CODE OF BUSINESS CONDUCT

Nova Mutual Insurance Company

At Nova Mutual Insurance Company, we are committed to fair dealing, honesty and integrity in the conduct of our business. We take our responsibility to our employees, customers and business partners very seriously.

The Nova Mutual Insurance Company Code of Business Conduct is intended to meet the following objectives:

To demonstrate that Nova Mutual works to conduct itself ethically;
To describe Nova Mutual’s values and standards of business conduct;
To define the various forms of conflict of interest and to guide employees and directors on how to
avoid and/or resolve potentially difficult situations;
To set out Nova Mutual’s procedures for reporting of conflicts of interest and other issues relating to
the Code; and
To promote principles of respect and fairness in the workplace and in dealings with others

Personal Application

The code applies to all employees (including contract employees) and directors of Nova Mutual Insurance Company. It includes guidance on how to avoid and handle conflicts of interest. It also contains information on the non-disclosure of confidential information.

It is your responsibility as a Nova Mutual employee or director to become familiar with the Code, to ask for guidance when necessary, and to report violations of the Code. Ultimately, of course, you must discharge your responsibilities at Nova Mutual in accordance with the Code and any supplementary code of business conduct that may apply to you.

Business Application

It will be relatively easy to determine how to apply the Code to many situations. However, some business situations are more complex. The Code does not describe, or provide guidance on, every circumstance you might encounter in your work. Instead, it sets minimum standards that Nova Mutual expects you to meet or exceed in your business dealings. As always, you will be expected to understand and comply with all applicable legal and regulatory requirements and to use your best judgement and common sense, keeping in mind that you are required to comply with the spirit, as well as the written words, of the Code, and applicable laws, rules and regulations.

If you encounter a situation for which the Code does not provide specific guidance, asking yourself the following questions may help you determine how to apply the Code:

Is this fair and ethical?
Is this legal?
Am I confident that Nova Mutual would not be embarrassed if this situation became public knowledge?
Would I approve of this situation if I were a fellow employee/director or a customer?

You should be able to answer YES to each of these questions.

Compliance with the Law

At a minimum, behaving ethically requires you to comply with all laws, rules and regulations applicable to your activities on behalf of Nova Mutual Insurance Company. It also requires you to work to the spirit of the law. You are responsible for understanding the laws, rules, and regulations that affect or are relevant to your particular job or position.

If you are unsure about how to apply any particular law, rule or regulation relevant to your job, contact your manager.

Fairness in the Workplace

We are committed to fairness in the workplace and recognize that a diverse workforce allows us to operate most effectively. We will not tolerate unlawful discrimination, harassment or violence in the workplace. Nova Mutual has a Workplace Harassment Policy and a Workplace Violence Policy in effect.

Specifically, you may not unlawfully discriminate against co-workers, customers, business partners or anyone else you encounter in the course of your work on the basis of their race, colour, religion, sex, sexual orientation, national origin, citizenship, creed, age, marital or family status or disability. You must not engage in threatening, intimidating or violent acts against co-workers, customers or anyone else you encounter in your work. Sexual or other harassment, or offensive behaviour such as verbal abuse, unnecessary physical contact or unwelcome comments, are also prohibited. These violations of the Code, or any similar violation of applicable laws, rules or regulations, may result in disciplinary action, termination of employment or, if appropriate, civil or criminal proceedings.

Conflicts of Interest

Definition of a Conflict of Interest

a. A conflict of interest refers to situations in which personal, occupational or financial considerations may affect, or appear to affect, a Director’s objectivity, judgment or ability to act in the best interest of the Corporation and includes conflicts as described throughout this document.

b. A conflict of interest may be real, potential or perceived in nature.

c. A real conflict of interest arises where a Director has a private or personal interest; for example, a close family connection or financial interest.

d. A potential conflict of interest may arise when a Director has a private or personal interest such as an identified future commitment.

e. A perceived or apparent conflict of interest may exist when a reasonable, well-informed person has a reasonable belief that a Director has a conflict of interest, even if there is no real conflict.

f. Full disclose, in itself, does not remove a conflict of interest.

