USAA Code of Business Ethics and Conduct Inspiring Trust 220510-0418
Letter From Stuart 2 Our members trust USAA because we re committed to unquestionable ethics and compliance. That commitment rests with you and me as we live by our core values and The USAA Standard. As we serve our members and each other, we must always embody service, loyalty, honesty and integrity in everything we do. USAA s Code of Business Ethics and Conduct, our Code, is one of the tools guiding our commitment to these shared values. We re each expected to know this Code and use it to guide the way we conduct ourselves. Please keep it close and refer to it often. If you ever encounter a situation that s not in line with these shared values, listen to your inner compass and speak up. If possible, talk with your manager first or contact Enterprise Ethics, Employee Relations or the Employee Experience team. You can also share concerns anonymously through the Ethics Matters Helpline. I know I can count on you to do the right thing and preserve our reputation as one of the world s most trusted and respected business institutions. Thank you for your dedication to USAA. Respectfully, Stuart Parker Chief Executive Officer Letter From Stuart
Our Core Values of Service, Loyalty, Honesty, and Integrity reflect the values of the military and our membership and form the foundation on which we perform our work and conduct ourselves. 3
Table of Contents 4 I. Introduction: Our Code and USAA...5 i. Why We Have a Code...5 ii. Who is Required to Follow the Code...5 iii. Additional Responsibilities for Managers...6 II. Integrity: Our Commitment to Doing the Right Thing...7 i. Seeking Advice and Reporting Concerns...7 ii. Office of Ethics...7 iii. Ethics Matters Helpline...8 iv. Whistleblower Procedures...8 v. Non-Retaliation....8 vi. Investigation of Reports...8 vii. Disciplinary Action...8 III. Service: Our Commitment to Each Other...9 i. Discrimination and Harassment...9 ii. Building Strong Communities...10 iii. Charitable and Volunteer Activities...10 IV. Honesty: Our Commitment to Our Stakeholders.......... 11 i. Conflicts of Interest... 11 ii. Entertainment, Favors and Gifts...12 iii. Confidential Information...13 iv. Protecting Company Assets...13 v. Social Media...14 V. Loyalty: Our Commitment to the Marketplace...15 i. Financial Integrity...15 ii. Fair Interactions with our Members and Third Party Partners...16 iii. Representing USAA... 16 iv. Insider Trading... 16 v. Anti-Bribery/Anti-Corruption Laws...16 vi. Competition Laws...17 VI. Go/Ethics...18 i. Office of Ethics: Contact Information...18 ii. Ethics Quick Test...18 Table of Contents
Introduction: Our Code and USAA 5 At USAA, we are dedicated to the financial well-being of our members and their families. We do this by upholding the highest standards and ensuring that our corporate business activities and individual employee conduct reflects good judgment, common sense, and is consistent with our core values of Service, Loyalty, Honesty and Integrity. In doing this, we continue to foster a culture of trust with our members, coworkers, and community. Why We Have a Code Our Code and our values provide a foundation for protecting USAA s reputation, which is built on a legacy of unwavering commitment to ethical behavior and serving the needs of our members. However, our reputation and the privilege of serving our members can be easily lost. Our Code guides employees in adhering to the highest standards of ethics and professional conduct in day-to-day business operations, as well as in interactions with our stakeholders, including members, employees, and the communities, governments and businesses with which we are affiliated. While our Code provides general guidance, it does not cover every circumstance you may encounter. If you are ever unsure of the proper course of action, seek guidance before acting. To do so, contact your manager or any of the resources listed on page 7 of this Code. Who is Required to Follow the Code As USAA employees, we each have a responsibility to: Honor our core values and act with honesty and integrity. Comply with all applicable laws and regulations in performing our duties. Be familiar with the Code, follow it and seek help when you have a question. Report ethics violations and misconduct in accordance with USAA s core values and cooperate fully with USAA investigations. Encourage other employees to comply with this Code by your words and actions. Complete an annual certification of compliance to our Code. In addition, we expect our suppliers and contractors and others who do business on our behalf to conduct USAA-related business activities in compliance with the standards set forth in our Code, as well as any other applicable laws and regulations. Introduction
