binder2 test

JLEVASSE
Typewriter
Long-Term Financial Strategy
2
3
• Product breadth and specialization
– Top 3 player in Commercial Insurance, strong presence in small and middle market1
– Top 3 player in Personal Insurance through independent agents2
• Leadership position with distribution
– Consistently named top 5 carrier for both commercial and personal lines3
• Industry leading data and analytics
• Industry leading claim and risk control capabilities
– 700+ risk control consultants and specialists
– ~13,000 claim professionals and specialists
– Claim recognized with 2014 Business Insurance Buyer’s Choice Award4
1. Source: SNL Financial. Based on 2015 direct written premium. Total excludes other accident & health. 2. Source: SNL Financial. Based on 2015 direct written premium. TRV data does not include TX Assumed business. 3. Bi-annual Goldman Sachs Property & Casualty Pricing Survey. 4. Travelers Claim received top rating for service, excellence and expertise in both Workers’ Compensation and Auto.
4
Personal Insurance $7.4B
$22,447 $22,767 $23,904 $24,121
2Q YTD 2016
Net Written Premiums
1Excludes catastrophe losses and net favorable prior year reserve development.
$2,441
2Q YTD 2016
2012 2013 2014 2015 2Q YTD 2015 2Q YTD 2016
Underlying Combined Ratio1 93.0% 90.9% 89.9% 90.1% 90.4% 91.2%
Impact of:
Catastrophe losses 8.3 pts 2.6 pts 3.0 pts 2.1 pts 3.3 pts 5.4 pts
Net favorable prior year reserve development (4.2) pts (3.7) pts (3.9) pts (3.9) pts (3.8) pts (3.9) pts
Combined Ratio 97.1% 89.8% 89.0% 88.3% 89.9% 92.7%
($ in millions)
Long-term fixed net investment portfolio investment income less holding company interest expense
Non-fixed net investment portfolio investment income
Underwriting gain/(loss) and other
2011
8.0%
(2.9%)
9.0%
0.9%
0.1%
15.5%
2013
1.6%
8.1%
1.3%
9.4%
From Jan. 1, 2005 through Jun. 30, 2016, TRV’s average annual operating ROE was approximately 13.4 %
15.5% 15.2%
8.5%1.3%
7.5%
6.8%
`
TRV estimated cost of capital1
1 Cost of capital: weighted average cost of capital represents the cost of equity, debt and hybrid securities proportional to the total capital of the enterprise. The cost of equity: weekly two year adjusted beta against S&P 500, Ibbotson equity market risk premium and ten-year Treasury.
From Jan. 1, 2005 through June 30, 2016, TRV’s average annual ROE was approximately 12.6%
7
Excess capital in
dividends and
$1,622
$4,208
$4,601
$2,924
$3,622
$3,216
$1,426
$2,473
$1,478
`
Since the initial share repurchase authorization granted by the Board on May 2, 2006, TRV has returned $36.0 billion1 in share repurchases and dividends or 119% of the market capitalization on that day
1 Through June 30, 2016.
($ in millions)
9
38% 43% 80% 97% 110% 176% 250% 87% 85% 109% 113% 109%
Share Repurchases and Dividends as a Percentage of Net Income:
Excess Capital Returned to Shareholders
Book Value Per Share
$31.94 $36.86
$42.22 $43.12
$52.54 $58.47
$62.32 $67.31
$85.73
`
$66.41 $70.98
$75.39 $77.61
`
1 Adjusted book value per share is total common shareholders’ equity excluding the after-tax impact of net unrealized investment gains and losses divided by the number of common shares outstanding.
10
$0.91 $1.01
$1.41
$1.59
$1.79
$1.96
$2.15
$2.38
$2.62
`
1 Based on 1Q dividend of $0.61 and 2Q dividend of $0.67. Dividend of $0.67 assumed for 3Q and 4Q 2016.
2 As of market close on June 30, 2016.
Travelers has paid cash dividends without interruption for 145 years; current dividend yield2: 2.2%
11
Consistent Dividend Growth
Return on capital focus has resulted in top tier returns in P&C industry and financial services industry broadly
Average Return on Equity: 2005 – Mar. 31, 2016
12.7%
`
TRV Return on Equity vs. Other Financials: 2005 – Mar. 31, 2016
Source: Bloomberg.
Prudential Financial
Manulife Financial
American Tower Corp.
AIG
Morgan Stanley
American Express
(1) Total return is a concept used to compare the performance of a company's stock over time and is the ratio of the net stock price change plus the cumulative amount of dividends over the specified time period, assuming dividend reinvestment, to the stock price at the beginning of the time period. Total return to shareholders is not included as an indication of future performance.
(2) By market capitalization as of June 30, 2016.
20 Largest S&P Financial Companies2 & Other Selected Financial Companies
Source: SNL Financial
1+ Year Total Return January 1, 2015 – June 30, 2016
TRAVELERS
TRAVELERS
($ in millions)
1 Average duration of fixed maturities and short-term securities, net of securities lending activities and net receivables and
payables on investment sales and purchases.
• On-going
capital
2016 2015 2014
Taxable fixed maturities 41% 42% 41%
Tax-exempt fixed maturities 46% 44% 46%
Total fixed maturities 87% 86% 87%
Equity securities 1% 1% 1%
Real estate investments 1% 1% 1%
Short-term securities 6% 7% 6%
Total fixed income 95% 95% 95%
Private equity funds 3% 3% 3%
Hedge funds - % 1% - %
Other investments 1% - % 1%
100% 100% 100%
Fixed maturities data:
Below investment grade 2.8% 2.8% 3.0%
Average duration1 3.9 3.9 3.5
Consistent High Quality Investment Portfolio
1 Corresponding pre-tax amounts are: 2014, $697; 2015, $595; 1Q’15, $592; 2Q’15, $632; 3Q’15, $614; 4Q’15, $541; 1Q’16, $544, 2Q’16, $549 2 2014 and 2015 data represent quarterly average 3 Excludes investment expenses
Total 2.8% 2.6% 2.7% 2.7% 2.6% 2.6% 2.5% 2.5%
Short-term 0.1% 0.2% 0.1% 0.2% 0.2% 0.2% 0.3% 0.4%
Long-term 2.9% 2.8% 2.8% 2.8% 2.8% 2.8% 2.7% 2.7%
7.4% 4.1% 3.6% 5.8% 5.0% 1.8% 2.5% 2.9%
$462 $428 $436 $431 $422 $422 $410
2014 2015 1Q'15 2Q'15 3Q'15 4Q'15 1Q'16 2Q'16
`
$554
2014 2015 1Q'15 2Q'15 3Q'15 4Q'15 1Q'16 2Q'16
After-tax yieldLong-term Short-term
Total 1
After-tax yield
16
Business and International Insurance
Domestic • Predominantly small and
compensation with industry leading profitability1
• Top 5 writer in property; consistently outperform industry profitability1
International • Top 10 Canadian writer;
strong presence with agents and brokers
• Joint venture with J. Malucelli, the market leader in Brazil Surety
17
12%
1. Market share ranking source: SNL Financial. Based on 2015 direct written premium.
$12,929 $13,512
$14,636 $14,583
$7,476 $7,594
2Q YTD 2016
Net Written Premiums
2Q YTD 2016
Business and International Insurance
2015 2Q YTD
Impact of:
Combined Ratio 97.1% 92.8% 93.1% 92.1% 93.3% 96.2%
19
Management Liability 64%
• Industry leading profitability
Management Liability • Diversified risk profile • Strong presence in small and
middle market
1. Market share ranking source: SNL Financial. Based on 2015 direct written premium.
$1,924 $2,030
$2,103 $2,081
$1,012 $1,028
2Q YTD 2016
$504
$573
$727
$633
$275
$346
2Q YTD 2016
2012 2013 2014 2015 2Q YTD
2015 2Q YTD 2016
Impact of:
Combined Ratio 78.4% 73.4% 60.8% 67.9% 74.9% 60.8%
21
Automobile 50%
independent agent channel • Full account solution
provider with industry leading property results and strong position in the preferred market
• Competing successfully in a changing environment (Quantum 2.0)
22
$7,594 $7,225 $7,165
2Q YTD 2016
2Q YTD 2016
Personal Insurance
2015 2Q YTD
Impact of:
Combined Ratio 101.9% 88.9% 88.7% 86.6% 87.3% 94.7%
2323
This presentation contains, and management may make, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical facts, may be forward-looking statements. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,”
“plans,” “projects,” “believes,” “estimates” and similar expressions are used to identify these forward-looking statements. These statements include, among other things, our
outlook, our future results of operations and financial condition (including anticipated premium volume, premium rates, margins, net and operating income, investment
income and performance, loss costs, return on equity and expected current returns and combined ratios), our share repurchase plans, future pension plan contributions,
the sufficiency of our reserves, the impact of emerging claims issues and litigation, the cost and availability of reinsurance coverage, catastrophe losses, the impact of
investment, economic and underwriting market conditions and our strategic initiatives.
We caution investors that such statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond the Company’s control, that
could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Some of the factors that
could cause actual results to differ include, but are not limited to, the following:
• Catastrophe losses;
• Financial market disruption, economic downturn or prolonged period of slow economic growth;
• Changes to our claims and claim adjustment expense reserves;
• The performance of our investment portfolio;
• Asbestos and environmental claims and related litigation;
• Mass tort claims;
• Emerging claim and coverage issues;
• Competition, including the impact of competition on our business volume and profitability;
• Disruptions to our relationships with our independent agents and brokers;
• The collectability and availability of reinsurance coverage;
• Credit risk we face in certain of our business and investment operations, including through the utilization of reinsurance or structured settlements, as well as guarantees or
indemnifications from third parties;
• A downgrade in our claims-paying or financial strength ratings;
• The inability of our insurance subsidiaries to pay dividends to our holding company in sufficient amounts;
• Risks associated with developing new products or expanding in targeted markets;
• Risks associated with our use of pricing and capital models;
• Limits to the effectiveness of our information technology systems;
• Difficulties with our technology, data and network security, including as a result of cyber-attacks, outsourcing relationships, or cloud-based technology;
• Risks associated with our business outside of the United States, including foreign currency exchange fluctuations and restrictive regulations, as well as the risks and
uncertainties associated with the United Kingdom’s expected withdrawal from the European Union;
• Loss of or significant restrictions on the use of particular types of underwriting criteria, such as credit scoring, or other data or methodologies, in the pricing and
underwriting of insurance products;
• Limits to the effectiveness of our compliance controls;
• Our ability to hire and retain qualified employees;
• We may be unable to protect and enforce our own intellectual property or may be subject to claims for infringing the intellectual property of others;
• Changes to existing accounting standards;
• Changes in tax laws that adversely impact our investment portfolio or operating results; and
• Factors impacting the operation of our share repurchase plans
For a more detailed discussion of these factors, see the information under "Risk Factors" and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” in our most recent Form 10-K, as updated by our periodic filings with the Securities and Exchange Commission (SEC), which are accessible on the SEC’s
website (www.sec.gov). Our forward-looking statements speak only as of the date of this presentation or as of the date they are made, and we undertake no obligation to
update those statements.
24
Disclosure
In this presentation, we may refer to some non-GAAP financial measures. For a reconciliation of these
measures to the most comparable GAAP measures and a glossary of financial measures, we refer you
to the press release and financial supplement that we have made available in connection with this
presentation and our most recent annual report on Form 10-K filed with the Securities and Exchange
Commission (SEC). See the “For Investors” section at Travelers.com.
For further information, please see Travelers reports filed with the SEC pursuant to the Securities
Exchange Act of 1934 which are available at the SEC’s website (www.sec.gov).
Copies of this presentation and the accompanying webcast are publicly available on the Travelers
website (www.travelers.com). This presentation should be read with the accompanying webcast and
related press release and financial supplement.
From time to time, Travelers may use its website and/or social media outlets, such as Facebook and
Twitter, as distribution channels of material company information. Financial and other important
information regarding the company is routinely accessible through and posted on our website at
http://investor.travelers.com, our Facebook page at https://www.facebook.com/travelers and our Twitter
account (@Travelers) at https://twitter.com/travelers. In addition, you may automatically receive email
alerts and other information about Travelers when you enroll your email address by visiting the Email
Notification section at http://investor.travelers.com.
to GAAP Measures
The following measures are used by the Company’s management to evaluate financial performance against historical results and establish targets on a
consolidated basis. In some cases, these measures are considered non-GAAP financial measures under applicable SEC rules because they are not displayed as
separate line items in the consolidated financial statements or are not required to be disclosed in the notes to financial statements or, in some cases, include or
exclude certain items not ordinarily included or excluded in the most comparable GAAP financial measure. Reconciliations of non-GAAP measures to their most
directly comparable GAAP measures also follow.
In the opinion of the Company’s management, a discussion of these measures provides investors, financial analysts, rating agencies and other financial statement
users with a better understanding of the significant factors that comprise the Company’s periodic results of operations and how management evaluates the
Company’s financial performance. Internally, the Company’s management uses these measures to evaluate performance against historical results, to establish
financial targets on a consolidated basis and for other reasons, which are discussed below.
Some of these measures exclude net realized investment gains (losses), net of tax, and/or net unrealized investment gains (losses), net of tax, which can be
significantly impacted by both discretionary and other economic factors and are not necessarily indicative of operating trends.
Other companies may calculate these measures differently, and, therefore, their measures may not be comparable to those used by the Company’s management.
RECONCILIATION OF OPERATING INCOME AND CERTAIN OTHER NON-GAAP MEASURES TO NET INCOME
Operating income is net income excluding the after-tax impact of net realized investment gains (losses) and discontinued operations. Management uses operating
income to analyze each segment’s performance and as a tool in making business decisions. Financial statement users also consider operating income when
analyzing the results and trends of insurance companies.