Nova Mutual expects all employees and directors to act appropriately. This means distinguishing between your personal interests and Nova Mutual’s interests and avoiding any conflict between the two. Any action you take on behalf of Nova Mutual must not be influenced by the possibility of gain for yourself or for anyone personally associated with you. It is also important to avoid any appearance of a conflict.

Any person who is aware of, or has reasonable grounds to believe that, a potential conflict of interest exists, is required to report it to the President & Chief Executive Officer, or to the Chair of the Conduct Review/Governance Committee of the Board of Directors. All real conflicts of interest must be disclosed by the President & Chief Executive Officer to the Chair of the Conduct Review/Governance Committee on an annual basis or more frequently.

The existence of a potential conflict will not necessarily prevent the employee’s/director’s involvement in that situation. There may be situations where, once declared, the conflict can be managed so as to enhance rather than undermine the employee’s/director’s contribution to the Company. That said, in some cases, an individual may be asked to remove himself/herself from the situation.

An employee who fails to disclose a conflict of interest to his/her supervisor shall be subject to appropriate disciplinary action that may include suspension, termination, reimbursement to the Company of the monetary value of the benefit received directly or indirectly, and/or legal action, depending on the nature and severity of the conflict.

Many situations could give rise to a potential conflict of interest, or to the appearance of a conflict. This section of the Code sets out some of the more common conflicts, but it is not exhaustive. If you feel that your personal interests and those of Nova Mutual may be, or may be perceived to be, in conflict, speak to the President & Chief Executive Officer.

	Conflict Guideline	Examples of Conflict Management Resolution
A	If such a conflict arises … Employees/directors will not participate in the underwriting, adjusting, inspection or other Company business of an immediate family member or close personal friend or their own policy.	Then … • Employee ask supervisor to assign that work to another employee or to an independent contractor. • Employee may declare the conflict, and the employee’s supervisor will independently audit the work.
B	Employees/directors will not participate in the hiring/acceptance, direct supervision, evaluation, promotion, or salary administration of relatives or persons with whom they have a close personal relationship.	• Person must be hired/accepted according to their merits as compared to all other applicants. • An independent capable supervisor must direct and evaluate the person’s work. • An independent capable supervisor must determine the person’s promotion and salary.
C	Employees/directors, or entities in which they or immediate family members hold an interest, may not contract with the Company as a business supplier of materials, equipment or services, or as a purchaser of surplus assets.	• Conduct Review/Governance Committee may provide written permission
D	It is possible that you may be offered gifts or favours in the course of your work. In limited circumstances, you may accept them. In each case, you should consider the value of the gift or favour and the circumstances in which it is offered. Generally, you should not accept gifts or other favours that could in any way influence, or appear to influence, your business decisions. You should not accept frequent gifts from one source, even if they are only of nominal value. Of course, you may not engage in conduct that could be interpreted as directly or indirectly seeking, receiving or providing a bribe or kickback.	• The gift/prize is disclosed to the employee’s supervisor. • The gift is a token courtesy with small intrinsic value and does not place or appear to place the recipient under any obligation to the giver or have the possibility of influencing the recipient in their duties. • The gift is accepted on behalf of the Company and used in fund raising events or for Company business purposes and has the effect of reducing expenses that would normally have been incurred. • Cash, in any amount, must not be accepted or given as a gift or favour under any circumstances.
E	An employee/director must not use his/her position within the Company to influence any business in its dealings with other parties for the personal profit or advantage of any person. You should ensure that you are independent, and are seen to be independent, from any business organization that has a contractual relationship to provide goods or services to Nova Mutual. For this reason, you should not invest, or acquire a financial interest, directly or indirectly, in any organization if that might influence, or create the impression of influencing, your decisions on behalf of Nova Mutual.	• When settling a claim, ask the policyholder to select which contractor is used from a list of approved contractors. • Unless specifically provided under the tERM and ORSAs of your employment or engagement, you may not receive a commission or other compensation related to the sale of any product or service of or to Nova Mutual.
F	An employee/director may not use the services of other employees, or make use of Company facilities, supplies or resources to serve a personal interest.	• Supervisor approval and agreement that level of use is immaterial. • Other employee’s time does not conflict with his/her ability to meet the responsibilities/duties to the Company. • Employee reimburses Company for facilities, supplies, resources or services of other employee’s time at fair market value rates.
G	An employee may not involve him/herself in outside activities, either paid or unpaid, if these activities interfere with his/her obligations, duties and responsibilities as an employee of the Company.	• Realigning activities so that they bring credit to Company, as well as to the employee. • Reducing the level of outside activity to avoid interference. • Reducing the work load and corresponding remuneration, where applicable, to allow employees the freedom to pursue outside activities.