6 Additional Responsibilities for Managers As a USAA Manager, Director, or member of Executive Management, you are expected to: Model ethical conduct and encourage other employees to comply with this Code by your words and actions. Ensure employees understand the behavior expected of them, and that they comply with our Code, policies, procedures, and applicable laws and regulations. Promote an environment where employees feel comfortable asking questions, seeking advice and reporting concerns. Refer matters you are unable to resolve to the appropriate resource. Ensure either you or the employee reports violations of our Code to the Office of Ethics or another resource listed on page 7 of this Code. #1 Yesterday, my supervisor asked me to do something that violates our Code. I m not sure what to do. This is a difficult situation for any employee. You have a responsibility to comply with our Code, even if your supervisor asks you to do otherwise. No one not even your supervisor has the authority to tell you to do something illegal or unethical. Talk to someone else in management or contact your Employee Relations Representative, the Ethics Office or report your concern anonymously thorough the Ethics Matters Helpline. Introduction
Integrity: Our Commitment to Doing the Right Thing 7 Seeking Advice and Reporting Concerns We understand that sometimes the choices we face are difficult, and many decisions seem to fall into gray areas. If you face an ethical dilemma, ask yourself the following questions: Is the action legal? Does it feel like it is the right thing to do? Is it consistent with USAA s core values and policies? Would I feel comfortable with family members or friends reading about it on the Internet? Would I feel comfortable allowing the situation to continue? Would I be treating others as I would want to be treated? If you answer No to any of these questions or you re not sure, seek guidance from your manager, the Office of Ethics, a member of the Employee Relations team, an Ethics Facilitator, or anonymously through the Ethics Matters Helpline. Speak up. Ask Questions. Then do the right thing. USAA only hires the best employees and we trust your judgment. If something doesn t feel or seem right, your intuition is probably telling you to talk with your manager. They are often in the best position to understand the situation you face. If your manager is unable to help or if you are uncomfortable discussing your concern with them, you have several resources available to you. To ask a question or share a concern, contact any of the following: the Office of Ethics, a member of the Employee Relations team, an Ethics Facilitator, or anonymously through the Ethics Matters Helpline. Office of Ethics The Office of Ethics is responsible for administering the Ethics Program. To contact the Office of Ethics, you can: Contact a staff member of the Office of Ethics E-mail ethics@usaa.com Mail a letter to: USAA Office of Ethics P.O. BOX 692292 San Antonio, TX 78269-2292 Contact the Ethics Matters Helpline: Phone - U.S. 855-208-8583 - Germany 0800-225-5288, then 855-208-8583 - United Kingdom: - (C&W) 0-500-89-0011, then 855-208-8583 - (British Telecom) 0-800-89-0011, then 855-208-8583 Web portal: www.usaaethicsmatters.ethicspoint.com Integrity
8 Ethics Matters Helpline The Ethics Matters Helpline is your helpline to ask ethics related questions or confidentially raise genuine concerns about a potential violation of our Code or other policies. It is available 24 hours a day, seven days a week and is a toll-free call. If necessary, translation services are available. If you prefer an alternative, you may report your concern through the Helpline s web portal at www.usaaethicsmatters.ethicspoint.com. Although we encourage you to identify yourself to assist us in effectively addressing your concern, you may choose to remain anonymous. To ensure your anonymity, the Helpline is operated by a third party and does not have caller ID or any other device that can trace the number from which you are calling, or the computer from which you are accessing the portal. You will be given a unique identification code and password to check back for updates or follow up with an Ethics Advisor, even if you choose to remain anonymous. Please remember that detailed information will be required to conduct investigations of wrongdoing so we ask you to be as specific as possible when making a report. Whistleblower Procedures USAA has adopted whistleblower procedures for the receipt, retention and treatment of complaints received by USAA regarding accounting, internal controls, or auditing matters related to one or more USAA Investment Fund(s). For more information please contact the Chief Ethics Officer or General Counsel. If you would like to report a concern anonymously, please contact the Ethics Matters Helpline. Non-Retaliation At USAA, we do not tolerate any form of retaliation against anyone who makes a good faith report of potential misconduct or helps with an investigation. Acting in good faith means that, to your knowledge, you are making an honest and complete report. We want you to be free to seek guidance or report concerns without fear of retaliation, secure in the knowledge that you did the right thing in coming forward. If you