SEC Info - White Mountains Insurance Group Ltd - ‘10-K’ for 12/31/15

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White Mountains Insurance Group Ltd – ‘10-K’ for 12/31/15 – ‘EX-14’

On: Monday, 2/29/16, at 4:10pm ET · For: 12/31/15 · Accession #: 776867-16-36 · File #: 1-08993

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/29/16  White Mountains Ins Group Ltd     10-K       12/31/15  186:44M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   3.31M 
 2: EX-10.10    Material Contract                                   HTML     52K 
 3: EX-10.14    Material Contract                                   HTML     62K 
 5: EX-14       Code of Ethics                                      HTML     92K 
 6: EX-21       Subsidiaries List                                   HTML     66K 
 7: EX-23.1     Consent of Experts or Counsel                       HTML     50K 
 8: EX-23.2     Consent of Experts or Counsel                       HTML     50K 
 9: EX-24       Power of Attorney                                   HTML     63K 
 4: EX-12       Statement re: Computation of Ratios                 HTML     63K 
10: EX-31.1     Certification -- §302 - SOA'02                      HTML     56K 
11: EX-31.2     Certification -- §302 - SOA'02                      HTML     56K 
12: EX-32.1     Certification -- §906 - SOA'02                      HTML     52K 
13: EX-32.2     Certification -- §906 - SOA'02                      HTML     52K 
20: R1          Document and Entity Information                     HTML     78K 
21: R2          Consolidated Balance Sheets                         HTML    156K 
22: R3          Consolidated Balance Sheets (Parenthetical)         HTML     63K 
23: R4          Consolidated Statements of Operations and           HTML    158K 
                Comprehensive Income                                             
24: R5          Consolidated Statements of Changes in Equity        HTML    150K 
25: R6          Consolidated Statements of Cash Flows               HTML    210K 
26: R7          Consolidated Statements of Cash Flows               HTML     60K 
                (Parenthetical)                                                  
27: R8          Summary of Significant Accounting Policies          HTML    146K 
28: R9          Significant Transactions                            HTML     86K 
29: R10         Reserves for Unpaid Losses and Loss Adjustment      HTML    160K 
                Expenses                                                         
30: R11         Third Party Reinsurance                             HTML    248K 
31: R12         Investment Securities                               HTML   1.08M 
32: R13         Debt and Standby Letter of Credit Facilities        HTML    103K 
33: R14         Goodwill and Other Intangible Assets                HTML    220K 
34: R15         Income Taxes                                        HTML    255K 
35: R16         Derivatives                                         HTML    403K 
36: R17         Municipal Bond Guarantee Insurance                  HTML     83K 
37: R18         Earnings Per Share                                  HTML    122K 
38: R19         Retirement and Postretirement Plans                 HTML    223K 
39: R20         Employee Share-Based Incentive Compensation Plans   HTML    257K 
40: R21         Common Shareholders? Equity and Non-controlling     HTML    112K 
                Interests                                                        
41: R22         Statutory Capital and Surplus                       HTML     85K 
42: R23         Segment Information                                 HTML    324K 
43: R24         Investments in Unconsolidated Affiliates            HTML    166K 
44: R25         Variable Interest Entities                          HTML     64K 
45: R26         Fair Value of Financial Instruments                 HTML     71K 
46: R27         Transactions with Related Persons                   HTML     68K 
47: R28         Commitments and Contingencies                       HTML     73K 
48: R29         Discontinued Operations                             HTML    392K 
49: R30         Subsequent Event                                    HTML     52K 
50: R31         Selected Quarterly Financial Data (Unaudited)       HTML    162K 
51: R32         Schedule I Summary of Investments-Other Than        HTML     98K 
                Investments in Related Parties                                   
52: R33         Schedule Ii Condensed Financial Information of the  HTML    203K 
                Registrant                                                       
53: R34         Schedule Iii Supplementary Insurance Information    HTML    156K 
54: R35         Schedule Iv Reinsurance                             HTML    105K 
55: R36         Schedule V Valuation and Qualifying Accounts        HTML    137K 
56: R37         Schedule Vi Supplemental Information for Property   HTML    135K 
                and Casualty Insurance Underwriters                              
57: R38         Summary of Significant Accounting Policies          HTML    168K 
                (Policies)                                                       
58: R39         Summary of Significant Accounting Policies          HTML     63K 
                (Tables)                                                         
59: R40         Reserves for Unpaid Losses and Loss Adjustment      HTML    137K 
                Expenses (Tables)                                                
60: R41         Third Party Reinsurance (Tables)                    HTML    228K 
61: R42         Investment Securities (Tables)                      HTML   1.09M 
62: R43         Debt and Standby Letter of Credit Facilities        HTML     88K 
                (Tables)                                                         
63: R44         Goodwill and Other Intangible Assets (Tables)       HTML    216K 
64: R45         Income Taxes (Tables)                               HTML    236K 
65: R46         Derivatives (Tables)                                HTML    395K 
66: R47         Municipal Bond Guarantee Insurance (Tables)         HTML     79K 
67: R48         Earnings Per Share (Tables)                         HTML    121K 