Reconciliation of Operating Income less Preferred Dividends to Net Income
($ in millions, after-tax) 2015 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005
Operating income, less preferred dividends 3,437$ 3,641$ 3,567$ 2,441$ 1,389$ 3,040$ 3,597$ 3,191$ 4,496$ 4,195$ 2,020$
Preferred dividends - - - - 1 3 3 4 4 5 6
Operating income 3,437 3,641 3,567 2,441 1,390 3,043 3,600 3,195 4,500 4,200 2,026
Net realized investment gains/(losses) 2 51 106 32 36 173 22 (271) 101 8 35
Income from continuing operations 3,439 3,692 3,673 2,473 1,426 3,216 3,622 2,924 4,601 4,208 2,061
Discontinued operations - - - - - - - - - - (439)
Net income 3,439$ 3,692$ 3,673$ 2,473$ 1,426$ 3,216$ 3,622$ 2,924$ 4,601$ 4,208$ 1,622$
Twelve Months Ended December 31,
Three Months Ended Six Months Ended
June 30, June 30,
Operating income 649$ 806$ 1,347$ 1,633$
Net realized investment gains 15 6 8 12
Net income 664$ 812$ 1,355$ 1,645$
2626
Reconciliation of Operating Income by Segment to Total Operating Income
Glossary of Financial Measures and Reconciliations of Non-GAAP Measures
to GAAP Measures
Business and International Insurance 2,170$ 2,347$ 2,404$ 1,981$
Bond & Specialty Insurance 633 727 573 504
Personal Insurance 889 824 838 217
Total segment operating income 3,692 3,898 3,815 2,702
Interest Expense and Other (255) (257) (248) (261)
Total operating income 3,437$ 3,641$ 3,567$ 2,441$
Twelve months ended December 31,
June 30, June 30,
Business and International Insurance 393$ 543$ 869$ 1,058$
Bond & Specialty Insurance 202 151 346 275
Personal Insurance 116 174 255 426
Total segment operating income 711 868 1,470 1,759
Interest Expense and Other (62) (62) (123) (126)
Total operating income 649$ 806$ 1,347$ 1,633$
2727
to GAAP Measures RECONCILIATION OF ADJUSTED SHAREHOLDERS’ EQUITY TO SHAREHOLDERS’ EQUITY AND OPERATING RETURN ON EQUITY TO RETURN ON
EQUITY
Adjusted shareholders’ equity is shareholders’ equity excluding net unrealized investment gains (losses), net of tax, net realized investment gains (losses), net
of tax, for the period presented, preferred stock and discontinued operations.
Reconciliation of Adjusted Shareholders’ Equity to Shareholders’ Equity
Return on equity is the ratio of annualized net income less preferred dividends to average shareholders’ equity for the periods presented. Operating return on
equity is the ratio of annualized operating income less preferred dividends to adjusted average shareholders’ equity for the periods presented. In the opinion of the
Company’s management, these are important indicators of how well management creates value for its shareholders through its operating activities and its capital
management.
Average shareholders’ equity is (a) the sum of total shareholders’ equity excluding preferred stock at the beginning and end of each of the quarters for the period
presented divided by (b) the number of quarters in the period presented times two. Adjusted average shareholders’ equity is (a) the sum of adjusted
shareholders’ equity at the beginning and end of each of the quarters for the period presented divided by (b) the number of quarters in the period presented times
two.
Calculation of Operating Return on Equity and Return on Equity
As of December 31,
($ in millions) 2015 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005
Adjusted shareholders' equity $ 22,307 $ 22,819 $ 23,368 $ 22,270 $ 21,570 $ 23,375 $ 25,458 $ 25,647 $ 25,783 $ 24,545 $ 22,227
Net unrealized investment gains /(losses), net of tax 1,289 1,966 1,322 3,103 2,871 1,859 1,856 (146) 620 453 327
Net realized investment gains /(losses), net of tax 2 51 106 32 36 173 22 (271) 101 8 35
Preferred stock - - - - - 68 79 89 112 129 153
Discontinued operations - - - - - - - - - - (439)
Shareholders' equity $ 23,598 $ 24,836 $ 24,796 $ 25,405 $ 24,477 $ 25,475 $ 27,415 $ 25,319 $ 26,616 $ 25,135 $ 22,303
June 30, June 30,
Adjusted average shareholders' equity 22,383 22,755 22,372 22,786
Operating return on equity 11.6% 14.2% 12.0% 14.3%
Annualized net income 2,654$ 3,247$ 2,710$ 3,289$
Average shareholders' equity 24,440 24,484 24,161 24,662
Return on equity 10.9% 13.3% 11.2% 13.3%
Six Months Ended
June 30,
($ in millions) 2016 2015 2015 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005
Operating income, less preferred dividends 1,347$ 1,633$ 3,437$ 3,641$ 3,567$ 2,441$ 1,389$ 3,040$ 3,597$ 3,191$ 4,496$ 4,195$ 2,020$
Annualized operating income 2,695 3,266
Adjusted average shareholders' equity 22,372 22,786 22,681 23,447 23,004 22,158 22,806 24,285 25,777 25,668 25,350 23,381 21,118
Operating return on equity 12.0% 14.3% 15.2% 15.5% 15.5% 11.0% 6.1% 12.5% 14.0% 12.4% 17.7% 17.9% 9.6%
Average annual operating return on equity
for the period Jan. 1, 2005 through June 30, 2016 13.4%
Twelve Months Ended December 31,
Average annual operating return on equity over a period is the ratio of:
a) the sum of operating income less preferred dividends for the periods presented to
b) the sum of: 1) the sum of the adjusted average shareholders’ equity for all full years in the period presented, and 2) for partial years in the period
presented, the number of quarters in that partial year divided by four, multiplied by the adjusted average shareholders’ equi ty of the partial year.
Calculation of Average Annual Operating Return on Equity from January 1, 2005 through June 30, 2016
COMBINED RATIO AND ADJUSTMENTS FOR UNDERLYING COMBINED RATIO
Combined ratio: For Statutory Accounting Practices (SAP), the combined ratio is the sum of the SAP loss and LAE ratio and the SAP underwriting
expense ratio as defined in the statutory financial statements required by insurance regulators. The combined ratio as used in this presentation is the
equivalent of, and is calculated in the same manner as, the SAP combined ratio except that the SAP underwriting expense ratio is based on net written
premium and the underwriting expense ratio as used in this earnings release is based on net earned premiums.
For SAP, the loss and LAE ratio is the ratio of incurred losses and loss adjustment expenses less certain administrative services fee income to net
earned premiums as defined in the statutory financial statements required by insurance regulators. The loss and LAE ratio as used in this presentation
is calculated in the same manner as the SAP ratio.
For SAP, the underwriting expense ratio is the ratio of underwriting expenses incurred (including commissions paid), less certain administrative services
fee income and billing and policy fees, to net written premiums as defined in the statutory financial statements required by insurance regulators. The
underwriting expense ratio as used in this presentation, is the ratio of underwriting expenses (including the amortization of deferred acquisition costs),
less certain administrative services fee income, billing and policy fees and other, to net earned premiums.
The combined ratio, loss and LAE ratio, and underwriting expense ratio are used as indicators of the Company’s underwriting d iscipline, efficiency in
acquiring and servicing its business and overall underwriting profitability. A combined ratio under 100% generally indicates an underwriting profit. A
combined ratio over 100% generally indicates an underwriting loss.
Other companies’ method of computing similarly titled measures may not be comparable to the Company’s method of computing these ratios.
Underlying combined ratio represents the combined ratio excluding the impact of net prior year reserve development and catastrophes. The
underlying combined ratio is an indicator of the Company’s underwriting discipline and underwriting profitability for the current accident year. 2828
to GAAP Measures
to GAAP Measures RECONCILIATION OF CERTAIN NON-GAAP MEASURES TO BOOK VALUE PER SHARE AND SHAREHOLDERS’ EQUITY
Book value per share is total common shareholders’ equity divided by the number of common shares outstanding. Adjusted book value per share is total
common shareholders’ equity excluding the after-tax impact of net unrealized investment gains and losses, divided by the number of common shares outstanding.
In the opinion of the Company’s management, adjusted book value per share is useful in an analysis of a property casualty company’s book value per share as it
removes the effect of changing prices on invested assets (i.e., net unrealized investment gains (losses), net of tax), which do not have an equivalent impact on
unpaid claims and claim adjustment expense reserves.
Reconciliation of Common Shareholders’ Equity, excluding net unrealized investment gains/(losses), net of tax, to Shareholders’ Equity
OTHER DEFINITIONS
Gross written premiums reflect the direct and assumed contractually determined amounts charged to policyholders for the effective period of the contract based
on the terms and conditions of the insurance contract. Net written premiums reflect gross written premiums less premiums ceded to reinsurers.
