EXHIBIT 14.1
CRAWFORD & COMPANY
CODE OF BUSINESS CONDUCT
(As revised February 3, 2004)
INTRODUCTION
This Booklet summarizes and restates Crawford & Company's Code of
Business Conduct for compliance with legal and ethical business practices as
originally adopted and approved by the Crawford & Company Board of Directors on
April 24, 2001 and amended on February 3, 2004. Crawford requires strict
adherence to the letter and the spirit of all laws applicable to the conduct of
our business and demands high standards of integrity and sound ethical judgment
from our directors, officers and employees. This Code shall be applicable to all
of our directors, officers and employees (collectively hereinafter referred to
in the Code as "employees" or "personnel"). The policies and procedures set
forth here must continue to govern the conduct of every aspect of the business
of Crawford and its subsidiaries. To that end, Crawford has established an
Ethics Committee, which will have the responsibility for periodic review and
implementation of this Code.
This Booklet cannot cover every situation confronting Crawford
personnel in the day-to-day conduct of our many activities. In the final
analysis, we must rely on the individual judgment and personal ethical and moral
standards of each employee to maintain Crawford's standard of honesty and
integrity in the conduct of its business.
1. GENERAL POLICY
It is Crawford's policy to observe and comply with all laws, rules and
regulations applicable to the conduct of its business in all countries in which
it operates and to require all Crawford personnel to avoid any activities which
could involve or lead to involvement of Crawford or its personnel in any
unlawful or unethical practice. The employment of Crawford personnel or the use
of Crawford assets for any unlawful purpose is strictly forbidden. In addition,
Crawford is committed to the achievement, for itself and its personnel, of high
standards of business and personal ethics to the end that Crawford and all of
its employees will merit and rightfully enjoy the respect and esteem of the
public, the business community, stockholders, clients, claimants, suppliers, and
governmental and regulatory authorities.
It is the personal responsibility of all employees to acquaint
themselves with the legal standards and restrictions applicable to their
assigned duties and responsibilities and to conduct themselves accordingly.
Crawford will, of course, exercise its lawful right to appropriately
inform and advise legislators and regulatory authorities of its views with
respect to proposed legislation and rule making and will contest in the courts
arbitrary or unreasonable regulations or legal interpretations. The responsible
exercise of these rights does not in any way compromise Crawford's basic
commitment to a policy of adherence to the law.
Over and above the strictly legal aspects involved, all Crawford
personnel are expected to
observe high standards of business and personal ethics in the discharge of their
assigned responsibilities. Simply stated, this requires the practice of honesty
and integrity in every aspect of dealing with other Crawford employees,
stockholders, clients, claimants, suppliers, and governmental and regulatory
authorities. It also requires the avoidance of any relationship with persons or
firms with whom Crawford transacts or is likely to transact business, and the
avoidance of the disclosure of information secured in the course of Crawford
employment to others, which may place employees in a conflict of interest
situation to the possible detriment of themselves and Crawford.
2. INTEGRITY OF RECORDS AND COMPLIANCE WITH ACCOUNTING PROCEDURES
Accuracy and reliability in the preparation of all business records is
mandated by law and is of critical importance to the corporate decision-making
process and to the proper discharge of Crawford's financial, legal and reporting
obligations. All business records, expense accounts, vouchers, bills, payroll,
service records, reports to government agencies and other reports, books and
records of Crawford must be prepared with care and honesty. False or misleading
entries in such records are unlawful and are not permitted. No officer or
employee, whatever his position, is authorized to depart from Crawford's policy
or to condone a departure by anyone else. All corporate funds and assets must be
recorded in accordance with applicable corporate procedures. Violation of these
policies is grounds for disciplinary action.
Compliance with accounting and billing procedures and internal control
procedures is required at all times. All employees must ensure that both the
letter and the spirit of corporate management control procedures are strictly
adhered to at all times. All client billings must accurately reflect the work
performed and the appropriate fee for that work. Employees should advise the
responsible person in their department of any shortcomings they observe in such
procedures.