believe you or someone else has experienced retaliation, you should contact Employee Relations, the Employee Experience Office, or the Office of Ethics immediately. Anyone engaged in retaliation against an employee for any reason will be subject to disciplinary action, up to and including termination. For more information, see our Open Door Policy. Investigation of Reports USAA is committed to taking all reports seriously. All issues are documented and, if appropriate, investigated. Each of us has a responsibility to cooperate fully with all USAA investigations. Appropriate action is taken based on the investigation findings. If you would like more information, please refer to the Ethics Reporting Process on the Ethics section of Connect. Disciplinary Action Anyone who violates our Code or who knowingly permits another to do so may be subject to disciplinary action, up to and including termination. #2 I observed a situation that I suspect violates our Code or policies, but I m not certain. Should I report the matter? Yes. You are not only expected, but required to report any known or suspected violations right away. You will not experience retaliation for making a report in good faith, regardless of whether your report is supported or validated. Reporting in good faith doesn t mean that you have to be right. It simply means that you are making an honest and complete report. Integrity
Service: Our Commitment to Each Other 9 We build trusting relationships through our commitment to treating our fellow employees, members, suppliers, contractors and business partners with dignity and respect. We strive to avoid engaging in any activity or conduct on or off the job that could harm USAA or distract us from serving the needs of our members or the company. Discrimination and Harassment We are committed to providing employees with a work environment free of discrimination and harassment. If you are subject to or observe harassment or discrimination, you are obligated to report the issue to your manager, Employee Relations, Diversity, the Office of Ethics, the Employee Experience Office, or the Ethics Matters Helpline. Please see our Equal Employment Opportunity, Affirmative Action, and Harassment Prevention Policy for more information. #3 How do I know if I m being harassed? At USAA, we prohibit harassment, including jokes, gestures, visual displays, or other inappropriate comments or actions based on legally protected characteristics. Non-USAA workers, vendors, members, and anyone else conducting business with USAA are also prohibited from engaging in such behavior. If you feel that you may have experienced or witnessed harassment, you should immediately bring your concern to one or more resources that are available to you, including your manager, Employee Relations, Diversity, the Employee Experience Office, or the Office of Ethics. If you are concerned about making a report, you may make an anonymous report through the Ethics Matters Helpline either by phone or online. Keep in mind you will be protected from retaliation for making a good faith report. #4 My co-worker sometimes forwards emails containing offensive material to a few people on our team. Is this ok, since only a few people receive the messages and we re all friends? No. Even though the emails are only sent to a small group, any email containing offensive content is inappropriate and will not be tolerated at USAA. Such emails also violate USAA s Acceptable Use of Internet and Electronic Communication Policy and may be considered harassment. If you receive such an email, you should immediately report the matter to your manager or any of the resources listed on page 7 of this Code. Service
10 Building Strong Communities USAA and its employees are dedicated to serving our members as well as our communities. Together we give back in ways that provide essential services for families in need, help students succeed, and serve military and veterans groups. By doing so, we help change lives for the better. Charitable and Volunteer Activities USAA encourages you to get involved and make a difference in your local community. You may participate in community activities as a private citizen, using your own time and money for causes you care about (such as your church, your children s school, or the non-profit agency of your choice). Make sure your involvement in community activities is not prohibited by other USAA policies or suggestive of anything improper. Do not use, without specific authorization, USAA funds or resources to help promote any charitable cause, political party or candidate. Please remember that all volunteer activities take place on your own personal time. You may also participate in USAA volunteer programs that promote team-building and a significant community impact. In addition, USAA provides opportunities for employees to come together and contribute financially to help address needs within our local communities through events such as the Bowlathon, the United Way Campaign, and Season of Sharing. Service
