American Financial Group, Inc. and its subsidiaries, including the companies that make up the Great American Insurance Group (collectively, “AFG,” the “Company,” or “we”), believe that strong principles and the highest standards of ethical conduct are critical to our success. The AFG Code of Ethics and Business Conduct (“Code”) reflects our commitment to ethical conduct. It also sets out principles to guide you when you act on behalf of the Company.
All employees, officers, and directors (“you”) are required to be familiar with the Code, comply with its provisions and report any suspected violations as described below under, “Reporting Violations and Non-Retaliation.” We expect you to adhere to the highest ethical standards. This includes modeling and promoting ethical behavior in your daily behavior, as well as reporting any violations of suspected misconduct.
You should use this Code to help you make ethical, value-driven business decisions. The Code provides you with examples of common issues you are likely to face in the course of business, as well as resources where you can get additional assistance. The Code is also supported by separate Company policies, which you should review regularly. In some instances, these policies provide more information about a topic covered by the Code. In other instances, the policies govern additional obligations not addressed in the Code.
No Code or Company policies, however, can cover every legal obligation or ethical situation you may face. We, therefore, expect you to use your best judgment, refer to the Code for guidance, and reach out for additional assistance. In all instances, you should ask yourself the following questions to help you make the right decision:
- Does it comply with the law?
- Does it adhere to the Code and our Company policies?
- Is it consistent with our core values?
- Is it consistent with our long-term goals and interests?
- Would you be comfortable with your decision if it were made public?
If you are still unsure of how to act, have any questions regarding your obligations under the Code, or want to learn more about the Company policies that apply to you, we encourage you to consult with your manager, senior officer, Compliance Officer, General Counsel for guidance. Contact information for your General Counsel and Chief Compliance Officer can be found at the end of the Code.
Definitions
The following definitions will help you understand terms that are used throughout the Code:
Business Partner - Any person or entity that has a business relationship with the Company, including customers, policyholders, producers (e.g., agents or brokers), vendors, suppliers, third-party administrators, reinsurers, banks, accounting firms and law firms.
Conflict of Interest - A situation in which your private interest interferes with the interests of the Company.
Confidential Information - Includes all nonpublic information regarding the Company or its Business Partners, such as internal reports, policies, and procedures; business performance; business plans; customer lists; information relating to any policyholder, claimant, or annuitant; personally identifiable information; business brand strategies; trade secrets; and budgets, forecasts, and other financial information, among others.
Family Member - includes your spouse, parents, siblings, children, grandparents, and grandchildren (including in-laws and adopted, half, and step relations), any other member of your household, as well as any trust or closely held entity that, to your knowledge, is beneficially owned by any of the foregoing.
Significant Ownership Interest - An ownership interest large enough to influence you, or appear to influence you, when you are making decisions on behalf of the Company.
Substantial Investment - An investment large enough to influence you, or appear to influence you, when you are making decisions on behalf of the Company.
Compliance with Laws, Rules, Regulations, and Company Policies
The Company is committed to complying with all laws, rules, and regulations that apply to us and our business activities. It is your responsibility to adhere to those laws, rules, and regulations. If you are unsure about the applicability or details of a law or regulation, talk to your manager, General Counsel, or Chief Compliance Officer.
Our Company policies also will help you understand your obligations. You are expected to comply with this Code and Company policies that apply to your role and responsibilities. For most employees, Company policies can be accessed through Gateway, and we encourage you to review the Company’s policies on a regular basis. All employees are required to certify annually that they understand and agree to comply with this Code.
Conflicts of Interest
You are expected to act in the Company’s best interest at all times and to avoid Conflicts of Interest. Conflicts of Interest may arise when your personal relationships, financial investments, or other outside activities could impair your ability to perform your work for the Company objectively and effectively. Conflicts of Interest also may arise when you use your position with the Company for private gain or to obtain benefits for yourself or a Family Member.
Because Conflicts of Interest must be disclosed annually on the Conflict of Interest Questionnaire and they are often unclear, the following provides some additional examples to help you recognize Conflicts of Interest and understand your responsibilities:
Conflicts of Interest: Outside Activities/Business Relationships
Employees are expected to devote their full working time and attention to their responsibilities at the Company. Outside activities should not interfere with the performance of your duties for the Company.