For a glossary of other financial terms used in this presentation, we refer you to the Company’s most recent annual report on Form 10-K filed with the SEC.
($ in millions) 2015 1 2014 1 2Q 2016 1Q 2016 4Q 2015 3Q 2015 2Q 2015 1Q 2015 4Q 2014 3Q 2014 2Q 2014
Pre-tax net investment income 595$ 697$ 549$ 544$ 541$ 614$ 632$ 592$ 637$ 719$ 695$
Net investment income tax expense 119 143 107 105 101 130 129 114 124 151 142
After-tax net investment income 476$ 554$ 442$ 439$ 440$ 484$ 503$ 478$ 513$ 568$ 553$
Reconciliation of Pre-tax Net Investment Income to After-tax Net Investment Income
12014 and 2015 data represent quarterly average
As of June 30,
($ in millions, except per share amounts) 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005
C o mmo n shareho lders' equity, excluding net
unrealized investment gains/ ( lo sses) , net o f tax $22,373 $22,309 $22,870 $23,474 $22,302 $21,606 $23,548 $25,480 $25,376 $25,884 $24,553 $21,823
Net unrealized investment gains/(losses), net of tax 2,341 1,289 1,966 1,322 3,103 2,871 1,859 1,856 (146) 620 453 327
Preferred stock - - - - - - 68 79 89 112 129 153
Shareho lders' equity $24,714 $23,598 $24,836 $24,796 $25,405 $24,477 $25,475 $27,415 $25,319 $26,616 $25,135 $22,303
C o mmo n shares o utstanding 288.3 295.9 322.2 353.5 377.4 392.8 434.6 520.3 585.1 627.8 678.3 693.4
Adjusted book value per share $77.61 $75.39 $70.98 $66.41 $59.09 $55.01 $54.19 $48.98 $43.37 $41.25 $36.21 $31.47
Book value per share 85.73 79.75 77.08 70.15 67.31 62.32 58.47 52.54 43.12 42.22 36.86 31.94
As of December 31,
Code of Business Conduct and Ethics JUNE 2016
H O N E S T Y. I N T E G R I T Y. A C C O U N TA B I L I T Y.
A M E S S A G E F R O M A L A N S C H N I T Z E R
T A B L E O F C O N T E N T S P A G E u2 Code of Conduct
As Chief Executive Officer, I’m proud of our Company’s reputation for honesty,
integrity, and accountability. It’s a reputation we’ve worked hard to build.
The Code of Business Conduct and Ethics is an important tool for helping us manage
our business. Of course, no code of conduct can anticipate all ethical situations
that may confront you. When you’re unsure of which decision is the right one, it’s
important that you know there is guidance available. Within our organization, we have
many Legal, Compliance, and Human Resources personnel who are trained to help
you reach the right decision, regardless of the circumstances. We also have our Ethics
Helpline, which can be accessed 24/7.
Please remember, employees who get results at the cost of legal violations, through
dishonest dealings or other unethical behavior, do more than just violate our
standards. They undercut our ability to create shareholder value and serve our
stakeholders by undermining our reputation.
Please don’t allow anything to compromise your commitment to integrity.
In closing, I ask each of you to join me in upholding the principles in our Code of Business
Conduct and Ethics.
It’s better under the umbrella®
TA B L E O F C O N T E N T S
P A G E4 Code of Conduct
5 . . . . . . . . . . . . . . . . . .u Introduction
6 . . . . . . . . . . . . . . . . . .u Reporting Concerns and Non-Retaliation
8 . . . . . . . . . . . . . . . . . .u Certification
12 . . . . . . . . . . . . . . . . . .u Antitrust, Competition and Fair Dealing
13 . . . . . . . . . . . . . . . . . .u Buying or Selling Securities
13 . . . . . . . . . . . . . . . . . .u Accuracy of Company Records and Finance-Related Reporting
14 . . . . . . . . . . . . . . . . . . u Privacy and Information
15 . . . . . . . . . . . . . . . . . .u Protection and Proper Use of Corporate Assets
16 . . . . . . . . . . . . . . . . . .u Disclosure of Crimes and Penalties
16 . . . . . . . . . . . . . . . . . .u Diversity and Fair Employment Practices
16 . . . . . . . . . . . . . . . . . .u Claim Handling
Enterprise Resources Contact List Brazil Canada Europe
I N T R O D U C T I O N
The Travelers Companies, Inc. and its subsidiaries (“Travelers” or the “Company”) expect all employees, officers and directors to act in accordance with the highest standards of personal and professional integrity and ethics in their work for the Company. Although Travelers operates in countries across the globe and local laws, regulations and customs vary, Travelers’ commitment to conducting business according to the highest standards of ethical conduct transcends jurisdictional boundaries. This Code of Business Conduct and Ethics (“Code of Conduct”) provides principles for each of us to follow in the performance of our activities on behalf of Travelers. While no code can ever address every circumstance that might arise, this Code of Conduct provides a framework for sound ethical business decisions. It also constitutes our code of ethics under applicable rules of the Securities and Exchange Commission and The New York Stock Exchange.
The principles in this Code of Conduct are further supported and reinforced for employees, officers and directors by various Company policies and standards of conduct. These various policies and standards of conduct are separate from this Code of Conduct. Most of them can be accessed electronically through the Policies and Standards site available on each country’s inside page or through other means.
This Code of Conduct is not a contract of employment and does not convey employment rights or guarantee employment for any period of time.
The Code of Conduct applies to all employees, officers and directors of Travelers, and provides principles for each of us to follow in the performance of our activities on behalf of Travelers.
By adhering to this Code of Conduct and applicable laws, regulations and Company policies, you can help to ensure the long-term success of our organization.
The principles in this Code of Conduct are further supported and reinforced for employees, officers and directors by various Company policies and standards of conduct.
Reporting Concerns and Non-Retaliation You are expected to immediately report known or suspected violations of this Code of Conduct, Travelers policies or applicable laws and regulations.
Raising Ethical Concerns/Reporting Obligations
If you are aware of, or suspect, conduct that is unlawful or violates this Code of Conduct or Travelers policies, you are expected to immediately notify a member of senior management, Human Resources, the Chief Compliance Officer or Group General Counsel for your business area or location, or the enterprise Chief Ethics and Compliance Officer. Concerns about the Company’s financial statements, accounting, internal controls, auditing matters and public disclosures are expected to be immediately reported as well. (See the Accuracy of Company Records and Finance-Related Reporting section below.) Early identification and resolution of these issues is critical to maintaining Travelers’ strong relationships with its shareholders, regulators, customers, business partners and employees.
If you have questions or concerns related to your responsibilities with respect to this Code of Conduct or are unsure about the proper course of action in a particular situation, you should seek guidance from management, Human Resources, compliance personnel or Travelers’ internal legal counsel.
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If you are aware of, or suspect, conduct that is unlawful or violates this Code of Conduct or Travelers policies, notify a member of senior management, Human Resources, the Chief Compliance Officer or Group General Counsel for your business area or location, or the enterprise Chief Ethics and Compliance Officer.
Compliance with Laws, Rules and Regulations/Cooperation It is the Company’s policy to comply with all applicable laws, rules and regulations.
It is the Company’s policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each employee, officer and director to adhere to the requirements imposed by the laws, rules and regulations in every jurisdiction where the Company operates.
If there appears to be a conflict between this Code of Conduct and local laws, or if you have questions about interpretation of applicable laws, you should consult with your internal Travelers legal counsel. Generally, when there is a difference between this Code of Conduct and other policies that may apply to you, or between this Code of Conduct and the laws of the jurisdictions in which you conduct business, the more restrictive requirement will govern.