68: R49         Retirement and Postretirement Plans (Tables)        HTML    219K 
69: R50         Employee Share-Based Incentive Compensation Plans   HTML    233K 
                (Tables)                                                         
70: R51         Common Shareholders? Equity and Non-controlling     HTML     97K 
                Interests Common Shareholders? Equity and                        
                Non-controlling Interests (Tables)                               
71: R52         Segment Information (Tables)                        HTML    318K 
72: R53         Investments in Unconsolidated Affiliates (Tables)   HTML    157K 
73: R54         Fair Value of Financial Instruments (Tables)        HTML     68K 
74: R55         Discontinued Operations (Tables)                    HTML    396K 
75: R56         Selected Quarterly Financial Data (Unaudited)       HTML    160K 
                (Tables)                                                         
76: R57         Summary of Significant Accounting Policies (Basis   HTML     73K 
                of Presentation) (Details)                                       
77: R58         Summary of Significant Accounting Policies          HTML     58K 
                (Investment Securities) (Details)                                
78: R59         Summary of Significant Accounting Policies Summary  HTML     54K 
                of Significant Accounting Policies (Warrants)                    
                (Details)                                                        
79: R60         Summary of Significant Accounting Policies          HTML     53K 
                (Insurance and Reinsurance Operations) (Details)                 
80: R61         Summary of Significant Accounting Policies          HTML     60K 
                (Deferred Softward Costs) (Details)                              
81: R62         Summary of Significant Accounting Policies          HTML     63K 
                (Foreign Currency Exchange) (Details)                            
82: R63         Summary of Significant Accounting Policies Summary  HTML     68K 
                of Significant Accounting Policies - LIHC                        
                (Details)                                                        
83: R64         Significant Transactions Significant Transactions   HTML    214K 
                (Acquisitions) (Details)                                         
84: R65         Significant Transactions (Dispositions) (Details)   HTML    126K 
85: R66         Reserves for Unpaid Losses and Loss Adjustment      HTML     79K 
                Expenses (Narrative) (Details)                                   
86: R67         Reserves for Unpaid Losses and Loss Adjustment      HTML     78K 
                Expenses (Reserve Summary) (Details)                             
87: R68         Reserves for Unpaid Losses and Loss Adjustment      HTML    103K 
                Expenses Reserves for Unpaid Losses and Loss                     
                Adjustment Expenses (Reserve Development)                        
                (Details)                                                        
88: R69         Third Party Reinsurance (Written and Earned         HTML    128K 
                Premiums) (Details)                                              
89: R70         Third-Party Reinsurance (OneBeacon) (Details)       HTML    275K 
90: R71         Third Party Reinsurance (Recoverable Amounts by     HTML     52K 
                Reinsurer) (Details)                                             
91: R72         Investment Securities (Net Investment Income)       HTML     67K 
                (Details)                                                        
92: R73         Investment Securities (Net Realized and Unrealized  HTML     60K 
                Investement Gains and Losses) (Details)                          
93: R74         Investment Securities Investment Securities (Net    HTML     82K 
                Realized Investment Gain (Losses) (Details)                      
94: R75         Investment Securities Investment Securities (Net    HTML     81K 
                Unrealized Investment Gains (Losses)) (Details)                  
95: R76         Investment Securities (Investment Gains (Losses)    HTML     76K 
                For Level 3) (Details)                                           
96: R77         Investment Securities (Net Realized and Unrealized  HTML     69K 
                Gains (Losses) After Tax) (Details)                              
97: R78         Investment Securities (Investment Holdings)         HTML     95K 
                (Details)                                                        
98: R79         Investment Securities (Cost and Amortized Cost      HTML     84K 
                Maturity Schedule) (Details)                                     
99: R80         Investment Securities (Cost or Amortized Cost,      HTML     73K 
                Gross Unrealized Investment Gains and Losses)                    
                (Details)                                                        
100: R81         Investment Securities (Investments Held on Deposit  HTML     63K  
                or as Collateral) (Details)                                      
101: R82         Investment Securities (Fair Value Measurement by    HTML    254K  
                Level) (Details)                                                 
102: R83         Investment Securities (Debt Securities Issued By    HTML     65K  
                Corporation) (Details)                                           
103: R84         Investment Securities (Mortgage-backed Asset        HTML    121K  
                Securities) (Details)                                            
104: R85         Investment Securities (Non-agency Mortgage-backed   HTML    115K  
                Securities) (Details)                                            
105: R86         Investment Securities (Non-agency Residential       HTML     81K  
                Mortgage-backed Securities) (Details)                            
106: R87         Investment Securities (Other Long-Term              HTML     79K  
                Investments) (Details)                                           
