropriate action in a given situation, or wish to report a violation of
the law or this Code, you should follow the Compliance Procedures. Those
procedures will generally direct you to talk to either your manager, your
Compliance Officer and/or the General Counsel.
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COMPLIANCE WITH LAWS
First and foremost, Employees must behave in an ethical manner and
comply with all laws, rules and regulations that apply to Platinum's business
affairs in the various jurisdictions in which Platinum operates. It is the
responsibility of each Employee to know and follow the law in the applicable
jurisdiction. Employees must also report any violations of the law or this Code.
If you have any questions concerning any possible reporting or compliance
obligations, or with respect to your own duties under the law, you should not
hesitate to seek guidance from your Compliance Officer and/or the General
Counsel.
U.S. ECONOMIC AND TRADE RESTRICTIONS
The Office of Foreign Assets Control ("OFAC") of the U.S. Department of
the Treasury administers and enforces economic and trade sanctions based on U.S.
foreign policy and national security goals against targeted foreign countries,
terrorists, international narcotics traffickers, and those engaged in activities
related to the proliferation of weapons of mass destruction. Many of the
sanctions are based on United Nations and other international mandates, are
multilateral in scope, and involve close cooperation with allied governments.
Moreover, these trade restrictions may apply whether the trading takes place
from the United States or otherwise. However, U.S. trade restrictions always
apply to U.S. citizens and residents as well as entities organized under U.S.
law and persons in the United States.
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Specifically, OFAC administers a number of U.S. economic sanctions and
embargoes that target geographic regions and governments (such as Cuba, Iran,
Libya, North Korea, Sudan, Liberia, Sierra Leone, the UNITA faction in Angola,
Syria and Burma [Myanmar]) as well as other programs targeting individuals or
entities that could be anywhere (such as narcotics traffickers, named
terrorists, Foreign Terrorists Organizations, designated foreign persons
associated with Slobodan Milosevic or who threaten international stabilization
efforts in the Western Balkans, and designated foreign persons who have engaged
in activities related to the proliferation of weapons of mass destruction).
In addition to targeted countries, it is very important to note that
OFAC publishes a list of Specially Designated Nationals and Blocked Persons
("SDN"), which includes over 3,500 names of companies and individuals who are
connected with the sanctions targets and are located throughout the world. A
number of the named individuals and entities are known to move from country to
country and may end up in unexpected locations. U.S. persons are prohibited from
dealing with SDNs wherever they are located and all SDN assets are blocked.
Because OFAC's programs are constantly changing, it is very important
to check with your Compliance Officer or the General Counsel as well as the OFAC
website (www.ustreas.gov/offices/enforcement/ofac) on a regular basis to ensure
that you have complete information regarding current restrictions affecting
countries and parties with which you plan to do business. Any Employee
contemplating doing business or completing a transaction with nationals or
public or private sector entities from such countries must obtain prior approval
from both a manager and your Compliance Officer.
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U.S. ANTI-BOYCOTT
The United States has enacted laws that prohibit or penalize
participation in international boycotts not sanctioned by the United States,
specifically the Arab boycott of Israel. The relevant U.S. laws, which apply to
entities organized under U.S. law and their controlled foreign affiliates, and
to U.S. nationals or residents employed by such entities (but not to U.S.
nationals working for a non-U.S. company and residing outside the United
States), impose reporting requirements regarding any requests to participate in
any such unsanctioned boycott. All Employees shall refer any request to
participate in any such boycott to their Compliance Officer in advance of taking
any action regarding the request.
ANTI-BRIBERY
The U.S. Foreign Corrupt Practices Act ("FCPA") prohibits public (and
private) U.S. companies from making payments to foreign officials for the
purpose of obtaining or retaining business. The FCPA also requires public
companies to comply with its accounting standards, which were designed to work
in tandem with the antibribery provisions to effectively combat foreign
corruption.
In addition to the FCPA prohibitions, the Company may be subject to
anti-bribery laws in the other jurisdictions in which it conducts business,
including the United Kingdom, the European Union, Ireland or Bermuda. In short,
no commercial bribes or other similar payments or benefits shall be paid,
directly or indirectly, to any officer, director, employee or agent of brokers,
clients or other business partners, for the purpose of influencing or affecting
such person's business judgment or action.
5
CONFLICTS OF INTEREST
Employees must avoid any interest that conflicts or appears to conflict
with the interests of the Company. A conflict of interest exists if actions by
any Employee are, or could reasonably appear to be, influenced directly or
indirectly by personal considerations, duties owed to persons or entities other
than the Company, or by actual or potential personal benefit or gain. In
general, you should avoid situations where your personal interests conflict, or
appear to conflict, with those of the Company.
