Code of Professional Conduct
State Farm®-branded insurance and financial services products are underwritten by or provided through Certas Home and Auto Insurance Company, Desjardins Financial Services Life Assurance Company, Desjardins Living Benefits Inc., Autofinco Inc. or State Farm Investor Services (Canada) Co., all of which are part of the Desjardins Group and adhere to the Desjardins Code of Professional Conduct.
Ethics and Professional Conduct at Desjardins
Desjardins, Canada's leading cooperative financial group, places great importance on integrity, an integral part of its values, which allows the organization to enjoy a strong reputation as an entity in which members, customers, business partners, the community, and the government have placed their trust.
Ethics at Desjardins
- The organization's cooperative identity
- The values it shares with thousands of cooperatives throughout the world, those of the International Co-operative Alliance, as well as its own values.
- The fulfilment of these values in the pursuit of its mission, which frames its purpose and positions its role in society.
- The mission and values guide Desjardins officers and employees in making sound judgments. All individuals at Desjardins must base their decisions and actions on the mission and values, thereby endowing their ethical obligations with meaning and context.
- By continually developing an integrated cooperative network of secure and profitable financial services, owned and administered by the members, as well as a network of complementary financial organizations with competitive returns controlled by the members.
- By educating people, particularly members, officers and employees, about democracy, economics, solidarity, and individual and collective responsibility.
- The fundamental values of cooperatives, according to the International Co-operative Alliance, are self-help and self-responsibility, democracy, equality, equity, and solidarity. In the tradition of their founders, cooperative members believe in the ethical values of honesty, openness, social responsibility, and caring for others.1
- Money at the service of human development: At Desjardins, we think money constitutes a lever for the autonomy and development of people and communities.
- Personal commitment: By choosing Desjardins, our members, officers and employees contribute to and invest themselves in the development of their cooperative and the entire group.3
- Democratic action: At Desjardins, power is exercised democratically, meaning that all members may participate in decisions and orientations in accordance with the "one member, one vote" principle.
- Integrity and rigour in the cooperative enterprise: At Desjardins, for the common good, no effort is spared to earn and maintain the trust of our members, clients, and partners. This responsibility requires honesty, objectivity, competence, and transparency, as well as respect for all regulations and guidelines pertaining to our business and management practices.
- Solidarity with the community: At Desjardins, we actively participate in the social and economic development of communities in order to help create sustainable prosperity.
- Intercooperation: At Desjardins, we pool our resources – which is key if we want to do our best to meet the needs of our members and clients. Working together is also necessary to deliver consistent and effective contributions towards community development.
Professional Conduct at Desjardins
At Desjardins, professional conduct is carried out according to the strict and rigorous principles and rules that make up the Desjardins Code of Professional Conduct. The principles are themselves based on cooperative values and the values of Desjardins, and they form the cornerstone of the rules of professional conduct.
The rules of professional conduct provide precise guidelines and directions for the actions of officers and employees. All officers, employees, and components of Desjardins are required to comply with the Code in its entirety. The components must also enforce the Code and take the necessary steps to resolve any situation which might constitute a violation of the Code.
Desjardins Code of Professional Conduct
Principles of Professional Conduct
1. Respect for persons
- Treat each person with respect and courtesy
- Strictly adhere to the principles of confidentiality and discretion
- Meet the needs of people in the most effective way
- Provide people with accurate, useful and understandable information so they can make informed decisions
- Act in a professional manner in all situations
- Avoid all forms of harassment and discrimination
2. Respect for the common interest and the common good
- Act with honesty, integrity and transparency
- Respect current legal structures
- Place the needs of members and clients ahead of their own
- Promote the healthy exercise of democratic power by our members
- Promote freedom of judgment and opinion in all decision-making
- Safeguard the independence of each component of Desjardins with regard to political, religious, and other affiliations
3. Respect for the organization
- Not commit any act that may be prejudicial to Desjardins
- Always remain loyal to Desjardins
- Respect and support all objectives and decisions established through a democratic process
- Protect the confidential nature of Desjardins' objectives, plans, projects, and decisions
- Contribute to the development, efficiency, and financial strength of Desjardins
Rules of Professional Conduct
These rules of professional conduct apply to duties and obligations, and outline appropriate conduct to use in specific situations. In applying these rules, the values and principles upon which they are founded must be taken into account.
1. DEFINITIONS AND INTERPRETATION
The definitions are listed in the appendix.