Where required by law or as directed by the Company, all employees, officers and directors are expected to cooperate with all Company, governmental and regulatory investigations. You should never take any action to improperly influence, coerce, manipulate or mislead the Company or any governmental or regulatory representative, or withhold relevant information from any of them. You are also expected to report to the Company any improper, coercive, manipulative or misleading actions by others during the course of any investigation by the Company or any governmental or regulatory body.
Notify
If you request when reporting a violation, everyeffort will be made to protect your identity; however, it may be impossible to keep your identity because of the demands of conducting a thorough investigation or because of legal requirements.
In addition, employees may ask questions, raise concerns and report existing or suspected non-compliance with applicable laws and regulations, this Code of Conduct or Travelers policies by filing a report through the Ethics Helpline. The Ethics Helpline is a telephone and web-based reporting system operated by an independent third party and is available 24/7. Employee reports to the Ethics Helpline may be made anonymously, and may be made in the local languages of the various jurisdictions in which we operate.
Nothing contained in this Code of Conduct or any other Travelers policy or agreement, is intended to prohibit or restrict employees from (i) filing a complaint with, making disclosures to, communicating with or participating in an investigation or proceeding conducted by any governmental agency (including the United States Equal Employment Opportunity Commission and the Securities and Exchange Commission); (ii) pursuing legal rights related to their employment with the Company: or (iii) engaging in activities protected by applicable laws or regulations. Notwithstanding, Travelers does not authorize the waiver of, or disclosure of information covered by, the attorney-client privilege or attorney work product doctrine or any other privilege or protection belonging to Travelers.
Contacting Travelers’ Ethics and Compliance Office
You may contact Travelers’ enterprise Ethics and Compliance Office, located in the United States, by:
• Calling the enterprise Chief Ethics and Compliance Officer, Christine Kalla, directly at 860.277.1231
• Calling Travelers Ethics Helpline (a toll-free number available 24/7 in multiple languages) at:
– 866.782.1441, if in the United States – See the Appendix or your country’s inside page, if outside the United States
• Emailing [email protected]
• Submitting a report to the Ethics Helpline website at travelers.ethicspoint.com
• Mailing Chief Ethics and Compliance Officer Travelers 385 Washington Street Saint Paul, MN 55102-1396 U.S.A.
• Faxing 877.307.6082
Non-Retaliation
The Company is committed to fostering an ethical, productive and respectful work environment where employees feel comfortable raising concerns. The Company strictly prohibits retaliation or harassment of any form in response to reports
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Employees may ask questions, raise concerns and report existing or suspected non-compliance with applicable laws and regulations, this Code of Conduct or Travelers policies by filing a report through the Ethics Helpline. Report
made or concerns raised in good faith. “Good faith” does not mean that the report or concern raised must be correct, but it does require that individuals making reports or raising concerns believe that they are providing truthful information.
Additional Responsibilities for Managers
Managers are expected to demonstrate the highest ethical standards and promote the Company’s commitment to compliance. Specifically, the Company expects its managers to:
• Lead by example by conducting business according to the highest ethical standards.
• Respond to questions their employees may have regarding responsibilities under this Code of Conduct and other Travelers policies.
• Create a work environment where employees feel comfortable raising concerns by encouraging open communications, building trust, resolving issues promptly and upholding Travelers’ policy against retaliation.
• If an employee notifies you of potential or known violations of applicable laws and regulations, this Code of Conduct or Travelers policies, you are, in turn, expected to notify a member of senior management, Human Resources, the Chief Compliance Officer or Group General Counsel for your business area or location, or the enterprise Chief Ethics and Compliance Officer.
Certification All employees, officers and directors are required to certify annually that they (1) understand and agree to comply with the Code of Conduct; (2) understand the various reporting channels through which concerns may be raised at Travelers, including the Ethics Helpline; (3) understand that they are expected to report any existing or potential violation of applicable laws and regulations, the Code of Conduct or Travelers policies; and (4) have not violated any provisions of the Code of Conduct.
In addition, employees and officers are required as a condition of continued employment to separately certify annually as to their compliance with other Company policies, and may be required as a condition of continued employment to complete training programs and certifications related to the Code of Conduct and other Company policies.
Certification to the Code of Conduct signifies, among other things, that you understand and agree to comply with the Code of Conduct.
Conflicts of Interest A conflict of interest occurs when an individual’s private interests interfere – or even appear to interfere – with the interests of the Company.
A conflict of interest occurs when an individual’s private interests interfere – or even appear to interfere – with the interests of the Company. All employees, officers and directors are expected to avoid any situation that involves a conflict of interest between personal and professional relationships. For example, a conflict of interest may arise as a result of outside activities, certain financial investments or when you or members of your family receive, or anyone on your behalf receives, improper personal benefits as a result of a business relationship with Travelers. You have an ongoing
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You have an ongoing obligation to disclose an actual or potential conflict of interest at the time it arises and have an ongoing duty to supplement disclosures as circumstances dictate.
Disclose
obligation to disclose an actual or potential conflict of interest at the time it arises and have an ongoing duty to supplement disclosures as circumstances dictate
A. Outside Activities
An outside activity, whether for profit or not for profit, by employees and officers of Travelers may be prohibited if the outside activity conflicts with the interests of the Company. Employees and officers may not accept or hold any outside position working for or providing goods or services to any competitor, business partner or customer of the Company, or to the Company itself, without the authorization of the enterprise Chief Ethics and Compliance Officer or his/her designee. This includes self-employment.
If you are engaged in an activity outside the Company, you should adhere to the following guidelines unless otherwise authorized by the enterprise Chief Ethics and Compliance Officer or his/her designee:
• You should not perform work related to the outside activity during Company work hours or use Company information or resources for your outside activity, except as permitted by Company policy. For example, you should not make or receive telephone calls, or send or receive email, related to your outside activity during your Company work hours unless such activities constitute occasional inconsequential personal use.
• You should not attempt to promote or sell products or services from any outside employment to your Travelers co-workers or to the Company itself.
• You should not perform work that may adversely affect your judgment, objectivity or conduct in your work for Travelers.
• In the context of your outside activity, you should not suggest or imply that you represent Travelers, including, without limitation, using your Travelers email or contact information.
B. Financial Investments
The Company respects the right of its employees, officers and directors to manage their investments and does not wish to interfere with their personal financial opportunities. At the same time, if you have or a family member has a substantial personal financial interest in a competitor or business partner of the Company, such a financial interest may raise conflict issues, depending on your position at Travelers, your influence on purchasing decisions, the amount of the investment, and the importance of the business relative to Travelers or the other entity. You should consult with the enterprise Chief Ethics and Compliance Officer in the event that you have questions concerning the application of this provision.
C. Receipt of Gifts (Including Meals and Entertainment)
In your capacity as an employee, officer or director, you may accept a non-cash gift, including a meal or entertainment, that:
(1) is reasonable in value,
(2) is a part of the normal business process,
(3) is lawful,
(4) is given or accepted infrequently,
(5) cannot be construed as a bribe or payoff, or as an attempt to influence you, and
(6) reflects good taste and judgment.
For purposes of this Code of Conduct, “gifts” include tangible objects, prizes from drawings, entertainment (e.g., sporting or other tickets and golf or other recreational activities), meals, refreshments, transportation, lodging, charitable contributions made on your behalf, or any other items, regardless of value.