Any time you believe that a conflict of interest may exist, it must be
reported to and approved by your Compliance Officer. Any activity that is
approved despite the actual or apparent conflict must be specifically
documented. A conflict of interest that involves an officer who is a Senior Vice
President or above (or its equivalent) must be approved by the Board of
Directors of Platinum Holdings (or its designated committee). Other potential
conflicts of interest may be reported in due course to the Board of Directors
(or its designated committee).
Although it is not possible to describe every conceivable conflict of
interest, some situations that could cause a conflict of interest include:
(a) Doing business with family members;
(b) Having a financial interest in, or borrowing from, another company
with whom Platinum does business;
(c) Taking a second job;
(d) Managing your own business; and
(e) Serving as a director of another business.
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(a) FAMILY MEMBERS
A conflict of interest may arise if an Employee's family members work
for a client, broker or other business partner. It also may be a conflict if a
family member has a "significant financial interest" in a client, broker or
other business partner. A significant financial interest is a factual
determination that will vary for each individual Employee (i.e., whether the
financial interest could influence the Employee's objectivity or independence of
judgment under the particular circumstances). Before doing business on
Platinum's behalf with such an organization, an Employee must disclose the
situation to his/her Compliance Officer. If the approval is granted by the
Compliance Officer, it must be fully documented.
Employing relatives or close friends who report directly to you may
also be a conflict of interest. Although the Company encourages Employees to
refer candidates for job openings, Employees who may influence a hiring decision
must avoid giving an unfair advantage to anyone with whom they have a personal
relationship. In particular, Employees may not hire relatives or attempt to
influence any decisions about the employment or advancement of people related to
or otherwise close to them, unless they have disclosed the relationship to their
Compliance Officer who has approved and documented the decision.
(b) INTERESTS IN OTHER BUSINESSES
In general, Employees and their family members should not own, directly
or indirectly, a significant financial interest in any company that does
business with Platinum or seeks to do business with Platinum. If you or a family
member has a
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significant financial interest in a company with whom we do business or propose
to do business, that interest must be approved by your Compliance Officer prior
to the transaction.
Non-employee directors of the Company have additional duties in this
regard. Non-employee directors may not have significant financial interests in
or be affiliates of a company with whom Platinum does business or proposes to do
business unless the director:
(i) discloses any such relationship promptly after the director
becomes aware of it,
(ii) removes himself or herself from any Board activity that
directly impacts the relationship between Platinum and any
such company with respect to which the director has a
significant financial interest or is an affiliate, and
(iii) obtains prior approval of the Board of Directors (or its
designated committee) for any transaction of which the
director is aware between Platinum and any such company
that is not in the ordinary course of Platinum's business;
transactions in the ordinary course shall be disclosed by
the Board of Directors (or its designated committee) as soon
as practicable.
(C) OUTSIDE EMPLOYMENT
Employees are generally not permitted to take additional part-time jobs
or do other work after hours, such as consulting or other fee-earning services,
in the reinsurance industry or any related business. You may contact your
Compliance Officer for more information concerning outside employment.
(D) SERVICE ON BOARDS
Serving as a director of another corporation, for-profit organization
or government agency may create a conflict of interest. Before accepting an
appointment to
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the board or a committee of any organization whose interests may conflict with
Platinum's interests, you must discuss it with and obtain approval from your
Compliance Officer. This rule does not apply to non-employee directors.
(E) LOANS
In furtherance of the provisions of the Sarbanes-Oxley Act of 2002
prohibiting companies from making loans to their directors and executive
officers, the Company will not extend credit in the form of personal loans to,
or guarantee any obligation of, any of its Employees or their family members.
GIFTS AND ENTERTAINMENT
Platinum is dedicated to treating fairly and impartially all persons
and firms with whom it does business. Therefore, Employees must not give or
receive gifts, entertainment or gratuities that could influence or be perceived
to influence business decisions. Misunderstandings can usually be avoided by
conduct that makes clear that Platinum conducts business on an ethical basis and
will not seek or grant special considerations.
Employees must never solicit a gift or favor from brokers, clients or
other business partners. Employees may not accept gifts of cash or cash
equivalents. Employees, however, may accept novelty or promotional items or
modest gifts related to commonly recognized occasions (such as a promotion,
holiday, wedding or retirement) and invitations to a sporting activity,
entertainment or meal if such gift or entertainment: (i) is reasonable and
customary, and (ii) would not embarrass the Company or the people
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involved if publicly disclosed. When in doubt, gifts or entertainment should be
disclosed to your Compliance Officer.