APPLICABLE RULES FOR OFFICERS AND EMPLOYEES
2. RESPONSIBILITIES AND DUTIES
Any officer or employee who is subject to the legal framework of a profession or activity sector, such as auditing and inspection, insurance, securities or trust services must follow the spirit and the letter of this framework in addition to the principles and rules of the Code of Professional Conduct. Any employee whose primary responsibilities involve performing duties for another component is also required to uphold the principles and rules of professional conduct of that component.
3. CONFLICT OF INTEREST
All officers and employees must avoid placing themselves in a situation of conflict of interest. As soon as an officer or an employee determines that he is in a situation of conflict of interest (real), he must disclose it in full detail, abstain from voting or making any decision on any issue concerning said situation and avoid influencing any related vote or decision. He must also withdraw from any meeting for the duration of the discussion and decision-making concerning said situation. If applicable, he may transmit information regarding the situation prior to the discussion. The disclosure of the conflict of interest and the withdrawal of the officer from the meeting must be mentioned in the minutes.
As soon as an officer or an employee feels that he could be perceived as being in a situation of conflict of interest (apparent), he must disclose it in full detail. Depending on the particular component's rules regarding conflicts of interest, the decision-making body on which the officer sits or the employee's immediate superior shall agree upon the position to be adopted, such as:
- Asking the officer or employee to abstain from discussion and decision-making
- Imposing limitations on his interventions, participation in discussion and decision-making
- Requesting advice from the body responsible for ethics and professional conduct
- Concluding that no action is necessary
The disclosure of the conflict of interest, the decision made in consequence and the justification for the decision must be mentioned in the minutes of the meeting, in the meeting report or in writing in the employee's file, as applicable.
4. GIFTS AND GRATUITIES
6. CONTRACTS FOR THE SUPPLY OF GOODS OR SERVICES
Officers or employees must not influence their component or participate, on behalf of the component, in negotiating or concluding a contract for the supply of goods or services that could be awarded to them or to an associate or to a member of their immediate family.
7. INCOMPATIBLE DUTIES
An officer or employee may not perform an activity or hold a position or a job with a competitor if doing so places him in a position that may prejudice the interests of Desjardins or a component of Desjardins.
8. RESPECT FOR THE ORGANIZATION
- All officers and employees must refrain from making remarks or expressing opinions that could prejudice the interests, image or reputation of a component or of Desjardins.
- All officers and employees must take the necessary steps to ensure that all disputes involving the interests of one or several components remain confidential.
- All officers and employees must ensure not to prejudice the interests, image or reputation of a component or of Desjardins in carrying out activities as part of or outside the scope of their duties or job.
- An officer or employee must never give the impression that he is speaking on behalf of a component or of Desjardins, without receiving prior authorization to do so.
The obligations mentioned in this section shall continue to apply even after the officer or employee has completed his duties or his employment has terminated.
An officer or employee may only access the confidential information he needs to carry out his duties and only as much as is required by his duties.
An officer or employee must never disclose confidential information unless duly authorized to do so, for instance with the express written consent of a member or client, unless such disclosure is permitted or required by a legal provision.
An officer or employee must never use confidential information for his own benefit or that of another person.
The obligations mentioned on this page continue to apply even after the officer or employee has completed his duties or his employment has terminated.
10. DATA PROTECTION
11. ELECTORAL PROCESS
- Conduct themselves in a manner that is free from undue influence and favouritism and that refrains from damaging the reputation of others
- Avoid partisan stands, if they are an employee, during any and all elections within a component
When the component provides the candidates with the means to gain recognition, it must make sure that all candidates have an equal opportunity to benefit from them.
12. SECURITIES TRANSACTIONS
An officer or an employee may not directly or indirectly perform personal stock or security transactions on the strength of information acquired strictly by virtue of their office, nor disclose this information to third parties unless required to do so by law or by their office.
If, at the request of a component, an officer or an employee acts as an officer or administrator of a corporate entity making a public offering, he must comply with the insider trading legislation respecting the declarations and transactions applicable to that corporate entity's securities transactions.
All officers and employees must, as part of their duties, disclose accurately and completely any information requested of them by a competent authority. Subject to restrictions imposed by an act or regulation, an officer or employee must cooperate on any internal investigation conducted by the component.
14. DECLARATION OF INTERESTS AND ASSOCIATES
All officers and employees occupying a position within a component of Vice-President or higher must fill out annually, in the form and content prescribed by this component, a declaration of interests and associates.
- When there is reason to believe that this conduct violates a provision of an act, regulation, standard or the Code
- When there is reason to believe that this conduct damages the financial situation of the component
An officer who, in good faith, produces such a declaration shall not incur any civil liability as a result.