107: R88         Investment Securities (Non-agency Commercial        HTML     80K  
                Mortgage-backed Securities) (Details)                            
108: R89         Investment Securities (Fair Value of Hedge Funds    HTML    102K  
                Subject to Restrictions on Redemption Frequency)                 
                (Details)                                                        
109: R90         Investment Securities (Restrictions on Redemption   HTML     94K  
                Frequency and Advance Notice Requirements)                       
                (Details)                                                        
110: R91         Investment Securities (Investments In Private       HTML     64K  
                Equity Funds Subject to Lock-Up Periods) (Details)               
111: R92         Investment Securities (Rollforward of Fair Value    HTML    374K  
                Measurements by Level) (Details)                                 
112: R93         Investment Securities (Significant Unobservable     HTML    136K  
                Inputs) (Details)                                                
113: R94         Investment Securities Investment Securities         HTML     82K  
                (OneBeacon Surplus Notes) (Details)                              
114: R95         Debt and Standby Letter of Credit Facilities (Debt  HTML    111K  
                Outstanding) (Details)                                           
115: R96         Goodwill and Other Intangible Assets (Goodwill and  HTML    119K  
                Intangible Assets) (Details)                                     
116: R97         Debt and Standby Letter of Credit Facilities        HTML     62K  
                (Schedule of Contractual Repayments) (Details)                   
117: R98         Goodwill and Other Intangible Assets (Goodwill and  HTML     68K  
                Intangible Assets Rollforward) (Details)                         
118: R99         Debt and Standby Letter of Credit Facilities        HTML    166K  
                (Narrative) (Details)                                            
119: R100        Goodwill and Other Intangible Assets (Amortization  HTML     68K  
                Expense) (Details)                                               
120: R101        Income Taxes (Income Tax (Benefit) Expense          HTML     80K  
                (Details)                                                        
121: R102        Income Taxes (Effective Rate Reconciliation)        HTML     93K  
                (Details)                                                        
122: R103        Income Taxes (Deferred Tax Inventory) (Details)     HTML    118K  
123: R104        Income Taxes (Valuation Allowance) (Details)        HTML    101K  
124: R105        Income Taxes (Net Operating and Capital Loss        HTML    126K  
                Carryforwards) (Details)                                         
125: R106        Income Taxes (Asc 740-10) (Details)                 HTML     92K  
126: R107        Income Taxes (Tax Examinations) (Details)           HTML     68K  
127: R108        Derivatives (Details)                               HTML     55K  
128: R109        Derivatives (Pre-Tax Operating Results of WM Life   HTML     88K  
                Re) (Details)                                                    
129: R110        Derivatives (Realized and Unrealized Gains          HTML     70K  
                (Losses)) (Details)                                              
130: R111        Derivatives (Variable Annuity Reinsurance           HTML    110K  
                Liabilities and Derivative Instruments) (Details)                
131: R112        Derivatives (Additional Collateral) (Details)       HTML     59K  
132: R113        Derivatives (Level 3 Derivative Instruments)        HTML     86K  
                (Details)                                                        
133: R114        Derivatives Derivatives (Gross Asset (Gross         HTML     78K  
                liability) Amounts Offset Under Master Netting                   
                Agreements) (Details)                                            
134: R115        Derivatives (Uncollateralized Amounts Due Under WM  HTML    114K  
                Life Re's OTC Derivative Contracts) (Details)                    
135: R116        Derivatives Derivative (Tranzact Interest Rate      HTML     81K  
                Swap) (Details) (Details)                                        
136: R117        Municipal Bond Guarantee Insurance (Details)        HTML    152K  
137: R118        Earnings Per Share (Details)                        HTML    122K  
138: R119        Retirement and Postretirement Plans (Benefit        HTML    114K  
                Obligations) (Details)                                           
139: R120        Retirement and Postretirement Plans (Qualifed,      HTML     92K  
                Non-qualified, and Accumulated Benefit                           
                Obligations) (Details)                                           
140: R121        Retirement and Postretirement Plans (Periodic       HTML     83K  
                Benefit Cost) (Details)                                          
141: R122        Retirement and Postretirement Plans (Qualified      HTML     91K  
                Plan's Assets) (Details)                                         
142: R123        Retirement and Postretirement Plans Retirement and  HTML     60K  
                Postretirment Plans (Assumptions) (Details)                      
143: R124        Retirement and Postretirement Plans (Cash Flow)     HTML    110K  
                (Details)                                                        
144: R125        Employee Share-Based Incentive Compensation Plan    HTML     66K  
                (Details)                                                        
145: R126        Employee Share-Based Incentive Compensation Plans   HTML    107K  
                (WTM Performance Shares) (Details)                               
146: R127        Employee Share-Based Incentive Compensation Plans   HTML    107K  
                (WTM Performance Shares Granted Under the WTM                    
