/Users/andrea/_magisterarbeit/korpus/clean/testkorpus/25/file21.html NN ----------------------------------------- : Investor NP Relations NPS HomeManagement NP TeamBoard NP of IN DirectorsStock NP InformationFinancial NP FundamentalsPress NP RoomEarnings NP EstimatesAnalyst NP CoverageAnnual NP ReportsSupplemental NP Financial NP InformationSEC NP FilingsPresentationsAudio NP ArchivesFAQsCalendar NP of IN EventsEmail NP AlertsInformation NP Request NN Corporate JJ Governance NN Code NP of IN Conduct NP Highlights VVZ Management NP Team NP Board NP of IN Directors NPS Committee NP Composition NN and CC Charters NP Code NP of IN Conduct NP Code NP of IN Conduct NP PHILADELPHIA NP CONSOLIDATED JJ HOLDING NN CORP NP . SENT CODE NN OF IN CONDUCT NN Code NP of IN Conduct NP Quicklinks NP Introduction NN Definitions NNS General NP Guidelines NNS Procedures NNS for IN Disclosures NNS Financial NP Reporting NP Waivers NNS Responsibilities NNS for IN Compliance NN Consequences NNS of IN Violations NNS Disclosure NN Certification NN INTRODUCTION NN The DT Board NP of IN Directors NPS of IN Philadelphia NP Consolidated NP Holding NP Corp NP . SENT has VHZ developed VVN and CC adopted VVN this DT Code NP of IN Conduct NP this DT Code NP to TO promote VV . SENT Honest JJ and CC ethical JJ conduct NN , , including VVG the DT ethical JJ handling NN of IN actual JJ or CC apparent JJ conflicts NNS of IN interests NNS between IN personal JJ and CC professional JJ relationships NNS . SENT Full JJ , , fair JJ , , accurate JJ timely JJ and CC understandable JJ disclosure NN in IN Philadelphia NP Consolidated NP Holding NP Corp NP . SENT s PP annual JJ and CC quarterly JJ reports NNS and CC in IN other JJ public JJ communications NNS made VVN by IN Philadelphia NP Consolidated NP Holding NP Corp NP . SENT . SENT The DT prompt JJ internal JJ reporting NN to TO an DT appropriate JJ person NN or CC persons NNS identified VVN in IN this DT Code NP of IN violations NNS of IN this DT Code NP . SENT Compliance NN with IN applicable JJ governmental JJ laws NNS , , rules NNS and CC regulations NNS . SENT and CC This DT Code NP applies VVZ to TO all DT directors NNS , , officers NNS and CC employees NNS of IN Philadelphia NP Consolidated NP Holding NP Corp NP . SENT and CC its PP$ subsidiaries NNS , , including VVG , , but CC not RB limited JJ to TO , , the DT chief JJ executive NN officer NN , , the DT chief JJ financial JJ officer NN , , the DT principal JJ accounting NN officer NN and CC controller NN of IN Philadelphia NP Consolidated NP Holding NP Corp NP . SENT , , and CC persons NNS performing VVG similar JJ functions NNS these DT persons NNS are VBP collectively RB referred VVN to TO as IN the DT Senior NP Financial NP Officers NNS . SENT Please UH take VV the DT time NN to TO read VV this DT Code NP carefully RB , , since IN you PP are VBP responsible JJ for IN knowing VVG and CC understanding VVG its PP$ contents NNS . SENT If IN you PP need VVP more JJR information NN or CC have VH any DT questions NNS , , contact NN James NP J NP . SENT Maguire NP , , Jr NP . SENT at IN 610 CD 617 CD 7762 CD or CC jjmjr NN phlyins NNS . SENT com NN or CC Craig NP P NN . SENT Keller NP at IN 610 CD 617 CD 7684 CD or CC ckeller JJR phlyins NNS . SENT com NN . SENT Back RB to TO Top JJ I NN . SENT DEFINITIONS NNS Several JJ terms NNS in IN this DT Code NP have VHP special JJ meanings NNS . SENT These DT meanings NNS should MD be VB read VVN into IN those DT terms NNS wherever WRB they PP are VBP used VVN . SENT Company NN means VVZ Philadelphia NP Consolidated NP Holding NP Corp NP . SENT or CC any DT of IN its PP$ subsidiaries NNS . SENT Employee NN means NNS , , of IN course NN , , any DT employee NN , , including VVG an DT officer NN . SENT For IN the DT purposes NNS of IN this DT Code NP , , it PP also RB includes VVZ any DT member NN of IN a DT company NN board NN of IN directors NNS . SENT To TO make VV this DT Code NP easier RBR to TO follow VV , , the DT word NN you PP is VBZ often RB used VVN as IN a DT shorthand NN way NN of IN addressing VVG you PP as IN an DT employee NN of IN the DT Company NN . SENT Associate NP ordinarily RB means VVZ a DT member NN of IN your PP$ immediate JJ family NN for IN this DT purpose NN , , immediate JJ family NN means VVZ your PP$ spouse NN or CC any DT of IN you PP parents NNS , , grandparents NNS , , children NNS by IN blood NN or CC adoption NN , , grandchildren NNS , , siblings NNS , , brother NN or CC sister NN in IN law NN and CC son NN or CC daughter NN in IN law NN . SENT It PP also RB includes VVZ any DT organization NN in IN which WDT you PP or CC a DT member NN of IN your PP$ immediate JJ family NN holds VVZ a DT partnership NN interest NN or CC owns VVZ more JJR than IN 10 CD of IN any DT class NN of IN security NN . SENT Finally RB , , associate NN can MD refer VV to TO a DT trust NN of IN which WDT you PP are VBP a DT trustee NN , , or