CCC Intelligent Solutions Holdings Inc. and its subsidiaries and entities controlled by it (the “Company”) is committed to honest, ethical and lawful conduct, full, fair, accurate, timely and transparent disclosure, and compliance with applicable laws, rules and regulations. To assist the Company in fulfilling these commitments, you are strongly encouraged to disclose to, and seek guidance from, an appropriate authority if you believe any director, officer or employee or other person associated or doing business with the Company has engaged, is engaging or may engage in any illegal or unethical behavior or has violated, is violating or may violate any law, rule, regulation, the Company’s Code of Ethics (the “Code”) or any of the Company’s other compliance policies or procedures.
This Whistleblower Policy (this “Policy”) establishes guidelines and procedures for the receipt, retention and treatment of the confidential, anonymous submission of concerns relating to accounting, internal accounting controls or auditing matters (each, an “Accounting Concern”), compliance with applicable legal or regulatory requirements, the Code or any of the Company’s other compliance policies or procedures, or any other matter that could cause serious damage to the Company’s reputation (together with any Accounting Concerns, “Concerns”). By appropriately responding to Concerns, we can better support an environment where compliance is valued and ensure that the Company is meeting its ethical and legal obligations.
This Policy applies to all officers, directors, employees, independent contractors, consultants, agents, representatives and other third parties when they act on behalf of the Company (collectively, the “Covered Persons”).
Any person receiving a Concern through any of the channels listed below should contact the Chief Legal Officer promptly so that appropriate steps can be taken in accordance with this Policy.
Covered Persons who submit Concerns (“Employee Complainants”) have a responsibility to act in good faith and have a reasonable belief regarding the validity of a Concern. The motivation of an Employee Complainant is irrelevant to the consideration of the validity of the Concern. However, the intentional filing of a false Concern, whether orally or in writing, may itself be an improper activity and one that may result in disciplinary action.
An Employee Complainant has a responsibility to be candid and set forth all known information regarding a Concern. Covered Persons who are interviewed or asked to provide information or otherwise participate in an investigation of a Concern, including employees who are the subject of the investigation (“Investigation Participants”) have a duty to cooperate fully and assist in the investigation.
Employee Complainants are not to act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by the Audit Committee or the Chief Legal Officer. An Employee Complainant shall refrain from obtaining evidence relating to a Concern for which he or she does not have a right of access. Such improper access may itself be an illegal or improper activity and one that may result in disciplinary action.
The Company will use reasonable best efforts to provide each Employee Complainant with a prompt investigation and response to his or her Concern and a summary of the outcome of any investigation based upon the Concern unless the Chief Legal Officer or the Audit Committee determines that there are overriding legal, Company or public interest reasons not to do so.
These procedures are in no way intended to limit employee reporting of alleged violations relating to accounting or auditing matters to proper governmental and regulatory authorities.
If you are a supervisor or manager, you are responsible for continually emphasizing integrity as a standard of performance for all employees. If you receive a Concern, please contact your respective Executive Leadership Team (“ELT”) member to escalate to the Chief Legal Officer or the Senior Director of Internal Audit, promptly so that appropriate steps can be taken in accordance with this Policy. Additionally, you may also report the Concern directly to the Chief Legal Officer, the Senior Director of Internal Audit, or Audit Committee.
It is the Company’s policy to protect those who report Concerns in good faith from any retaliation for such reporting. Consistent with the Company’s policy and applicable law, no adverse employment action may be taken and retaliation is not permitted directly or indirectly against anyone who in good faith reports a Concern or provides assistance or information to Human Resources, the Chief Legal Officer, Internal Audit, others in management, the Audit Committee or any other person or group investigating or otherwise helping to resolve any Concern, including any governmental, regulatory, or law enforcement body. The Company shall not discharge, demote, suspend, threaten, harass or in any manner discriminate against an Employee Complainant in the terms and conditions of employment based upon any lawful actions of such Employee Complainant with respect to good faith reporting of Concerns. It is a serious violation of the policies of the Company, and under certain circumstances a violation of federal or local law, for any supervisor, manager, director, or officer of the Company to initiate or encourage reprisal against an employee or other person who in good faith reports a known or suspected violation of criminal law or any other matter which may be reported under this policy. An Employee Complainant’s right to protection from retaliation does not extend immunity for any complicity in the matters that are the subject of the Concern or an ensuing investigation.
To the extent possible and permitted under law, Concerns, reports and investigations related to such Concerns, shall be kept confidential. Disclosure of such Concerns to individuals not connected to the investigation will be viewed as a serious disciplinary offense and may result in discipline, including dismissal.
Concerns may be submitted either in writing or orally by any officer, director or employee, or any other interested party, such as a shareholder or person associated or doing business with the Company. No form is required to submit a Concern, but you are encouraged to provide as much information and detail as possible so that the Concern can be properly investigated. Additionally, Concerns may be submitted anonymously. While Concerns may be submitted at any time, it is recommended that a Concern be reported as soon as reasonably possible after becoming aware of the Concern.
While Concerns may be reported directly to the Securities and Exchange Commission (the “SEC”), we believe internal reporting, using one of the methods described above, is essential to the success of our compliance program and, therefore, essential to the success of our Company. Please note that the SEC’s rules encourage internal reporting to the Company. If a Concern is reported to us as described above, you will still have 120 days to report the same information to the SEC’s Office of the Whistleblower to retain your “place in line” for a whistleblower award should you meet the requirements set forth in the SEC’s rules. The SEC has stated that it will consider internal reporting to the Company as a positive factor in setting the amount of an award. Nothing contained in this Policy limits your ability to communicate with government agencies regarding possible violations of the law.
Internal Audit will maintain a log of all Concerns summarizing in reasonable detail including:
Internal Audit will distribute an update of the Concern, highlighting recent developments in reasonable detail to the full Audit Committee) in advance of or at each regularly scheduled Audit Committee meeting.
All Concerns received will be treated confidentially to the extent reasonable and practicable under the circumstances.
The Audit Committee, other personnel investigating any matters, and the Chief Legal Officer shall retain on a strictly confidential basis all records relating to the submission, investigation, and resolution of Concerns in accordance with the Company’s record retention policies and/or applicable law. All such records shall be confidential to the Company and protected by attorney-client privilege and/or the attorney work product doctrine, to the extent permitted by law. Such records shall be considered privileged and confidential.