Gifts of nominal value and reasonable entertainment for clients,
brokers, potential clients and other business partners are permitted. However,
any gift or entertainment: (i) must be reasonable and customary, and (ii) must
not embarrass Platinum or the recipient if publicly disclosed.
Under no circumstances can any bribe, kickback, or illegal payment or
gift of cash or cash equivalents be made. Moreover, special rules may apply when
dealing with government employees. If you are not sure whether a specific gift
or entertainment is permissible, or if you are dealing with a government
employee, contact your Compliance Officer.
PRESENTATION/HONORARIUM GUIDELINES
Before making presentations (i.e., speeches, seminars or panel
discussions, teaching, or writing an article or book) relating to work or the
reinsurance industry or serving in certain capacities (i.e., arbitrator,
mediator or expert witness), particularly if a honorarium or other compensation
is being provided, Employees must discuss these activities in advance with their
Compliance Officer or the General Counsel.
The Company has no concern with any presentation or honorarium not
related to work activities. In cases where the sponsor of the presentation has
an existing or potential relationship (including competitive relationship) with
the Company or if the presentation could disclose confidential, proprietary or
sensitive business information, the
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Employee must obtain prior approval from the General Counsel. Clearance from the
General Counsel is also required in cases where presentations involving the
Company are likely to be reported by the media.
CORPORATE OPPORTUNITIES
Employees owe a duty to advance the legitimate interests of the Company
when the opportunities to do so arise. Employees may not compete with the
Company. Employees may not take for themselves personally opportunities that are
discovered through the use of corporate property, information or position.
Employees may not use corporate property, information or position for personal
gain. Similarly, all intellectual property rights with respect to any
inventions, data, processes, computer software programs, models or discoveries
that are made by the Employee in the course of his/her employment and that
relate to the business of the Company belong to the Company.
FAIR DEALING
Platinum maintains its reputation as a trustworthy and ethical member
of the community and the reinsurance industry. When it fails to negotiate,
perform or market in good faith, it may seriously damage its reputation and lose
the loyalty of its clients.
Employees must endeavor to deal honestly, ethically and fairly with the
Company's clients, brokers, competitors, employees and regulators. No Employee
should take unfair advantage of anyone through any misrepresentation of material
facts, manipulation, concealment, abuse of privileged information, fraud or
other unfair business practice.
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SECURITIES LAWS AND INSIDER TRADING
Purchases and sales of the Company's securities by Employees (and their
"tippees," to whom Employees make unauthorized disclosures) are subject to
regulation and potential criminal and civil liability under the federal
securities laws. Accordingly, the following policy has been implemented with
respect to trading in the Common Shares and Equity Security Units of Platinum
Holdings (the "Platinum Securities").
If you are in possession of material, non-public information regarding
the Company or its business, operations or prospects, you may not disclose that
information to anyone outside the Company and neither you nor any of your family
members may purchase or sell Platinum Securities. "Material information" is
defined generally as information that would likely be considered important by a
reasonable investor, including information that would likely have an effect on
the market price of Platinum Securities. Information is considered to be
"public" only when it has been released to the public through appropriate
channels and enough time has elapsed to permit the investment market to absorb
and evaluate the information. If you have any question as to whether any
information in your possession is material and/or non-public, please contact the
General Counsel.
Nevertheless, investment by Employees in Platinum Securities is
encouraged. In order to protect the Company and its Employees from liability
that could result from a violation of the applicable laws or regulations, the
Company requires Employees to engage in purchases or sales of Platinum
Securities only during certain "Window Periods." Trades are permitted during the
two-week "open window" period that begins
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two business days after the public release of Platinum's quarterly earnings,
unless the General Counsel or the Chief Financial Officer of Platinum Holdings
advises you that, with respect to any quarter, the "window" will not be opened
because of pending developments. Of course, no Employee (or any other person)
may buy or sell Platinum Securities, even during Window Periods (or at any other
time), if such person is in possession of material, non-public information
concerning Platinum.
Trading is permitted during the period immediately following the "open
window" period only with prior clearance from the General Counsel or the Chief
Financial Officer (which clearance will be in effect for two business days
following the grant of the clearance unless you are specifically advised
otherwise).
No clearances for trading will be granted during the "blackout" period
which covers the four weeks immediately preceding, and extends until the second
business day following, the public release of Platinum's quarterly earnings. In
addition, the General Counsel has authority at any time to designate a "blackout
period" over all trading in Platinum Securities (even during a Window Period). A
blackout period compels all trading in the securities affected to cease
immediately for the period designated by the General Counsel. A blackout period
may be exercised over securities of companies with which the Company does or may
do business or in which the Company invests or may invest. No one may disclose
to any outside third-party that a blackout period has been designated by the
Company.