CC one CD in IN which WDT you PP or CC a DT member NN of IN your PP$ family NN has VHZ a DT beneficial JJ interest NN . SENT Back RB to TO Top NP II NP . SENT GENERAL JJ GUIDELINES NNS 1 CD . SENT Outside JJ Activities NNS A DT full JJ day's NNS work VVP for IN a DT full JJ day's NNS pay VVP is VBZ the DT expression NN most RBS often RB used VVN to TO describe VV employment NN as IN a DT two CD way NN relationship NN involving VVG a DT fair JJ exchange NN . SENT As IN part NN of IN this DT relationship NN , , all DT employees NNS are VBP expected VVN to TO give VV full JJ attention NN to TO Company NN responsibilities NNS . SENT Employment NN with IN an DT outside JJ business NN or CC trade NN organization NN may MD interfere VV with IN these DT responsibilities NNS or CC affect VV your PP$ performance NN of IN Company NN duties NNS . SENT Generally RB , , an DT employee NN of IN the DT Company NN should MD not RB accept VV any DT employment NN with IN any DT other JJ business NN or CC organization NN outside IN the DT Company NN . SENT In IN addition NN , , you PP should MD not RB pursue VV other JJ regular JJ activities NNS outside IN the DT Company NN that WDT will MD interfere VV with IN your PP$ responsibilities NNS or CC adversely RB affect VV your PP$ performance NN . SENT On IN the DT other JJ hand NN , , so RB long RB as IN your PP$ work NN related JJ obligations NNS are VBP met VVN , , the DT company NN has VHZ no DT interest NN in IN your PP$ outside JJ activities NNS . SENT The DT only JJ exceptions NNS to TO this DT are VBP when WRB particular JJ activities NNS such JJ as IN caring VVG for IN your PP$ own JJ personal JJ financial JJ interests NNS raise VVP questions NNS of IN conflict NN of IN interest NN treated VVN below RB and CC elsewhere RB in IN these DT guidelines NNS . SENT 2 LS . SENT Personal JJ Financial NP Interests NNS The DT Company NN expects VVZ that IN whenever WRB your PP$ position NN requires VVZ you PP to TO exercise VV judgement NN and CC discretion NN , , you PP will MD use VV your PP$ best JJS judgement NN in IN the DT interests NNS of IN the DT Company NN . SENT The DT duties NNS of IN most JJS employees NNS are VBP such JJ that IN personal JJ financial JJ interests NNS are VBP seldom RB if IN ever RB a DT consideration NN in IN the DT kinds NNS of IN judgements NNS they PP may MD be VB called VVN upon RP to TO make VV . SENT Some DT positions NNS , , however RB , , may MD involve VV responsibilities NNS that WDT could MD be VB influenced VVN , , consciously RB or CC unconsciously RB , , by IN personal JJ financial JJ interests NNS . SENT To TO avoid VV any DT conflict NN of IN interest NN , , or CC the DT appearances NNS of IN a DT conflict NN , , neither CC you PP nor CC any DT associate NN should MD have VH a DT direct JJ or CC indirect JJ investment NN in IN any DT business NN enterprise NN which WDT is VBZ doing VVG or CC seeking VVG to TO do VV business NN with IN the DT Company NN , , or CC which WDT is VBZ a DT competitor NN of IN the DT Company NN . SENT If IN you PP are VBP in IN a DT position NN to TO influence VV or CC to TO carry VV out RP the DT investment NN policy NN of IN the DT Company NN , , you PP and CC your PP$ associates NNS should MD avoid VV investment NN in IN any DT business NN enterprise NN in IN which WDT the DT Company NN has VHZ or CC is VBZ considering VVG making VVG an DT investment NN , , except IN for IN an DT interest NN up RB to TO 2 CD of IN the DT stock NN of IN a DT publicly RB owned VVN company NN . SENT These DT prohibitions NNS are VBP not RB intended VVN to TO preclude VV you PP from IN certain JJ types NNS of IN investment NN that IN , , from IN a DT common JJ sense NN point NN of IN view NN , , should MD not RB interfere VV with IN your PP$ impartial JJ best JJS judgement NN as IN an DT employee NN . SENT For IN example NN , , the DT fact NN that IN the DT Company NN must MD do VV business NN with IN the DT telephone NN company NN in IN order NN to TO operate VV should MD not RB preclude VV you PP or CC any DT associate NN from IN owning VVG common JJ stock NN of IN AT IN T NN , , with IN its PP$ hundreds NNS of IN thousands NNS of IN shareholders NNS . SENT Similarly RB , , your PP$ ownership NN of IN shares NNS of IN beneficial JJ interest NN in IN a DT mutual JJ fund NN , , which WDT from IN time NN to TO time NN may MD hold VV common JJ stock NN of IN suppliers NNS or CC competitors NNS of IN the DT Company NN , , will MD ordinarily RB raise VV no DT concern NN under IN these DT guidelines NNS . SENT Presumably RB you PP have VHP little RB or CC no DT control NN over IN the DT mutual JJ fund's NN investment NN decisions NNS and CC are VBP unlikely JJ to TO be VB influenced VVN by IN a DT minor JJ indirect JJ interest NN in IN only RB one CD of IN many JJ diversified JJ holdings NNS of IN the DT fund NN . SENT 3 LS . SENT Confidential JJ and CC Proprietary JJ Information NN During IN the DT course NN of IN your PP$ employment NN , , you PP may MD have VH knowledge NN of IN or CC practical JJ access NN to TO information NN with IN respect NN to TO the DT Company's NP business NN or CC the DT business NN or CC personal JJ affairs NNS of IN its PP$ customers NNS or CC employees NNS . SENT It PP is VBZ important JJ that IN such JJ information NN be VB treated VVN confidentially RB . SENT In IN addition NN , , recently RB enacted VVN privacy NN legislation NN imposes VVZ specific JJ legal JJ obligations NNS on IN the DT Company NN with IN respect NN to TO personal JJ information NN received VVN in IN connection NN with IN customers NNS insurance NN transactions NNS . SENT If IN your PP$ position NN is VBZ such JJ as RB to TO make VV you PP responsible JJ in IN any DT way NN for IN complying VVG with IN such JJ obligations NNS , , you PP are VBP to TO conscientiously RB adhere VV to TO the DT instructions NNS you PP receive VVP as RB essential JJ to TO the DT protection NN of IN customers NNS privacy NN and CC the DT integrity NN of IN the DT Company's NP dealings NNS with IN them PP . SENT Whether IN or CC not RB certain JJ information NN you PP have VHP as IN a DT result NN of IN your PP$ position NN is VBZ confidential JJ , , you PP are VBP not RB to TO use VV such JJ information NN in IN any DT way NN that WDT might MD be VB detrimental JJ to TO the DT interest NN of IN the DT Company NN or CC its PP$ employees NNS or CC customers NNS . SENT In IN addition NN , , you PP are VBP not RB to TO use VV any DT such JJ information NN , , unless IN it PP has VHZ already RB become VVN public JJ in IN a DT lawful JJ manner NN , , for IN your PP$ own JJ direct JJ or CC indirect JJ benefit NN , , or CC for IN the DT direct JJ or CC indirect JJ benefit NN of IN any DT associate NN or CC any DT other JJ recipient NN of IN the DT information NN . SENT With IN respect NN to TO confidential JJ information NN about IN the DT Company NN and CC its PP$ business NN , , you PP are VBP responsible JJ for IN maintaining VVG its PP$ confidentiality NN not RB only RB during IN your PP$ employment NN , , but CC also RB after IN any DT termination NN of IN employment NN . SENT The DT Company NN will MD pursue VV legal JJ remedies NNS available JJ to TO it PP to TO prevent VV any DT former JJ employee NN and CC or CC a DT subsequent JJ employer NN from IN benefiting VVG from IN confidential JJ information NN about IN the DT Company NN whose WP$ use NN is VBZ or CC may MD be VB detrimental JJ to TO the DT interests NNS of IN the DT Company NN . SENT 4 LS . SENT Corporate JJ Opportunities NNS You PP may MD not RB appropriate JJ , , for IN your PP$ own JJ or CC for IN any DT associate's JJ personal JJ profit NN or CC advantage NN , , any DT business NN venture NN , , opportunity NN , , or CC potential JJ opportunity NN that IN you PP discover VVP or CC develop VVP in IN the DT course NN of IN your PP$ employment NN and CC that DT is VBZ in IN any DT way NN related VVN to TO any DT business NN the DT Company NN is VBZ engaged VVN in IN or CC may MD intend VV to TO be VB engaged VVN in IN . SENT This DT includes VVZ any DT opportunity NN to TO profit VV from IN transactions NNS in IN the DT insurance NN industry NN or CC other JJ lines NNS of IN business NN engaged VVN in IN or CC planned VVN by IN the DT Company NN or CC business NN opportunities NNS which WDT you PP discover VVP during IN the DT course NN of IN your PP$ employment NN , , or CC through IN the DT use NN of IN Company NN property NN or CC information NN . SENT Also RB , , neither CC you PP nor CC any DT associate NN may MD directly RB or CC indirectly RB compete VV with IN the DT Company NN in IN the DT purchase NN or CC sales NNS of IN any DT property NN , , right RB , , or CC interest NN , , nor CC may MD you PP or CC any DT associate NN knowingly RB , , acquire VV , , directly RB or CC indirectly RB , , anything NN of IN probable JJ interest NN to TO the DT Company NN . SENT 5 LS . SENT Dealings NNS in IN Securities NPS of IN Business NP Enterprises NPS In IN addition NN to TO the DT ethical JJ considerations NNS involved JJ , , federal JJ law NN generally RB prohibits VVZ security NN transactions NNS based VVN on IN non JJ public JJ material NN information NN . SENT There EX are VBP few JJ hard JJ and CC fast JJ , , easy JJ to TO understand VV rules NNS in IN this DT area NN , , so RB where WRB there EX is VBZ doubt NN , , you PP should MD consult VV with IN the DT President NP of IN the DT Company NN . SENT In IN general NN , , the DT law NN applies VVZ to TO you PP and CC your PP$ associates NNS when WRB purchasing NN , , selling VVG , , or CC otherwise RB trading NN in IN the DT securities NNS of IN , , or CC any DT other JJ proprietary JJ interest NN or CC investment NN in IN , , the DT Company NN or CC any DT other JJ business NN enterprise NN . SENT You PP could MD