Code of Business Conduct
The WCRA's vision is to provide reinsurance services that are considered superior by our members and other participants in the workers’ compensation system. In pursuit of our vision, the directors of the WCRA Board (directors) and employees strive to achieve the highest business and personal ethical standards and to comply with the laws and regulations that apply to the Association. Following the standards contained in this Code of Business Conduct (Code) will help to ensure decisions that reflect care and promote trust with all our stakeholders: members, employees, government units, claimants, and the communities in which we do business.
This Code doesn’t cover every applicable law or provide answers to all ethical questions that might arise; for that we must ultimately rely on each director and employee’s sense of what is right, including a sense of when it is proper to seek guidance from others on the appropriate course of conduct. If you are in doubt about a situation or have questions, please discuss the matter with your supervisor, the VP-operations, or president. Because our business depends upon the reputation of the WCRA, its directors, and employees for integrity and principled business conduct, this Code goes beyond the strict requirements of the law.
Each director and employee of the WCRA has an obligation to become familiar with the policies and procedures of the Code and integrate them into every aspect of our business. Our ethics are ultimately determined by all of us as we do our daily jobs. Our expectation is that we will maintain the highest ethical standards.
Conflicts of Interest
Directors and employees of the WCRA have a duty of loyalty to the WCRA which requires that they avoid any actual or perceived conflict of interest with the Association. A conflict can arise whenever an individual has any financial or personal interest, direct or indirect, in any transaction or proposed transaction involving the WCRA, its members, or organizations doing business with the WCRA or its members, where that interest is of such an extent or nature that the individual’s decisions are, or might be, affected or determined by their personal interest. Conflicts of interest also arise when a director or employee, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Association. If such a situation arises, employees should promptly disclose the circumstances to their manager or the WCRA president. The WCRA president and members of the Board of Directors should disclose any such circumstances to a member of the WCRA Executive Committee. The president or the Executive Committee shall determine the necessary steps to be taken to avoid or eliminate a conflict of interest. (Reference WCRA Resolution 1367 for additional information.)
Each director and employee should endeavor to deal fairly and in good faith with WCRA stakeholders. No director or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged or confidential information, misrepresentation, fraudulent behavior, or any other unfair dealing practice.
All directors and employees should maintain the confidentiality of information entrusted to them by the WCRA, its members, business partners, and others related to the Association’s business. Such information must not be disclosed to others except when disclosure is authorized by the WCRA or is legally required. Confidential information includes all nonpublic information, such as claimant medical information, financial documents, personnel information, system information on members, etc.
Company Records and Information
The records and accounts of the WCRA must be maintained at all times in reasonable detail and in a manner that accurately reflects all business and financial transactions and the disposition of assets. Special care must be taken that any information supplied to parties performing audits or preparing regulatory reports or financial statements is accurate and complete.
Protection and Use of WCRA Assets
WCRA assets, such as information, materials, supplies, time, intellectual property, software, hardware, and facilities are valuable resources owned, licensed, or otherwise belonging to the WCRA. Safeguarding WCRA assets is the responsibility of all directors and employees. All WCRA assets should be used only for legitimate business purposes. The personal use of WCRA assets without permission is prohibited.
Compliance With Laws, Rules, and Regulations
The WCRA proactively complies with the letter and the spirit of the laws of the United States, the State of Minnesota, and with the regulatory requirements affecting our business. All directors and employees are obligated to ensure compliance with respect to those activities for which they are responsible.
Equal Employment Opportunity
WCRA directors and employees are a key source of our success. The WCRA supports and recognizes its responsibility to provide equal employment opportunities to all qualified individuals. The WCRA believes that all people are unique and valuable and should be respected for their individual abilities. All directors and employees are required to adhere to the laws, regulations, and company policies relating to equal opportunity, affirmative action, and nondiscrimination.
The WCRA maintains a harassment-free workplace. The company expects all directors and employees to treat each other, members, and all other persons encountered in the course of business with respect.
Civic and Political Participation
The WCRA encourages all directors and employees to participate in our political system by voting, speaking out on public issues, and becoming active in civic and political activities. It is important, however, that directors and employees clearly distinguish their personal views from those of the WCRA. No director or employee should speak on behalf of the Association unless specifically authorized to do so by the Board chair or the president. Solicitation of coworkers for political contributions is forbidden. Directors and employees may not be reimbursed by the WCRA for personal political contributions or expenses. Contributions of WCRA funds, goods, and services to candidates, political parties, or holders of political office are expressly prohibited.
The WCRA is committed to maintaining good will and to being a good civic neighbor. Directors and employees are encouraged to serve on nonprofit boards and in other volunteer capacities.
Outside Employment by Employees
Employment as a consultant, officer, or manager of another organization requires WCRA management approval. Outside employment must never interfere with an employee’s work assignments or job performance, utilize company property or facilities, involve the explicit or implied sponsorship of the WCRA, or create the possibility of adverse publicity to the WCRA.
No director or employee may: (a) take for himself or herself personally any opportunities that are discovered through the use of WCRA property, information, or position; (b) use WCRA property, information, or position for personal gain; or (c) compete with the WCRA. Directors and employees owe a duty to the WCRA to advance its legitimate interests when the opportunity to do so arises.