Certain transactions may be completed at any time, including bona fide
gifts (such as gifts to family, friends or charities) and the exercise of
options granted by Platinum.
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Please note, however, that the sale of any Common Shares received upon the
exercise of options is subject to the Company's securities trading policy
outlined above.
In addition to the foregoing regarding Platinum Securities, if you come
into possession of material, non-public information regarding the Company's
clients, brokers and other companies with whom the Company does business through
your employment or otherwise, you and your family members may not buy or sell
the publicly-traded securities of such clients, brokers or other companies.
Failure to comply with the Company's securities trading policy may
subject Employees to criminal or civil penalties, as well as to disciplinary
action by the Company up to and including termination. RESPONSIBILITY FOR
COMPLYING WITH APPLICABLE LAWS AS WELL AS THE COMPANY'S POLICY RESTS WITH
EMPLOYEES INDIVIDUALLY.
Please direct all inquiries concerning the Company's securities trading
policy or the application of the securities laws to the General Counsel.
CORPORATE COMMUNICATIONS POLICY
All press or media inquiries, including requests for information and
interviews, should be forwarded to Mark Semer or Dawn Dover of Kekst and
Company, Platinum's public relations firm, either by telephone (212) 521-4800 or
e-mail to mark-semer@kekst.com or dawn-dover@kekst.com. All inquiries from the
investment community, including professional analysts, investors and individual
shareholders, or from any rating agency should be forwarded to the Chief
Financial Officer of Platinum
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Holdings. All inquiries from regulatory authorities or government
representatives should be referred to the General Counsel.
All Employees must comply with Regulation FD - Fair Disclosure
("Regulation FD") promulgated by the U.S. Securities and Exchange Commission
(the "SEC"). In general, Regulation FD provides that whenever any Platinum
representatives disclose material, non-public information to certain persons
(i.e., market professionals and current and potential holders of Platinum
Securities), Platinum must also disclose that information to the general public
either simultaneously for intentional disclosures or promptly for inadvertent
disclosures. For a more detailed discussion, please see the Company's Policy on
Fair Disclosure to Analysts and Investors.
All Employees must be sensitive to the impact of comments made over the
Internet through public forums such as chat rooms and bulletin boards. In such
forums, Employees may not post any information about the Company, including
comments about its contracts, stock performance, operational strategies,
financial results, clients or competitors, even in response to a false statement
or question. This prohibition applies whether you are at work or away from the
office. The Company owns all e-mail messages that are sent from or received
through the Company's systems (including remote access). Accordingly, we may
monitor your messages and may be required to disclose them in the event of
litigation or governmental inquiry.
CONFIDENTIALITY
Employees may have access to proprietary and confidential information
concerning the Company's business, clients, brokers and other business partners.
Employees must keep such information confidential during employment as well as
thereafter, and not use, disclose or communicate that confidential information
other than in the course of their employment. Further, attorney-client
communications and attorney work product must be kept confidential and may not
be disclosed without the prior written consent of the General Counsel.
Proprietary or confidential information obtained by Employees in other
capacities (including former employment) should not be used in violation of any
applicable restrictions on the use of such information. Employees should inform
their managers if they are subject to any such restrictions.
Finally, the theft or knowing receipt of stolen proprietary information
is a crime in most jurisdictions. Should you be offered or discover another's
proprietary information, or become aware of the existence of misappropriated
information you should immediately contact your Compliance Officer.
PRIVACY
To ensure the confidentiality of any personal information collected by
or provided to the Company and to comply with applicable laws and regulations,
any Employee in possession of non-public, personal information with respect to
the Company's clients, potential clients, client's insureds or policyholders, or
other Employees must maintain the highest degree of confidentiality and must not
disclose any personal information without appropriate authorization. For a more
detailed discussion, please see the Company's Privacy Policy.
PROPER USE OF COMPANY ASSETS
Each Employee has a responsibility to protect Company assets from loss,
theft, misuse and waste. Such assets include the Platinum name and the Company's
service marks and trademarks. Company assets may be used only for legitimate
business purposes and may never be used for illegal purposes. Incidental
personal use of telephones, fax machines, copy machines, personal computers,
e-mail and similar equipment is generally allowed if: (i) it is occasional, (ii)
there is no significant added cost to the Company, (iii) it does not interfere
with work responsibilities, (iv) it is not related to an illegal activity or
outside business, and (v) it does not otherwise violate this Code. You are
expected to use good judgment with respect to such incidental personal use. For
a more detailed discussion, please see Platinum's Computer Usage, E-Mail and
Voice-Mail Policy and its Internet Policy. If you become aware of theft, waste
or misuse of the Company's assets or have any questions about the proper use of
them, you should speak immediately with your manager or your Compliance Officer.
