QBE INSURANCE GROUP

CODE OF BUSINESS ETHICS AND CONDUCT Effective date: September 2014

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QBE Code of Business Ethics and Conduct

A message from the Group CEO In early 2012, we reset our vision to reflect the growth of QBE over the past 17 years since the vision was first introduced. We aim: “to be the most successful global insurer and reinsurer in the eyes of our customers, our people, our shareholders and the community.” We can only achieve our vision if all of us are involved and committed. We need to think and act as ONE QBE to give us a consistent and aligned approach to the way we build, grow and run our business. Our ONE QBE values are not just words on a page – they are the very essence of our culture and how we work and are intrinsically linked to our long-term vision. We can only measure our success from the perspective of our key stakeholders who judge QBE by the performance of its employees. This Code of Business Ethics and Conduct builds on our ONE QBE values and is an essential resource and guide for our people. QBE is the way its people think, the way they behave and the way they relate to others. It is not just what we say that matters, it is what we DO. The manner in which we conduct ourselves and our business is key – we aspire at all times to be respectful of each other, our customers, our shareholders and the community and to act with honesty and integrity. QBE has been the insurance success story of the last 15 years, growing from a small Australian player to one of the most diverse international insurers. I believe we have the opportunity to do even more. With your continued involvement and commitment, we have every chance at achieving our vision. I look forward to taking this ONE QBE journey with you all.

John Neal Group Chief Executive Officer

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QBE Code of Business Ethics and Conduct

Table of contents 1

2

3

4

Introduction

5

1.1

Business ethics and conduct statement

5

1.2

Purpose

5

1.3

Scope

5

Integrity

5

2.1

Ethics statement

5

2.2

Vision

5

2.3

Values

5

2.4

Complying with laws and policies

6

2.5

Conflict of interest

6

Employees

6

3.1

Workforce diversity

6

3.2

Health and safety

6

3.3

Outside employment

7

3.4

Investments and insider trading

7

3.5

Close personal relationships

8

3.6

Insurance provided by QBE

8

3.7

Risk management

8

3.8

Information security

8

3.9

Confidentiality

8

3.10

Business assets and opportunities

9

3.11

Records retention

9

3.12

Social media

9

3.13

Changes to personal circumstances

10

Customers

10

4.1

Honest dealings

10

4.2

Gifts, entertainment and other business courtesies

10

4.3

Financial crime

10

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5

6

4.4

Privacy

11

4.5

External communications

11

4.6

Complaints

11

4.7

Anti-competitive practices

11

Shareholders and the community

12

5.1

Records and accounts

12

5.2

Government, regulators and foreign officials

12

5.3

Intellectual property

12

5.4

Political contributions and activities

12

5.5

Media communication

13

5.6

Community

13

5.7

Environment

13

Compliance

13

6.1

General compliance and acknowledgement

13

6.2

Breaches

14

6.3

Reporting

14

6.4

Further information and assistance

14

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QBE Code of Business Ethics and Conduct

1

Introduction

1.1

Business ethics and conduct statement

QBE will strive to do the right thing by its customers (including brokers, agents, other intermediaries and end customers), its people, its shareholders and the communities in which we work (including regulators, government and the public at large). 1.2

Purpose

This Code outlines a range of business ethics and standards of conduct. This Code is designed to provide principles in relation to these matters. Given the breadth of our operations and the different legal and regulatory requirements that apply to QBE’s operations, this Code does not summarise all QBE policies and guidelines or laws that apply to our business. Nor does it address all possible situations that employees may encounter. Employees must exercise good judgement and common sense in line with this Code. Employees should also refer to QBE policies and guidelines in place from time to time for further detail or seek clarification when they are unsure about the appropriate course of action to take. 1.3

Scope

This Code applies to all employees of QBE Insurance Group Limited and its controlled entities (“QBE”) worldwide. Variations to this Code may apply in the countries in which QBE operates due to local laws and regulations for example; however the standards of behaviour expected by QBE will not be lower as a result.

