The good name and reputation of Zenith National Insurance Corp. and all of its subsidiaries (the "Company" or “Zenith”) are the product of the conduct, dedication, integrity and abilities of our employees. All insurance companies, including ours, depend on their reputations. The Company expects all of its employees to share its commitment to high ethical, legal and moral standards and to avoid any activities which could involve the Company or its employees in any unethical, improper or unlawful act. As used in this Code of Business Conduct (this “Code”), the term "employee" shall refer to all directors, officers and employees of the Company, unless otherwise indicated.

Careful study of this Code will provide you with a better understanding of the Company's expectations and of your own obligations. Compliance with this Code is mandatory and it is the duty of all employees to familiarize themselves with the Code as well as the legal standards and policies applicable to their assigned duties and to conduct themselves accordingly.

This Code is not intended, however, to be an exclusive set of guidelines or policies for governing the conduct of employees. The Company has adopted and may amend or adopt other corporate policies, procedures, personnel manuals or employee handbooks. No code or set of policies can ever be totally comprehensive or serve as a substitute for the good judgment, common sense and proper, ethical and legal conduct we expect of all employees.

This Code sets forth our commitment in the following six areas of importance:

1. Workplace Conduct
2. Maintaining Confidentiality and Security
3. Respecting Company Property and Resources
4. Avoiding Conflicts of Interest
5. Providing Workers' Compensation Insurance
6. Obeying the Law

• Workplace Conduct

  We recognize the diversity of fellow employees, customers, suppliers and others doing business with the Company. We refrain from gender or racial bias, or sexual or other harassment. We treat each other as we want to be treated—with fairness, honesty and respect.

  • Equal Opportunity Employment

    The Company provides equal opportunity for employment on the basis of ability and aptitude and will not unlawfully discriminate on the basis of race, color, religion, sex, national origin, ancestry, age, medical condition, disability or handicap, perceived disability or handicap, military service, veteran status, marital status or sexual orientation or other characteristic protected by law (refer to Zenith's Equal Employment Opportunity Policy and the Employee Handbook for more detail).

  • Freedom from Harassment

    Zenith does not condone any form of harassment or discrimination based on race, color, religion, sex, national origin, ancestry, age, medical condition, disability or handicap, perceived disability or handicap, military service, veteran status, marital status or sexual orientation or other characteristic protected by law. While harassment means different things to different people, we must refrain from any offensive or inappropriate behavior, such as degrading jokes, intimidation, slurs and verbal or physical harassment (refer to Zenith's Anti-Harassment Policy and the Employee Handbook for more detail).

  • Safe Environment

    At Zenith we are responsible for creating a safe working environment. Take necessary precautions and report any of the following potential or actual problems to your supervisor:

    • Injuries or other illnesses;
    • Hazards such as facilities and equipment malfunctions and other dangers;
    • Security violations or criminal activity on Company premises; and
    • Actual or threatened acts of violence or intimidation.
      
      
  • (Refer to Zenith's Occupational Safety and Health Policy and the Employee Handbook for more detail.)
    
    
• Maintaining Confidentiality and Security

  We honor the privacy of our clients and claimants, and the personal information of our employees, just as we expect our privacy to be protected. We take appropriate precautions to protect the confidentiality and security of client, employee and Company information and transactions. We promise to protect trade secrets and confidential information that belong to Zenith. We refrain from divulging information that could be harmful to Zenith or that could provide an advantage to our competitors.

  • Confidentiality / Use of Confidential Information

    To protect Zenith and our clients, we are committed to preserving the right of privacy and the confidentiality and security of information. The following information is confidential:

    • Business information such as financial and actuarial information and projections, computer records and programs, contracts, customer files and lists, investments, investment strategies, marketing plans, bid proposals and contract negotiations;
    • Medical, financial and other information concerning injured workers, including diagnosis and treatments, personal data and billing and contact information;
    • Employee information, including personnel files, salary and bonus information (except where disclosures are required), evaluations, disciplinary matters and psychological assessments.

    It is a violation of this Code for any employee, both during and after such person's employment with the Company, to use or disclose outside the Company any confidential information to any entity or person without authorization or in accordance with Company policies.

    When using or sharing confidential information, you must secure all data, electronic or otherwise. The concepts of “minimum necessary” and “need to know” always apply to the use and disclosure of information. Detailed privacy and information security policies exist to help employees meet Company expectations (refer to Zenith's Security, Privacy and Acceptable Use of Technology Policy for more detail).