be VB engaging VVG in IN any DT such JJ transaction NN for IN yourself PP or CC for IN the DT Company NN , , or CC an DT associate NN could MD be VB engaging VVG in IN any DT such JJ transaction NN in IN his PP$ or CC her PP$ own JJ behalf NN , , or CC for IN you PP . SENT In IN any DT such JJ situation NN , , the DT law NN prohibits VVZ , , and CC may MD impose VV civil JJ or CC criminal JJ liabilities NNS on IN you PP , , for IN engaging VVG in IN any DT such JJ transaction NN when WRB you PP or CC your PP$ associate NN is VBZ in IN possession NN of IN material NN , , non JJ public JJ information NN concerning VVG or CC affecting VVG such JJ business NN enterprise NN . SENT This DT includes VVZ , , without IN limitation NN , , information NN which WDT . SENT a DT relates VVZ in IN any DT way NN to TO the DT business NN or CC financial JJ condition NN , , present JJ or CC prospective JJ , , of IN such JJ business NN enterprise NN . SENT to TO its PP$ products NNS , , services NNS or CC facilities NNS , , whether IN presently RB available JJ or CC in IN the DT process NN of IN development NN . SENT to TO the DT market NN for IN its PP$ securities NNS . SENT or CC to TO the DT Company's NP investment NN intentions NNS with IN respect NN to TO such JJ enterprise NN , , and CC b NN has VHZ not RB been VBN made VVN generally RB known VVN to TO the DT public NN . SENT Each DT employee NN must MD comply VV with IN the DT Company's NP Policy NP relating VVG to TO Insider NP Trading NP in IN Company NP Securities NPS and CC Confidentiality NN of IN Information NP . SENT 6 CD . SENT Acceptance NP or CC Giving VVG of IN Gifts NNS , , Entertainment NP , , Loans NNS or CC Other JJ Favors NP The DT Company NN enters VVZ into IN contracts NNS for IN the DT purchase NN or CC sales NNS or CC products NNS and CC services NNS solely RB on IN the DT basis NN of IN the DT merits NNS involved VVN in IN each DT particular JJ situation NN . SENT All DT customers NNS and CC suppliers NNS should MD be VB treated VVN even RB handedly RB , , and CC all DT transactions NNS conducted VVN on IN an DT arms NNS length NN basis NN . SENT The DT receiving VVG or CC giving VVG of IN expensive JJ gifts NNS , , lavish JJ entertainment NN . SENT loans NNS or CC special JJ favors NNS that WDT may MD influence VV or CC give VV the DT appearance NN of IN influencing VVG this DT process NN is VBZ prohibited VVN . SENT The DT following VVG guidelines NNS are VBP applicable JJ . SENT Neither CC you PP nor CC any DT associate NN shall MD accept VV any DT offer NN of IN gifts NNS , , entertainment NN , , loans NNS or CC other JJ favors NNS by IN any DT enterprise NN or CC organization NN which WDT is VBZ doing VVG or CC seeking VVG to TO do VV business NN with IN the DT Company NN , , which WDT is VBZ a DT competitor NN of IN the DT Company NN , , or CC in IN which WDT the DT Company NN has VHZ or CC is VBZ considering VVG making VVG an DT investment NN . SENT The DT other JJ enterprises NNS or CC organizations NNS just RB referred VVD to TO include VV suppliers NNS , , insurance NN agencies NNS and CC brokers NNS , , and CC investment NN dealers NNS and CC brokers NNS . SENT The DT prohibition NN against IN accepting VVG certain JJ loans NNS does VVZ not RB apply VV to TO loans NNS made VVN in IN the DT ordinary JJ course NN of IN business NN from IN established JJ banking NN or CC financial JJ institutions NNS . SENT or CC policy NN loans NNS under IN existing VVG contracts NNS of IN life NN insurance NN , , on IN terms NNS no RB more RBR favorable JJ than IN generally RB available JJ in IN comparable JJ transactions NNS to TO persons NNS similarly RB situated VVN . SENT The DT prohibition NN against IN certain JJ gifts NNS and CC other JJ favors NNS does VVZ not RB apply VV where WRB the DT gift NN , , entertainment NN or CC other JJ favor NN is VBZ of IN such JJ nominal JJ value NN that IN it PP cannot NN be VB regarded VVN as IN placing VVG you PP under IN any DT obligation NN to TO the DT donor NN . SENT Without IN limiting VVG the DT generality NN of IN any DT of IN the DT foregoing JJ , , if IN you PP are VBP in IN a DT position NN of IN influence NN or CC to TO carry VV out RP the DT investment NN policy NN of IN the DT Company NN , , you PP should MD not RB accept VV allotments NNS of IN new JJ issues NNS on IN behalf NN of IN yourself PP or CC any DT associate NN , , directly RB or CC indirectly RB , , either CC from IN a DT person NN other JJ than IN your PP$ regular JJ broker NN or CC in IN amounts NNS in IN excess NN of IN what WP would MD be VB considered VVN normal JJ in IN the DT circumstances NNS . SENT You PP may MD give VV gifts NNS and CC favors VVZ to TO , , or CC entertain VV , , at IN Company NN expense NN only RB if IN you PP are VBP generally RB or CC specifically RB authorized VVD to TO do VV so RB , , and CC then RB only RB if IN such JJ gifts NNS , , favors NNS and