2

Integrity

2.1

Ethics statement

QBE aims to keeps its promises to its customers and its employees. QBE employees are respectful, professional, considerate and act with honesty and integrity. QBE employees are expected to maintain high ethical standards and uphold QBE’s reputation and report unethical or illegal behaviour. 2.2

Vision

QBE's vision is to be the most successful global insurer and reinsurer in the eyes of our customers, our people, our shareholders and the community. 2.3

Values

QBE’s strategic mission is to think and act as one company. Our culture is described by our values represented by the acronym ONE QBE: Open Minded Networked Empowered Quality Approach Business Acumen Excellent Outcomes These values drive the day to day behaviour of QBE’s employees across all divisions in which QBE operates and are the common thread that make QBE “ONE QBE” whenever and wherever QBE does business around the world. page 5

QBE Code of Business Ethics and Conduct

QBE’s customers, shareholders and communities judge QBE by the performance of its employees. QBE is therefore the way its people think, the way they behave, and the way they relate to others. 2.4

Complying with laws and policies

QBE’s employees must comply with the law. QBE also requires employees to comply with all policies in operation within QBE at any given time. Non-compliance may harm QBE’s reputation and/or lead to fines or other criminal or civil sanctions. 2.5

Conflict of interest

QBE is committed to ensuring that actual, potential and perceived conflicts of interest are identified and avoided, or in situations where they cannot be avoided, that they are appropriately managed. A conflict of interest arises in situations where an employee has a personal, financial or other interest that conflicts, or has the potential to conflict, with QBE’s interests and may make it difficult for that employee to fulfil their duties fairly, objectively and effectively in accordance with QBE’s ethics, vision and values. Conflicts, or potential conflicts, may manifest themselves as a result of relationships with any of QBE’s stakeholders as well as from an employee’s relationship with QBE. QBE expects all employees to maximise their full working time and efforts to QBE’s interests and to avoid any activity that will conflict with QBE’s interests. Employees must also, when representing QBE, declare their interest when they see an actual or potential conflict of interest or a possible perception of a conflict of their personal interests with QBE, its customers and suppliers. Principles in relation to specific activities and behaviours are further detailed throughout this Code (e.g. outside employment, investments, gifts and entertainment).

3

Employees

3.1

Workforce diversity

QBE aims to create a workforce that is fair and inclusive and seeks to retain and attract the best people to do the job. QBE recognises its talented and diverse workforce as an a competitive advantage. QBE believes in treating people with respect and dignity as an individual and as a part of this, QBE does not tolerate unlawful acts of discrimination. QBE recognises workforce diversity as an organisational strength, understanding that drawing on a wide variety of capabilities, ideas and insights enhances decision-making quality and entrepreneurship. Equal employment opportunity is an important foundation for QBE’s approach to workforce diversity. Employees are responsible for acting in alignment with and upholding the principles of the QBE Workforce Diversity Policy. 3.2

Health and safety

QBE aims to provide, so far as reasonably practicable, a safe and healthy environment for all employees and visitors. All employees and visitors should contribute to the health and safety of all persons in the workplace. QBE expects all employees, while at work, to take practical measures to: page 6

QBE Code of Business Ethics and Conduct



ensure their health and safety and the health and safety of others;



become familiar, and comply, as far as they are reasonably able, with QBE’s health and safety policies and guidelines; and



ensure that potential or actual hazards and incidents are identified and reported.

3.3

Outside employment

Outside employment (including board membership, self-employment and consultancy) may constitute a conflict of interest if it places an employee in the position of appearing to represent QBE, involves providing goods or services substantially similar to those of QBE, results in the employee acting in a way which is not in QBE's best interests or lessens the efficiency normally expected of employees in their jobs. Employees may not hold any outside employment which conflicts with their duties or raises other concerns. In particular, employees may not hold any employment or directorship with a competitor or customer of QBE or hold any political appointment unless it has been approved by a member of the Group Executive. All outside employment must be disclosed to enable QBE to assess whether such employment presents a conflict of interest. Work with a charitable or not-for-profit organisation will generally not represent a conflict of interest but must still be disclosed. 3.4