3. USE OF CRAWFORD ASSETS
Crawford's personnel and assets are to be used solely for the business
purposes of Crawford, except in those instances where the Company has authorized
personal use of corporate assets. This includes, but is not limited to,
Crawford's information assets covered in more detail by Crawford Personnel
Procedures ("CPP") 1.7.
4. CONFLICT OF INTEREST
Crawford annually reviews potential conflicts of interest in accordance
with CPP 1.2. The annual conflicts of interest statement required under CPP 1.2
restates the basic policy of Crawford that every employee must avoid any
interest, activity or relationship that conflicts with the interests of
Crawford.
5. ANTITRUST COMPLIANCE
It is Crawford's policy to make its own commercial decisions on the
basis of what is considered to be in the best interests of Crawford, completely
independent and free from any
understandings or agreements with any competitor. This policy requires the
absolute avoidance of any conduct which violates, or which might even appear to
violate, those underlying principles of the antitrust laws which forbid any kind
of understanding or agreement between competitors regarding prices, division of
markets, allocation of clients or any other activity that restrains competition,
whether by vendors or clients. No officer or employee, whatever his position, is
authorized to depart from Crawford's policy or to condone a departure by anyone
else. Strict compliance with this policy is required.
6. SECURITIES LAWS
It is Crawford's policy that all disclosures to the public, including
periodic reports, press releases, speeches and stockholder communications will
be accurate and timely. Crawford personnel must not use for personal gain, or
reveal outside of Crawford, material information concerning Crawford or any
other company which is neither known nor available to the public generally. Most
Crawford employees are receiving confidential information, either about
Crawford, its clients, or others, in order to do their jobs. The safest time for
employees to trade in Crawford & Company stock is during the "window". The
"window" starts two business days after release of Crawford's quarterly
earnings, and lasts for ten business days after release. Even this "window" is
not available if the employee is then in possession of material, non-public
information regarding Crawford. Employees must never disclose to others or use
for their own direct or indirect benefit non-public material information
concerning any client or other company of which they may become aware in their
work for Crawford. The General Counsel may be consulted as appropriate.
7. ENVIRONMENTAL LAWS
Crawford's corporate environmental policy is to comply and assist its
clients in complying with all environmental laws and regulations applicable to
the conduct of our or their business. Employees with responsibilities which can
affect compliance with environmental laws or regulations must understand the
applicable requirements of those laws or regulations. No employee, whatever his
or her position, has the authority to pursue or condone the pursuit of a course
of conduct which will lead or is likely to lead to a violation of environmental
law.
8. SAFETY AND HEALTH LAW
Crawford is committed to providing a safe and healthful work place for
all of its employees. The achievement of this goal depends on the active
participation and support of all employees. Safety is a shared responsibility
and a fundamental value that cannot be compromised. Crawford believes that all
accidents, injuries, and work-related illnesses can be prevented. Every employee
must be dedicated to providing safe work practices and conditions so that every
job is done safely.
Crawford and every employee will comply with all safety and health laws
and regulations that are applicable to our business. Employees are required to
notify the responsible people within their departments or locations if they
believe that a situation or certain conduct is unsafe or unhealthy. If a
question arises concerning safety and health matters, it should be referred to
the Legal Department for advice.
9. CONFIDENTIAL INFORMATION
Crawford employees must at all times during the period of their
employment and thereafter keep in confidence all confidential information of
Crawford and its clients. Confidential information refers to information of a
confidential, proprietary or secret nature related to Crawford's business and
the business of our clients, or personal information related to insureds or
claimants. Confidential information includes, for example, trade secrets,
processes, data, know-how, improvements, techniques, business forecasts, plans
and strategies and information concerning employees, clients, claimants and
vendors.