POLITICAL ACTIVITY AND CONTRIBUTIONS
Platinum will fully comply with all political contribution laws.
Company funds may not be used for contributions of any kind to any political
party or committee or to any candidate or holder of any government position
unless such contribution is permitted by law and complies with Company policies.
Certain jurisdictions have enacted laws prohibiting contributions
(directly or indirectly) by corporations to political parties or candidates. For
example, U.S. federal law prohibits such contributions in connection with
federal elections, primaries or
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conventions. Similarly, numerous states prohibit political contributions by
corporations. Laws of various jurisdictions, including the U.S., impose various
other limitations and restrictions on political contributions. Where corporate
political contributions are legal, such contributions shall be made only from
funds allocated for such a purpose and must be authorized by the Board of
Directors of the contributing entity.
It is against Company policy for Employees to lobby other Employees on
behalf of a political candidate during the workday or during any Company
sponsored events. Outside normal office hours, Employees are free to participate
in political campaigns on behalf of candidates or issues, as well as make
personal political contributions, but they must do so in a way that does not
imply that their activities are on behalf of the Company.
EQUAL EMPLOYMENT OPPORTUNITY AND ANTI-HARASSMENT
The Company is committed to providing equal employment opportunities
for all Employees and will not tolerate any speech or conduct that is intended
to, or has the effect of, discriminating against or harassing any qualified
applicant or Employee because of his or her race, color, religion, sex
(including pregnancy, childbirth or related medical conditions), national
origin, sexual orientation, age, physical or mental disability, alienage or
citizenship status, marital status, veteran status or any characteristic
protected by law.
"Harassment" includes any conduct likely to cause offense or
humiliation to any person or that might be perceived by a reasonable person to
place a condition on employment or any opportunity for training or promotion. In
particular, sexual
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harassment, whether verbal, physical or environmental, and whether in the
workplace itself or in outside work-sponsored settings, is unacceptable and will
not be tolerated. Sexual harassment includes unwelcome and unwanted sex-based
conduct: (i) when an Employee's submission to or rejection of such conduct is
made implicitly or explicitly a term or condition of his or her employment or
otherwise affects decisions regarding hiring, evaluation, promotion or any other
aspect of employment; or (ii) when such conduct substantially interferes with an
individual's employment or creates an intimidating, hostile or offensive work
environment.
The Company will not tolerate discrimination or harassment by anyone
including managers, co-workers, clients, brokers or other business partners.
This policy extends to every phase of the employment process, including:
recruiting, hiring, training, promotion, compensation, benefits, discipline and
termination, layoffs, and company-sponsored educational, social and recreational
programs, as applicable. If you observe conduct that you believe is
discriminatory or harassing, or if you feel you have been the victim of
discrimination or harassment, you should notify your Compliance Officer
immediately. The Company will investigate all such reports and take appropriate
action.
Not only does the Company forbid unlawful discrimination, but it takes
affirmative steps to ensure that applicants are employed, and Employees are
treated during employment, without regard to their race, color, religion, sex
(including pregnancy, childbirth or related medical conditions), national
origin, sexual orientation, age, physical or mental disability, alienage or
citizenship status, martial status, veteran status or any characteristic
protected by law.
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The Company will not retaliate against any Employee for filing a good
faith complaint under these anti-discrimination and anti-harassment policies or
for cooperating in an investigation of any such complaint and will not tolerate
or permit retaliation by management or other Employees. To the fullest extent
possible, the Company will keep complaints and the terms of their resolution
confidential.
HEALTH AND SAFETY
The Company will conduct its business in a manner designed to protect
the health and safety of its Employees, its clients, the public and the
environment. The Company's policy is to comply with all applicable governmental
health, safety and environmental requirements. Accordingly, Employees must
follow all safety laws and regulations, as well as Company safety policies and
procedures. Also, Employees must immediately report any accident, injury or
unsafe equipment, practices or conditions to their Compliance Officer.
DRUGS AND ALCOHOL
Company policy prohibits the illegal use, sale, purchase, transfer,
possession or consumption of controlled substances, other than medically
prescribed drugs, while on Company premises. Company policy also prohibits the
use, sale, purchase, transfer or possession of alcoholic beverages by Employees
while on Company premises, except as authorized by the Company. This policy
requires that the Company must abide by applicable laws and regulations relative
to the use of alcohol or other controlled substances. The Company, in its
discretion, reserves the right to randomly test
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Employees for the use of alcohol or other controlled substances unless
prohibited by prevailing local law.