                Incentive Plan) (Details)                                        
147: R128        Employee Share-Based Incentive Compensation Plans   HTML    103K  
                (WTM Restricted Shares) (Details)                                
148: R129        Employee Share-Based Incentive Compensation Plans   HTML     63K  
                (WTM Non-Qualified and Qualified Options)                        
                (Details)                                                        
149: R130        Employee Share-Based Incentive Compensation Plans   HTML     84K  
                (OneBeason Peformance Shares) (Details)                          
150: R131        Employee Share-Based Incentive Compensation Plans   HTML     91K  
                (OneBeacon Performance Shares Outstanding)                       
                (Details)                                                        
151: R132        Employee Share-Based Incentive Compensation Plans   HTML    107K  
                (OneBeacon Restricted Shares) (Details)                          
152: R133        Employee Share-Based Incentive Compensation Plans   HTML     60K  
                (Under Qualified Retirement Plans) (Details)                     
153: R134        Common Shareholders? Equity and Non-controlling     HTML    143K  
                Interests (Details)                                              
154: R135        Statutory Capital and Surplus (Details)             HTML    220K  
155: R136        Segment Information (Details)                       HTML    169K  
156: R137        Segment Information (Assets) (Details)              HTML    110K  
157: R138        Investments in Unconsolidated Affiliates (Details)  HTML     67K  
158: R139        Investments in Unconsolidated Affiliates (Symetra   HTML    121K  
                Narrative) (Details)                                             
159: R140        Investments in Unconsolidated Affiliates            HTML    129K  
                (Investments in Symetra) (Details)                               
160: R141        Investments in Unconsolidated Affiliates            HTML    109K  
                (Financial Information) (Details)                                
161: R142        Investments in Unconsolidated Affiliates            HTML     74K  
                Investments in Unconsolidated Affiliates (Hamer                  
                and Bri-Mar) (Details)                                           
162: R143        Variable Interest Entities (Details)                HTML    123K  
163: R144        Fair Value of Financial Instruments (Details)       HTML     73K  
164: R145        Transactions with Related Persons (Details)         HTML    156K  
165: R146        Commitments and Contingencies (Details)             HTML     88K  
166: R147        Commitments and Contingencies (Legal                HTML     70K  
                Contingencies) (Details)                                         
167: R148        Discontinued Operations (Details)                   HTML    167K  
168: R149        Discontinued Operations (Assets and Liabilities     HTML    141K  
                Classified as Held for Sale) (Details)                           
169: R150        Discontinued Operations (Loss from Discontinued     HTML    233K  
                Operations) (Details)                                            
170: R151        Discontinued Operations (Earnings Per Share)        HTML    103K  
                (Details)                                                        
171: R152        Discontinued Operations Discontinued Operations     HTML    119K  
                (Surplus Note Table) (Details) (Details)                         
172: R153        Discontinued Operations Discontinued Operations     HTML     89K  
                (Interest Rate Cap) (Details)                                    
173: R154        Discontinued Operations Discontinued Operations     HTML     64K  
                (Fair Value) (Details)                                           
174: R155        Subsequent Event (Details)                          HTML     58K  
175: R156        Selected Quarterly Financial Data (Unaudited)       HTML    110K  
                (Details)                                                        
176: R157        Schedule I Summary of Investments-Other Than        HTML    122K  
                Investments in Related Parties (Details)                         
177: R158        Schedule Ii Condensed Financial Information of the  HTML     89K  
                Registrant (Details)                                             
178: R159        Schedule Ii Condensed Financial Information of the  HTML     97K  
                Registrant (Details 2)                                           
179: R160        Schedule Ii Condensed Financial Information of the  HTML    194K  
                Registrant (Details 3)                                           
180: R161        Schedule Iii Supplementary Insurance Information    HTML     93K  
                (Details)                                                        
181: R162        Schedule Iv Reinsurance (Details)                   HTML     76K  
182: R163        Schedule V Valuation and Qualifying Accounts        HTML     71K  
                (Details)                                                        
183: R164        Schedule Vi Supplemental Information for Property   HTML     90K  
                and Casualty Insurance Underwriters (Details)                    
185: XML         IDEA XML File -- Filing Summary                      XML    346K  
184: EXCEL       IDEA Workbook of Financial Reports                  XLSX    315K  
14: EX-101.INS  XBRL Instance -- wtm-20151231                        XML  15.86M 
16: EX-101.CAL  XBRL Calculations -- wtm-20151231_cal                XML    474K 
17: EX-101.DEF  XBRL Definitions -- wtm-20151231_def                 XML   3.88M 
18: EX-101.LAB  XBRL Labels -- wtm-20151231_lab                      XML   5.23M 
19: EX-101.PRE  XBRL Presentations -- wtm-20151231_pre               XML   4.33M 
15: EX-101.SCH  XBRL Schema -- wtm-20151231                          XSD    633K 
186: ZIP         XBRL Zipped Folder -- 0000776867-16-000036-xbrl      Zip   1.06M