10. POLITICAL CONTRIBUTIONS
Crawford's policy is to comply strictly with all applicable laws and
regulations relating to the making of corporate political contributions. No
political contributions for any candidate for Federal office shall be made for
or on behalf of Crawford by any Crawford employee. Even in those jurisdictions
where corporate contributions are legal, such contributions, including the
purchase of tickets to raise political funds and the furnishing of any goods or
services, can be made only by authorized Crawford employees, and then only if
they have been cleared and approved in advance by the Chief Executive Officer
and General Counsel. Monetary contributions so approved shall be made only by
corporate check payable to the candidate or political committee in question.
Employees should refer any requests or inquiries to the General Counsel.
Crawford believes that it is inadvisable to become involved in the
internal political affairs of a foreign country. Accordingly, neither Crawford
nor any employee may make a foreign political contribution for or on behalf of
Crawford.
Crawford encourages its employees at all levels to exercise their
rights of citizenship by voting, by making personal political contributions if
they wish to do so with their own funds, and by being otherwise politically
active, in support of candidates or parties of the employee's own personal
selection. It should be clearly understood that such political activity by
Crawford employees must be engaged in strictly in their individual and private
capacities as responsible citizens and not on behalf of Crawford. No Crawford
employee may receive any direct or indirect reimbursement or offsetting refund
of any nature whatsoever with respect to political contributions made by them in
any form.
11. BRIBES OR KICK-BACK PAYMENTS
It is Crawford's policy to deal with its clients, insureds, claimants,
suppliers and the governments of all jurisdictions in which it operates in a
straightforward and aboveboard manner. Accordingly, Crawford's employees are not
authorized to make or receive any bribe, kick-back or other similar unlawful
payment to or from any public official, or government, or other individual,
whether foreign or domestic, to secure any concession, contract or favorable
treatment for Crawford, its clients, or the employee. No undisclosed or
unrecorded fund or asset of Crawford may be established. Payments on behalf of
Crawford can be made only on the basis of adequate supporting documentation, may
be made only for the purpose described by the documents supporting the payment
and must be made in accordance with applicable approved corporate procedures.
Decisions of governmental officials, clients and suppliers of Crawford
will, it is hoped, always be made on the merits. Crawford and its employees
should always vigorously expound and advocate their understanding of what those
merits might be, but such exposition and advocacy must always be able to
withstand full public scrutiny.
12. NONDISCRIMINATION AND HARASSMENT
Crawford is firmly committed to a policy of non discrimination in
employment and to the cause of equal employment and advancement opportunity for
all and has written policies on Equal Employment Opportunities (CPP 1.4) and
Harassment (CPP 1.9), to which reference should be made for more details.
Crawford fills its job requirements by selecting from the available labor force
those applicants best qualified to perform the work. It is Crawford's policy not
to discriminate against any employee, or applicant for employment because of
race, color, religion, sex, age, national origin, veteran status or handicap.
CPP 1.9 prohibits the harassment of an employee or group of employees by any
supervisor or any other employee at any level. Most people are aware that sexual
harassment is wrong, and prohibited. But it cannot be over-emphasized that
harassment on account of race, color, religion, age, national origin, veteran's
status, handicap or any other reason is also wrong and prohibited.
In addition, it is Crawford's policy to refuse to enter into any
contract or agreement which would have the effect of discriminating against
United States persons or firms on the basis of race, color, religion, sex, age,
national origin, veteran's status or handicap.
13. E-MAIL/INTERNET POLICY
Crawford-supplied systems, including computer systems and
company-related work records, belong to the company and not to the employee.
Crawford has established a written policy covering E-mail and Internet use (CPP
1.15). That policy requires that systems be used for business purposes only.
Crawford can audit any employee's E-mail and intends to monitor E-mail as a
standard practice. Use of the systems constitutes the employee's consent to
auditing and monitoring.
Use of the computer systems to make or forward derogatory or offensive
remarks about other people or groups is prohibited. This includes "humor"
messages. In addition, downloading, transmission or creation of sexually or
racially offensive or illegal material of any kind is strictly prohibited. And
finally, since E-mail messages can be intercepted by people other than the
intended recipient, employees should take extra precautions that all messages
are professional and courteous.
