AMERICAN EQUITY INVESTMENT
LIFE HOLDING COMPANY
CODE OF BUSINESS CONDUCT AND ETHICS
PUTTING
THE CODE OF BUSINESS CONDUCT AND ETHICS TO WORK
About the Code of Business Conduct and Ethics
We at the Company are committed to the highest standards of business conduct
in our relationships with each other and with our customers, agents, national
marketing organizations, suppliers, shareholders and others. This requires that
we conduct our business in accordance with all applicable laws and regulations
and in accordance with the highest standards of business conduct. The Company's
Code of Business Conduct and Ethics helps each of us in this endeavor by providing
a statement of the fundamental principles and key policies and procedures that
govern the conduct of our business.
Our business depends on the reputation of all of us for integrity and principled
business conduct. Thus, in many instances, the policies referenced in this Code
go beyond the requirements of the law.
The Code is a statement of policies for individual and business conduct and
does not, in any way, constitute an employment contract or an assurance of continued
employment. Employees of the Company are employed at-will, except when covered
by an express, written employment agreement. This means that you may choose
to resign your employment at any time, for any reason or for no reason at all.
Similarly, the Company may choose to terminate your employment at any time,
for any legal reason or for no reason at all, but not for an unlawful reason.
Meeting Our Shared Obligations
Each of us is responsible for knowing and understanding the policies and guidelines
contained in the following pages. If you have questions, ask them; if you have
ethical concerns, raise them. The Executive Committee (the "Executive Committee")
of the Board of Directors, which is responsible for overseeing and monitoring
compliance with this Code, and the other resources set forth in this Code are
available to answer your questions and provide guidance and for you to report
suspected misconduct. Our conduct should reflect the Company's values, demonstrate
ethical leadership, and promote a work environment that upholds the Company's
reputation for integrity, ethical conduct and trust.
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RESPONSIBILITY
TO OUR ORGANIZATION
Company employees, officers and directors are expected to dedicate their best
efforts to advancing the Company's interests and to make decisions that affect
the Company based on the Company's best interests, independent of outside influences.
Conflicts of Interest
A conflict of interest occurs when your private interests interfere, or even
appear to interfere, with the interests of the Company. A conflict situation
can arise when you take actions or have interests that make it difficult for
you to perform your Company work objectively and effectively. Your obligation
to conduct the Company's business in an honest and ethical manner includes the
ethical handling of actual, apparent and potential conflicts of interest between
personal and business relationships. This includes full disclosure of any actual,
apparent or potential conflicts of interest as set forth below.
Special rules apply to executive officers and directors who engage in conduct
that creates an actual, apparent or potential conflict of interest. Before engaging
in any such conduct, executive officers and directors must make full disclosure
of all facts and circumstances to the General Counsel, who shall inform and
seek the prior approval of the Executive Committee.
Although we cannot list every conceivable conflict, what follows are some common
examples of actual, apparent and potential conflicts of interest, and to whom
employees (other than executive officers, who are discussed in the paragraph
above) should make disclosures. If you are involved in a conflicts situation
that is not described below, you should discuss your particular situation with
your supervisor or the General Counsel.
Improper Personal Benefits from the Company
Conflicts of interest 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. You may not accept any benefits from the Company
that have not been duly authorized and approved pursuant to Company policy and
procedure, including any Company loans or guarantees of your personal obligations.
The Company will not make any personal loans to nor guarantee the personal obligations
of directors and executive officers.
Financial Interests in Other Businesses
You may not own an interest in a company that competes with the Company. You
may not own an interest in a company that does business with the Company (such
as a Company customer or supplier) without the prior written approval of the
Executive Committee. However, it is not typically considered a conflict of interest
(and therefore, prior approval is not required) to have an interest of less
than 2% of the outstanding shares of a publicly traded company.
Business Arrangements with the Company
Without prior written approval from the Chief Executive Officer, you may not
participate in a joint venture, partnership or other business arrangement with
the Company.
Outside Employment or Activities With a Competitor
Simultaneous employment with or serving as a director of a competitor of the
Company is strictly prohibited, as is any activity that is intended to or that
you should reasonably expect to advance a competitor's interests. You may not
market products or services in competition with the Company's current or potential
business activities. It is your responsibility to consult with the Executive
Committee to determine whether a planned activity will compete with any of the
Company's business activities before you pursue the activity in question.
Outside Employment With a Customer or Supplier
Without prior written approval from the Executive Committee, you may not be
employed by, serve as a director of or represent a customer of the Company.
Similarly, without prior written approval from the Executive Committee, you
may not be a supplier or be employed by, serve as a director of or represent
a supplier to the Company. Nor may you accept money or benefits of any kind
as compensation or payment for any advice or services that you may provide to
a client, supplier or anyone else in connection with its business with the Company.