Gifts, Fees, Services, Entertainment, and Payments
Directors and employees may not accept illegal payments of any kind. Gifts and entertainment of nominal value that are part of the normal business process may be accepted. Gifts or entertainment that could be interpreted as an attempt to influence an individual’s judgment should be tactfully declined. Gifts of cash or securities may never be accepted. All WCRA fees, gratuities, and other payments made on behalf of the WCRA must be properly accounted for and recorded. Meals or entertainment that are appropriate to conducting WCRA business may be provided. All expenses must be documented and the business purpose clearly stated.
Reporting Accounting and Auditing Irregularities
The Audit and Financial Compliance Committee (Audit Committee) of the WCRA Board of Directors (WCRA) has established the following procedures for (1) the receipt, retention and treatment of complaints regarding financial, accounting, internal accounting controls, or auditing matters (accounting matters) and (2) the confidential, anonymous submission by employees of concerns regarding questionable financial, accounting, or auditing matters. The Audit Committee will oversee treatment of such complaints.
Receipt of Complaints From Nonemployees of WCRA
Persons who are not employees of the WCRA may report good faith concerns regarding accounting matters by submitting their concern in writing to:
Chairperson of the Audit Committee
Workers’ Compensation Reinsurance Association
400 Robert Street North, Suite 1700
St. Paul, Minnesota 55101
Any complaints submitted through this process will be promptly delivered to the chairperson of the Audit Committee in the form received.
Receipt of Complaints From Employees of WCRA
Any employee of the WCRA may always report good faith concerns regarding accounting matters to the management of the WCRA without fear of dismissal or retaliation of any kind. As an alternative, however, if employees are uncomfortable reporting their concerns to management, they are encouraged to report such concerns directly to the Audit Committee by calling the WCRA Hotline at 1-800-826-6762 and selecting the option for reporting financial matters. The Hotline allows employees to report their concerns on a confidential or anonymous basis. Any complaints submitted through the Hotline will be transcribed by the Hotline service within 24 hours of receipt, logged by the Corporate Secretary for recordkeeping purposes, and promptly delivered to the chairperson of the Audit Committee. Alternatively, employees may report their concerns directly to any WCRA senior management member or to the chairperson of the Audit Committee through regular mail, email, or the Hotline. Upon receipt of a complaint, the Corporate Secretary will determine whether the complaint actually pertains to accounting matters, and if so, will promptly provide a written report of the complaint to the chairperson of the Audit Committee. (The report will be a copy of the actual complaint if received in written form, or a summary of the complaint written by the Corporate Secretary if received in verbal form.)
Scope of Matters Covered by These Procedures
These procedures relate to employee complaints regarding any questionable accounting or auditing matters, including, without limitation, the following:
- Fraud or deliberate error in the preparation, evaluation, review, or audit of any financial statement of the WCRA.
- Fraud or deliberate error in the recording and maintaining of financial records of the WCRA.
- Noncompliance with the WCRA’s internal accounting controls.
- Misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports, or audit reports of the WCRA.
- Deviation from full and fair reporting of the WCRA’s financial condition.
Reporting Nonfinancial Matters
Any employee of the WCRA may always report good faith concerns regarding any nonfinancial matters to the management of the WCRA without fear of dismissal or retaliation of any kind. As an alternative, however, if employees are uncomfortable reporting their concerns to management, they are encouraged to report such concerns directly to the Personnel Committee by calling the WCRA Hotline at 1-800-826-6762 and selecting the option for reporting human resources concerns. The Hotline allows employees to report their concerns on a confidential or anonymous basis. Any complaints submitted through the Hotline will be transcribed by the Hotline service within 24 hours of receipt, logged by the Corporate Secretary for recordkeeping purposes, and promptly delivered to WCRA management or the chairperson of the Personnel Committee, depending on the nature of the concern. Employees may report their concerns directly to any WCRA senior management member or to the chairperson of the Personnel Committee, through regular mail, email, or the Hotline.
Treatment of Complaints
Complaints relating to accounting matters will be reviewed by the Audit Committee, and all other complaints will be reviewed by senior management or the Personnel Committee depending on the nature of the issue. Prompt and appropriate corrective action will be taken when appropriate in the judgment of the respective Committee or management. If the person submitting the complaint did so through the Hotline or otherwise provided personal contact information, a member of the appropriate Committee or management will contact the person who submitted the complaint in a timely manner to acknowledge receipt of the complaint and obtain additional information, if necessary. Such communication will be in writing, by telephone, or in person. The WCRA will not discharge, demote, suspend, threaten, harass, or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of complaints.
Reporting and Retention of Complaints and Investigations
The Corporate Secretary will maintain a log of all complaints, tracking their receipt, investigation, and resolution, and at least annually will prepare a summary report thereof for the Audit Committee of accounting matters, for the Personnel Committee for all others, and for the Board regarding all matters of complaints. Copies of complaints and such log will be maintained in accordance with the WCRA’s document retention policy.
Duty to Report
Directors and employees have a duty to read and adhere to this Code of Business Conduct and to report to the WCRA any suspected violations.
Distribution and Acknowledgment
A copy of this Code of Business Conduct is included in the WCRA Policies and Procedures Manual and is distributed to the Board annually. Each employee and Director will be required to acknowledge receipt and understanding of the Code by signing an acknowledgment form annually.