CC entertainment NN meet VVP all DT of IN the DT following VVG criteria NNS . SENT They PP are VBP consistent JJ with IN accepted JJ business NN practices NNS , , They PP are VBP of IN sufficiently RB limited JJ value NN , , and CC in IN a DT form NN that WDT will MD not RB be VB construed VVN as IN a DT bribe NN or CC pay VV off RP , , They PP are VBP not RB in IN contravention NN of IN applicable JJ law NN and CC generally RB accepted VVD ethical JJ standards NNS , , and CC Public JJ disclosure NN of IN the DT facts NNS will MD not RB embarrass VV the DT Company NN . SENT Federal JJ law NN , , as RB well RB as IN certain JJ state NN statues NNS , , prohibit VVP the DT offer NN , , promise NN or CC gift NN of IN anything NN of IN value NN to TO an DT employee NN , , agent NN or CC official NN of IN the DT government NN , , if IN made VVN with IN an DT intent NN to TO influence VV such JJ individual NN within IN his PP$ her PP$ area NN of IN responsibility NN . SENT The DT giving NN of IN gifts NNS and CC favors VVZ to TO or CC the DT entertainment NN of IN such JJ individuals NNS , , even RB when WRB not RB technically RB prohibited VVN by IN law NN , , is VBZ strongly RB discourages VVZ as IN a DT matter NN of IN Company NN policy NN , , so RB that IN any DT appearance NN of IN impropriety NN may MD be VB avoided VVN . SENT 7 CD . SENT Relationships NNS With IN Competitors NNS In IN addition NN to TO tangible JJ property NN and CC resources NNS , , your PP$ knowledge NN of IN the DT Company NN and CC its PP$ business NN constitutes VVZ one CD of IN the DT Company's NP most RBS valuable JJ assets NNS . SENT To TO prevent VV misuse NN of IN this DT asset NN , , you PP may MD not RB render VV advice NN or CC service NN , , gratuitously RB or CC otherwise RB , , to TO any DT organization NN or CC individual NN engaged VVN in IN the DT same JJ or CC similar JJ business NN or CC research NN as IN the DT Company NN unless IN you PP are VBP authorized VVN to TO do VV so RB by IN the DT Company NN . SENT Even RB then RB , , you PP may MD do VV so RB only RB if IN clearly RB the DT advice NN or CC service NN rendered VVN cannot NN be VB used VVN to TO the DT detriment NN of IN the DT Company NN . SENT 8 CD . SENT Accurate JJ Books NPS and CC Records NPS The DT Federal NP Foreign NP Corrupt NP Practices NPS Act NP of IN 1977 CD FCPA NP requests NNS that IN the DT Company NN keep VV books NNS and CC records NNS that WDT , , in IN reasonable JJ detail NN , , accurately RB and CC fairly RB reflect VV its PP$ transactions NNS . SENT The DT Company NN must MD also RB maintain VV appropriate JJ systems NNS of IN internal JJ accounting NN control NN such JJ that IN . SENT Transactions NNS are VBP executed VVN in IN accordance NN with IN management's NNS general JJ or CC specific JJ authorization NN . SENT Transactions NNS are VBP recorded VVN as RB necessary JJ to TO permit VV preparation NN of IN financial JJ statements NNS in IN conformity NN with IN generally RB accepted VVN accounting NN principles NNS or CC any DT other JJ criteria NNS applicable JJ to TO such JJ statements NNS , , and CC to TO maintain VV accountability NN for IN assets NNS . SENT Access NN to TO assets NNS is VBZ permitted VVN only RB with IN management's NNS general JJ or CC specific JJ authorization NN . SENT and CC The DT recorded VVN accountability NN for IN assets NNS is VBZ compared VVN with IN the DT existing JJ assets NNS at IN reasonable JJ intervals NNS and CC appropriate JJ action NN is VBZ taken VVN with IN respect NN to TO any DT difference NN . SENT Compliance NN with IN these DT requirements NNS shall MD be VB in IN accordance NN with IN the DT following VVG guidelines NNS . SENT The DT use NN of IN any DT funds NNS or CC other JJ assets NNS . SENT or CC the DT providing VVG of IN any DT services NNS , , for IN any DT purpose NN which WDT is VBZ unlawful JJ under IN the DT laws NNS of IN the DT United NP States NPS , , any DT state NN thereof RB , , or CC any DT other JJ jurisdiction NN foreign JJ or CC domestic JJ is VBZ strictly RB prohibited VVN . SENT No DT undisclosed JJ or CC unrecorded JJ funds NNS or CC assets NNS shall MD be VB established VVN for IN any DT purpose NN . SENT No DT false JJ or CC artificial JJ entries NNS shall MD be VB made VVN in IN any DT books NNS or CC records NNS for IN any DT reason NN and CC no DT employee NN shall MD engage VV in IN any DT arrangement NN that IN results NNS in IN such JJ prohibited VVN act NN . SENT No DT payment NN shall MD be VB approved VVN or CC made VVN with IN the DT intention NN or CC understanding NN that IN it PP is VBZ to TO be VB used VVN for IN any DT purpose NN other JJ than IN that WDT described VVD by IN the DT document NN supporting VVG the DT payment NN . SENT Any DT employee NN having VHG information NN or CC knowledge NN as RB to TO a DT possible JJ violation NN of IN any DT of IN the DT above JJ provisions