  • Trading in Securities

    As an employee of Zenith, you may have access to confidential information that restricts you from trading in Zenith securities. This type of confidential information is referred to as “material nonpublic information” under the securities laws. Under these laws, you may not buy or sell Zenith securities to take advantage of material nonpublic information concerning Zenith or pass it on to others. In addition, you may not discuss this information with anyone outside of Zenith, and are only permitted to discuss it with Zenith employees that have a need to know the information. These restrictions also apply to information relating to any other publicly traded company, including Zenith's customers, contractors and medical providers, that you obtain in the course of your employment with Zenith.

    Information concerning Zenith is "material" if it is likely to affect the price of Zenith stock or would in some other way affect the investment or voting decision of the average stockholder or investor. Examples include major new products or services, significant personnel changes, marketing strategies, mergers and acquisitions, financial results and strategic plans. Information concerning Zenith is "nonpublic" if it has not been widely circulated to the public though major news services. In general, nonpublic information concerning Zenith does not become public until the close of trading on the second full day following Zenith's public release of the information (refer to Zenith's Insider Trading Policy for more detail).

  • Media Inquiries

    In order to fully and fairly convey accurate information to members of the news media, no employee, other than the Chairman of the Board and those individuals designated from time to time as spokespersons by the Board of Directors or by the Chairman of the Board, may discuss matters involving the Company or its affiliates, employees, shareholders, creditors, consultants, counsel, accountants or agents with any member of the news media (refer to Zenith's Employee Handbook for more detail).

    (Refer to Zenith's Occupational Safety and Health Policy and the Employee Handbook for more detail.)

• Respecting Company Property and Resources

  We protect and preserve Company property and refrain from using it for personal gain. We understand that Company property includes, but is not limited to, Zenith's physical property and electronic networks and communication systems, as well as its financial resources.

  • Use of Resources

    Zenith's facilities, equipment, technology and resources are for business purposes-to help you do your job. You must use Zenith's property in a professional, productive and lawful manner. You must act responsibly, reasonably and maturely and use good judgment regarding all Company provided communications and computing devices, including, but not limited to:

    • The internet;
    • All forms of printed and electronic media;
    • Copying devices (scanners and copy machines);
    • Telephones (all types);
    • Other communication devices (including fax machines);
    • Portable/wireless PDAs;
    • Desktop and laptop computers and software; and
    • Remote access/dial-up hardware and software devices.

    (Refer to Zenith's Security, Privacy and Acceptable Use of Technology Policy and the Employee Handbook for more detail.)

  • Prudent Use of Funds

    The Company's funds are to be utilized for the benefit of the Company and only for legitimate business purposes. Company funds shall not be directly or indirectly used for any unlawful or unethical purpose. Where an employee's position permits committing, allocating or spending of Company funds or incurring any personal expenses to be later reimbursed by the Company, it is the individual's responsibility to use good judgment on the Company's behalf and to ensure that fair value is received. Misappropriation of any Company resources is theft and, in addition to subjecting a person to possible criminal and civil penalties, may result in immediate dismissal or other disciplinary action (refer to Zenith's Corporate Procurement Policy and Conflict of Interest Policy for more detail).

  • Signature Authority and Contract Review

    An employee may only enter into contracts and make expenditures on behalf of the Company if he/she has appropriate authority and complies with the Company's contract review policies. The Company will designate levels of signing authority based on the level, title or responsibilities of a position. The Company will not recognize a contract as binding unless the signer has appropriate authority. Employees that enter into agreements, whether oral or written, without authority may be personally liable for these agreements (refer to Zenith's Signature Authority and Contract Review Policy and Corporate Procurement Policy for more detail).

• Avoiding Conflicts of Interest

  While performing duties as Zenith employees, we refrain from any association or activity that might conflict or appear to conflict with Zenith's interests. We avoid doing business with competitors. We do not accept gifts from contractors or customers, or give gifts to them, if doing so might compromise our business decisions. We do not take advantage of our association with Zenith for personal gain.

  • Relationships and Activities Beyond Zenith

    As Zenith employees, we must make certain that our outside activities do not in any way conflict with, appear to conflict with or pose a hazard or threat to Zenith. While the Company recognizes and encourages the participation of employees in religious, charitable, educational and civic activities, these outside activities, including other outside activities and investments, may create a concern. To ensure that you avoid conflicts of interest, follow these three simple guidelines:

    1. Avoid outside personal activities or associations that might influence your business decisions or your ability to do your job objectively;
    2. Avoid outside personal activities or associations that might interfere with the performance of your job duties; and
    3. Avoid doing business with competitors or making personal investments in competitors, suppliers, customers or other entities doing or seeking to do business with the Company.

