Corporate Governance - Conduct
|Code of Business Conduct and Ethics|
Revised April 2017
American Equity has basic values, or principles, which guide all business activities. Employees and agents are urged to aspire to incorporate these basic values into all their activities. They are:
PUTTING THE CODE OF BUSINESS CONDUCT AND ETHICS TO WORK
About the Code of Business Conduct and Ethics
This policy applies to American Equity Investment Life Holding Company and its subsidiaries (collectively “Company”, “we”, “our”, “us”) and its and their employees.
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
RESPONSIBILITY TO OUR ORGANIZATION
Company employees, officers and directors are expected to dedicate their best efforts to advancing the best interest of the company, and to make decisions that affect the Company based on the Company's best interests, independent of outside influences.
Conflicts of Interest
Special rules apply to executive officers and directors who engage in conduct that creates an actual, apparent or potential conflict of interest. Executive officers and directors shall annually or more often as needed, disclose in writing to the Chief Compliance Officer and General Counsel all facts and circumstances concerning any violation of this Code, including any actual, apparent or potential conflicts of interest between personal and business relationships.
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 conflict 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
Financial Interests in Other Businesses
Business Arrangements with the Company
Outside Employment or Activities with a Competitor
Outside Employment with a Customer or Supplier
Family Members Employed by the Company or Working in the Industry
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 within the Company and those of the other person; and the access each of you has to company 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 Chief Compliance Officer (CCO) or General Counsel (GC) 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, and the CCO or GC 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.
Interaction with Government Officials, Employees or Entities
Protection and Proper Use of Company Assets
Detection and Prevention of Fraudulent Activities
Company Books and Records
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.
If you learn of a subpoena or a pending or contemplated litigation or government investigation, you should immediately contact the Legal Department. 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 emails and voicemailmessages). 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,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.
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 your 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.
- Comply with the various controls surrounding the non-disclosure and security of confidential customer and Company data outlined within the Company’s Information Security Policy.
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.
It is acceptable to acquire information about competitors through proper methods or sources. This includes information that is published, is in the public domain, or is legally received from the owner or an authorized party. If you are offered proprietary information about another company, its products or its services and you feel that such information is not being offered legally or ethically, contact our General Counsel for advice and guidance.
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 non-public 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 inmore 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 Company 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 or modification.
Computer and Communication Resources
When you are using Company resources to send e-mail, voicemail or 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 both monetarily and in non-productive time. 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 unlawful, disruptive or offensive to others. 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 wastefulmanner. 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.
NOTE: If you are an hourly employee who accesses email outside of work hours, please note that you must track this and report it on your timecard.
Responding to Inquiries from the Press and Others
All Investment Department employees of the Company must also subscribe to the CFA Institute Code of Ethics and Standards of Professional Conduct (click to review), in addition to all Company policies and procedures. Further, the following specific items apply:
- At all times, the interest of the Company has precedence over its employees’ personal interests. This applies particularly in the case of purchases and sales of stocks and other securities that are owned, purchased or sold. When a conflict arises between personal interests and the Company’s interest, the employee must report the conflict, potential or actual, to the Chief Compliance Officer.
- Investment Department employees shall not misuse material nonpublic information.
- All officers, directors and employees will not trade any reportable security on the same day prior to a Company account.
- Employees will not accept gifts or compensation of any sort for services from outside sources without the prior approval of the Chief Compliance Officer.
- owning, operating, managing or otherwise engaging in, or being employed by, any outside business activity on either a full-time or part-time basis without the prior written approval of the Chief Compliance Officer.
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 ofmaterial facts or any other unfair dealing or practice.
Disparaging Comments about Competitors
Non-Discrimination and Workplace Harassment
Harassment of any individual or groups of individuals by any other person or groups of persons, based on any of the traits or categories listed above is unacceptable and damages the integrity of the Company. Any employee who believes that she/he has been treated unfairly, or has been discriminated against for any reason, should notify Personnel of the behavior or activity immediately. The Company will take all necessary and reasonablemeasures to protect the reporting individual from retaliation.
All reported actions will be fully documented and investigated in a timely manner. Conduct that results in discrimination against other employees is illegal and unethical and appropriate action will be taken, which could include termination. Confidentiality on all complaints and investigations will be maintained.
If an employee wishes, actions may also be reported through the process described in the Reporting Violations section of this document. Please see the Employee Handbook formore information.
Background Checks and Compliance with the Federal Violent Crimes Act
Background checks will be performed prior to the hiring of an employee, as well as periodically thereafter, or the contracting of an agent. Additionally, on a regular basis, notice will be given to employees and agents reminding them of the requirements of the law. As required by law and company practice, employees and agents will be asked to certify their continued compliance with the law and that they are still able to work in the insurance industry.
IMPLEMENTATION OF THE CODE
The Company shall maintain a record of the training provided, including, if necessary and appropriate, who attended and when. Additionally, employees will be asked on an annual basis to certify that they have reviewed and understand this Code of Business Conduct and Ethics.
Agents - The Company will provide training to agents. Training will be conducted in a method, manner and timing as determined necessary by the Company. Training shall cover information relative to the Code of Business Conduct and Ethics. Training may be held in conjunction with or as part of other Company training. The Company shall maintain a record of the training provided, including, if necessary and appropriate, who attended and when.
Reports Regarding Accounting Matters
Investigations of Suspected Violations
Discipline for Violations
Waivers of the Code
No Rights Created
This Code is not intended to and does not create any obligations or rights to any employee, director, client, supplier, competitor, shareholder or any other person or entity.