Investments and insider trading

Investments in a competitor or customer of QBE may constitute a conflict of interest. Employees may not invest in any competitor or customer of QBE except for moderate holdings of publicly available securities or unless it has been approved by their manager. Subject to the QBE trading policy for dealing in securities of QBE or other entities by Directors and Senior Group Executives, employees may trade in QBE securities as long as any decisions to do so are not made by using, or are on the basis of, any inside information that an employee may have. Employees are prohibited from trading any securities (including securities of QBE, its competitors, entities in which QBE invests or with which QBE conducts business) in which use is made of inside information. For this purpose: 

“inside information” is non-public price sensitive information, that is, information concerning an entity’s financial position, strategy or operations and any other information which a reasonable person would consider, if it were made public, would have a material impact on the price of the entity’s securities;



“trading” includes:





subscribing, buying or selling securities for yourself or another person. Note that receiving QBE shares under an incentive scheme is not considered “trading”(however the sale of those shares is considered trading); and



misusing inside information by communicating it (including providing any “tips”) to any person who trades on that information or further communicates that information to someone else who then trades on that information. Employees must keep inside information confidential; and

“securities” include shares, debt instruments and financial products created by third parties in relation to securities.

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QBE Code of Business Ethics and Conduct

3.5

Close personal relationships

Any business transaction with a person having a close personal relationship with an employee may generate a conflict of interest for that employee. Conflicts may also arise where an employee has a close personal relationship with another employee (e.g. direct reporting lines or conflicts in roles and responsibilities). A “close personal relationship” generally refers to a spouse or partner, dependants and any person living in the same dwelling, but employees should also consider whether transactions with other relatives, friends and companies controlled by those persons give rise to a conflict of interest and act accordingly. Employees must disclose to their manager any close personal relationship that may cause a conflict of interest. Depending on the nature of the actual or potential conflict of interest, action will be determined on a case by case basis. Any business transaction between an employee or any person with whom they have a close personal relationship and QBE must be at 'arms' length'. 3.6

Insurance provided by QBE

Employees may not create or alter any insurance contracts on behalf of QBE for themselves or any persons with whom they have a close personal relationship as this will constitute a conflict of interest. Insurance contracts must be created, and any alterations undertaken, through processes applicable locally. 3.7

Risk management

QBE maintains a robust culture of enterprise risk management. QBE employees are expected to be proactive in identifying and managing risks to QBE’s assets and business. This includes QBE employees identifying risk gaps in their own areas of operation and creating action plans to eliminate or mitigate those risks. In order to do so, employees must be open and honest in assessing and reporting risk gaps and breaches of authority. 3.8

Information security

QBE aims to protect its information assets against all material threats whether internal, external, malicious or accidental. Sound information security management is critical to: 

ensure the reliability, accuracy, completeness and availability of information used in business decisions;



prevent impairment to the strategic and intrinsic value of QBE's information assets; and



protect the privacy of customer, third party and employee information held by QBE or its agents.

The security of information requires all employees and particularly those involved in the management and support of QBE’s information systems and infrastructure. All employees must adhere to QBE policies relating to information security. Refer to section 3.9 (confidentiality) for further detail. 3.9

Confidentiality

Employees will have access to confidential information in the course of their employment. “Confidential information” includes non-public financial, corporate and personal information in respect of QBE and QBE’s employees, customers and other stakeholders in whatever form it exists. All confidential information remains the property of QBE. Employees must not disclose confidential information, unless permitted in accordance with applicable laws or as part of your employment. This obligation continues to apply after the page 8

QBE Code of Business Ethics and Conduct

termination of employment. No confidential information, including records, of any kind are to be retained, used or disclosed by the departing employee. Employees must also ensure that confidential information to which they have access and use to carry out their duties is not improperly or inadvertently communicated to another person or department within QBE that should not have access to that confidential information as it may, for instance, give rise to a potential conflict of interest. All efforts should be made to ensure that appropriate barriers and security measures are in place between departments where conflicts could potentially arise; however should a conflict situation arise, employees should notify their manager. Employees will be requested to consent to the holding and processing of their personal information by QBE for purposes relating to their employment. 3.10

Business assets and opportunities

QBE is committed to ensuring the protection and proper use of its business assets and opportunities. Employees must not: 

mis-use QBE property or information;



take for themselves personally any opportunity that belongs to QBE or that is discovered through the use of QBE property, information or position;



compete with QBE; or



enter into any type of arrangement on behalf of QBE that may be used to take improper advantage from accounting, financial, tax or other laws.