ACCURACY OF COMPANY RECORDS AND ACCOUNTING PROCEDURES
Accuracy, reliability and timeliness in the preparation of all
financial and business records is mandated by law and is of critical importance
to Platinum's decision making process and to the proper discharge of Platinum's
financial, legal and reporting obligations. The books, records and disclosure
provisions of the U.S. federal securities laws, the Foreign Corrupt Practices
Act and other applicable laws require the Company to maintain accurate books,
records and to devise, and have in place, an adequate system of internal
controls. Such laws may provide for criminal and civil penalties for violations
of these requirements.
All corporate funds and assets must be recorded in accordance with
Company procedures. All information you record or report on Platinum's behalf,
whether for Company purposes or for third-parties, must be done accurately and
honestly. All Company records (including accounts and financial statements) must
be maintained in reasonable and appropriate detail, must be kept in a timely
fashion, and must appropriately reflect Company transactions. No undisclosed or
unrecorded funds or assets shall be established for any purpose. Falsifying
records or keeping unrecorded funds and assets is a severe offense and may
result in prosecution or loss of employment. When a payment is made, it can only
be used for the purpose specified in the supporting documentation. The use of
Company assets for any unlawful or improper purpose is strictly prohibited.
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Information derived from Company records is provided to shareholders
and investors as well as government agencies. Thus, accounting records must
conform not only to internal control and disclosure procedures, but also to
generally accepted accounting principles and other laws and regulations, such as
those of the SEC. All public communications and the reports filed with the SEC
and other government agencies must contain information that is full, fair,
accurate, timely and understandable in light of the circumstances surrounding
disclosure.
If you are unsure about the accounting treatment of a transaction or
believe that a transaction has been improperly recorded or you otherwise have a
concern or complaint regarding an accounting or audit matter or Platinum's
internal accounting controls, you should confer with your Compliance Officer,
the General Counsel or your internal audit officer. If you wish, you may submit
your concern anonymously. This may be done by way of a confidential, anonymous
written note, describing the nature of your concern, to any of the foregoing
persons sent through interoffice mail or the postal service to their attention
at their office. The names, addresses and telephone numbers of these persons are
set forth on the last page of the Compliance Procedures attached to this Code.
You may also direct your concern, anonymously if you wish, to the
Platinum Holdings audit committee by sending a written note or memo through
interoffice mail or the postal service to the following address:
The Audit Committee
c/o General Counsel
Platinum Underwriters Holdings, Ltd.
The Belvedere Building
69 Pitts Bay Road
Pembroke HM 08, Bermuda
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Any such note or memo will be delivered unopened to the Chairman or
another member of the Platinum Holdings audit committee.
The Company will investigate all reports of concerns or complaints
regarding an accounting or audit matter or Platinum's internal accounting
controls and take appropriate action. The scope of the investigation will depend
upon the nature of the alleged violation and may include outside legal, audit or
other independent professional advice. All such reports, and documentation
regarding the investigation thereof, will be retained in the files of the
Platinum Holdings audit committee.
Platinum's auditing functions help ensure that the Company's financial
books, records and accounts are accurate. Therefore, you should provide the
Company's accounting department, audit committee and independent public or
certified accountants with all pertinent information that they may request. We
encourage open lines of communication and require that all Employees cooperate
with them to the maximum extent possible. Employees must not, and must not
direct others to, take any action to fraudulently influence, coerce, manipulate
or mislead any independent public or certified accountant engaged in the audit
or review of the Company's financial statements for the purpose of rendering
those financial statements misleading; nor may they, or direct others to, take
any such action.
ANTITRUST AND COMPETITION
Antitrust laws are designed to ensure fair competition by prohibiting
restrictive agreements among competitors and monopolistic practices. Platinum is
committed to a policy of strict compliance with all applicable antitrust laws,
and has developed an
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Antitrust Policy Manual to assist its Employees in understanding their
obligations with respect to these laws.
RECORD RETENTION
In order to comply with applicable law and regulations, including
without limitation state insurance laws and regulations, federal securities laws
and regulations and applicable law and regulations in jurisdictions other than
the United States, Platinum Holdings has adopted a Record Retention Policy (the
"Retention Policy") that governs the retention of all business records -
electronic as well as paper records. In addition, the Retention Policy was
developed to, among other things, (i) provide definite guidelines to the Company
in the event of litigation, audit or investigation and (ii) eliminate
unnecessary staff costs and time in document review, storage and retention.