Family Members Working In The Industry
You may find yourself in a situation where your spouse or significant other,
your children, parents, or in-laws, or someone else with whom you have a close
familial relationship is a competitor, supplier or customer of the Company or
is employed by one. Such situations are not prohibited, but they call for extra
sensitivity to security, confidentiality and conflicts of interest.
There are several factors to consider in assessing such a situation. Among
them: the relationship between the Company and the other company; the nature
of your responsibilities as a Company employee and those of the other person;
and the access each of you has to your respective employer's confidential information.
Such a situation, however harmless it may appear to you, could arouse suspicions
among your associates that might affect your working relationships. The very
appearance of a conflict of interest can create problems, regardless of the
propriety of your behavior.
To remove any such doubts or suspicions, you must disclose your specific situation
to the Executive Committee to assess the nature and extent of any concern and
how it can be resolved. In some instances, any risk to the Company's interests
is sufficiently remote that the Executive Committee may only remind you to guard
against inadvertently disclosing Company confidential information and not to
be involved in decisions on behalf of the Company that involve the other company.
Corporate Opportunities
Employees and directors owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises. If you learn of a business or
investment opportunity through the use of corporate property or information
or your position at the Company, such as from a competitor or actual or potential
customer, supplier or business associate of the Company, you may not participate
in the opportunity or make the investment without the prior written approval
of the Executive Committee. Directors must obtain the prior approval of the
Board of Directors. Such an opportunity should be considered an investment opportunity
for the Company in the first instance. You may not use corporate property or
information or your position at the Company for improper personal gain, and
you may not compete with the Company.
Protection and Proper Use of Company Assets
We each have a duty to protect the Company's assets and ensure their efficient
use. Theft, carelessness and waste have a direct impact on the Company's profitability.
We should take measures to prevent damage to and theft or misuse of Company
property. When you leave the Company, all Company property must be returned
to the Company. Except as specifically authorized, Company assets, including
Company time, equipment, materials, resources and proprietary information, must
be used for business purposes only.
Company Books and Records
It is Company policy to make full, fair, accurate, timely and understandable
disclosure in compliance with all applicable laws and regulations in all reports
and documents that the Company files with, or submits to, the Securities and
Exchange Commission and in all other public communications made by the Company.
You must complete all Company documents accurately, truthfully, and in a timely
manner, including all travel and expense reports. When applicable, documents
must be properly authorized. You must record the Company's financial activities
in compliance with all applicable laws and accounting practices. The making
of false or misleading entries, records or documentation is strictly prohibited.
You must never create a false or misleading report or make a payment or establish
an account on behalf of the Company with the understanding that any part of
the payment or account is to be used for a purpose other than as described by
the supporting documents.
Record Retention
In the course of its business, the Company produces and receives large numbers
of records. Numerous laws require the retention of certain Company records for
various periods of time. The Company is committed to compliance with all applicable
laws and regulations relating to the preservation of records. The Company's
policy is to identify, maintain, safeguard and destroy or retain all records
in the Company's possession on a systematic and regular basis. Under no circumstances
are Company records to be destroyed selectively or to be maintained outside
Company premises or designated storage facilities, except in those instances
where Company records may be temporarily brought home by employees working from
home in accordance with approvals from their supervisors or applicable policies
about working from home or other remote locations.
If you learn of a subpoena or a pending or contemplated litigation or government
investigation, you should immediately contact the General Counsel. You must
retain and preserve ALL records that may be responsive to the subpoena or relevant
to the litigation or that may pertain to the investigation until you are advised
by the Legal Department as to how to proceed. You must also affirmatively preserve
from destruction all relevant records that without intervention would automatically
be destroyed or erased (such as e-mails and voicemail messages). Destruction
of such records, even if inadvertent, could seriously prejudice the Company.
If you have any questions regarding whether a particular record pertains to
a pending or contemplated investigation or litigation or may be responsive to
a subpoena or regarding how to preserve particular types of records, you should
preserve the records in question and ask the Legal Department for advice.
Confidential Information
All employees may learn, to a greater or lesser degree, facts about the Company's
business, plans, operations or "secrets of success" that are not known
to the general public or to competitors. Sensitive information such as customer
data, the terms offered or prices charged to particular customers, marketing
or strategic plans, product specifications and production techniques are examples
of the Company's confidential information or trade secrets. Confidential information
includes all non-public information that might be of use to competitors, or
harmful to the Company or its customers, if disclosed. During the course of
performing your responsibilities, you may obtain information concerning possible
transactions with other companies or receive confidential information concerning
other companies, such as our customers, which the Company may be under an obligation
to maintain as confidential.