Except with the authorization of the enterprise Chief Ethics and Compliance Officer or his/her designee, you should not accept gifts that do not meet these standards and you may never accept gifts of cash, gift cards, gift certificates, securities or other cash equivalents given to you in your capacity as an employee, officer or director. Gifts or other honoraria received for speaking at events are also subject to these rules.
Additionally, without the authorization of the enterprise Chief Ethics and Compliance Officer or his/her designee, you may not request, and may not allow an immediate family member or anyone on your behalf to request, gifts or preferential services or treatment from anyone engaged in or seeking a business relationship with Travelers.
Further clarification as to whether a particular gift meets the above guidelines may be addressed to the enterprise Chief Ethics and Compliance Officer directly or via the Ethics Helpline. The enterprise Chief Ethics and Compliance Officer or his/her designee may authorize acceptance of a gift outside of these guidelines that is then given to charity to avoid embarrassing a customer or business associate so long as it is clear that the gift was not given to influence you in your role with the Company or for any other improper purpose.
Individual business units and jurisdictions may have more restrictive policies with respect to the acceptance of gifts. Employees are expected to become familiar with those policies as well.
D. Giving of Gifts (Including Meals and Entertainment)
The Company’s policy governing the giving of gifts (as defined in the preceding section, and including Travelers logo items, such as umbrellas) varies based on the identity of the recipient.
Appropriate gifts may be offered to customers and others seeking a business relationship with Travelers by employees authorized to do so and consistent with the limitations set forth below and business unit and expense reimbursement policies. Generally, the same rules
that apply to the receipt of gifts also apply to the giving of gifts to non-government officials and employees. You may give a gift that:
(1) is reasonable in value,
(2) is part of the normal business process,
(3) is lawful,
(4) is given or accepted infrequently,
(5) cannot be construed as a bribe or payoff, or as an attempt to influence the recipient of the gift, and
(6) reflects good taste and judgment.
However, the ability to provide gifts to government officials is strictly limited by Travelers policies and the law. Many countries, including the United States (and its states and local jurisdictions), have laws restricting and, in some cases prohibiting, gifts that may be provided to government officials and employees. The provision of gifts and other things of value, regardless of monetary value, to government officials (federal, state, provincial or local) is strictly prohibited unless specifically permitted by a Travelers policy or pre-approved in writing by the enterprise Chief Ethics and Compliance Officer or his/her designee. “Government officials” is a broadly defined concept and includes, without limitation, any person employed by or representing a government (or department, agency or instrumentality of a government or a government board or commission), insurance and other regulators, officials of political parties, candidates for government offices and officials of public international organizations.
In certain circumstances, the giving of gifts of even a nominal value may present a potential conflict of interest or, in extreme
cases, may constitute bribery, and must be avoided. (See the Anti-Bribery and Anti-Corruption section below.)
Individual business units and jurisdictions may have more restrictive policies with respect to the giving of gifts. Employees are expected to become familiar with those policies as well.
E. Personal Relationships
As an employee, officer or director of Travelers, you may not use your position or influence to impact a business decision that places Travelers’ interest secondary to your own personal interests or those of a relative or someone with whom you have a close personal relationship. This includes exercising control over personnel decisions, claim outcomes, underwriting decisions or the selection or management of a vendor, in any case in which you have an interest, without the authorization of the enterprise Chief Ethics and Compliance Officer or his/her designee.
F. Charitable Requests
You may not contact Travelers’ vendors or customers with whom you interact in your capacity as an employee, officer or director of Travelers to solicit money, goods or a pledge of services for a charitable organization unless connected with a Travelers initiative or unless you have received authorization from the enterprise Chief Ethics and Compliance Officer or his/her designee.
G. Corporate Opportunities
Employees, officers and directors owe a duty to the Company to advance the Company’s business interests when the opportunity to do so arises. Except with authorization from the enterprise Chief Ethics and Compliance Officer or his/her designee, employees, officers and directors are prohibited from personally taking
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The provision of gifts and other things of value to government officials is strictly prohibited unless specifically permitted by a Travelers policy or pre-approved in writing by the enterprise Chief Ethics and Compliance Officer or his/her designee.
Pre-Approve
Anti-Bribery and Anti-Corruption As a representative of the Company, you are prohibited from directly or indirectly engaging in any form of bribery or corruption. You must not seek to influence the judgment of any government official or any other person by promising, offering or giving anything of value (e.g., money, loans or inappropriate gifts).
Bribery and corruption are wholly inconsistent with the Company’s core values and Travelers has instituted policies, procedures and internal controls for complying with anti-bribery and anti-corruption laws. The Company strictly prohibits any promise, offer, or the provision of anything of value to any government official (as defined in the Conflicts of Interest/Giving of Gifts section above) or any other person for the purpose of improperly obtaining or retaining business, influencing action or obtaining any form of improper benefit. “Anything of value” is a broad concept that includes, without limitation, financial or other advantages, such as cash payments, loans, inappropriate gifts, travel, lodging, services, amenities, employment opportunities and internships, charitable donations and tickets to sporting and other events.
Payments made indirectly through a consultant, broker, agent, attorney, contractor or other third party are subject to the same restrictions, and it is your obligation to understand what such a party is doing on the Company’s behalf.
(or directing a third party to take) a corporate opportunity that is identified through the use of Company property, information or other assets, or the individual’s position at, or work with, the Company. In addition, except with authorization from the enterprise Chief Ethics and Compliance Officer or his/her designee, employees, officers and directors are prohibited from using Company property, information and assets or their Company position for personal gain or to compete with the Company.
H. Government Service
There may be occasions where employees, officers and directors will seek to – or will be asked to – serve in national, federal, state/ provincial or local government. Such service may subject the Company, and the individual serving, to obligations and restrictions, and may present a conflict of interest.
Employees, officers and directors are required, in most circumstances, to obtain advance written authorization from the enterprise Chief Ethics and Compliance Officer or his/her designee when seeking to serve in national, federal, state/provincial or local government. This applies not only to elected and appointed offices, but to service at any level of government, including serving on or advising boards and commissions, as well. Additionally, given that certain jurisdictions may place restrictions and obligations on the Company when certain family members of Company employees, officers and directors serve in national, federal, state/provincial or local government, notice to the enterprise Chief Ethics and Compliance Officer or his/her designee is generally expected in these situations as well. Additional guidance on authorization and notification requirements related to you and your family members’ government service may be found in Travelers’ policies regarding government service and anti-money laundering, as applicable.
Prohibited Requesting and receiving bribes, kickbacks and other improper payments is strictly prohibited.
In addition, Travelers strictly prohibits the giving of any gift or anything of value to government officials (federal, state, provincial, local) unless specifically permitted by a Travelers policy or preapproved in writing by the enterprise Chief Ethics and Compliance Officer or his/her designee. Thus, you should not give, offer or promise anything of value to a government official or such official’s family members without first confirming that doing so is permissible under a Travelers policy or obtaining proper authorization from the enterprise Chief Ethics and Compliance Officer or his/her designee.
Requesting and receiving bribes, kickbacks and other improper payments is also strictly prohibited.
Additionally, sound business practices and applicable anti-bribery and anti-corruption laws require the Company to keep records that accurately and fairly reflect our transactions and maintain a system of internal accounting controls that provide reasonable assurances that transactions are properly recorded and executed in accordance with management’s authorization.
All employees, officers and directors, no matter where they are located, are required to comply with the United States Foreign Corrupt Practices Act, in addition to all other applicable anti-bribery and anti-corruption laws, which may include, without limitation, the United Kingdom Bribery Act 2010, the Canadian Corruption of Foreign Public Officials Act and the Brazilian Anti-Corruption Law, all of which may be supplemented and amended from time to time.