Simultaneously working for or receiving compensation in any form from Business Partners or competitors of the Company likely creates a Conflict of Interest. Therefore, the Company generally prohibits this type of arrangement. Any employee who wants to take an outside position with, or provide goods or services to, a Business Partner or competitor must obtain prior authorization from their General Counsel. In the event you have a question, you should consult with your General Counsel.
Directors who are also not employees of the Company are expected to notify the Company about all other directorships, as well as any employment or consulting relationships with Business Partners or competitors of the Company.
Conflicts of Interest: Financial Interests
A Conflict of Interest also may arise when you or your Family Member has a Significant Ownership Interest or Substantial Investment in a Business Partner or competitor of the Company (other than through a mutual fund or other diversified investment vehicle). Ownership interests include stock, partnership interests, membership interests, profits interests, and other forms of equity. Investments include loans, advances, and other forms of financial support.
Conflicts of Interest: Gifts and Entertainment
It is common to give or receive gifts during business dealings. However, gifts and other favors could create obligations or appear to create obligations between the gift-giver and the party who receives the gift, which could give rise to a Conflict of Interest. In general, you should not seek, accept, or give a business gift that is or appears to be improper.
Employees who accept or give gifts must comply with applicable laws, company policies, rules, and procedures including the Company’s Gifts and Entertainment Policy. As required by the Gifts and Entertainment Policy, employees must disclose any Customary or Unusual Gifts they received on their annual Conflict of Interest Questionnaire.
Conflicts of Interest: Business Decisions Involving Family Members
You may not use your position to make or influence any business decision that puts your Family Member’s interest above the Company’s interests. This includes choosing Business Partners, making underwriting decisions, influencing claims outcomes, or negotiating a sale, purchase, or investment in any matter where you or your Family Member has a personal interest, without receiving prior approval from your senior officer, General Counsel, or Chief Compliance Officer.
A Conflict of Interest also arises when you are in a position to make or influence employment-related decisions for your Family Member. You may not make an employment-related decision for a Family Member that is not in the best interest of the Company. Therefore, all employment-related decisions at the Company—such as hiring, promotion, compensation, benefits, performance evaluation, disciplinary action, and termination—must be made objectively and without regard to personal interests, including the interests of Family Members. Employees should not work in a direct or indirect reporting relationship with a Family Member unless the reporting structure is approved by an appropriate company executive and Human Resources.
Conflicts of Interest: Loans and Other Benefits
Loans by the Company to, or guarantees by the Company of obligations of, employees or their Family Members are of special concern and could constitute improper personal benefits to the recipients of such loans or guarantees. Loans by the Company to, or guarantees by the Company of obligations of, any director or executive officer or their Family Members are expressly prohibited.
Conflicts of Interest: Community and Political Activities
We encourage you to engage in political activity and make political contributions according to your personal preferences. You, however, must comply with applicable federal, state, and local law and the restrictions set forth in the Company’s Political Contributions and Lobbying Policy in conducting these activities.
In addition, corporate political contributions to a candidate or political action committee (PAC) must be approved in advance, as provided in the Political Contributions and Lobbying Policy. You are prohibited from making, authorizing, or permitting any unlawful contribution, expenditure, or use of Company funds or property for political purposes.
Conflicts of Interest: When In Doubt, Disclose
You have an ongoing obligation to disclose all actual or potential Conflicts of Interest. A potential Conflict of Interest may exist even if there is an appearance of a conflict, and you should err on the side of disclosing even the appearance of a conflict. This allows us to determine how best to manage the situation or actual conflict. In some instances, we may simply remind you to guard against disclosing Confidential Information and to refrain from making decisions in situations where you have a conflict. In other cases, we may implement other controls to mitigate or eliminate the conflict. In any instance, it is important for you to disclose the potential or actual conflict so that we can protect our interests and help ensure that your integrity is not compromised.
Employees are required to disclose any Conflict of Interest on their annual Conflict of Interest Questionnaire. As situations arise during the year that could constitute Conflicts of Interest, employees should discuss the situation with their managers so managers can take appropriate action. Directors should disclose actual or potential Conflicts of Interest to the Audit Committee Chairman of AFG. In all cases, as you consider whether to make a disclosure, we encourage you to use the following rule: when in doubt, disclose.
Corporate Opportunities
You owe a duty to the Company to advance our legitimate business interests when the opportunity to do so arises. You, therefore, must avoid the following:
- taking for yourself any business opportunities that are discovered through the use of Company property, information, or position that are properly the opportunity of the Company;
- using Company property, information, or position for personal gain; or
- otherwise competing with the Company.