NNS or CC any DT other JJ instance NN of IN non JJ compliance NN with IN the DT requirements NNS of IN FCPA NP shall MD promptly RB report VV such JJ matter NN in IN confidence NN to TO their PP$ immediate JJ Supervisor NP or CC Department NP Manager NP . SENT Appropriate JJ management NN personnel NNS are VBP responsible JJ for IN the DT enforcement NN of IN and CC compliance NN with IN these DT guidelines NNS . SENT Persons NNS responsible JJ for IN enforcement NN and CC compliance NN shall MD be VB required VVN to TO certify VV that IN they PP fully RB understand VVP their PP$ responsibility NN to TO comply VV with IN the DT above JJ guidelines NNS and CC that IN , , to TO the DT best JJS of IN their PP$ knowledge NN and CC belief NN , , they PP have VHP within IN the DT past JJ year NN complied VVN with IN such JJ guidelines NNS . SENT Persons NNS unable JJ to TO so RB certify VV shall MD disclose VV any DT possible JJ instance NN of IN non JJ compliance NN by IN reporting VVG it PP in IN writing VVG in IN full JJ detail NN to TO their PP$ immediate JJ Supervisor NP or CC Department NP Manager NP . SENT Back RB to TO Top NP III NP . SENT PROCEDURES NNS FOR IN DISCLOSURES NNS The DT following NN procedures NNS are VBP established VVN to TO provide VV for IN disclosure NN of IN any DT material NN interest NN , , affiliation NN or CC activity NN on IN the DT part NN of IN any DT employee NN that IN conflicts NNS with IN , , is VBZ likely JJ to TO conflict NN with IN , , or CC may MD appear VV to TO conflict NN with IN , , the DT official JJ duties NNS of IN such JJ employee NN , , Company NN policy NN , , or CC the DT guidelines NNS stated VVN in IN this DT Code NP of IN Business NP Conduct NP . SENT 1 LS . SENT On IN an DT annual JJ basis NN , , after IN each DT calendar NN year NN end NN , , questionnaires NNS will MD be VB sent VVN by IN the DT Personnel NP Department NP to TO each DT director NN , , officer NN , , manager NN , , and CC key JJ professional JJ employee NN of IN the DT Company NN in IN order NN to TO elicit VV disclosure NN of IN possible JJ conflicts NNS of IN interest NN . SENT 2 LS . SENT A DT questionnaire NN will MD also RB be VB sent VVN to TO each DT new JJ director NN , , officer NN , , manager NN , , or CC key JJ professional JJ employee NN upon IN becoming VVG an DT employee NN . SENT 3 LS . SENT A DT questionnaire NN , , obtainable JJ from IN the DT Personnel NP Department NP , , shall MD be VB submitted VVN by IN any DT such JJ person NN with IN respect NN to TO any DT conflict NN of IN interest NN or CC prospective JJ conflict NN of IN interest NN situation NN not RB previously RB reported VVN . SENT 4 LS . SENT All DT questionnaires NNS shall MD first RB be VB reviewed VVN by IN the DT Compensation NN Committee NP . SENT This DT Committee NP may MD take VV such JJ action NN as IN it PP deems VVZ appropriate JJ to TO correct VV any DT conflict NN of IN interest NN it PP finds VVZ to TO exist VV . SENT The DT Committee NP shall MD annually RB submit VV a DT report NN of IN its PP$ activities NNS to TO the DT Company NP Board NP of IN Directors NPS as RB well RB as IN to TO the DT appropriate JJ standing NN committee NN or CC officer NN s PP , , as IN the DT case NN may MD be VB , , of IN each DT subsidiary NN , , for IN the DT latter's NNS further RBR reporting VVG to TO such JJ subsidiary's NNS Board NP of IN Directors NPS . SENT 5 LS . SENT All DT information NN disclosed VVN in IN the DT questionnaires NNS shall MD be VB treated VVN on IN a DT confidential JJ basis NN , , except IN to TO the DT extent NN necessary JJ for IN the DT protection NN of IN the DT Company's NP interest NN . SENT 6 CD . SENT Employees NNS not RB subject JJ to TO this DT disclosure NN procedure NN that WDT is VBZ employees NNS other JJ than IN directors NNS , , officers NNS , , managers NNS , , and CC key JJ professional JJ employees NNS are VBP not RB thereby RB excused VVN from IN observance NN for IN this DT Code NP of IN Business NP Conduct NP in IN every DT respect NN . SENT At IN his PP$ her PP$ own JJ discretion NN , , any DT such JJ employee NN may MD request VV and CC complete VV a DT questionnaire NN on IN a DT voluntary JJ basis NN as IN a DT means NN of IN obtaining VVG review NN of IN the DT propriety NN of IN a DT discloses VVZ set VVN of IN facts NNS and CC circumstances NNS . SENT Whether IN or CC not RB you PP are VBP required VVN to TO complete VV the DT annual JJ questionnaire NN , , you PP are VBP encouraged VVN to TO consult VV with IN your PP$ manger NN or CC the DT President NP of IN the DT Company NN before IN entering VVG into IN transactions NNS , , relationships NNS , , or CC associations NNS where WRB the DT potential NN for IN conflict NN of IN interest NN exists VVZ . SENT Back RB to TO Top NP IV NP . SENT FINANCIAL JJ REPORTING NN As IN a DT public JJ company NN it PP is VBZ of IN critical JJ importance NN that