All Employees must familiarize themselves and comply with the Retention
Policy. The retention periods set forth in the Retention Policy govern all
Company records unless the Company has specifically suspended the destruction of
all or certain categories of documents because of an imminent, threatened or
pending government investigation or proceeding, a civil litigation or
proceeding, or some other legitimate document discovery request. If the
existence of a subpoena or a pending government investigation is known or
reported to you, you should immediately contact the General Counsel and you must
retain all records that may pertain to the investigation or be responsive to the
subpoena. It is a crime to alter, destroy, modify or conceal documentation or
other objects that are relevant to a government investigation or otherwise
obstruct, influence or impede an official proceeding. The law applies equally
to all Company records, including formal reports as well as informal data such
as e-mail, expense reports and internal memos.
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COMPLIANCE PROCEDURES
As part of its Compliance Procedures, Platinum has appointed Compliance
Officers. The names, telephone numbers and addresses of the Compliance Officers
and other contact persons referred to in the Code are included on the last page
of these Procedures and are available on the Platinum Intranet. The Compliance
Officers together with the General Counsel will address questions concerning the
Code and these Compliance Procedures.
DISTRIBUTION OF THE CODE
All of Platinum's directors, officers and Employees will receive a copy
of the Code and these Compliance Procedures, as well as any updates thereto. In
addition, all of these materials are available on the Platinum Intranet.
RESPONSIBILITIES
Each individual Employee is ultimately responsible for compliance with
all applicable laws and the Code. Every manager will also be responsible for
administering the Code as it applies to Employees and operations within each
manager's area of supervision. Managers should coordinate these tasks with their
Compliance Officer and may not delegate these responsibilities.
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OVERSIGHT BY THE BOARD OF DIRECTORS
Compliance Officers and the General Counsel will report to the Board of
Directors (or its designated committee) regarding issues arising in connection
with the Code.
REPORTING VIOLATIONS
All Employees are obliged to report violations of the Code or the law
to their Compliance Officer, the General Counsel or the internal audit officer,
as appropriate, and to cooperate in any investigations into such violations. The
Company prefers that you give your identity when reporting violations to allow
the Company to contact you in the event further information is needed to pursue
an investigation. An Employee's identity will be maintained in confidence to the
extent practicable under the circumstances and consistent with enforcing the
Code. However, Employees may also anonymously report violations. All
communications will be taken seriously and all credible reports of violations
will be investigated.
INVESTIGATIONS
The Company will initiate a prompt investigation following any credible
report that a violation of applicable law or the Code may have occurred. The
scope of the investigation will depend upon the nature of the alleged violation
and may include outside legal, audit or other independent professional advice.
In the event it is determined that evidence of a violation of the law or the
Code exists, the individual who is the subject of the investigation will be
notified and have an opportunity to respond to
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the allegations, but such notification may not occur until after records have
been reviewed and witnesses interviewed. A person suspected of violating the law
or the Code can be suspended while the investigation is conducted.
If there is insufficient evidence of a violation of the law or the
Code, the investigation may be closed without notification to the subject of the
investigation. Investigations shall be conducted by such officers or external
persons as are designated by the Board of Directors (or its designated
committee) with oversight by the Board of Directors (or its designated
committee).
DISCIPLINARY ACTION
If you violate any provision of applicable law or the Code, you may be
subject to disciplinary action, up to and including termination of employment.
The Company will strive to impose disciplinary action that fits the nature and
particular facts of a violation. The Company generally will issue warnings or
letters of reprimand for less significant, first-time offenses. Violations of a
more serious nature may result in suspension without pay, demotion, loss or
reduction of bonus or option awards or any combination thereof or termination of
employment. Disciplinary action may also include notifying appropriate
authorities. A notation as to disciplinary action taken and any other
communications with a violator will be placed in the violator's personnel file
as part of his or her permanent record.
Please be aware that the Company may seek civil remedies from you,
including reimbursement of any monetary loss suffered by the Company in
connection with the violation. If you are involved in a violation, the fact that
you reported the violation,
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together with the degree of cooperation demonstrated by you and whether the
violation is intentional or unintentional, will be given consideration in the
Company's investigation and any resulting disciplinary action.
Decisions to take disciplinary action or a determination that no action
is necessary shall be made by such officers as are designated by the Board of
Directors (or its designated committee) and with oversight by the Board of
Directors (or its designated committee). Within 14 days of notification of a
final discipline decision, an alleged violator can make a written request for
reconsideration to the designated officers (who will be identified in the final
discipline decision) and such request will be considered by such officers with
oversight by the Board of Directors (or its designated committee).
NO RETALIATION
The Company will not retaliate against any Employee who, in good faith,
notifies the Company of a possible violation of law or the Code, nor will the
Company tolerate any harassment or intimidation of any Employee who reports a
suspected violation. In addition, the Company is subject to certain U.S. and
other "whistleblower" laws that are designed to protect Employees from
discrimination or harassment for lawful acts done by the Employee to provide
information to the Company or certain governmental authorities in investigations
with respect to certain matters, including, among others, provisions of U.S.
federal law relating to workplace safety, the environment, securities fraud and
fraud against shareholders.