‘EX-14’ — Code of Ethics

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

Exhibit 14

White Mountains Insurance Group, Ltd.

Code of Business Conduct

Introduction

It is the policy of White Mountains Insurance Group, Ltd. and its subsidiaries (the “Company”) to be lawful and highly-principled in all our business practices.

This Code of Business Conduct (this “Code”) applies to all directors, officers, and employees of the Company (collectively, “Covered Persons”) and covers a wide range of business practices and procedures. In addition, the Company expects consultants and advisors to the Company to adhere to the relevant principles of this Code in connection with their activities for the Company. This Code does not purport to address every issue or situation that may arise, but sets out basic principles that should govern the day-to-day business behavior of Covered Persons. All Covered Persons must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. If something seems improper, it likely is. The Company expects each Covered Person to review this Code and to follow both the letter and spirit of the standards and policies contained herein. Always remember: if you are unsure of what to do in any situation, seek guidance before you act.

All Covered Persons are expected to seek the advice of their supervisor, manager or other appropriate persons within the Company when questions arise about issues discussed in this Code and any other issues that may implicate the standards or integrity of the Company or any Covered Person. Compliance procedures are set forth in Section 13 of this Code.

Taking actions to prevent problems is part of the Company’s culture. If you observe possible questionable or illegal conduct you are encouraged to report your concerns. If you report, in good faith, what you suspect to be illegal or improper activities, you should not be concerned about retaliation from others. Any Covered Persons involved in retaliation will be subject to serious disciplinary action by the Company.

Those who violate the standards in this Code will be subject to disciplinary action, including dismissal for cause. Covered Persons who find themselves in a situation which they believe may violate or lead to a violation of this Code, should follow the guidelines described in Section 13 of this Code.


1.	Compliance with Laws, Rules and Regulations

The Company shall transact its business in compliance with all applicable laws, rules and regulations.


2.	Corporate Opportunities

Covered Persons owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Covered Persons are prohibited (without the consent of the Board of Directors or a designated committee thereof) from (1) taking for themselves personally opportunities that are discovered through the use of corporate property, information or their position, (2) using corporate property, information or their position for personal gain and (3) competing with the Company directly or indirectly. The Company recognizes that the guideline in this clause (3) of the prior sentence should not restrict Covered Persons who are not employed by the Company (“Outside Persons”). In the case of directors of the Company, these principles are intended to be identical to the comparable fiduciary obligations directors already owe the Company.


3.	Conflicts of Interest

A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of the Company.

A conflict situation can arise when a Covered Person takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest also arise when a Covered Person or a member of his or her family, receives improper personal benefits (including personal loans, services or payment for services that the person is performing in the course of Company business) as a result of his or her position in the Company or gains personal enrichment through access to confidential information.

Conflicts of interest can arise in many common situations, despite one’s best efforts to avoid them. Covered Persons are encouraged to seek clarification of, and discuss questions about, potential conflicts of interest with someone in the Company’s Legal Department. Covered Persons may also contact the Company’s:

Code of Business Conduct Compliance Officer:

Tel: (603) 640-2200

Fax: (603) 640-2250

Any Covered Person who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate persons within the Company.