Honesty: Our Commitment to our Stakeholders 11 Conflicts of Interest Conflicts of interest occur when our personal interests interfere with or influence or could appear to interfere with or influence our ability to act in the best interests of USAA and its members. We must strive to conduct ourselves in a manner that avoids conflicts of interest with employees, members and suppliers real or perceived. Conflicts can occur when accepting gifts and gratuities from members or suppliers, obtaining outside employment, or engaging in other external activities that conflict with your employment at USAA. Be alert to your friends and relatives activities and ensure that they do not create a conflict of interest between you and USAA. You and your immediate relatives may not improperly or personally benefit due to your position with USAA. Refrain from actions that might impair your independent judgment or provide an unfair advantage to a supplier, contractor or member. Do not accept for yourself a business opportunity in which USAA might be interested or pass it along to another person. If you face an actual or potential conflict of interest situation, whether due to your actions or those of someone else s, you have a responsibility to disclose it to the Office of Ethics by filling out a Conflict of Interest Disclosure Form. For further details on what types of activities should be avoided, see our Business Ethics and Conflicts of Interest Policy. If you have a question about a conflict of interest situation or if there are any doubts as to whether a situation involves a conflict, speak to your manager or contact the Office of Ethics for further guidance. #5 I want to accept a part-time job as a teller with a local bank on the weekends. Is this okay? Unfortunately, no. While some outside employment opportunities are acceptable, working for a competitor is a conflict and must be avoided. Working for a competitor also poses a reputational risk to both companies. To avoid conflicts of interest, ensure that you: Make business decisions in the best interest of USAA and our members, regardless of your personal interests. Interact with our suppliers, contractors and members fairly and impartially. Avoid any investment, interest, association or activity that may cause others to doubt USAA s fairness or integrity, or that may interfere with your ability to perform your job duties objectively and effectively. Honesty #6 My spouse was offered a job with one of our suppliers. Is this a problem? Maybe. If you are in a position to influence decisions related to purchases made from the supplier (your spouse s employer) there could be a problem. You should disclose the matter to your manager immediately and complete a Conflict of Interest Disclosure Form.
12 Entertainment, Favors and Gifts We recognize accepting and giving modest gifts and entertainment could be a part of normal business courtesy and are not always prohibited. Gifts may be a part of building and maintaining relationships with prospective members, suppliers, affinity associations, and sponsors in supporting USAA s mission. Your business transactions with these parties must however, always be impartial, objective and free of outside influence. Further, we should always use good judgment and discretion to avoid even the appearance of impropriety or obligation. Please see our Business Ethics and Conflicts of Interest Policy for more information. What is a Gift? A gift is anything of value. It includes tangible items such as jewelry, art, or wine, but also intangible items such as discounts, services, loans, favors, special privileges, advantages, benefits and rights that are not available to the general public. A gift also includes vacations, lavish meals, spa packages, use of vacation homes, tickets to sporting or music events, golf outings, vendor familiarization trips and use of recreational facilities. Under no circumstance should you ever solicit a gift from any person or company that is doing or seeks to do business with USAA. Gifts may be acceptable if they are: Related to a clear business purpose. Customary in a normal business relationship. Not given in an attempt to influence any transaction affecting USAA. Not of excessive value ($100 or less). Not in the form of cash, gift cards or alcohol. Not exchanged during active contract negotiations. Infrequent. Procurement, P&C Claims Services, and FINRA (Financial Industry Regulatory Authority)- associated employees have additional gift/ entertainment related guidance which may be more restrictive. Please speak to your manager for more details. #7 A supplier has invited me to play a round of golf and I believe it s a great opportunity to solidify our relationship and discuss future projects between USAA and the supplier. They offered to pay my costs (green fees, cart, lunch, etc) but they are a bit more than $100. Can I participate? Maybe. This request should be discussed with your manager and the Office of Ethics. If it is determined that there is a business need and the golf outing supports USAA s mission, USAA will need to pay your costs. Honesty