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WAIVER PROCEDURES
Because of the importance of the matters addressed by the Code, waivers
will only be granted in limited circumstances and at the sole discretion of the
Company. Any request for a waiver of the Code must be submitted in writing to
your Compliance Officer or the General Counsel who may act individually or
together in deciding whether to grant a waiver. The waiver of any provision of
the Code for a director or an executive officer, however, must be approved by
the Board of Directors (or its designated committee) and will be promptly
disclosed to the extent required by law or regulation. Compliance Officers
and/or the General Counsel will regularly report to the Board of Directors (or
its designated committee) waivers that have been granted to Employees.
ACKNOWLEDGMENT
The Code and the Compliance Procedures are all available in printed
form and on the Platinum Intranet. All Employees must sign an Acknowledgment
confirming that they have read and understand the Code and the Compliance
Procedures, which should be returned to your Compliance Officer. The Company
will also require an annual certification of compliance with the Code by all
officers. However, failure to read the Code and the Compliance Procedures, or
sign an Acknowledgment or annual certification, does not excuse compliance with
the Code.
ASKING FOR HELP AND REPORTING CONCERNS
The Company takes the Code seriously and considers its enforcement to
be among its highest priorities, but it also recognizes that it is sometimes
difficult to
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distinguish between permissible and impermissible conduct. For that reason, the
Company encourages open communication with its Employees. Whenever you have a
question or concern, are unsure about the appropriate course of action, or if
you believe that a violation of the law or the Code has occurred:
- Speak with your manager, who may have the information you need, or
may be able to refer the matter to the appropriate person.
- If you are uncomfortable speaking with your manager, you may also
contact any manager in the Company with whom you feel comfortable
or your Compliance Officer or the General Counsel.
- In addition, if you have concerns or complaints about accounting
or audit matters or Platinum's internal accounting controls, you
may confer with your Compliance Officer, the General Counsel or
the internal audit officer. You may also direct your concern to
the Company's audit committee. If you wish, you may submit your
concerns anonymously. Please refer to "Accuracy of Company Records
and Accounting Procedures" in the Code for the ways in which your
concerns can be communicated.
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COMPLIANCE CONTACTS
PLATINUM HOLDINGS
General Counsel Michael E. Lombardozzi
The Belvedere Building
69 Pitts Bay Road, 2nd Floor
Pembroke HM 08, Bermuda
Tel: (441) 298-0752
Internal Audit Officer Jeremiah J. Downing
Audit Committee H. FURLONG BALDWIN (CHAIRMAN)
JONATHAN F. BANK
DAN R. CARMICHAEL
PETER T. PRUITT
c/o Platinum Underwriters Holdings, Ltd.
The Belvedere Building
69 Pitts Bay Road, 2nd Floor
Pembroke HM 08, Bermuda
Tel: (441) 295-7195
PLATINUM US
Compliance Officer James M. Conway
Platinum Underwriters Reinsurance, Inc.
2 World Financial Center
225 Liberty Street, Suite 2300
New York, New York 10281
Tel: (212) 238-9547
Internal Audit Officer Jeremiah J. Downing
PLATINUM UK
Compliance Officer Michael Coldman
Platinum Re (UK) Limited
52 Lime Street
London EC3M 7NL
United Kingdom
Tel: 011 44 20-7220-8155
Internal Audit Officer Jeremiah J. Downing
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PLATINUM BERMUDA
Compliance Officer Christopher Caponigro
Platinum Underwriters Bermuda, Ltd.
The Belvedere Building
69 Pitts Bay Road, 2nd Floor
Pembroke HM 08, Bermuda
Tel: (441) 298-0771
Internal Audit Officer Jeremiah J. Downing
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ACKNOWLEDGMENT
I understand that Platinum Underwriters Holdings, Ltd.'s Code
of Business Conduct and Ethics and related policies (the "Code") form a part of
my terms of employment.
I understand that it is my responsibility to read, to
understand, and to keep up to date with the contents of the Code and to seek
clarification or further information, if needed, and to comply with the contents
of the Code as well as the corresponding Compliance Procedures.
I acknowledge that, on the date below, I attended a legal
compliance training session, which included an explanation of the Code and the
Compliance Procedures. I also received a copy of the Code and the Compliance
Procedures for my review. I understand that breach or violation of the Code may
result in disciplinary action (which may include termination of my employment).
I further acknowledge that I have been afforded the
opportunity to ask any questions concerning the Code and the Compliance
Procedures.
Signature _________________________
Date _________________________
Name _________________________
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