4.	Insider Trading

There are instances where Covered Persons have information about the Company, its subsidiaries or affiliates or about a company with which we do business that is not known to the investing public. Such inside information may relate to, among other things: plans; new products; mergers, acquisitions or dispositions of businesses or securities; problems facing the Company or a company with which we do business; reserves; profitability; negotiations relating to significant contracts or business relationships; significant litigation; or financial information.

If the information is such that a reasonable investor would consider the information important in reaching an investment decision, then the Covered Person who holds the information must not buy or sell Company securities, nor provide such information to others, until such information becomes public. Further, Covered Persons must not buy or sell securities in any other company about which they have such material non-public information, nor provide such information to others, until such information becomes public. Covered Persons who involve themselves in illegal insider trading (either by personally engaging in the trading or by disclosing material non-public information to others) will be subject to immediate termination. The Company’s policy is to report such violations to the appropriate authorities and to cooperate fully in any investigation of insider trading.

The Company has additional, specific rules that govern trades in Company securities by directors, officers and employees. Please refer to the Company’s Insider Trading Policy.

Covered Persons may need assistance in determining how the rules governing inside information apply to specific situations and should consult someone in the Company’s Legal Department or the Company’s Code of Business Conduct Compliance Officer.


5.	Competition and Fair Dealing

Our policy is to compete vigorously, aggressively and successfully by all legal means in today’s increasingly competitive business climate and to do so in compliance with all applicable competition, fair dealing and other laws in all the markets in which we operate. Stealing proprietary information or trade secret information or inducing such disclosures by past or present employees of other companies is prohibited. Each Covered Person should endeavor to deal fairly with the Company’s customers and employees.

The antitrust laws of many jurisdictions are designed to preserve a competitive economy and promote fair and vigorous competition. All Covered Persons are required to comply with these laws and regulations. Covered Persons involved in marketing, sales and purchasing, contracts or in discussions with competitors have a particular responsibility to ensure that they understand our standards and are familiar with applicable competition laws. Because these laws are complex and can vary from one jurisdiction to another, Covered Persons should seek the advice of the Company’s Legal Department when questions arise.


6.	Gifts and Entertainment

The purpose of business gifts and entertainment in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any Covered Person, family member of a Covered Person or agent unless it: (1) is consistent with customary business practices, (2) is not excessive in value, (3) cannot be construed as a bribe or payoff and (4) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts unless you are certain they are appropriate.


7.	Discrimination and Harassment; Human Resources Practices

We are firmly committed to providing equal employment opportunities to all qualified individuals without regard to age, race, gender, religion, national origin, gender identity, sexual orientation, marital status, physical or mental disability, or ethnic characteristics and any illegal discrimination or harassment on any such basis, or any other basis protected by federal, state, local law, ordinance or regulation, is a violation of this code. This policy extends to all areas of employment including hiring, training, compensation, promotion, discipline, transfer, layoff, termination and all other items and conditions of employment. All Covered Persons shall be treated with respect and consideration from the Company and must treat others in the same manner.

All levels of supervision are responsible for monitoring and complying with the Company’s policies and procedures for handling complaints concerning harassment or other forms of unlawful discrimination. Because employment-related laws are complex and vary from state to state and country to country, supervisors should obtain the advice of the Company’s Legal Department whenever there is any doubt as to the lawfulness of any proposed action or inaction.

The Company strives to provide each employee with a safe and healthy work environment. Each Covered Person has responsibility for maintaining a safe and healthy workplace for all Covered Persons by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and physically threatening behavior is expressly prohibited. Covered Persons should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of alcohol or illegal drugs in the workplace will not be tolerated and may result in immediate termination.


8.	Record-keeping, Retention and Destruction

Many persons within the Company record or prepare some type of information during their workday, such as time cards, financial reports, accounting records, business plans, environmental reports, injury and accident reports, expense reports, and so on. Many people, both within and outside the Company, depend upon these reports to be accurate and truthful for a variety of reasons. These people include our Covered Persons, governmental agencies, auditors and the communities in which we operate. Also, the Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. We maintain the highest commitment to recording information accurately and truthfully.