13 Confidential Information We must carefully protect USAA s confidential and proprietary information and intellectual property, and honor the same of other companies. This includes internal, non-public or proprietary information related to USAA s business. Examples of confidential information include most of USAA s technology and much of our other know-how and experience. Confidential information, whether obtained from those with whom we do business or from other sources within or outside of USAA, must be safeguarded and never used for personal gain. Information received should be disclosed only to those who need the information to serve legitimate business needs and should never be disclosed to anyone outside USAA other than as specifically authorized. Remember, you are also responsible for safeguarding confidential USAA information even after you are no longer employed with USAA. Please see Protecting USAA Information and Sharing USAA Information policies for more information. Protecting Company Assets Our assets whether information, physical, financial or technology assets are essential to operating our company successfully. You have a responsibility to use them to perform USAA business and safeguard them against theft, loss, waste or abuse. Be sure to exercise good judgment when using electronic resources at work. Your use should be lawful and ethical, and you should never download or send any materials that might be considered offensive, discriminatory, sexually explicit, threatening or otherwise inappropriate. Do not use USAA email to express a personal view in a public forum. Each of us has a responsibility to ensure that USAA s electronic resources remain secure. Your Eagle ID and password are intended for your use only. For more details, see our Acceptable Use of Internet and Electronic Communication Policy. Honesty
14 Social Media When using social media, you may share your personal experiences at work, talk about the USAA culture, share public content from usaa.com, and link people to job openings. Should you choose to use social media, use the same thought, care and consideration as you do when communicating through traditional channels. Never post confidential USAA information or speak in a way that appears you are a representative on behalf of USAA. Also, this Code, our core values and employment policies should be considered when using social media. See our Social Media Policy and Social Media Guidelines for more information. The Social Media Policy applies to all USAA employees who choose to share their experiences about USAA in social media channels. However, FINRA-associated persons and those who are USAA s official representatives have additional guidance for their use of social media. If you are part of either group, please speak to your manager about more specific guidance that may pertain to you. #8 I like to talk about my personal life and sometimes my work life on my social media feeds. Do I need to be concerned with what I discuss? Yes. While you may use social networks to voluntarily share your personal experiences about USAA, you need to be careful not to disclose confidential USAA information. If you ever have a question about something you are going to post, seek guidance before posting. We encourage you to review USAA s Social Media Policy and Social Media Guidelines for more guidance. Honesty
Loyalty: Our Commitment to the Marketplace 15 USAA is built on a relationship of trust with our members and the public. As a responsible company in the financial services and insurance industries, we are committed to business practices that meet the highest standards of ethics and integrity, including the management of our financial records, company assets, and adherence to trading, corruption and competition laws. Financial Integrity Many groups including our members, our creditors and government entities rely on the accuracy of USAA s financial records. You have a responsibility to be accurate, complete and honest in what you report and record to meet regulatory requirements, as well as in all USAA documents. This includes, but is not limited to, accounting records, time entry, expense reports, payroll records, and performance evaluations. Those of us involved in the creation of USAA financial records may not allow anyone to: Make false entries or intentionally hide or disguise the nature of the entries. Alter or sign documents when they lack the proper authority to do so. Alter or falsify information with the intent to make a false or exaggerated claim in our financial records. Any situation involving fraud or possible fraud should be reported. Please see our Enterprise Fraud Compliance Program Overview for more information. Loyalty