For information on avoiding bribery and corruption, refer to the policies available electronically on the Policies and Standards site available on each country’s inside page or through other means.
Antitrust, Competition and Fair Dealing Travelers employees, officers and directors are encouraged to compete vigorously in the marketplace; however, the Company’s business affairs are expected to be conducted in a fair and lawful manner.
Travelers employees, officers and directors are encouraged to compete vigorously in the marketplace; however, the Company’s business affairs are expected to be conducted in a fair and lawful manner. Travelers expects all employees, officers and directors to become familiar with antitrust and competition guidelines and to comply with all laws and regulations that promote fair and open competition among companies in all countries where the Company does business and to deal fairly with the Company’s customers, suppliers, competitors and employees. Travelers will not engage in activity that has the effect of unlawfully limiting competition.
Travelers is subject to antitrust laws designed to preserve competition across industries and to protect consumers from unfair business arrangements and practices. The laws vary across jurisdictions, but generally prohibit activities that unreasonably inhibit or restrain competition, create a monopoly, abuse a dominant market position, artificially raise or maintain prices, or otherwise illegally hinder or disrupt normal commerce.
Many situations could create the potential for anti-competitive conduct and are expected to be avoided. These include:
• Proposals from competitors to share or set prices or to allocate markets or customers.
• Requests by customers, potential customers, competitors or brokers for Travelers to purposefully submit high quotes or for Travelers to join in a boycott of certain customers.
All forms of anti-competitive or deceptive conduct or unfair advantage through manipulation, concealment, collusion or misrepresentation of material facts are strictly prohibited.
Fair
• Discussions with competitors, for example at industry trade association meetings, on competitively sensitive topics, such as pricing, costs and/or marketing strategies.
• Suggestions to Travelers customers that failing to do business with one of Travelers’ business segments could jeopardize business with another Travelers’ business segment.
All forms of anti-competitive or deceptive conduct or unfair advantage through manipulation, concealment, collusion or misrepresentation of material facts are strictly prohibited.
Questions concerning antitrust implications should be referred to your internal Travelers legal counsel or the enterprise Chief Ethics and Compliance Officer before taking any action.
Buying or Selling Securities Insider trading and the sharing of material, non-public information is against Company policy and may be illegal.
Trading in the stock or securities of a company, such as Travelers, by an employee, officer or director who is aware of material, non-public information may constitute “insider trading,” which is both illegal and against Company policy. Information is “material” if a reasonable investor would consider such information important in a decision to buy, hold or sell the securities. Information is non-public until it has been broadly disclosed to the marketplace (such as through a public filing with the Securities and Exchange Commission or the issuance of a press release) and the marketplace has had time to absorb the information.
The sharing of material, non-public information with any person (called “tipping”) other than another employee, officer or director, or a representative of or advisor to the Company, in each case who needs to know the information to perform their duties, is against Company policy and may also be illegal.
Questions about the propriety of any transaction in the Company’s or any other company’s stock, bonds or other securities should be directed to the Corporate Secretary or the General Counsel before undertaking the transaction.
Accuracy of Company Records and Finance-Related Reporting Our records must accurately and fairly reflect, in reasonable detail, the Company’s assets, liabilities, revenues and expenses.
Travelers’ financial information and statements are prepared in compliance with generally accepted accounting principles and statutory accounting practices and procedures. Our records must accurately and fairly reflect, in reasonable detail, the Company’s assets, liabilities, revenues and expenses.
The records, data and information owned, used and managed by Travelers must be accurate and complete. All employees, officers
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If you have a concern about the integrity or objectivity of the Company’s financial statements or any other public disclosures made by the Company, or the quality or effectiveness of the Company’s system of internal controls, you are expected to report that concern immediately.
Integrity
and directors are personally responsible for the integrity of the information, reports and records under their control. Making false or misleading statements to anyone, or asking someone else to do so, including to internal or external auditors, Travelers counsel, other Travelers employees or regulators may be a criminal act that may result in severe penalties. You should never withhold or fail to communicate information that should be brought to the attention of higher level management, and you should never ask someone to withhold or fail to communicate such information.
You must never take, directly or indirectly, any action to coerce, manipulate, mislead or fraudulently influence the Company’s internal or external auditors in the performance of their audit or review of the Company’s financial statements.
If you have a concern about the integrity or objectivity of the Company’s financial statements or any other public disclosures made by the Company, or the quality or effectiveness of the Company’s system of internal controls, you are expected to report that concern immediately. You should report the concern to the enterprise Chief Ethics and Compliance Officer or the Chief Financial Officer for your location. You may also provide notification by calling the Ethics Helpline. (See the Appendix for contact information.)
In addition, you may communicate any concern about Travelers’ accounting, internal controls or auditing matters directly to the Board of Directors, the non-employee Directors or the Audit Committee (parent company or, if outside the United States, local Audit Committee, if applicable). With respect to communicating such concerns in Canada, you may also contact the Chief Agent (where applicable) and/or external auditor. Communications by employees regarding accounting, internal controls or auditing matters may be made on an anonymous basis.
To (1) contact the Board of Directors of Travelers (Attn: Chair of the Board), (2) report concerns about Travelers’ accounting, internal accounting controls or auditing matters or other concerns to the Audit Committee (Attn: Lead Independent Director or Chair of the Audit Committee), (3) communicate with the non-employee members of the Board of Directors as a group (Attn: Chair of the Nominating and Governance Committee) or (4) communicate with Travelers’ management (Attn: Chief Executive Officer), mail correspondence to the following address:
The Travelers Companies, Inc. c/o Corporate Secretary 385 Washington Street Saint Paul, MN 55102-1396 U.S.A.
You may have additional reporting obligations under your local policies. These separate policies are available through the Policies and Standards site available on each country’s inside page or through other means.
Privacy and Information Access to information withinCompany systems or obtained from third parties is provided for authorized business purposes only.
In the course of your employment or affiliation with Travelers, you may have access to information about the Company,its current or prospective employees, customers, insureds, agents, claimants, suppliers and vendors or current or prospective business
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Any suspected oractual loss, theft or misuse of dfasf Information or inappropriate system access should be immediately reported to the enterprise Chief Ethics and Compliance Officer or his/her designee.
partners. Employees, officers and directors are expected to maintain the sadfasdfdsf of all such information, except when disclosure is authorized by the Company or required by law, regulation, or legal or judicial process.
asdf information asdfa Information”) generally includes non-public information such as: internal informationabout Travelers’ business, such as financial, sales, marketing,claim, technical and business information, including profit and loss statements, business/marketing strategy and trade secrets; client, customer, policyholder, insured person, claimant, vendor, consultant and agent information, including personal information such as social security numbers and medical information; legal advice obtained; product and system information; and any compilation of this information or employee information obtained as part of your responsibilities at Travelers.
Access to asdfa Information within Company systems or obtained from third parties is provided for authorized business purposes only and is to be accessed only by individuals with legitimate business reasons to know about or have access tothe information.
You are expected to take precautionary measures to safeguard all asdf Information. You may not disclose asdfasdf Information to any unauthorized person, including otherTravelers employees. You should take steps to ensure that, to the extent asdfsdaf Information is transmitted,transported, filed, stored or disposed of, it is done so by meansdesigned to prevent unauthorized disclosure of, or access to,such information. You are expected to protect asdfasdf Information from misuse, using the information only to the extent necessary to perform your assigned responsibilities. Your obligation to safeguard adsfasdf Information extendsto all situations in which you may use such information,including when you are away from work or working remotely.
Any suspected or actual loss, theft or misuse of asdfasf Information or inappropriate system access should be immediately reported to the enterprise Chief Ethics and Compliance Officer or his/her designee.