All financial statements and books, records and accounts of the Company must accurately reflect transactions and events and conform both to required legal requirements and accounting principles and also to the Company’s system of internal accounting. As a Covered Person, you have the responsibility to ensure that false or intentionally misleading entries are not made by you, or anyone who reports to you, in the Company’s accounting records. Regardless of whether reporting is required by law, dishonest reporting within the Company, or to organizations or people outside the Company, is strictly prohibited. All Covered Persons that are responsible for financial or accounting matters are also required to ensure the full, fair, accurate, timely and understandable disclosure in all periodic reports required to be filed by the Company with the Securities and Exchange Commission. This commitment and responsibility extends to the highest levels of our organization, including our chief executive officer, chief financial officer and chief accounting officer.

The Company establishes retention or destruction policies in order to ensure legal compliance and also to accomplish other objectives, such as preserving intellectual property and cost management. The Company expects all Covered Persons to comply with any applicable records retention or destruction policy, provided that all Covered Persons should note the following general exception to any record retention or destruction policy. If any Covered Person believes, or if the Company informs him or her, that the Company’s records are relevant to any litigation or potential litigation (i.e. a dispute where litigation is reasonably likely), he or she must preserve those records until the Company’s General Counsel or another authorized legal officer determines the records are no longer needed. This exception supersedes any previously or subsequently established retention or destruction policy for those records.

The Company recognizes that the guidelines in this Section 8 are not applicable to Outside Persons.


9.	Confidentiality

Covered Persons must maintain the confidentiality of confidential information entrusted to them by the Company or companies, organisations or entities that have or may have a business relationship with the Company, except when disclosure is expressly authorized by the Company or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or companies, organisations or entities that have or may have a business relationship with the Company, if disclosed. It also includes information that others that have a business relationship with the Company have entrusted to us. The obligation to preserve confidential information continues even after employment ends.

Covered Persons should guard against unintentional disclosure of confidential information and take special care not to store confidential information where unauthorized personnel can see it, whether at work, at home, in public places or elsewhere. Situations that could result in inadvertent disclosure of such information include: discussing confidential information in public (for example, in restaurants, elevators or airplanes); talking about confidential information on mobile phones; working with sensitive information in public using laptop computers; and transmitting confidential information via fax. Within the workplace, do not assume that all Covered Persons should see confidential information.


10.	Protection and Proper Use of Company Assets and Proprietary Information

Collectively, Covered Persons have a responsibility for safeguarding and making proper and efficient use of the Company’s property. Each of us also has an obligation to prevent the Company’s property from loss, damage, misuse, theft, embezzlement or destruction. Theft, loss, misuse, carelessness and waste of assets have a direct impact on the Company’s profitability and may jeopardize the future of the Company. Any situations or incidents that could lead to the theft, loss, misuse or waste of Company property should be reported immediately to your supervisor or manager or to the Company’s General Counsel as soon as they come to your attention.

The Company depends on intellectual property, such as business and marketing plans, databases, records, salary information and any unpublished financial data and reports, for its continued vitality. If intellectual property is not protected, it becomes available to other companies that have not made the significant investment that the Company has made to produce this property and thus gives away some of the Company’s competitive advantage. All of the rules stated above with respect to confidential information apply equally to proprietary information.


11.	Illegal Payments; Relationships with Government Personnel

Improper payments, whether illegal political contributions, bribery of domestic or foreign officials, or similar acts, are contrary to the policy of the Company, and funds and resources of the Company shall not be used directly or indirectly for such purposes.

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments, including illegal political contributions, of any kind to government officials or political candidates of any country.

In addition, many jurisdictions have laws and regulations regarding business gratuities which may be accepted by government personnel. For example, business courtesies or entertainment such as paying for meals or drinks are rarely appropriate when working with government officials. Gifts or courtesies that would not be appropriate even for private parties are in all cases inappropriate for government officials. Please consult the Company’s Legal Department for more guidance on these issues.


12.	Waivers of the Code of Business Conduct; Applicability

Any waiver of this Code for executive officers or directors may be made only by the Board of Directors or the Audit Committee, subject to any applicable rules or regulations and the Company’s Bye-laws.

This Code does not require any changes to contractual arrangements in effect on the date of its adoption. In addition, participation in investment opportunities voluntarily offered by the Company shall not be a violation of this Code provided that such investment is on the same terms as are negotiated and accepted by unaffiliated third party investors participating in the transaction.


13.	Reporting of Illegal, Improper or Other Questionable Behavior or Accounting/Auditing Complaints

Covered Persons are expected to conduct themselves in a manner appropriate for their work environment, and are also expected to be sensitive to and respectful of the concerns, values and preferences of others. All Covered Persons are encouraged to promptly report any practices or actions they believe to be inappropriate.