16 Fair Interactions with our Members and Third Party Partners We conduct business in a way that reflects our core values of Service, Loyalty, Honesty and Integrity. We continue this tradition of service through our commitment to promoting open and free competition, quality, reliability and service. Remember, although we are expected to represent USAA s interests, we should never do so by violating our Code or values. If you know or suspect that a supplier or contractor is acting unethically or not in compliance with applicable laws or regulations, you are expected to raise your concerns with your manager and a Global Service Delivery representative. Representing USAA Do not represent or give the appearance of representing USAA in outside employment or other external activities unless you have authorization to do so. Insider Trading Through your work, you may come to know information about publicly traded companies with whom we conduct business. You must be careful to not act upon material non-public information that you learn of during the course of your employment with USAA. This means you cannot trade in any type of securities or pass along inside information to anyone expressly or by recommending the purchase or sale of a security based upon inside information. If you need further guidance, please contact USAA General Counsel. #9 USAA received a sales pitch from one of our suppliers about a new product they plan to introduce to the market soon. Our supplier has not yet released any information about this new product to the market. While USAA decided that the product wouldn t be useful for our business, I think the new device could be a breakthrough in several other industries. I m willing to take a risk on this and invest in the supplier. May I buy stock in the supplier s company? No. Since you hold material information about the supplier that is not yet available to the general public and may have an impact on the value of the supplier s securities, you may not buy this stock until information about the new product is known to the public and the market has had time to react. You should contact General Counsel if you have additional questions or concerns. Anti-Bribery/Anti-Corruption Laws As a part of a global enterprise, we must abide by the anti-bribery and anti-corruption laws in the countries in which we operate, including the Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act. In general, the FCPA prohibits corrupt payments or bribes to all non-u.s. government officials, political parties or political candidates for the purpose of obtaining or keeping business or improperly influencing government action. Included in the anti-bribery prohibition is making a corrupt payment through a third party. The FCPA applies to individuals as well as corporations and requires companies to keep and maintain books and records that accurately reflect the transactions of the corporation. Refer to the Anti-Bribery Policy for more information. Loyalty
17 The rules for giving gifts to government officials are very strict. Never offer, promise or give (either directly or indirectly) anything of value to induce or influence a government official (including officials of international organizations, political parties and employees of state-owned or state-controlled enterprises) to gain an improper advantage or to do something improper. Violations can subject you and USAA to severe penalties and damage our public reputation. Regardless of local practice or the practices of other companies, make sure you avoid even the appearance of doing something improper. Competition Laws We respect and comply with competition laws in locations where we conduct business. Anti-trust and competition laws are designed to promote a free marketplace. Failure to comply with these laws can have serious and far-reaching consequences for the individuals involved and USAA. Remember, a formal written agreement is not required to violate the law and the mere exchange of information can be a violation. Please see the Antitrust Compliance Guide under the USAA Compliance Policy for more information. Loyalty
Contact Information 18 Office of Ethics The Office of Ethics is responsible for administering the Ethics Program. To contact the Office of Ethics, you can: Contact a staff member of the Office of Ethics E-mail ethics@usaa.com Mail a letter to: USAA Office of Ethics P.O. BOX 692292 San Antonio, TX 78269-2292 Contact the Ethics Matters Helpline: Phone: - U.S. 855-208-8583 - Germany 0800-225-5288, then 855-208-8583 - United Kingdom: - (C&W) 0-500-89-0011, then 855-208-8583 - (British Telecom) 0-800-89-0011, then 855-208-8583 Web portal: www.usaaethicsmatters.ethicspoint.com 3 If In Doubt, Use This Ethics Quick Test and Ask Yourself: Is the action legal? No Would I be treating others as I would want to be treated? No Yes Yes Does it feel like it is the right thing to do? No No Would I feel comfortable allowing the situation to continue? No Yes Yes Is it consistent with USAA s Core Values and policies? Yes Would I feel comfortable with family members or friends reading about it on the Internet? No = Seek Help or Refer to the Seeking Advice and Reporting Concerns Section on page 7 No 3= Proceed Accordingly Go/Ethics