First American Financial Corporation (the “Company”) is committed to
the promotion of compliance and ethical business conduct. The Code of
Ethics and Conduct (the “Code”) is intended to guide the Company’s
employees, officers and directors to support their efforts to comply
with the laws and regulations that impact the Company’s business.
This Code is intended to supplement the Company’s corporate and
divisional policies/guidelines and the Employee Handbook, The First American Way, which sets forth
our Operating Principles. As an employee, officer or director of the
Company, you are expected to know and abide by the following rules of
ethical conduct:
A. Conflicts of Interest
As an employee, officer or director of the Company you have a duty of
loyalty to the Company, and must therefore avoid any actual conflict of interest with the Company,
and should strive to avoid the appearance of a conflict of interest. A “conflict of
interest” occurs when your private interest interferes with the interests of the Company. A conflict
situation can arise when you take an action or have an interest that
may make it difficult to perform your work objectively and effectively.
Conflicts of interest can also arise when you or a member of your family
receive improper personal benefits as a result of your position with
the Company. If such a situation arises, employees should immediately
report the circumstances to their supervisor.
To assist you in determining whether a potential conflict of interest
may exist or could occur in the future, please reference the Conflicts
of Interest Questionnaire set forth as Attachment A. If you
answer any of these questions in the affirmative, you are required to
disclose this information to the Office of Corporate Compliance using
the form set forth as Attachment B. These questions are intended
to be illustrative and do not represent an exhaustive list of conflict
scenarios. Another resource for employees is the Company’s Conflict of
Interest policy, which can be located by searching for “conflict of
interest” on FALive, our Company Intranet. In lieu of submitting information to the Office of Corporate
Compliance, executive officers and directors should report the circumstances
of any conflict of interest to the Nominating and Corporate Governance Committee or, if
the matter involves the Company’s financial reporting or internal controls, to the Audit
Committee.
B. Corporate Opportunities
As an employee, officer or director you may not: (a) take for yourself
personally opportunities that are discovered through the use of Company
property, information or position; (b) use Company property,
information or position for personal gain; or (c) compete with the
Company. Employees, officers and directors owe a duty to the Company to
advance its legitimate interests when the opportunity to do so arises.
C. Use of Inside Information
It is the Company’s goal and policy to protect shareholder investments
through strict enforcement of the prohibition against insider trading
set forth in federal securities laws and regulations. No director,
officer or employee may buy or sell, or tip others to buy or sell,
Company securities or the publicly-traded securities of any other
company, including a competitor, customer or supplier, when in
possession of “material non-public information” regarding the Company
or the other company, as the case may be. Insider trading is both
unethical and illegal and will be dealt with firmly.
D. Fair Dealing
As an employee, officer or director you must endeavor to deal fairly
and in good faith with Company customers, suppliers, competitors and
employees. You should not take unfair advantage of anyone through
manipulation, concealment, abuse of privileged or confidential
information, misrepresentation of material facts, or any other unfair
dealing practice.
E. Confidentiality
As an employee, officer or director you should maintain the
confidentiality of information entrusted to you by the Company, its
business partners, suppliers, customers or others, whether the
information relates to the Company’s business or a third party. Such
information must not be disclosed to others, except when disclosure is
authorized by the Company or legally mandated. Confidential information
includes all non-public information that you learn in the course of
performing your duties for the Company, including information that
might be of use to competitors or harmful to the Company, or its
business partners, suppliers or customers, if disclosed. The obligation
to protect confidential information continues even after your
relationship with the Company ends.
F. Protection and Use of Company Assets
Company assets, such as information, materials, supplies, time,
intellectual property, expense privileges, software, hardware and
facilities, among other property, are valuable resources owned, leased,
licensed, or otherwise belonging to the Company. Safeguarding Company
assets is the responsibility of all employees, officers and directors.
All Company assets should be used for legitimate business purposes only
and the personal use of Company assets without permission is
prohibited. Limited personal use of assets such as office supplies is
permitted, as long as it is occasional and reasonable.
G. Fraud
As an employee, officer or director you should not engage in fraudulent
conduct. Fraud is defined as deliberately practiced deception, whether
by words, conduct, false or misleading allegations, or by concealment,
to secure unfair or unlawful gain. Fraud covers both express and
implied representations of fact, and may be written or oral.