This Code describes the procedures generally available for discussing and addressing business conduct issues that arise. Speaking to the right people is one of a Covered Person’s first steps to understanding and resolving what are often difficult questions. As a general matter, if a Covered Person has any questions or concerns about compliance with this Code or is just unsure of what the “right thing” is to do, the Covered Person is encouraged to speak with his or her supervisor, manager or other appropriate persons within the Company. If a Covered Person does not feel comfortable talking to any of these persons for any reason, the Covered Person should call someone in the Company’s Legal Department, the Company’s Code of Business Conduct Compliance Officer, or report the issues or concerns through the Company’s anonymous web based or toll free telephone reporting system. Each of these offices has been instructed to register all complaints, brought anonymously or otherwise, and direct those complaints to the appropriate channels within the Company.

Accounting/Auditing Complaints: The law also requires that the Company have in place procedures for addressing complaints concerning auditing issues and procedures for Covered Persons to anonymously submit their concerns regarding accounting or auditing issues. Complaints concerning accounting or auditing issues will be directed to the attention of the Company’s Audit Committee, or the appropriate members of that committee.

Covered Persons may direct issues or complaints directly to the Company’s Code of Business Conduct Compliance Officer or indirectly through the Company’s confidential, anonymous web-based or toll-free telephone reporting system.

Directly to the Code of Business Conduct Compliance Officer:

Private and Confidential

White Mountains Insurance Group, Ltd.

80 South Main Street

Hanover, NH 03755

Attn: Code of Business Conduct Compliance Officer

Via the Company’s anonymous web-based reporting system by logging onto:

www.ethicspoint.com

Via the Company’s anonymous toll free reporting system by calling:

From outside the U.S.:

Tel: (866) 295-3762

From the U.S.:

Tel: (800) 788-1157

The Company’s anonymous reporting system is maintained and operated by EthicsPoint, Inc., an unaffiliated service provider. All issues or complaints submitted via the anonymous reporting system will be forwarded to the Company’s General Counsel or his designee for resolution.

For direct access to the Company’s Audit Committee, Covered Persons may direct their auditing and accounting related issues or complaints to:

Private and Confidential

Mr. Lowndes A. Smith

Chairman of the Audit Committee

White Mountains Insurance Group, Ltd.

80 South Main Street

Hanover, NH 03755

Also, Covered Persons should know that if they report in good faith what they expect to be illegal or improper activities, they should not be concerned about retaliation from others. Any Covered Persons involved in retaliation will be subject to serious disciplinary action by the Company. Furthermore, the Company could be subject to criminal or civil actions for acts of retaliation against Covered Persons who “blow the whistle” on U.S. securities law violations and other federal offenses.


14.	Cooperation in Internal Investigations

Covered Persons are expected to cooperate fully in all internal investigations of any kind initiated by the (i) Board of Directors or any Committee appointed by the Board, (ii) senior management, (iii) internal auditors, (iv) external auditors, and (v) any regulatory or law enforcement agency. Covered Persons are expected to respond to all inquiries with honesty and integrity.


15.	Conflict with Subsidiary Company Business Codes of Conduct and Conflicts of Interest Policies

The Company recognizes that one or more of its operating subsidiaries have codes of business conduct and conflicts of interest policies that have been approved by their respective boards of directors. If any provision contained in this Code conflicts with any provision contained in subsidiary company’s code of business conduct and conflict of interest policies, the provision in this Code shall prevail. This Code may be approved for adoption by the board of directors of any of the Company’s subsidiaries.


16.	Adopted by the Board of Directors

Adopted by the Board of Directors of White Mountains Insurance Group, Ltd. effective as of May 28, 2015.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/29/16	4
For Period end:	12/31/15	11-K, 13F-HR, 5
	5/28/15	8-K, DEF 14A
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/26/24  White Mountains Ins Group Ltd.    10-K       12/31/23  151:30M
 2/27/23  White Mountains Ins Group Ltd.    10-K       12/31/22  164:32M
 2/28/22  White Mountains Ins Group Ltd.    10-K       12/31/21  169:35M
 2/26/21  White Mountains Ins Group Ltd.    10-K       12/31/20  149:28M

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Filing Submission 0000776867-16-000036 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

White Mountains Insurance Group Ltd – ‘10-K’ for 12/31/15 – ‘EX-14’

On: Monday, 2/29/16, at 4:10pm ET · For: 12/31/15 · Accession #: 776867-16-36 · File #: 1-08993

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-14’ — Code of Ethics

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents