As an employee, officer or
director of Corinthian Title Company (the "Company"),
you are expected to know and abide by the following
rules of ethical conduct:
- Conflicts of Interest
As an employee, officer or director of the
Company you have a duty of loyalty to the
Company, and must therefore avoid any actual
or apparent conflict of interest with the
Company. A "conflict of interest" occurs
when your private interest interferes, or
would appear to others to interfere, with
the interests of the Company. A conflict
situation can arise when you take an action
or have an interest that may make it difficult
to perform your work objectively and effectively.
Conflicts of interest also arise when you
or a member of your family receive improper
personal benefits as a result of your position
with the Company. If such a situation arises,
employees should immediately report the circumstances
to their supervisor. Executive officers and
directors should report any such circumstances
to the Nominating and Corporate Governance
Committee or, if the matter involves the
Company's financial reporting or internal
controls, to the Audit Committee.
- Corporate
Opportunities
As an employee, officer or director you may
not: (a) take for yourself personally opportunities
that are discovered through the use of Company
property, information or position; (b) use
Company property, information or position
for personal gain; or (c) compete with the
Company. Employees, officers and directors
owe a duty to the Company to advance its
legitimate interests when the opportunity
to do so arises.
- Fair Dealing
As an employee, officer or director you must
endeavor to deal fairly and in good faith
with Company customers, suppliers, competitors
and employees. You should not take unfair
advantage of anyone through manipulation,
concealment, abuse of privileged or confidential
information, misrepresentation of material
facts, or any other unfair dealing practice.
- Confidentiality
As an employee, officer or director you should
maintain the confidentiality of information
entrusted to you by the Company, its business
partners, suppliers, customers or others
related to the Company's business. Such information
must not be disclosed to others, except when
disclosure is authorized by the Company or
legally mandated. Confidential information
includes all non-public information that
might be of use to competitors or harmful
to the Company, or its business partners,
suppliers or customers, if disclosed.
- Protection And Use Of Company
Assets
Company assets, such as information, materials,
supplies, time, intellectual property, software,
hardware and facilities, among other property,
are valuable resources owned, licensed, or
otherwise belonging to the Company. Safeguarding
Company assets is the responsibility of all
employees, officers and directors. All Company
assets should be used for legitimate business
purposes only and the personal use of Company
assets without permission is prohibited.
- Fraud
As an employee, officer or director you should
not engage in fraudulent conduct. Fraud is
defined as deliberately practiced deception,
whether by words, conduct, false or misleading
allegations, or by concealment, to secure
unfair or unlawful gain. Fraud covers both
express and implied representations of fact,
and may be written or oral.
- Use of Electronic Communications
Resources
The Company provides electronic communication
services, including phones, fax machines,
email and the Internet, for the conduct of
Company business, the performance of work-related
duties, professional training and education.
| Limited
personal use of these resources is
authorized as long as such use: |
- Is occasional and of reasonable
duration;
- Does not adversely affect performance;
- Is not prohibited by Company
policy(ies);
- Does not violate state or federal
laws or compromise intellectual
property rights.
- The following activities involving
email and the Internet are expressly
prohibited:
- Viewing or downloading sexually
explicit material
- Communications which are discriminatory,
harassing, defamatory or threatening;
- Posting to a web site that may
violate any Company policy
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In addition, you cannot have any expectation
of privacy in your use of Company-provided
communication resources. Remember that there
is no substitute for common courtesy and good
judgment in communicating electronically and
that care should be taken when conveying any
confidential information.
- Government Compliance
Being factual and truthful is important in
all communications with others. If you interact
with any government agency or auditor, you
should deal strictly with factual information.
Federal law provides for severe penalties
for anyone who endeavors to influence, obstruct,
or impede federal auditors or investigators
in the performance of their official duties
with the intent to deceive or defraud.
Corinthian
Title Company is committed to complying
with all federal and state laws prohibiting
the payment of illegal rebates or referral
fees. Deliberate and intentional violations
of such laws will not be tolerated.
- Employee Privacy
It is the Company's policy to restrict access
to employee records. This includes personnel
records, payroll records, benefit plans and
medical records. Access to these records
is limited to those who have a legal or business
need to know. Care should be taken by all
persons who have access to the personnel,
payroll or medical information of other employees
to keep that information confidential.
- Community Activities/Political Endorsements
As private citizens, we are encouraged to
participate actively in civic public affairs
activities, thereby contributing to the improvement
of our communities. If you are involved in
outside community activities, you should
make every effort to perform those activities
during non-work hours. When schedule conflicts
occur, advance arrangements must be made
and approval obtained from your immediate
supervisor.
As a private citizen, you are free to
petition or otherwise contact the Government
on any issue you desire. However, you may
not purport to represent the Company when
contacting any branch of Government at
any level.
- Compliance With Laws, Rules And Regulations
The Company's employees, officers and directors
are subject to numerous laws, rules and regulations,
only some of which are specifically addressed
in this Code. We encourage and expect you
to become reasonably informed and to comply
with the laws, rules and regulations applicable
to you, whether or not they are addressed
in this Code.
- Discipline
Discipline will be promptly and consistently
applied to serve as notice that there are
serious consequences for intentional wrongdoing
and to demonstrate that we are committed
to integrity as a fundamental part of our
corporate culture. Corinthian Title Company
believes that application of discipline
for a violation of our ethics standards
should be prompt and must be appropriate.
Therefore, the Company will weigh all mitigating
and aggravating circumstances.
- Conclusion
The requirements and principles contained in
this Code form the cornerstone of our policy
of ethical business conduct. The Company has
provided this Code as a guide and expects that
each employee, officer and director will use
its principles of ethical conduct as a foundation
for behavior. Reference to this Code will help
each of us apply our institutional and personal
values of honesty, fairness and integrity to
everything we do at the Company. Any waiver
of this Code for executive officers or directors
of the Company may be made only by the board
of directors or a committee of the board of
directors of the Company to which such authority
has been delegated. If you need clarification
on any matters not covered by this Code, please
refer to your immediate supervisor, manager
or other appropriate personnel.
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