You must maintain the confidentiality of information entrusted to you by the
Company or its customers, except when disclosure is authorized or legally mandated.
Employees who possess or have access to confidential information or trade secrets
must:
- Not use the information for their own benefit or the benefit of persons
inside or outside of the Company.
- Carefully guard against disclosure of that information to people outside
the Company. For example, you should not discuss such matters with family
members or business or social acquaintances or in places where the information
may be overheard, such as taxis, public transportation, elevators or restaurants.
- Not disclose confidential information to another Company employee unless
the employee needs the information to carry out business responsibilities.
Your obligation to treat information as confidential does not end when you
leave the Company. Upon the termination of your employment, you must return
everything that belongs to the Company, including all documents and other materials
containing Company and customer confidential information. You must not disclose
confidential information to a new employer or to others after ceasing to be
a Company employee.
You may not disclose your previous employer's confidential information to the
Company. Of course, you may use general skills and knowledge acquired during
your previous employment.
Insider Trading
You are prohibited by Company policy and the law from buying or selling securities
of the Company at a time when in possession of "material nonpublic information."
(There is, however, an exception for trades made pursuant to a pre-existing
trading plan, discussed below.) This conduct is known as "insider trading."
Passing such information on to someone who may buy or sell securities - known
as "tipping" - is also illegal. The prohibition applies to Company
securities and to securities of other companies if you learn material nonpublic
information about other companies, such as the Company's customers, in the course
of your duties for the Company.
Information is "material" if (a) there is a substantial likelihood
that a reasonable investor would find the information "important"
in determining whether to trade in a security; or (b) the information, if made
public, likely would affect the market price of a company's securities. Examples
of types of material information include unannounced dividends, earnings, financial
results, new or lost contracts or products, sales results, important personnel
changes, business plans, possible mergers, acquisitions, divestitures or joint
ventures, important litigation developments, and important regulatory, judicial
or legislative actions. Information may be material even if it relates to future,
speculative or contingent events and even if it is significant only when considered
in combination with publicly available information.
Information is considered to be nonpublic unless it has been adequately disclosed
to the public, which means that the information must be publicly disclosed,
and adequate time must have passed for the securities markets to digest the
information. Examples of adequate disclosure include public filings with securities
regulatory authorities and the issuance of press releases, and may also include
meetings with members of the press and the public. A delay of two business days
is generally considered a sufficient period for routine information to be absorbed
by the market. Nevertheless, a longer period of delay might be considered appropriate
in more complex disclosures.
Do not disclose material nonpublic information to anyone, including co-workers,
unless the person receiving the information has a legitimate need to know the
information for purposes of carrying out the Company's business. If you leave
the Company, you must maintain the confidentiality of such information until
it has been adequately disclosed to the public by the Company. If there is any
question as to whether information regarding the Company or another company
with which we have dealings is material or has been adequately disclosed to
the public, contact the General Counsel.
Notwithstanding the prohibition against insider trading, the law and Company
policy permit Company employees, directors and officers to trade in Company
securities regardless of their awareness of material nonpublic information if
the transaction is made pursuant to a pre-arranged trading plan that was established
in compliance with applicable law and was entered into when the person was not
in possession of material nonpublic information. A person who wishes to enter
into a trading plan must submit the plan to the General Counsel for approval
prior to the adoption, modification or termination of the trading plan.
Computer and Communication Resources
The Company's computer and communication resources, including computers, voicemail
and e-mail, provide substantial benefits, but they also present significant
security and liability risks to you and the Company. It is extremely important
that you take all necessary measures to secure your computer and any computer
or voicemail passwords. All sensitive, confidential or restricted electronic
information must be password protected, and, if sent across the Internet, must
be protected by Company-approved encryption software. If you have any reason
to believe that your password or the security of a Company computer or communication
resource has in any manner been compromised, you must change your password immediately
and report the incident to the Information Technology Department.
When you are using Company resources to send e-mail, voicemail or to access
Internet services, you are acting as a representative of the Company. Any improper
use of these resources may reflect poorly on the Company, damage its reputation,
and expose you and the Company to legal liability.
All of the computing resources used to provide computing and network connections
throughout the organization are the property of the Company and are intended
for use by Company employees to conduct the Company's business. All e-mail,
voicemail and personal files stored on Company computers are Company property.
You should therefore have no expectation of personal privacy in connection with
these resources. The Company may, from time to time and at its sole discretion,
review any files stored or transmitted on its computer and communication resources,
including e-mail messages, for compliance with Company policy. Incidental and
occasional personal use of electronic mail and telephones is permitted, but
such use should be minimized and the length of the messages should be kept as
short as possible, as these messages cost the Company in both productive time
and money. Even personal messages on the Company's e-mail and voicemail systems
are Company property.
You should not use Company resources in a way that may be disruptive or offensive
to others or unlawful. At all times when sending e-mail or transmitting any
other message or file, you should not transmit comments, language, images or
other files that you would be embarrassed to have read by any person. Remember
that your "private" e-mail messages are easily forwarded to a wide
audience. In addition, do not use these resources in a wasteful manner. Unnecessarily
transmitting messages and other files wastes not only computer resources, but
also the time and effort of each employee having to sort and read through his
or her own e-mail.
Use of computer and communication resources must be consistent with all other
Company policies, including those relating to harassment, privacy, copyright,
trademark, trade secret and other intellectual property considerations.
Responding to Inquiries from the Press and Others
Company employees who are not official Company spokespersons may not speak
with the press, securities analysts, other members of the financial community,
shareholders or groups or organizations as a Company representative or about
Company business unless specifically authorized to do so by the Investor Relations
Department. Requests for financial or other information about the Company from
the media, the press, the financial community, shareholders or the public should
be referred to the Investor Relations Department. Requests for information from
regulators or the government should be referred to the Legal Department.
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FAIR
DEALING
The Company depends on its reputation for quality, service and integrity. The
way we deal with our customers, competitors and suppliers molds our reputation,
builds long?term trust and ultimately determines our success. You should endeavor
to deal fairly with the Company's customers, agents, national marketing organizations,
suppliers, competitors and employees. We must never take unfair advantage of
others through manipulation, concealment, abuse of privileged information, misrepresentation
of material facts or any other unfair dealing practice.
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IMPLEMENTATION
OF THE CODE
Responsibilities
While each of us is individually responsible for putting the Code to work,
we need not go it alone. The Company has a number of resources, people and processes
in place to answer our questions and guide us through difficult decisions.
Copies of this Code are available from the Personnel Director.
Seeking Guidance
This Code cannot provide definitive answers to all questions. If you have questions
regarding any of the policies discussed in this Code or if you are in doubt
about the best course of action in a particular situation, you should seek guidance
from your supervisor, the Executive Committee, General Counsel or the other
resources identified in this Code.
Reporting Violations
If you know of or suspect a violation of applicable laws or regulations, the
Code, or the Company's related policies, you must immediately report that information
to your supervisor, the Executive Committee or the General Counsel. No one will
be subject to retaliation because of a good faith report of suspected misconduct.
Reports Regarding Accounting Matters
The Company is committed to compliance with applicable securities laws, rules,
and regulations, accounting standards and internal accounting controls. You
are expected to report any complaints or concerns regarding accounting, internal
accounting controls and auditing matters ("Accounting Matters") promptly.
Reports may be made to the Chairman of the Audit Committee (the "Audit
Committee") of the Board of Directors in person, by telephone or in writing.
Reports may be made anonymously in writing to the Chairman of the Audit Committee
by inter-office or regular mail. All reports will be treated confidentially
to the extent reasonably possible. No one will be subject to retaliation because
of a good faith report of a complaint or concern regarding Accounting Matters.
Investigations of Suspected Violations
All reported violations will be promptly investigated and treated confidentially
to the extent reasonably possible. It is imperative that reporting persons not
conduct their own preliminary investigations. Investigations of alleged violations
may involve complex legal issues, and acting on your own may compromise the
integrity of an investigation and adversely affect both you and the Company.
Discipline for Violations
The Company intends to use every reasonable effort to prevent the occurrence
of conduct not in compliance with its Code and to halt any such conduct that
may occur as soon as reasonably possible after its discovery. Subject to applicable
law and agreements, Company personnel who violate this Code and other Company
policies and procedures may be subject to disciplinary action, up to and including
discharge.
Waivers of the Code
The Company will waive application of the policies set forth in this Code only
where circumstances warrant granting a waiver. Waivers of the Code for directors
and executive officers may be made only by the Board of Directors as a whole
or the Audit Committee and must be promptly disclosed as required by law or
regulation.
No Rights Created
This Code is a statement of the fundamental principles and key policies and
procedures that govern the conduct of the Company's business. It is not intended
to and does not create any obligations to or rights in any employee, director,
client, supplier, competitor, shareholder or any other person or entity.
Remember
Ultimate responsibility to ensure that we as a Company comply with the many
laws, regulations and ethical standards affecting our business rests with each
of us. You must become familiar with and conduct yourself strictly in compliance
with those laws, regulations and standards and the Company's policies and guidelines
pertaining to them.
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