    The Company has adopted a Conflict of Interest Policy that provides additional detail on your obligations in this area, and also requires all employees to complete an annual Conflict of Interest survey (refer to Zenith's Conflict of Interest Policy for more detail).

  • Related Person Transactions

    In instances involving potential transactions between the Company and one of its directors, executive officers or related parties, the Company maintains written procedures for the review, approval and ratification of such transactions by the Audit Committee of the Board of Directors in accordance with defined guidelines (refer to Zenith's Related Person Transactions Policy for more detail)..

  • Entertainment, Gifts and Gratuities

    Entertaining-including meals, social events and training and educational activities-is an acceptable practice at Zenith provided the cost and scope of these activities are reasonable, appropriate and business related. Before accepting or extending such invitations, check with your supervisor. It is your responsibility to use your best judgment to make business decisions based on what is best for Zenith.

    You must refrain from giving or accepting gifts to or from vendors, customers and other business associates in excess of the limits established by the Company from time to time. Acceptance of such gifts or non-business related benefits that exceed Company established thresholds are subject to disclosure through Zenith's Conflict of Interest survey process. Zenith employees must never accept from or give cash gifts to vendors, customers or other business associates (refer to Zenith's Conflict of Interest Policy for more detail).

  • Procuring Services from Vendors and Suppliers

    As a Zenith employee, you must procure services and products consistent with all legal and regulatory requirements and Zenith policies and procedures. You must offer fair and equal opportunity to vendors and suppliers seeking to do business with Zenith, and you must negotiate and buy products and services on the basis of merit and without prejudice, favoritism or personal gain. You must avoid procuring services for personal gain or to enhance personal relationships (refer to Zenith's Corporate Procurement Policy and Conflict of Interest Policy for more detail).

  • Outside Employment /Activities

    As an employee, the Company requires your primary commitment be given to the duties and responsibilities of your job. This requires adherence to all Company policies. When engaged in outside activities, the conflict of interest, attendance, time off, and use of Company property policies are especially applicable. Employees should not engage in outside activities that may interfere with the performance of their job duties at Zenith or give rise to potential or actual conflicts of interest (refer to Zenith's Conflict of Interest Policy and Employee Handbook for more detail).

• Providing Workers' Compensation Insurance

  We strive to provide workers' compensation coverage and service to insureds, agents and injured workers that is cost-effective, appropriate and efficient. We commit to help businesses be more successful by protecting them from the financial consequences of workplace injuries, providing for the needs of injured workers and making the workplace safer.

  In issuing and administering workers' compensation insurance policies Zenith employees shall constantly seek ways to improve outcomes for our policyholders, injured workers and agents while effectively managing our resources. Our services balance the needs of our policyholders while meeting our guiding ethical principles and values consistent with this Code. In particular, we must always ensure that:

  • Our sales and marketing practices are appropriate, clear and not misleading;
  • Our rating and underwriting practices are applied consistently in accordance with applicable rules and regulations;
  • Medical care and other benefits are made available within the parameters established by recognized guidelines and other applicable criteria; and
  • We administer our insurance policies with care and diligence, including the providing of accurate and timely claims administration.

  In addition, we promote continuous quality improvement and are committed to complying with state and federal laws and regulations governing insurance and workers' compensation programs.

• Obeying the Law

  We always strive to uphold the law while working at Zenith. We commit to obeying all federal and state regulations with regard to our products and services and all of our business activities. We do not condone drug use, fraud, embezzlement or any other illegal activities.

  • Regulatory Obligations

    As an insurance company, and a for-profit publicly traded corporation, Zenith is heavily regulated by federal, state and local agencies. Some of our regulated business practices include:

    • Ensuring that our sales and marketing activities are fair, honest and not misleading;
    • Ensuring underwriting practices and rating methodologies are within established regulatory standards and guidelines;
    • Providing for accurate and timely administration for policy issuance /cancellation and premium accounting;
    • Ensuring medical services are provided consistent with established guidelines and criteria;
    • Processing medical bills accurately and promptly;
    • Providing for accurate and timely claims administration for injured workers;
    • Promoting a work environment for employees that is safe, ethical and founded on principles of equal opportunity employment and non-discrimination;
    • Ensuring the accuracy of Zenith's financial statements through acceptable accounting practices; and
    • Following other laws and regulations that apply to businesses in general and publicly traded companies in particular.
      