An exception may be available when the Company is unable or elects not to take advantage of the opportunity. You must make prompt and complete disclosure of the opportunity to the Company at the time it arises, and obtain advance, written approval from the Company (through the AFG General Counsel), which acknowledges that the Company has elected not to take advantage of, and has no objection to your pursuit of, the opportunity.
Confidentiality
Through your position with the Company, you may have access to Confidential Information. You must maintain the confidentiality of all information entrusted to you by the Company or its Business Partners, except when disclosure is authorized by us or required by law. In addition, you must safeguard Confidential Information from unauthorized use and access.
In addition to these confidentiality obligations, employees are expected to read, understand, and comply with all relevant Company privacy policies and any other policies regarding the protection of Confidential Information. The duty to maintain confidentiality and comply with Company privacy policies and other data protection policies will survive the termination of any employment relationship.
Protection and Proper Use of Company Assets
You must protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on our business. Company assets include intellectual property, Company systems (e.g., computers, electronic networks, etc.), and Confidential Information. You are expected to immediately report any incidents of unauthorized access to Company assets or suspected incidents of fraud or theft. Similarly, you must comply with any additional policies, procedures, or rules the Company has in place regarding the protection of Company assets.
All materials developed by an employee of the Company within the course of employment, such as software, hardware devices, advertising materials, manuals, etc., are the exclusive property of the Company. Such materials may not be used for any purpose other than Company business without obtaining prior written approval from your General Counsel.
Insider Trading
In the course of performing your duties, you may have access to “material nonpublic information” about the Company or its Business Partners. All material nonpublic information should be considered confidential information. You are not permitted to use or share material nonpublic information for any purpose other than the conduct of the Company’s business. You may not use material nonpublic information in connection with buying or selling securities, including advising or “tipping” others who might make an investment decision on the basis of such information. Violation of insider trading laws is a criminal offense and is strictly prohibited by the Company’s Insider Trading Policy.
Refer to the Company’s Insider Trading Policy for more specific information on the definition of “material nonpublic information” and on buying and selling our securities or securities of our Business Partners.
Fair Dealing
The Company bases its business relationships on honesty, respect, and ethical conduct. As a result, we expect you to deal fairly with all Business Partners, competitors, and employees. We also expect you to comply with all applicable laws and regulations relating to fair and ethical market conduct.
Criminal Convictions
The Company does business in a regulated industry. As a result, if you have been or if you are at any time convicted of a felony while employed by the Company, you have an ongoing obligation to inform the Company of that conviction.
Anti-corruption and Anti-bribery
AFG strictly prohibits all forms of bribery and corruption in dealings with Government Officials, as well as in the private sector. Government Official is defined broadly under US law and may include Officers, employees, representatives, or agents of government agencies or institutions or government owned or controlled businesses; political parties, party officials, candidates for political office or elected or appointed government officials; and employees or officers of a public international organization (such as the United Nations). You are not permitted, directly or indirectly through a third party, to accept, offer, solicit, promise, authorize, or provide bribes or other corrupt inducements. A bribe can take many different forms, including cash or cash equivalents, loans, gifts, job offers, facilitation payments (i.e., typically small payments to speed up a government process), or other benefits or advantages. It is imperative you keep accurate records of payments to demonstrate the purpose of all payments. Refer to AFG’s Anti-corruption and Anti-bribery Policy for additional guidance.
Treatment of Others and Workplace Expectations
Consistent with our corporate values, we support the protection of human rights and treating people with dignity and respect. AFG prohibits the use of all forms of forced labor and child labor. We also follow all applicable minimum age requirements for employment everywhere we operate. AFG will not knowingly conduct business with any business partner that violates human rights or that participates in forced labor or child labor. AFG is an Equal Opportunity Employer and prohibits discrimination or harassment with respect to characteristics protected by applicable law. We are committed to a safe and respectful environment that is free from violence, threats, or other intimidating behavior, and that minimizes employees’ risks of accident or injury.
AFG’s Employment and Workplace Practices policies provide additional details, including Standards of Conduct, Workplace Safety, and how to report harassment or safety and accident situations.
