CCC Whistleblower Policy
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.
III. SUPERVISOR AND MANAGER RESPONSIBILITIES
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.
IV. NO RETALIATION AGAINST WHISTLEBLOWERS
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.
V. HOW TO RAISE A CONCERN
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.
- Report to a Supervisor, Manager, or your Human Resources representative.
The most direct way to raise any Concern is to discuss it with a supervisor, manager, or your Human Resources representative (who can be found on Dash). They, in turn, will forward the Concern to the respective ELT member who will escalate to the Chief Legal Officer, the Senior Director of Internal Audit, or Audit Committee for review as described below. However, if you are not comfortable speaking with your supervisor or you are not satisfied with your supervisor’s response, you are encouraged to speak with Human Resources or anyone in management whom you are comfortable approaching. Human Resources or management will review Concerns it receives and determine the best party to address the Concern.All concerns should be promptly reported to the Chief Legal Officer (or his or her designee), the Senior Director of Internal Audit, or the Audit Committee so that the concern may be logged and addressed, and if necessary, an appropriate investigation conducted.
- Use the Hotline.
Concerns may also be reported through the Company’s Hotline at EthicsPoint© helpline 1-800-499-8626 or by accessing a secure internet site, http://www.ethicspoint.com. The helpline that is available 24 hours a day, 7 days a week. It is operated by an outside, independent service provider. EthicsPoint© will promptly report in writing all information provided by the person raising the Concern to the Chief Legal Officer, the Senior Director of Internal Audit, Internal Audit, and certain members of the Executive Leadership Team for preliminary review as described below.
- Report to the Chief Legal Officer.
Concerns may be reported (including anonymously) to the Chief Legal Officer or the Senior Director of Internal Audit, via the contact information found on Dash or via regular mail as follows:CCC Intelligent Solutions Holdings Inc.
167 N. Green Street, 9th Floor
Chicago, Illinois 60607
Attn: Chief Legal Officer
CCC Intelligent Solutions Holdings Inc.
167 N. Green Street, 9th Floor
Chicago, Illinois 60607
Attn: Senior Director, Internal Audit
- Report to the Audit Committee.
Accounting Concerns and other Concerns may also be reported (including anonymously) to the Audit Committee as follows:CCC Intelligent Solutions Holdings Inc.
167 N. Green Street, 9th Floor
Chicago, Illinois 60607
Attn: Audit Committee
If you are uncertain about whether your Concern is an Accounting Concern, you may report your Concern using any of the methods described above.
All Concerns will be taken seriously and promptly reviewed as described above.
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.
VI. RECORDS OF CONCERNS AND INVESTIGATIONS
Internal Audit will maintain a log of all Concerns summarizing in reasonable detail including:
- The nature of the Concern (including any specific allegations made and the persons involved);
- The date of receipt of the Concern;
- The current status of any investigation into the Concern; and
- Any final resolution of the Concern.
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.
VII. PROCEDURES FOR RECEIVING AND REVIEWING CONCERNS
- Any person receiving a Concern should contact the Chief Legal Officer or the Senior Director of Internal Audit, who will coordinate further action. If a Concern involves a director, and executive officer, or a member of the Executive Leadership Team (an “ELT Concern”), it will first be directed to the Audit Committee by the Chief Legal Officer or the Senior Director of Internal Audit, which will determine the correct persons, internal or external, to investigate the matter.
- Promptly upon the receipt of any Concern, the Chief Legal Officer will evaluate whether the Concern is an Accounting Concern. If the Chief Legal Officer determines that the Concern is an Accounting Concern, he or she will promptly forward such Concern to the Audit Committee.
- Other than as described in Section D below for Accounting Concerns or an ELT Concern, the Chief Legal Officer is responsible for assessing each Concern on a preliminary basis to determine to what extent an investigation into the Concern is required, and for directing all aspects of the investigation of any Concern. The Chief Legal Officer is authorized in his or her discretion to engage outside auditors, counsel, or other experts to assist in the investigation, and the Company will pay all fees of such auditors, counsel, and experts. At the request of the Chief Legal Officer or his or her designees, the Chief Executive Officer, Chief Financial Officer / Chief Administrative Officer, or Chief Human Resources Officer, any of their staffs, or any other employees of the Company shall assist in investigating and resolving any Concern. All investigations will be conducted in a confidential manner, so that information will be disclosed only as needed to facilitate review of the investigation materials or otherwise as required by law. The parameters of any investigation will be determined by the Chief Legal Officer or his or her designee in their discretion and the Company and its employees will cooperate as necessary in connection with any such investigation. In the event a Concern involves or implicates the Chief Legal Officer, the Chief Legal Officer will promptly recuse himself from the investigation and inform the Audit Committee in writing. The Audit Committee may investigate such Concern or appoint impartial attorneys or other advisers to investigate the Concern.
- The Audit Committee may, in its discretion, return any Accounting Concern or ELT Concern, received either directly from a person reporting an Accounting Concern or ELT Concern or from the Chief Legal Officer to the Chief Legal Officer for updating and investigation in accordance with this Policy, refer the matter for investigation by other personnel, either internal or external, or retain the matter for investigation by the Audit Committee. Ordinarily, the practice of the Audit Committee will be to return Concerns to the Chief Legal Officer for investigation as discussed in Section C above, in which case the Chief Legal Officer will act under the authority of the Audit Committee. At any time, the Audit Committee may, in its discretion, determine that it or other personnel, and not the Chief Legal Officer, should initiate and/or assume the investigation of any Accounting Concern or ELT Concern. In such cases, the Audit Committee will promptly determine what professional assistance, if any, it needs in order to conduct the investigation. The Audit Committee will be free in its discretion to engage outside auditors, counsel, or other experts to assist in the investigation of any Accounting Concern or ELT Concern and in the analysis of results. In determining that it or other personnel, and not the Chief Legal Officer, should investigate an Accounting Concern or an ELT Concern, the Audit Committee may consider such matters as the identity of any person who is the subject of a Concern, the severity and scope of any alleged wrongdoing, the credibility of the Accounting Concern or ELT Concern raised, and any other factors that are appropriate under the circumstances. The Audit Committee may delegate its responsibilities under this policy to the Chairman of the Audit Committee or to a subcommittee of the Audit Committee. Nothing in this section shall require the delay of commencement of an investigation into an Accounting Concern or ELT Concern until the next scheduled meeting of the Audit Committee.
- Promptly after the completion of any investigation (by either the Audit Committee, other personnel, or the Chief Legal Officer), a written investigation report will be prepared. The investigation report will be in addition to the information provided on the Concern (described above). The investigation report will describe the Concern, the steps taken in the investigation, any factual findings, and the recommendations for corrective action, if any.
- The Audit Committee will review the Concern and any investigation reports submitted. The Audit Committee will have the authority to direct that the appropriate corrective action be taken by the Company in response to any particular Concern. The Audit Committee may, in its discretion, consult with any member of the Company’s management who may have appropriate expertise to assist in the analysis and evaluation of the Concern or any results of an investigation into a Concern.
All Concerns received will be treated confidentially to the extent reasonable and practicable under the circumstances.
IX. RECORDS; ATTORNEY-CLIENT PRIVILEGE
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.