      
  • Audits and Reviews

    On a periodic basis, we will have both internal auditors and outside parties perform financial and regulatory audits or reviews of our financial statements, operations and business practices. These outside parties include independent auditors and federal and state government regulators and inspectors. It is Zenith's policy to fully cooperate with these audits and provide all necessary information. During these audits or inspections, you must:

    • Never conceal, destroy or alter documents;
    • Never give any false or misleading statements;
    • Never knowingly provide inaccurate information; and
    • Never obstruct, mislead or delay the communication of information or records about a possible violation of law.
      
      
  • Illegal activities

    Zenith and our employees must not engage, directly or indirectly, in any corrupt business practices or other illegal activities, including among other things, fraud, embezzlement, kickback arrangements and drug use.

    Fraud may include such things as falsifying documents or misappropriating Company assets. Fraud occurs when someone uses false pretenses, representation, promises or other means to defraud or otherwise obtain money or property from another with the delivery of, or payment for, benefits, goods or services.

    Embezzlement involves the attempt to take, for personal use, money or property that has been entrusted to you by others without their knowledge or permission.

    A kickback arrangement involves accepting or offering bribes or payoffs intended to induce, influence or reward favorable decisions of any person or entity in a position to benefit Zenith. Such persons or entities include customers, contractors, vendors, regulators and other government personnel.

    These activities are particularly damaging to a company's reputation and may carry significant civil and criminal consequences to the individuals involved (refer to Zenith's Anti-Fraud and Corruption Policy and the Employee Handbook for more detail).

  • Antitrust and Unfair Competition

    Antitrust laws help to ensure that competition between companies is fair. These laws protect the public against business competitors that band together or "collude" to set prices unfairly. You should be particularly sensitive to antitrust rules if you are in attendance at an industry convention or other gathering where competitors are likely to be present. You could be breaking these laws if you discuss any of the following:

    • Pricing;
    • Terms and conditions of sales; or
    • Dealings with customers, suppliers or other competitors.

    Our competitors include other single-line workers' compensation carriers, and multi-line insurance companies that offer workers' compensation policies among other insurance products.

  • Political Contributions

    Zenith contributes to political candidates and campaigns at the discretion of executive management. Federal and state laws clearly dictate the amount and frequency of political contributions, and Zenith strictly adheres to those guidelines. Employees are free, and indeed are encouraged, to endorse, advocate, contribute to or otherwise support any political party, candidate or cause they may choose as a private individual unrelated to your employment with Zenith and outside the workplace. However, political contributions by Zenith may only be made with approval of the Chairman of the Board and the General Counsel (refer to Zenith's Political Contribution Policy for more detail).

  • Charitable Donations

    From time to time Zenith may make charitable donations to various charities and organizations. We support making appropriate donations within the communities we serve not only to promote Zenith's name, but also because it is in keeping with Zenith's value on corporate citizenship. To ensure all donations are consistent with Zenith's business purpose, legal reporting requirements, conflict of interest rules and other relevant considerations, all proposed charitable donations in excess of $1,000 and all proposed donations to religious organizations regardless of amount must be pre-approved by either the Chairman of the Board, the President or the General Counsel (refer to Zenith's Charitable Donation Policy for more detail).

  • Copyright Law

    Zenith complies with state, federal and foreign laws pertaining to copyright protection. Our compliance includes, but is not limited to, laws that prohibit duplication of printed material, licensed computer software and other copyright-protected works.

    Employees are required to comply with copyright protections, including refraining from using Company property to display, copy, play, store, transfer, transmit or download music or other sound recordings (including CDs and MP3s or similar file formats), copyrighted pictures or images, motion pictures, clips (including AV, Mpeg, DVDs or other similar formats) or other non-business related materials (e.g., games, screensavers) (refer to Zenith's Copyright Policy and Security, Privacy and Acceptable Use of Technology Policy for more detail).

  • Records Retention

    The Company has developed specific requirements and guidelines to maintain complete, accurate and high quality records, and to protect and dispose of such records in compliance with applicable laws and regulations. Records shall be created, received, distributed, used, managed, stored, maintained, retrieved, protected, retained, disposed of, and preserved according to the Company record retention schedule and procedures.

    In addition, the Company must retain all records that relate to threatened or pending litigation, investigations or administrative proceedings. When needed, the Company will issue specific "hold orders" establishing the continued retention of certain classes of records that apply to these proceedings. No employee is permitted to destroy official Company records without obtaining the required approvals established by the records retention process (refer to Zenith's Records Management and Retention Policy for more detail).