H. Use of Electronic Communications Resources
The Company provides electronic communication services, including
phones, fax machines, email and the Internet, for the conduct of
Company business, the performance of work-related duties, professional
training and education. Limited personal use of these resources is
authorized as long as such use:
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Is occasional and of reasonable duration;
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Does not adversely affect performance;
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Is not prohibited by Company policy(ies); and
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Does not violate state or federal laws or compromise intellectual
property rights.
The following activities involving email and the Internet are expressly
prohibited:
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Viewing or downloading sexually explicit material;
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Communications which are discriminatory, harassing, defamatory or
threatening; or
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Posting to a web site that may violate any Company policy.
Further, access and use of social media on behalf of the Company must
be in accordance with Company policy/guidelines.
In addition, you cannot have any expectation of privacy in your use of
Company- provided communication resources. Remember that there is no
substitute for common courtesy and good judgment in communicating
electronically and that care should be taken when conveying any
confidential information.
I. Government Compliance
Being factual and truthful is important in all communications with
others. If you interact with any government agency or auditor, you
should deal strictly with factual information. Federal law provides for
severe penalties for anyone who endeavors to influence, obstruct, or
impede federal auditors or investigators in the performance of their
official duties with the intent to deceive or defraud.
First American is committed to complying with all federal and state
laws prohibiting the payment of illegal rebates or referral fees.
Deliberate and intentional violations of such laws will not be
tolerated.
J. Employee Privacy
It is the Company’s policy to restrict access to employee records. This
includes personnel records, payroll records, benefit plans and medical
records. Access to these records is limited to those who have a legal
or business need to know. Care should be taken by all persons who have
access to the personnel, payroll or medical information of other
employees to keep that information confidential.
K. Community Activities/Political Endorsements
As private citizens, we are encouraged to participate actively in civic
public affairs activities, thereby contributing to the improvement of
our communities. If you are involved in outside community activities,
you should make every effort to perform those activities during
non-work hours. When schedule conflicts occur, advance arrangements
must be made and approval obtained from your immediate supervisor.
As a private citizen, you are free to petition or otherwise contact the
Government on any issue you desire. However, you may not purport to
represent the Company when contacting any branch of Government at any
level. Similarly, corporate political support is subject to different
rules than private citizens. Therefore, when acting as a private
citizen in government activities, (i.e., campaigns, elections,
legislative activity) it is important to be clear that your actions are
personal and not being performed on behalf of the Company.
L. Compliance with Laws, Rules and Regulations
The Company’s employees, officers and directors are subject to numerous
laws, regulations, rules and Company policies/guidelines, only some of
which are specifically addressed in this Code. We encourage and expect
you to become reasonably informed and to comply with the laws,
regulations, rules and Company policies/guidelines applicable to you,
whether or not they are addressed in this Code. Additional resources to
assist with this expectation include:
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The Employee Handbook, The First American Way; and
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Company and divisional policies and guidelines.
FALive provides employees with access to the above and other helpful
resources that address specific requirements. Employees are also
encouraged to reach out to their immediate supervisor, manager or other
appropriate personnel if further clarification is needed to understand
a specific law, regulation, Company policy/guideline or rule.
M. Discipline
Discipline will be promptly and consistently applied to serve as notice
that there are serious consequences for intentional wrongdoing and to
demonstrate that we are committed to integrity as an integral part of
our culture. The Company believes that application of discipline for a
violation of our ethics standards should be prompt and must be
appropriate. Therefore, the Company will weigh all mitigating and
aggravating circumstances.
N. Waivers
Waivers of this Code will only be granted in exceptional circumstances. Any waiver of
this Code for executive officers or directors of the Company may be made only by the
board of directors or a committee of the board of directors of the Company to which such
authority has been delegated, after disclosure of all material facts by the executive officer
or director seeking the waiver, and will be promptly disclosed to shareholders of the
Company.
O. Conclusion
The requirements and principles contained in this Code form the
cornerstone of our Company’s reputation and commitment to ethical
business conduct. The Company has provided this Code as a guide and
expects that each employee, officer and director will use its
principles of ethical conduct as a foundation for behavior. Reference
to this Code will help each of us apply our institutional and personal
values of honesty, fairness and integrity to everything we do at the
Company. If you need clarification on any matters not covered by this
Code, please refer to your immediate supervisor, manager or other
appropriate personnel.
I have listed below potential conflicts of interest with First American
Financial Corporation, its subsidiaries or affiliates.
I further understand and agree that I am required to submit this
information to the Office of Corporate Compliance by the following method:
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