Dealing with Information, Technology and All Other Assets

Keeping information confidential

All information about Nova Mutual and its businesses is, and must be treated as, confidential until that information has been publicly disclosed by press release or is otherwise generally available to the public. This is the case even if the information is not material.

You may not disclose confidential information, except as required by law or as approved in advance by the appropriate manager, to anyone outside of Nova Mutual, including family and friends. This applies even after you have left Nova Mutual’s employment. You may also not disclose confidential information to Nova Mutual colleagues unless they need to know the information to carry out their employment.

You are responsible for protecting confidential information in your custody against, theft, loss, unauthorized access, destruction or misuse.

Using technology appropriately

The internet, any intranets, and email are increasingly important business resources and provide unprecedented access to information. However, it is possible that this technology may be abused.

Nova Mutual’s electronic communications systems are Nova Mutual’s property and should be used primarily for Nova Mutual’s business purposes. Limited appropriate personal use is permitted provided it does not interfere with your business activity or Nova Mutual’s business operations. Social networking activities while at work should be limited to business purposes and are not to interfere with the employee’s primary job responsibilities. To monitor personal use, the Company will check individual activity periodically. You should not expect that any of your email or Internet communications are private. Cyber bullying is defined as harmful actions that are communicated via electronic media that are intended to embarrass, harm, or slander another individual. We will not tolerate cyber bullying whether at work or outside of work.

Using other assets appropriately

You may only use Nova Mutual’s assets for legitimate business purposes and are required to use good judgement in spending Nova Mutual’s funds. You must also take responsible steps to protect assets owned by or entrusted to Nova Mutual against loss, theft, damage or misuse.

You are required to follow internal policies and procedures for handling and protecting Nova Mutual’s assets. This includes being careful not to breach any copyright laws, intellectual property laws or regulations when making copies of documents or software, not to reveal company secrets and not to permit others to use Nova Mutual’s assets.

Maintaining books and records

Nova Mutual Insurance Company is required to maintain accurate and reliable records to meet its legal and financial obligations and to manage its affairs. Nova Mutual’s books and records should reflect accurately all business transactions. Undisclosed or unrecorded revenues, expenses, assets or liabilities are prohibited.

Maintaining Privacy

Respect for privacy is necessary to build strong business relationships. We accumulate a considerable amount of information about customers and employees. You are required to keep confidential any of this information that you might access in the course of your work.

You should collect, use or disclose personal information only with the knowledge and permission of the person to whom the information relates unless otherwise permitted by local laws. In that context, you should always validate the person with whom you are speaking at any time personal information is being disclosed.

In certain jurisdictions where we conduct our business, our customers have the right to ask if we hold any personal information about them and, if so, to review it. They may also have the right to know how we collected the information, how we use it, and to whom we have disclosed it.

Personal information may only be used for the purposes for which it was originally collected, unless otherwise permitted by local laws or we are authorized to use it for another purpose. In addition, access to personal information within Nova Mutual generally is restricted to those employees who have a legitimate business reason to access it.

Engaging in charitable activity

Nova Mutual has an organizational structure in place to deal with charitable and philanthropic spending. Please direct this type of request to the President & Chief Executive Officer.

Communicating with others

When communicating on matters that involve Nova Mutual business, you should not speak for Nova Mutual unless you have been expressly authorized to do so.