IN the DT filings NNS of IN Philadelphia NP Consolidated NP Holding NP Corp NP . SENT PCHC NN with IN the DT Securities NPS and CC Exchange NP Commission NP and CC other JJ public JJ disclosures NNS be VB accurate JJ and CC timely JJ . SENT Depending VVG on IN his PP$ or CC her PP$ position NN with IN the DT Company NN , , an DT employee NN may MD be VB called VVN upon RP to TO provide VV information NN to TO assure VV that IN PCHC's NP public JJ reports NNS are VBP complete JJ , , fair JJ and CC understandable JJ . SENT The DT Company NN expects VVZ all DT of IN its PP$ personnel NNS to TO take VV this DT responsibility NN very RB seriously RB and CC to TO provide VV prompt JJ and CC accurate JJ answers NNS to TO inquiries NNS related VVN to TO PCHC's NP public JJ disclosure NN requirements NNS . SENT Senior JJ Financial NP Officers NNS have VHP the DT primary JJ responsibility NN for IN ensuring VVG that IN the DT disclosure NN in IN PCHC's NP periodic JJ reports NNS is VBZ full JJ , , fair JJ , , accurate JJ , , timely JJ and CC understandable JJ . SENT Therefore RB , , Senior NP Financial NP Officers NNS are VBP required VVN to TO familiarize VV themselves PP with IN the DT disclosure NN requirements NNS applicable JJ to TO PCHC NP as RB well RB as IN the DT business NN and CC financial JJ operations NNS of IN PCHC NP . SENT Senior JJ Financial NP Officers NNS are VBP responsible JJ for IN adequately RB supervising VVG the DT preparation NN of IN the DT financial JJ disclosures NNS in IN the DT periodic JJ reports NNS required VVN to TO be VB filed VVN by IN PCHC NP . SENT In IN the DT performance NN of IN their PP$ duties NNS , , Senior NP Financial NP Officers NNS and CC other JJ Company NN employees NNS are VBP prohibited VVN from IN knowingly RB misrepresenting VVG facts NNS . SENT A DT Company NN employee NN will MD be VB considered VVN to TO have VH knowingly RB misrepresented VVD facts NNS if IN he PP or CC she PP knowingly RB 1 CD makes NNS , , or CC permits VVZ or CC directs VVZ another DT to TO make VV , , materially RB false JJ or CC misleading JJ entries NNS in IN an DT entity's JJ financial JJ statements NNS or CC records NNS . SENT 2 CD fails VVZ to TO correct VV materially RB false JJ and CC misleading JJ financial JJ statements NNS or CC records NNS . SENT 3 CD signs NNS , , or CC permits VVZ another DT to TO sign VV , , a DT document NN containing VVG materially RB false JJ and CC misleading JJ information NN . SENT or CC 4 CD falsely RB responds VVZ , , or CC fails VVZ to TO respond VV , , to TO specific JJ inquiries NNS of IN the DT Company's NP internal JJ or CC external JJ auditors NNS . SENT Back RB to TO Top JJ V NN . SENT WAIVERS NNS The DT Company NN expects VVZ that IN all DT of IN its PP$ directors NNS , , officers NNS and CC employees NNS will MD strictly RB adhere VV to TO this DT Code NP . SENT Notwithstanding IN the DT foregoing JJ , , there EX may MD be VB special JJ circumstances NNS under IN which WDT the DT Company NN may MD elect VV to TO waive VV a DT particular JJ provision NN of IN this DT Code NP for IN a DT limited JJ purpose NN . SENT Waivers NNS of IN this DT Code NP for IN any DT employee NN of IN the DT Company NN other JJ than IN executive JJ officers NNS or CC directors NNS of IN PCHC NP may MD only RB be VB made VVN by IN the DT Chief NP Executive NP Officer NP of IN PCHC NP . SENT Any DT waiver NN of IN this DT Code NP for IN executive JJ officers NNS or CC directors NNS of IN PCHC NP may MD only RB be VB made VVN by IN the DT Board NP of IN Directors NPS of IN PCHC NP and CC must MD be VB promptly RB disclosed VVN to TO the DT stockholders NNS of IN PCHC NP and CC to TO appropriate JJ regulators NNS , , if IN and CC as RB required VVN by IN applicable JJ law NN or CC rules NNS of IN the DT Nasdaq NP Stock NP Market NP or CC other JJ self NN regulatory JJ organization NN then RB applicable JJ to TO the DT Company NN . SENT For IN the DT purposes NNS of IN this DT section NN of IN the DT Code NP , , the DT term NN executive NN officer NN shall MD mean VV those DT officers NNS covered VVN in IN Rule NP 16 CD a DT 1 CD f SYM under IN the DT Securities NPS Exchange NP Act NP of IN 1934 CD , , as RB amended VVN . SENT Back RB to TO Top NP VI NP . SENT RESPONSIBILITIES NNS FOR IN COMPLIANCE NN Where WRB a DT director NN , , officer NN , , or CC employee NN believes VVZ or CC determines VVZ that IN an DT actual JJ , , potential JJ , , or CC apparent JJ violation NN of IN this DT Code NP exists VVZ he PP or CC she PP must MD promptly RB report VV it PP in IN writing NN , , on IN an DT anonymous JJ basis NN if IN so RB desired VVN , , to TO PCHC's NP Director NP of IN Internal NP Audit NP , , who WP reports VVZ directly RB to TO the DT Audit NP Committee NP of IN the DT Board NP of IN Directors NPS of IN PCHC NP . SENT Complaints NNS will MD be VB promptly RB investigated VVN by IN the DT Director NP of