  • Relationships with Foreign Business and Governments

    As Zenith may engage in global business opportunities and investments, we will comply with applicable laws and regulations governing relationships with businesses on foreign soil and their respective governments. For example, we will comply with the Foreign Corrupt Practices Act, anti-bribery laws and money laundering laws, as applicable.

  • Trading in Securities

    See the Maintaining Confidentiality and Security section of this Code and the Insider Trading Policy for more detail.

  • Anti-fraud activities

    Fraud may be committed by applicants for insurance, policyholders, third-party claimants, professionals who provide services to claimants, agents and Company employees. Zenith has developed training programs to assist employees in understanding fraud and procedures to detect and investigate fraud, pursue recovery or restitution, and assist others to prosecute offenders. All Zenith employees are required to cooperate with any investigation of suspected fraudulent activities (refer to Zenith's Special Investigations Unit Policy and Anti-Fraud and Corruption Policy for more detail).

• Employee Responsibility

  Zenith's guidelines and policies cannot address every possible situation or issue that employees may encounter. You must have a thorough understanding of Zenith's Code of Business Conduct and Company policies and procedures so you can effectively evaluate your specific situation.

  Zenith provides you with training so you are knowledgeable about our ethics and compliance initiatives. In return, we rely on you to help ensure those initiatives remain a priority. The Company expects each employee to uphold all of the standards outlined in its guidelines, to make a reasonable inquiry where the circumstances require and to report suspected violations of those standards.

  If employees need more information or have questions about the policies set forth in this Code or are in doubt about the best course of action in a particular situation, they should seek guidance. The best thing to do is talk with your supervisor, a Human Resources representative or the Corporate Compliance Officer. These individuals are the best sources for helping you understand the laws, regulations and practices that affect your work.

  In addition, you are encouraged to explore the following resources:

  Zenith's Employee Handbook:

  The handbook covers various topics, including employment, benefits, performance reviews, wage and salary information and employee relations subjects such as dress code, workplace conduct, counseling and health and safety issues.

  Zenith's Intranet site:

  Please refer to the Code of Business Conduct section of Zenith's Intranet site for additional information on Company policies, procedures and standards that affect your work.

• Corporate Compliance Officer

  Michael E. Jansen, Executive Vice President and General Counsel of the Company, has been appointed as the Corporate Compliance Officer by the Board of Directors. The Corporate Compliance Officer has the ultimate responsibility for overseeing compliance with all applicable laws and regulations, this Code and other Company policies.

  The designation of a Corporate Compliance Officer in no way diminishes the responsibilities of all employees to comply with all applicable laws and all Company policies, nor does it diminish each manager's responsibility to oversee compliance by the employees under his or her supervision with all applicable laws and all Company policies.

• Reporting Suspected Violations

  Take responsibility for safeguarding Zenith's integrity. If you observe potential violations of law, this Code or the Company's guidelines, report them. Failure to do so could pose a risk to Zenith or, in the case of illegal activities or regulatory violations, a risk to you or your co-workers.

  If you have an ethics or compliance complaint or concern to report, you have the following options:

  • Talk with your supervisor. He or she is familiar with you and the issues in your workplace.
  • Contact your Human Resources representative.
  • Contact the General Counsel and Corporate Compliance Officer.
  • To report any complaint or concern regarding accounting, internal accounting controls and auditing matters ("Accounting Matters"), you may anonymously contact Zenith's Accounting Helpline at (800) 799-4532.

  Zenith's policy is to preserve the confidentiality of individuals that report ethics and compliance concerns, subject to limits imposed by the law.

• Resolution and Non-Retaliation

  Once a problem or suspected violation has been reported, Zenith will take appropriate action to review the reported matter. You will not be retaliated against for reporting ethics and compliance violations in good faith. Anyone who engages in retaliatory activity is subject to disciplinary action, up to and including termination.

• Consequences of Violations

  Zenith will be thorough in the review of possible ethics or compliance violations. Employees may be subject to appropriate disciplinary action, up to and including termination, for engaging in prohibited activities, such as:

  • Authorizing or participating in actions that violate this Code or Zenith guidelines, policies or procedures;
  • Failure to report a possible violation of this Code or Zenith guidelines, policies or procedures;
  • Refusing to cooperate with an inquiry or the investigation of a potential violation;
  • Disclosing confidential information about an inquiry or investigation without authorization;
  • Retaliating against someone for reporting misconduct or a violation; or
  • Filing an intentionally false report of misconduct or a violation.

  The degree of disciplinary action will be determined by the nature and surrounding circumstances of the violation.