- By contacting the body responsible for ethics and professional conduct of the component, or
- By using the reporting mechanism put in place by Desjardins
- By contacting his superior
- By contacting the body responsible for ethics and professional conduct of the component, or
- By using the reporting mechanism put in place by Desjardins
Rules Applicable to Components
18. BUSINESS RELATIONS
A component must conduct its business relations with officers, employees and designated persons as it does in the normal course of its operations and in compliance with current regulations.
19. REPUTATIONAL RISK
A component must refrain from publicly disclosing anything that is likely to discredit another component or tarnish its reputation. Necessary measures must be taken to ensure that disputes involving the interests of one or several components remain confidential.
21. TIE-IN SALES
A component cannot oblige a person who wishes to purchase a product or service, to purchase another product or service offered by the component or by another component, unless this person voluntarily accepts a global offer of services involving a package of a number of products or services.
22. CONSULTANTS AND SUPPLIERS
Each component must oversee the establishment and maintenance of an updated directory containing data on declarations of interest and associated persons.
The board of directors of a component is responsible for enforcing the principles and rules of professional conduct. The body responsible for ethics and professional conduct of the component is responsible for ensuring that the principles and rules of professional conduct are respected and for reporting its activities.
Any violation of the principles and the rules of professional conduct must be treated with due diligence, with respect for persons and confidentiality, by the body responsible for ethics and professional conduct for the component or, in the case of an employee, by his superior, if applicable.
Appendix - Definitions
Section 1 – Definitions Common to All Components
Unless otherwise indicated by the context, the following definitions apply:
1.1.1 "Administrator" means any person who is a member of a board of directors.
1.1.2 "Associate" refers to the spouse of an officer or employee, the minor child of this officer, employee, or spouse, a legal entity or partnership that is controlled, either independently or collectively by the officer or employee, his spouse or minor child or the minor child of his spouse. "Minor child of his spouse" refers to the child living with the officer or employee.
1.1.3 "Board of directors" refers to the decision-making body of the component that administers its affairs.
1.1.4 "Body responsible for ethics and professional conduct" refers to the body entrusted by an Act, regulation or decision of the board of directors of the component to adopt rules of professional conduct, where applicable, and to ensure compliance with the Code of Professional Conduct.
1.1.5 "Code" means the Desjardins Code of Professional Conduct, i.e. the principles and rules applicable to officers, employees and components of Desjardins.
1.1.7 "Confidential information" refers to any information, whether oral, written, in electronic or other form, of whatever nature concerning a member, client, officer, employee, component or business partner; it is also any information that an officer or employee is formally required to keep secret and any information that is transmitted to an officer or employee, or to which he becomes exposed in circumstances that suggest it should be kept confidential.
1.1.8 "Conflict of interest situation" refers to a situation that causes (actual), or appears to cause (apparent) an officer or employee, who is required to act in the best interest of a component, to fail in this obligation and instead to act in his own interest or the best interest of another person, including an associate.
1.1.9 "Desjardins" refers to Desjardins Group.
1.1.10 "Employee" refers to any person who works part time, full time or on an occasional basis for a component.
1.1.11 "Federation" signifies the Fédération des caisses Desjardins du Québec.
1.1.12 "Immediate family" signifies, with respect to an officer or employee, his father, mother, brother, sister, son-in-law, daughter-in-law, father-in-law, mother-in-law, brother-in-law or sister-in-law, his adult child or the adult child of his spouse, as well as any other person living with the officer or employee and having a family relationship with him.
A legal person is controlled by a caisse where the caisse and other caisses belonging to the network jointly hold, directly or through legal persons controlled by them, more than 50 % of the voting rights attached to the shares or can elect a majority of its directors.
1.1.14 "Officer" refers to a member of a board of directors, commission or committee of a component, and any other person appointed as officer by the board of directors or under the legislation governing a component.
1.1.15 "Person" refers to any private individual or legal entity, including a partnership, association or other entity.
- In Quebec:
- A person who is living with the person to whom he is joined by marriage or civil union, or
- A person who is living with another person of the same or opposite sex in a conjugal relationship and has been living with that person for at least one year.
- In Ontario:
- Either of two persons who are married to each other, or
- Either of two persons who are not married to each other and who have cohabited, as the case may be, continuously for a period of not less than three years or in a relationship of some permanence, if they are the natural or adoptive parents of a child.
1 Source: International Co-operative Alliance – Statement on the Cooperative Identity
2 A description accompanies each of Desjardins Group's values to ensure a common understanding throughout the organization and to facilitate the integration of these values into the decisions and actions of all individuals working at Desjardins.
3 The caisses, the Federation, and the other components of Desjardins.
The masculine gender is used for the purpose of readability.