IN Internal NP Audit NP or CC , , in IN the DT case NN of IN actual JJ , , potential JJ or CC apparent JJ violations NNS involving VVG accounting NN or CC auditing NN matters NNS , , another DT duly RB appointed VVN delegatee NN of IN the DT Audit NP Committee NP pursuant JJ to TO the DT Audit NP Committee's NP written JJ procedures NNS . SENT Complaints NNS and CC questions NNS may MD also RB be VB directed VVN to TO the DT Audit NP Committee NP or CC its PP$ designees NNS . SENT Full JJ and CC timely JJ disclosure NN of IN the DT facts NNS will MD help VV meet VV your PP$ responsibilities NNS under IN this DT Code NP and CC will MD enable VV the DT Company NN to TO maintain VV the DT highest JJS ethical JJ standards NNS . SENT No DT officer NN , , director NN , , or CC employee NN will MD be VB discharged VVN , , threatened VVN , , or CC discriminated VVN or CC retaliated VVN against IN because IN the DT person NN or CC someone NN else RB acting VVG on IN his PP$ or CC her PP$ behalf NN makes VVZ a DT good JJ faith NN disclosure NN concerning VVG another DT officer NN , , director NN , , or CC employee NN . SENT Officers NNS , , directors NNS and CC employees NNS are VBP obliged VVN to TO cooperate VV with IN investigations NNS into IN Code NP violations NNS and CC must MD always RB be VB truthful JJ and CC forthcoming JJ in IN the DT course NN of IN any DT such JJ investigations NNS . SENT Any DT director NN , , officer NN or CC employee NN who WP has VHZ a DT good JJ faith NN belief NN that IN he PP or CC she PP has VHZ been VBN harassed VVN , , discharged VVN , , threatened VVN , , discriminated VVN against IN or CC otherwise RB retaliated VVD against IN because IN of IN a DT disclosure NN of IN securities NNS law NN violations NNS or CC fraudulent JJ activity NN in IN violation NN of IN this DT Code NP , , or CC because IN of IN assistance NN in IN an DT investigation NN , , should MD promptly RB bring VV his PP$ or CC her PP$ complaint NN of IN retaliation NN to TO the DT attention NN of IN the DT Director NP of IN Internal NP Audit NP or CC the DT Audit NP Committee NP of IN PCHC NP in IN the DT case NN where WRB you PP reasonably RB believe VVP that IN the DT Director NP of IN Internal NP Audit NP is VBZ involved VVN in IN the DT retaliation NN . SENT The DT Director NP of IN Internal NP Audit NP or CC the DT Audit NP Committee NP or CC a DT duly RB appointed VVN designee NN thereof RB will MD have VH authority NN to TO investigate VV any DT such JJ claim NN of IN retaliation NN and CC , , if IN retaliation NN has VHZ occurred VVN , , to TO promptly RB recommend VV corrective JJ action NN . SENT Back RB to TO Top NP VII NP . SENT CONSEQUENCES NNS OF IN VIOLATIONS NNS Violations NNS of IN any DT provision NN of IN this DT Code NP , , including VVG retaliation NN against IN someone NN who WP has VHZ made VVN a DT complaint NN of IN a DT violation NN or CC any DT clear JJ infraction NN of IN applicable JJ laws NNS or CC of IN recognized VVN ethical JJ business NN standards NNS , , which WDT are VBP not RB covered VVN by IN this DT Code NP , , may MD result VV in IN disciplinary JJ action NN , , including VVG termination NN of IN employment NN or CC other JJ relationship NN with IN the DT Company NN . SENT In IN addition NN , , certain JJ violations NNS could MD result VV in IN the DT imposition NN of IN civil JJ and CC or CC criminal JJ sanctions NNS . SENT Illegal JJ actions NNS on IN the DT part NN of IN persons NNS covered VVN by IN this DT Code NP may MD be VB reported VVN to TO the DT appropriate JJ authorities NNS . SENT Back RB to TO Top JJ CONFIDENTIAL JJ Code NP of IN Conduct NP Disclosure NN Certification NN Intending VVG to TO be VB legally RB bound VVN hereby RB , , I PP certify VV that IN I PP have VHP read VVN and CC reviewed VVN the DT Code NP of IN Conduct NP of IN Philadelphia NP Consolidated NP Holding NP Corp NP . SENT , , and CC Subsidiaries NNS and CC fully RB understand VV my PP$ responsibility NN to TO comply VV with IN the DT guidelines NNS stated VVD herein RB . SENT To TO the DT best JJS of IN my PP$ knowledge NN and CC belief NN , , neither CC I PP nor CC any DT of IN my PP$ Associates NNS has VHZ any DT interest NN or CC connection NN , , or CC has VHZ within IN the DT past JJ year NN engaged VVN in IN any DT activity NN , , which WDT might MD conflict NN with IN the DT Company's NP interests NNS or CC be VB in IN violation NN of IN such JJ guidelines NNS , , except IN as RB indicated VVN by IN check NN mark NN in IN one CD or CC more JJR of IN the DT boxes NNS below RB . SENT The DT foregoing JJ statement NN is VBZ true JJ , , without IN exception NN Except IN as RB previously RB reported VVD by IN me PP in IN writing VVG to TO the DT Company NN Except IN as RB reported VVN in IN full JJ detail NN on IN a DT separate JJ sheet NN attached VVN to TO this DT letter NN Date NN Signature NN Name NN Back RB to TO Top JJ