SCOTTISH RE GROUP LIMITED CORPORATE GOVERNANCE
CODE OF ETHICS
ADOPTED FEBRUARY 10, 2004
INTRODUCTION:
This Code of Ethics is established pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, which requires that Scottish Re Group Limited (“Scottish Re”) to establish a code of ethics to applicable to its executive officers and senior financial officers, including but not limited to, the Chief Financial Officer and those persons performing similar functions (the "Executive Officers").
The Executive Officers should note that simply complying with the law or following widespread business practices may not be enough to comply with this Code of Ethics. It is therefore very important that the Executive Officers read and understand this Code of Ethics. If any Executive Officer has a question regarding this Code of Ethics, then such Executive Officer should contact Scottish Re's General Counsel. If any Executive Officer has information, concerns, or suspicions regarding any illegal or unethical conduct, then such Executive Officer should immediately contact the General Counsel or Chief Executive Officer (“CEO”) and the Audit Committee of the Board of Directors.
PURPOSE:
The purpose of this Code of Ethics is to deter wrongdoing and to promote:
(1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
(2) full, fair, accurate, timely, and understandable disclosure in the periodic reports required to be filed by Scottish Re and in Scottish Re's public communications;
(3) compliance with applicable governmental laws and regulations;
(4) the prompt internal reporting of violations of this Code of Ethics to an appropriate person or persons identified in this Code of Ethics; and
(5) accountability for adherence to this Code of Ethics.
This Code of Ethics must be applied by the Executive Officers in good faith and with reasonable business judgment to enable Scottish Re to achieve its operating and financial goals within the framework of the law.
A. Ethical Standards of Conduct
The Executive Officers must follow the accounting rules and controls set forth by the SEC and the Financial Accounting Standards Board. The Executive Officers must also comply with the obligations set out in the Sarbanes-Oxley Act of 2002.
Each Executive Officer is responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports filed by Scottish Re with the SEC. Accordingly, all account books, budgets, project evaluations, expense accounts and other papers utilized in maintaining business records must accurately report the matters to which they relate. All assets and liabilities of Scottish Re must be carefully and properly set forth in Scottish Re's financial records. Scottish Re's outside accountants must be given full access to all information of Scottish Re necessary for them to properly conduct any audit of Scottish Re or any subsidiary or division of Scottish Re.
No Executive Officer shall conceal a mistake in Scottish Re's financial reporting. All such mistakes must be fully disclosed and corrected as promptly as possible. Falsification of any Company record is strictly prohibited and will result in instant dismissal and possibly criminal charges being laid.
No Executive Officer may request or be granted a loan or payroll advance from Scottish Re. All Executive Officers must comply with all applicable securities laws and Scottish Re's Insider Trading Policy.
The Executive Officers must strive to apply high ethical, moral and legal principles in every aspect of their business dealings with other employees within the Scottish Re group of companies, the public, the business community, stockholders, customers, suppliers and governmental and regulatory authorities. All Executive Officers must avoid any activities that would involve Scottish Re in any practice that is not in compliance with this Code of Ethics.
Any Executive Officer who does not adhere to such standards and restrictions is acting outside the scope of his or her employment. Scottish Re will not excuse any violation of this Code of Ethics by an Executive Officer even if the violation was specifically requested or directed by another Executive Officer.
Only the Board or the Audit Committee can authorize a waiver of this Code of Ethics.
Each Executive Officer must alert the General Counsel or the CEO and the Audit Committee, whenever an illegal, dishonest, or unethical act is discovered or suspected by an Executive Officer. No Executive Officer will be penalized by Scottish Re for reporting his or her discovery of such acts or for reporting suspicions of such acts provided that such Executive Officer is not a party to or responsible (alone or with others) for such acts.
Conflicts of interests are to be avoided by the Executive Officers. A conflict of interest exists if an Executive Officer's actions are, or could reasonably appear to be, influenced, directly or indirectly, by personal considerations or by actual or potential personal benefit or gain. If a conflict of interest is unavoidable it must be disclosed at the earliest opportunity. Conflicts of interests can arise with respect to financial and business interests, investments, relationships with suppliers, and the offering of prizes, samples, gifts, gratuities or incentives.
B. Administration of this Code of Ethics
This Code of Ethics shall be administered as follows:
1. Responsibility for Administration
The Audit Committee of the Board of Directors (the "Ethics Administrator") shall be responsible for interpreting and administering this Code of Ethics.
2. Scope of this Code of Ethics
As deemed necessary, the General Counsel shall make recommendations to the Audit Committee to ensure that (i) this Code of Ethics conforms to applicable law, (ii) this Code of Ethics meets or exceeds industry standards, and (iii) any weaknesses in this Code of Ethics or any other policy of Scottish Re are revealed through monitoring, auditing, and reporting systems are eliminated or corrected.
3. Monitoring and Auditing
The information developed by Scottish Re's independent accountants in performing their audit engagement shall be made available to the Audit Committee as a means of monitoring compliance with this Code of Ethics.
4. Reporting System
Any suspected violation of this Code of Ethics shall be promptly reported to the General Counsel or CEO and the Audit Committee.
5. Investigation of Violations
If Scottish Re receives information regarding an alleged violation of this Code of Ethics, then the Audit Committee or its designee shall:
(1) evaluate such information as to gravity and credibility;
(2) if necessary, initiate an informal inquiry or a formal investigation with respect thereto:
(3) if appropriate, prepare a written report of the results of such inquiry or investigation, including recommendations as to the disposition of such matter;
(4) if appropriate, make the results of such inquiry or investigation available to the public (including disciplinary action); and
(5) if appropriate, recommend changes to this Code of Ethics that they deem necessary or desirable to prevent similar violations of this Code of Ethics.
6. Disciplinary Measures
The Audit Committee or its designee shall enforce this Code of Ethics through appropriate disciplinary actions. The disciplinary actions include counseling, oral or written reprimands, warnings, probations or suspensions (with or without pay), demotions, reductions in salary, terminations of employment, and restitution.
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