Additional information regarding asdfadsf information, data breach, privacy and systems use is available electronically through the Policies and Standards site available on each country’s inside page or through other means.
Protection and Proper Use of Corporate Assets Safeguarding the assets of the Company and its customers and vendors is a personal responsibility of all employees, officers and directors.
All employees, officers and directors are responsible for personally safeguarding the tangible and intangible assets of the Company and its customers and vendors that are under their control. Company assets may only be used for legitimate business purposes and may not be used for personal benefitor for any purpose which may compete with the business ofthe Company absent authorization from the enterprise ChiefEthics and Compliance Officer or his/her designee. Suchassets include intellectual property, sdfasdf Information,electronic resources, physical property and services.Intellectual property is an important asset of the Companythat provides the Company a competitive advantage in themarketplace, and includes patents, copyrights, trademarks/branding and certain types of asdfasdf Information (including trade secrets). For additional information regarding the protection of the Company’s intellectual property, refer to the policies available electronically on the Policies and Standards site on each country’s inside page or through other means.
Upon termination of your employment or affiliation with the Company, you are required to return all Company property, including, without limitation, all Company identification cards, keys, credit cards, computers, cellular telephones, intellectual property, and asdfadsf Information (in all forms, whether electronic, in paper or any other medium).
Travelers allows its employees, officers and directors to make occasional inconsequential personal use of its resources (such as use of Company telephones to receive or make limited personal telephone calls), provided that such use complies with legal and ethical requirements and with all applicable Company policies. You are expected to use good business judgment when you are using these resources. Information and communication systems, such as computer systems and the information accessible through these systems, are valuable company assets for which individual users are responsible, whether the assets are used in a company office, at home or in any other location.
Disclosure of Crimes and Penalties In certain jurisdictions, Travelers is, by law, prohibited from employing or engaging persons convicted of certain crimes, or subject to certain civil or regulatory penalties. In addition, there may be legal or regulatory restrictions concerning criminal convictions that may hinder your ability to obtain or retain a license or regulatory approval required for your position. Accordingly, you may be required to notify the Company of certain criminal offenses. For information regarding these notification obligations, refer to the policies available electronically on the Policies and Standards site on each country’s inside page or through other means.
Diversity and Fair Employment Practices Travelers believes that diversity in our staff is important to our success, and we seek to recruit, develop and retain the most talented people from a diverse candidate pool.
In addition, we are fully committed to equal employment opportunity and compliance with the full range of fair employment practice and nondiscrimination laws in place in the countries in which we do business. The Company provides equal employment opportunity to all employees and applicants
for employment free from unlawful discrimination based on race, color, religion, gender, gender identity, age, national origin, disability, veteran status, marital status, sexual orientation, genetic information or any other status or condition protected by law.
Claim Handling Travelers’ policy is to handle claims fairly by paying what we owe and following the terms of the applicable insurance policies and all claim handling standards contained in the applicable statutes and regulations. Claim personnel are expected to act promptly and in good faith when handling claims. In addition, all instances of suspected fraud will be investigated and reported to the proper authorities.
Policies While not part of this Code of Conduct, the Company’s other policies and standards of conduct, which may differ by business area and jurisdiction, are developed to support and reinforce the principles set forth in this Code of Conduct. These various separate policies and standards can be assessed electronically through the Policies and Standards site available on each country’s inside page or through other means.
Crime
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You may be required to notify the Company of certain criminal offenses. For information regarding these notification obligations, refer to the policies available electronically on the Policies and Standards site on each country’s inside page or through other means.
Violations All Company employees, officers and directors are expected to understand and comply with the principles set forth in this Code of Conduct. Violations of certain provisions of this Code of Conduct (e.g., Buying or Selling Securities; Anti-Bribery and Anti-Corruption; and Antitrust, Competition and Fair Dealing) may result in severe penalties, sanctions and other consequences being imposed on the Company. Violating as well as encouraging others to violate this Code of Conduct, the Company’s policies, or applicable laws and regulations, may result in disciplinary action. Disciplinary action may include immediate termination of your employment or relationship with the Company.
Furthermore, you will be held personally responsible for any improper or illegal acts you commit during your relationship with the Company. You may also be held responsible for the action or inaction of others if you knew about, should have known about, or encouraged their misconduct. Your activities may also be reported to, or otherwise reviewed by, regulators and other authorities, which could result in criminal or civil penalties, including imprisonment.
Exceptions and Authority The enterprise Chief Ethics and Compliance Officer is responsible for interpreting and applying the Code of Conduct in specific situations in which questions may arise. The enterprise Chief Ethics and Compliance Officer may grant exceptions to, or waivers of compliance with, certain provisions of the Code of Conduct in appropriate circumstances. Any employee who believes that a situation may warrant such an exception or waiver should contact the enterprise Chief Ethics and Compliance Officer. Any waiver of compliance with the Code of Conduct for executive officers or directors of the Company will be made via written request to and approved only by the Board of Directors of the Company or a committee of the Board of Directors. Any such waivers of compliance granted by the Board of Directors or any of its committees will be promptly disclosed in accordance with applicable rules and regulations.
Any authority granted in this Code of Conduct to the enterprise Chief Ethics and Compliance Officer shall be deemed to be granted to the General Counsel as well. In no event, however, may any person grant an exception or make an interpretation as to himself or herself.
Violating as well as encouraging others to violate this Code of Conduct, the Company’s policies, or applicable laws and regulations, may result in disciplinary action, including immediate termination of your employment or relationship with the Company.
Disciplinary Action
I certify that: I have reviewed, understand and agree to comply with the contents of
The Travelers Companies, Inc. (and its subsidiaries) Code of Business Conduct and Ethics.
I understand that the Company has many channels through which concerns may be raised, including an Ethics Helpline.
I understand that I am expected to report any existing or potential violation of the Code of Business Conduct and Ethics, Travelers policies and/or applicable laws and regulations.
To the best of my knowledge, I have not violated any provisions of the Code of Business Conduct and Ethics.
H O N E S T Y. I N T E G R I T Y. A C C O U N TA B I L I T Y.
Enterprise Resources Chief Ethics and Compliance Officer Christine Kalla +1 860.277.1231
Corporate Secretary Wendy Skjerven +1 651.310.6748
General Counsel Kenneth Spence +1 651.310.8699
Brazil Compliance Manager Eduardo de Andrade +55 413.281.9155
General Counsel Cristiane Gritsch +55 413.281.9206
Canada Chief Compliance Officer Jennifer Drost +1 416.601.4410
General Counsel Jordan Solway +1 416.350.2762
Europe General Counsel and Head of Compliance John Abramson +44 203.207.6409
Ethics Helpline Ethics Helpline Telephone Numbers
1 866.782.1441 (United States)
travelers.ethicspoint.com
C O N T A C T L I S T
Appendix
travelers.com
The Travelers Indemnity Company and its property casualty affiliates. One Tower Square, Hartford, CT 06183
This material does not amend, or otherwise affect, the provisions or coverages of any insurance policy or bond issued by Travelers. It is not a representation that coverage does or does not exist for any particular claim or loss under any such policy or bond. Coverage depends on the facts and circumstances involved in the claim or loss, all applicable policy or bond provisions, and any applicable law. Availability of coverage referenced in this document can depend on underwriting qualifications and state regulations.
© 2016 The Travelers Indemnity Company. All rights reserved. Travelers and the Travelers Umbrella logo are registered trademarks of The Travelers Indemnity Company in the U.S. and other countries. CP-16659 Rev. 6-16
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