3.11

Records retention

QBE is committed to ensuring that the information needs of the business are met whilst at the same time adhering to legal and regulatory requirements such that records are retained and disposed of within the appropriate timeframes and in the appropriate manner. Employees should consult applicable laws and local QBE policies in respect of document retention before destroying any QBE records (in whatever format). Where in doubt, legal advice should be sought. 3.12

Social media

QBE understands that its employees will be connected to the marketplace and with each other, and that one of the ways of doing this is through social media. Social media includes online forums, websites and applications developed for the sharing and exchange of usergenerated content. When participating in social media, QBE expects employees to behave in an appropriate and professional manner that demonstrates loyalty and commitment to QBE. Employees should always consider how their contribution will be perceived by others, and how it reflects on QBE and themselves. Employees must not contribute material that is in any way defamatory or abusive towards QBE, customers, other employees or any other stakeholder of QBE. Employees may identify themselves as an employee of QBE in websites and social media, whether it be for QBE or personal reasons; however in doing so employees will be considered as representing QBE and therefore be subject to relevant provisions of this Code (e.g. confidentiality) in relation to all activities in that domain. Employees may not use social media sites in any capacity directly related to their role at QBE unless they have appropriate delegated authority to do so. page 9

QBE Code of Business Ethics and Conduct

3.13

Changes to personal circumstances

Employees are expected to possess the competence, character, diligence, honesty, integrity and judgement to perform properly the duties of their position. Employees are therefore required to inform QBE if their personal circumstances change and this affects their ability to carry out their role. Changes in personal circumstances include the following, whether or not these occur locally or overseas: 

criminal convictions;



bankruptcy;



loss, or failure to obtain, any trade, business or professional license or registration that is required to perform your role; or



civil judgments.

4

Customers

4.1

Honest dealings

Employees must deal honestly with customers in all business transactions and in particular: 

contract negotiation – in negotiating any contractual arrangement, employees should be accurate and complete in all representations;



fair treatment of customers – QBE is committed to developing and delivering quality products that meet the needs of end customers. Employees must not engage in any misleading or deceptive conduct, must exercise care, diligence and skill, and must provide clear information; and



remuneration or service fees to brokers, agents or other intermediaries – must not be designed in a way to induce conflicts that may not be able to managed by the broker, agent or other intermediary.

4.2

Gifts, entertainment and other business courtesies

QBE’s success in the marketplace results from providing superior products and services at competitive prices. QBE does not seek to gain improper advantage by offering business courtesies including, but not limited to, gifts (including, but not limited to promotional items), entertainment or other business courtesies (including, but not limited to, meals, refreshments, travel, accommodation or other hospitalities). Employees must not offer or accept any business courtesies in whatever form from a customer o r s u p p l i e r unless they are of a nominal value and considered reasonable under the circumstances (specific limits, approvals and guidance may apply in some countries). Employees must ensure that by offering or accepting business courtesies they do not create, or appear to create, a conflict of interest for those involved. Business courtesies must be directly connected with QBE’s business. QBE corporate hospitality, sponsorship and charitable donations arranged via the QBE Foundation or otherwise in accordance with delegated authorities do not fall within the scope of this Code. 4.3

Financial crime

QBE has no tolerance for financial crime. Financial crime in this context includes: 

bribery and corruption - includes the offering, promising, giving, accepting or soliciting of page 10

QBE Code of Business Ethics and Conduct

an advantage or private gain as an inducement for an action which is illegal, illegitimate or inconsistent with one's duty or the rights of others. Bribery and corruption may encompass a conflict of interest and may also interlink or overlap with fraudulent activities; 

fraud – includes such acts as deception, dishonesty, forgery, extortion, theft, conspiracy, embezzlement, misappropriation, false representation, concealment of material facts and collusion. Generally fraud may be defined as any act or omission with the intention of obtaining an unfair advantage; and



money laundering - is the processing of the proceeds of crime to disguise their illegal origin, thereby ‘legitimising’ the monies. The original proceeds may derive from a large number of criminal acts and the funds may then be ‘laundered’ by changing their form or moving them to produce ‘clean’ money.

Financial crime may arise in the course of QBE’s business through dealings with customers. Employees should be aware of the types of potential activities related to financial crime that may occur within their areas of responsibility and to be alert for any indications of irregularity. 4.4

Privacy

QBE may need to collect, use and store certain types of personal information about individuals (including current, past and prospective employees, customers, claimants and others) in order to carry on business. QBE is committed to ensuring that the collection, use and storage of personal information throughout the business is dealt with in accordance with legal requirements to ensure that integrity and protection of that information is maintained at all times. Employees must ensure, in accordance with applicable local legal requirements, the security and accuracy of personal information collected, recorded and used. Access to such information will be restricted as appropriate within QBE and should any third party be granted access to such information, they will only be permitted to use that information for the purpose for which QBE provides it. 4.5

External communications

QBE is committed to communicating information in a manner that is clear and understandable, fair, accurate and complete, timely and not misleading or deceptive. Employees must exercise care, diligence and skill when undertaking any external communications. External communications for this purpose include any form of advertising or marketing material and product information or advice provided to customers. 4.6

Complaints

QBE values its customers and their satisfaction with the products and services provided by QBE is important. QBE expects employees to handle any complaints, disputes or other expressions of dissatisfaction in a courteous, fair and timely manner. 4.7

Anti-competitive practices

QBE’s success in the marketplace results from providing superior products and services at competitive prices. QBE does not seek to gain advantage through improper or anticompetitive practices. Employees must not engage in anti-competitive practices or behaviours including any agreements, decisions and collaborative practices (whether documented or based on an oral understanding) with competitors that may prevent, restrict or distort of competition. Examples page 11

QBE Code of Business Ethics and Conduct

include price fixing, bid rigging and boycotts. Employees must also take care when participating in industry associations. Consideration should be given to all aspects of activities of an association (including membership criteria, rules of membership and any standards) and any meeting agendas and participation should not extend to the provision of pricing or other commercially sensitive information that may be anti-competitive.

5

Shareholders and the community

5.1

Records and accounts

All payments and other transactions must be properly authorised and be accurately and completely recorded in accordance with generally accepted accounting standards and established QBE accounting principles. Employees must not make false, incomplete or misleading entries. No undisclosed or unrecorded QBE funds shall be established for any purpose nor should any QBE funds be placed in any personal or non-QBE account. All QBE assets must be properly protected and asset records regularly compared with actual assets, with proper action taken to reconcile any differences. 5.2

Government, regulators and foreign officials

QBE is committed to maintaining an open and co-operative relationship with government agencies and pro-active liaison is undertaken. Employees must not promise, offer or make any financial or other advantage to any official, in any country, state or region in exchange for, or in order to, induce favourable business treatment for the performance of ministerial or clerical duties, or to effect any government decision, other than the payment of statutory or similar fees or other permissible payments. 5.3

Intellectual property

Intellectual property laws protect the property rights in creative endeavours and provide certain exclusive economic rights that may provide a competitive advantage to business. Employees are expected to adhere to applicable laws in relation to intellectual property including copyright, trademarks, patents and trade secrets. In particular: 

copyright – employees may not reproduce or perform or display any works subject to copyright without the copyright owner’s permission unless legal exceptions apply;



trademarks – employees may not grant the use of the QBE name or logo, or those of any QBE controlled entity, for publication in any promotional material, or supply to anyone outside QBE, without first obtaining approval from their manager;



patent – any invention created, developed or devised during the course of an employee’s employment will be the property of QBE; and



trade secrets – employees may not use or disclose to any person QBE’s trade secrets, unless permitted as part of their employment.

5.4

Political contributions and activities

Political contributions and activities may create a conflict of interest. Employees must not contribute to or donate QBE funds, products, services or other resources for any political cause, party or applicant without approval of their manager. page 12

QBE Code of Business Ethics and Conduct

Employees engaged in any political activity do so at their own discretion and without involving QBE or its assets. 5.5

Media communication

It is critical that QBE Group is represented consistently and any risks associated with external communication are managed effectively. Employees are not permitted to communicate either directly or indirectly with the media on QBE’s business activities unless they have approval of their manager. Employees should adhere to any QBE policies in relation to media communications and should not make any representations that might reflect negatively on QBE’s brand or reputation unless required by law or regulation. 5.6

Community

The QBE Foundation is QBE’s major global corporate responsibility initiative. The intention of the QBE Foundation is to extend beyond philanthropy and to create a platform for QBE and its employees to engage with the communities in which we operate. The activities of the foundation encompass a co-ordinated approach to grants, employee matching and volunteer opportunities. The philosophy of the foundation is to support vocational opportunities globally. With vocational goals in mind, the foundation seeks to support individuals and groups to live more independently, successfully and productively. As such, the QBE Foundation sets out to support women and men, both the young and the mature worker, to overcome disadvantage and expand on their abilities. QBE’s philosophy also mirrors its insurance role in the community where QBE is uniquely placed to assist people when they find themselves in need through accident or misadventure. QBE encourages its employees to take part in the QBE Foundation to help QBE deliver real and lasting benefits. 5.7

Environment

QBE is involved in an industry that seeks to play a role, in conjunction with governments, individuals and organisations, in managing and reducing environmental risk. In an initiative to collaborate with the United Nations Environment Program (UNEP), QBE, together with a number of other major international insurers, is a signatory to the UNEP Statement of Commitment by Financial Institutions on Sustainable Development. Employees must adhere to applicable laws on environmental and social issues and are encouraged to work towards integrating environmental and social considerations into our operations and business decisions.

6

Compliance

6.1

General compliance and acknowledgement

All employees have been or will be notified of this Code. This Code is to be read, understood and adhered to by all employees. Each employee is requested by email or otherwise in accordance with local requirements as in place from time to time to acknowledge that he or she has read, understood and agrees to comply with this Code. QBE pays salaries on the basis that employees comply with this Code.

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QBE Code of Business Ethics and Conduct

6.2

Breaches

If any breach of this Code is found to have occurred, depending on the circumstances and severity of the breach, QBE reserves the right to initiate disciplinary action, which may include a warning, dismissal, reimbursement of losses, referral for criminal prosecution or civil action. Where other people are found to be implicated, QBE may: 

if the others are employees of QBE, conduct a further investigation and determine the disciplinary action, if any, that should apply; and



for other people if the breach relates to the transmission of information, refer the matter to the owner(s) of the system(s) to or from which questionable information was transmitted.

Where illegal acts are found to have occurred, then the matter may be referred to relevant investigative authorities for further action. Examples of breaches include, but are not limited to: 

breach of applicable law or regulation;



illegal, unethical, dishonest, fraudulent and corrupt conduct;



serious and/or persistent breach of QBE policies;



posing a threat to QBE’s reputation;



conduct that may cause financial or non-financial loss to QBE or be otherwise detrimental to the interests of QBE;



failure to notify QBE of a change in personal circumstances that may affect an employee’s ability to perform their role; or



incurring substantial or specific danger to public health or safety.

Employees are required, upon reasonable request by QBE, to provide full and complete cooperation with any investigation related to actual or potential breaches of this Code. 6.3

Reporting

Employees are encouraged to report conduct which they believe is, or may be, in breach of this Code. Reports may be made anonymously; however QBE encourages employees to disclose their identity to assist in investigations. Any reports will be kept confidential to the extent possible while still allowing QBE to investigate and take appropriate action. QBE undertakes that no personal disadvantage will occur to any employee who reports conduct not involving them which they reasonably believe is, or may be, in breach of this Code. No personal disadvantage means no dismissal, demotion, discrimination, harassment or prejudice, or threats of any such conduct, by QBE to the employee or their family. If, however, an employee is found to have deliberately or vexatiously submitted a false report and/or if they persist in making such a report, disciplinary action may be taken. Reports are to be made in accordance with local whistleblowing policies or to the Group Executive Officer People & Communications, Group Chief Risk Officer or General Counsel. 6.4

Further information and assistance

For further information or guidance on this Code, employees should consult their manager, local human resources, Group People & Communications, Group Risk, Group Legal or other relevant local contacts. page 14

QBE Code of Business Ethics and Conduct

In addition, QBE has various arrangements with external providers of counselling services. Details are available locally.

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