Crawford may routinely audit any Company and employee files residing on
any Crawford-provided computer equipment to determine compliance with these
policies.
14. CONTACT BY REGULATORY OR LAW ENFORCEMENT OFFICIALS
Employees may be approached at home or at work by government regulatory
or law enforcement officials inquiring about Crawford, its operations and
business practices. If this happens to you, you should know that you can insist
that any interview take place at your office or other location away from your
home. You should also know that no government official can require a
person to give information without the opportunity to consult with Crawford's
Legal Department or with his or her personal legal counsel.
The decision whether or not to cooperate with government officials and
to answer their questions is a personal one for the employee, as is the decision
whether or not to seek legal counsel. However, in all instances the Legal
Department should be advised - either directly or through the employee's
supervisor - of such contacts. We request that the Legal Department be advised
of the contacts immediately and, if possible, prior to supplying information to
the authorities. When notifying the Legal Department, please try to report the
name(s) of the officials and their government agency, along with the information
which they are requesting and, if given, the nature of any investigation.
However, the Legal Department should be notified even if all of those facts are
not known or, in the excitement of the moment, have been forgotten.
IT IS EXTREMELY IMPORTANT THAT, IN ALL INSTANCES, EMPLOYEES BE TRUTHFUL
AND ACCURATE IN ALL STATEMENTS MADE AND INFORMATION GIVEN TO REGULATORY AND LAW
ENFORCEMENT OFFICIALS.
15. REPORTING VIOLATIONS
Each employee is responsible for reporting any activity which he or she
believes may be violative of this Code or the other applicable policies and
procedures of Crawford. Such reports may be made to the employee's supervisor,
an appropriate corporate executive, the Ethics Committee or to the Legal
Department. Additionally, Crawford has established an Ethics Hotline to which an
employee may anonymously report any inappropriate activity. The toll-free number
in the United States is (800) 854-3205. Outside the United States, collect calls
may be made to (866) 265-4222.
Crawford will not, and will not allow any employee to, retaliate for
any report made pursuant to this Code of Business Conduct in good faith.
16. AUDITS
Crawford audits compliance with laws, procedures and policies affecting
the conduct of its business. It is the duty of every employee to cooperate fully
with Crawford's attorneys, auditors and others, both internal and external.
17. DISCIPLINE
Failure to comply with this Code may result in disciplinary actions,
including warnings, suspensions, termination of employment or such other actions
as may be appropriate under the circumstances.
18. APPLICABILITY
Crawford as used in this Booklet means Crawford & Company, the
subsidiaries which it controls, and all operations and employees of Crawford &
Company and such subsidiaries, worldwide.
19. QUESTIONS AND INTERPRETATIONS
Routine questions concerning this Code should be referred to the
employee's immediate superior, or if appropriate at the employee's discretion to
the appropriate corporate executive (department head, head of business group,
unit or division or principal officer of a subsidiary). If necessary under the
circumstances, any employee may also raise any question or request an
interpretation directly from the General Counsel.
20. DISTRIBUTION
Copies of this Booklet shall be distributed to each current employee
and will be part of the new-hire package for new employees. Additional copies
may be requested at any time from the Legal Department.
21. COMPLIANCE
The responsibility for compliance with this Code, including the duty to
seek interpretation when in doubt, rests with each employee. At the time of
hire, each employee will receive a copy of this booklet and certify his
understanding of its contents by executing the Certificate attached as Appendix
A. Additionally, each officer and branch manager of Crawford will sign an annual
certificate in the form of Appendix B.
22. WAIVERS
REQUESTS FOR WAIVERS MUST BE SUBMITTED TO THE ETHICS COMMITTEE (FOR ALL
EMPLOYEES OTHER THAN EXECUTIVE OFFICERS AND DIRECTORS) OR TO THE BOARD OF
DIRECTORS (AS TO EXECUTIVE OFFICERS AND DIRECTORS).