Disclosure and Accounting
As a public company, we are required to make certain disclosures to the public, including by filing regular reports with the SEC. We are committed to full compliance with these important obligations and seek to provide full, fair, accurate, timely, and understandable disclosures in our SEC filings, press releases, and other public communications.
All individuals involved in the preparation of any SEC filing, press release, or other public communication made by the Company shall provide timely, thorough, and accurate financial and accounting data for inclusion in such disclosures. Financial officers shall communicate to executive management and to the accountants engaged to conduct an audit of their financial statements all relevant information and professional judgments or opinions. In addition, financial officers shall encourage open communication and full disclosure of financial information by relevant employees.
Everyone who contributes in any way to the preparation or verification of our financial statements must ensure that the Company’s books, records, and accounts are accurately maintained. In addition, you are expected to cooperate fully with the Company’s Accounting and Internal Audit departments, as well as the Company’s independent auditors. You may not knowingly conceal or falsify information, misrepresent material facts, or omit material facts necessary to avoid misleading the Company’s independent auditors or investors.
You are encouraged to report good faith complaints or suspicions regarding the Company’s accounting, internal controls, and auditing matters. Information on how to report can be found below under “Reporting Violations.”
Applicable Solely to the Co-CEOs and Financial Officers
The Company’s Co-Chief Executive Officers and all senior financial officers are bound by all the foregoing provisions of the Code and are, in addition, subject to the following specific policies:
- The Co-CEOs and all senior financial officers are responsible for full, fair, accurate, timely and understandable disclosure in the reports and documents that we file with or submit to the SEC, as well as our other communications with the public, including both written and oral disclosures, statements, and presentations. Accordingly, it is the responsibility of the Co-CEOs and each senior financial officer promptly to bring to the attention of the Company’s Audit Committee any material information of which such person may become aware that affects the disclosures made by the Company in its SEC filings or otherwise.
- The Co-CEOs and all senior financial officers are not permitted, directly or indirectly, to take any action to fraudulently influence, coerce, manipulate, or mislead any independent public or certified public accountant engaged in the performance of an audit or review of the financial statements of the Company that are required to be filed with the SEC if such person knew or was unreasonable in not knowing that such action could, if successful, result in rendering such financial statements materially misleading.
- The Co-CEOs and each senior financial officer shall promptly bring to the attention of the Company’s Audit Committee any information that such person may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data, or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures, or internal controls.
- In addition to their obligations under the Code, the Co-CEOs and each senior financial officer shall promptly bring to the attention of AFG’s General Counsel or a Co-CEO or, where such person deems it appropriate, directly to the Audit Committee any information that such person may have concerning any violation of this Code.
Reporting Violations and Non-Retaliation
At American Financial Group, Inc., we take ethics seriously as part of our commitment to operating with integrity.
We need you to speak up if you are aware of known or suspected unethical, illegal, or fraudulent activity or violations of the Company’s Code of Ethics and Business Conduct or Company Policy. You can report suspected violations to your manager, senior officer, General Counsel, or Chief Compliance Officer. Employees whose report involves harassment by another employee may contact the Company’s Non-Harassment Hotline at 877-583-9138 or their HR Department.
In addition, our dedicated Ethics Helpline serves as another channel for employees, customers and stakeholders to report known or suspected misconduct. You may identify yourself or request to remain anonymous. The AFG Ethics Helpline operates 24 /7 and is run by an independent, third-party provider. If anonymous reporting is requested, we will take effort to maintain your anonymity and confidentiality, as is permitted under law, regulation, or legal proceeding or feasible during a resulting investigation. To access the Ethics Helpline, you can click the following link or call the appropriate number listed below to make a report.
(800) 228-2860 (United States)
+1 (888) 703-0177 (International)
AFG treats all reports seriously. When appropriate, we will conduct a thorough investigation. We expect employees to cooperate in our investigation and provide full and truthful information. AFG prohibits retaliation against anybody who makes a report in good faith or who cooperates with any resulting investigation.
Enforcement
Subject to applicable law, individuals who violate the Code may be subject to disciplinary action, up to and including termination of employment.
Contacts
Mark A. Weiss
513-579-2520
Magdalena Grossman
513-369-5731
Matt Felvus
513-412-3143
Important
This Code of Ethics and Business Conduct is not an employment contract, and nothing in the Code shall affect the at-will status of any employee. The Code also does not limit the obligations of any employee under any existing non-compete, non-disclosure, or other employment-related agreement to which the employee is bound.