Arch Capital : Code of Business Conduct

Code of Business Conduct

2020

TABLE OF CONTENTS

Page

GENERAL STATEMENT ................................................................................................................. 1

SCOPE .......................................................................................................................................... 2

RESPONSIBILITIES ........................................................................................................................ 2

ACKNOWLEDGMENT AND CERTIFICATION ................................................................................. 2

THE COMPLIANCE AND ETHICS PROGRAM ................................................................................. 2

QUESTIONS AND REPORTING ..................................................................................................... 2

TRAINING .................................................................................................................................... 3

PROCEDURES REGARDING WAIVERS .......................................................................................... 3

• 1. HONEST AND FAIR DEALING ........................................................................................... 4

• 2. CONFLICTS OF INTEREST ................................................................................................. 4

• 3. ENTERTAINMENT, GIFTS AND PAYMENTS (NON-GOVERNMENTAL AND

  GOVERNMENTAL PERSONNEL) ....................................................................................... 5

• 4. PROTECTION OF PROPRIETARY AND CONFIDENTIAL INFORMATION AND

  PRIVACY ........................................................................................................................... 7

• 5. INTEGRITY OF RECORDS, ACCOUNTING PROCEDURES AND DOCUMENT

  RETENTION POLICY AND PROCEDURES .......................................................................... 8

• 6. E-MAIL/PC/ELECTRONIC COMMUNICATIONS ............................................................. 10

• 7. POLITICAL CONTRIBUTIONS AND INVOLVEMENT IN POLITICAL ACTIVITIES ................ 11

• 8. ANTITRUST AND COMPETITION .................................................................................... 11

• 9. SECURITIES TRADING .................................................................................................... 13

• 10. ANTI-BRIBERY AND CORRUPTION ................................................................................. 13

• 11. COPYRIGHTS .................................................................................................................. 14

• 12. POLICY AGAINST DISCRIMINATION AND HARASSMENT ............................................... 14

• 13. ALCOHOL AND DRUGS .................................................................................................. 15

• 14. PROTECTING OUR ENVIRONMENT ............................................................................... 15

• 15. SAFETY ........................................................................................................................... 15

• 16. RETENTION OF AGENTS AND REPRESENTATIVES ......................................................... 15

• 17. ANTI-BOYCOTT .............................................................................................................. 16

• 18. PROHIBITIONS ON FINANCIAL TRANSACTIONS INVOLVING DESIGNATED

  COUNTRIES, ENTITIES AND PERSONS ........................................................................... 16

• 19. MONEY LAUNDERING ................................................................................................... 17

ACKNOWLEDGMENT AND CERTIFICATE OF COMPLIANCE

ARCH CAPITAL GROUP LTD. Code of Business Conduct

GENERAL STATEMENT

Arch Capital Group Ltd. ("ACGL") and its controlled subsidiaries (together with ACGL, the "Company") are committed to integrity in the conduct of their business and require that all Em-ployees (as defined below) perform their duties in a manner which is legally, ethically and mor-ally irreproachable. Our Board of Directors and senior management have made the develop-ment of an organizational culture that encourages compliance with the highest ethical stand-ards one of our first priorities. The Company's standards are clear: simply complying with laws or following widespread business practices may be insufficient.

To implement ACGL's commitment to integrity in the conduct of our business, we have adopted a Code of Business Conduct (the "Code") and a series of policy statements (the "Policy Statements"), as well as a Compliance and Ethics Program which is designed to ensure that we have in place policies and systems designed to prevent and detect violations of our Code and Policy Statements and to be able to respond appropriately to any violations and to prevent fur-ther violations.

The Code and Policy Statements describe the ethical principles the Company has set for the conduct of its business, and outline certain key legal requirements of which all Employees should be generally aware. Compliance with these requirements, together with any additional requirements applicable to any subsidiary, branch or other local operation of the Company un-der applicable local laws, is mandatory. While adherence to the principles set forth herein is a condition of employment at the Company, no employment contract is intended or offered by reason of this Code. Violations will not be tolerated and may result in one or more of the fol-lowing: warnings, reprimands, probation, demotion, temporary suspension, reimbursement of the Company's losses or damages, discharge or any other actions as may be appropriate. Please note that a violation of the Code or the Policy Statements may, under certain circum-stances, also constitute a criminal act which may require the Company to start legal action against such violators or refer such violation to appropriate law enforcement authorities.

The Code and the Policy Statements identify conduct which is never acceptable and which will always be considered outside the scope of your employment. It is therefore crucial that each Employee read and understand the information presented in this Code and in the Pol-icy Statements.1

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To assist Employees in complying with these principles, more detailed policy statements on some of the topics addressed below may be set forth in your Employee Handbook, as may be amended from time to time. In the case of any apparent conflict with the Employee Handbook, please seek guidance from the appropriate Compliance Officer.

SCOPE

The Code and the Policy Statements apply to all directors, officers and employees of the Company ("Employees"). In addition, where appropriate, affiliates and agents of the Company also may be required to comply with the Code and Policy Statements.

RESPONSIBILITIES

It is the responsibility of each Employee to conduct himself or herself in a manner that will support and maintain the Company's reputation for fairness and a high level of integrity. As representatives of the Company, it is essential that Employees' actions are legal and ethical. It is equally important that no actions taken by an Employee appear to others to be inconsistent with that high standard. In every case, an Employee should ask himself or herself if the conduct being contemplated would comply with Company policies and would withstand public disclo-sure and scrutiny. By doing business in this manner, we can ensure the respect of our clients, shareholders, fellow Employees, regulatory authorities, governments and neighbors.

ACKNOWLEDGMENT AND CERTIFICATION

The Code and Policy Statements supersede any pre-existing policy statement covering the same or similar subject matter. Every Employee must sign a Certificate of Compliance certi-fying that he/she has received and understands the Code and the Policy Statements and agrees to comply therewith. The required Certificate of Compliance, which must be signed and re-turned to the Group Compliance Officer or his/her designee, accompanies this document.

THE COMPLIANCE AND ETHICS PROGRAM

Overall responsibility for the functioning of the Company's Compliance and Ethics Pro-gram has been assigned to the Chief Financial Officer of ACGL, who functions as the Director of Compliance. The Director of Compliance may consult with other personnel as deemed appropri-ate and necessary to ensure the proper functioning of the Compliance and Ethics Program. Re-porting to the Director of Compliance will be the Group Compliance Officers for each of the Company's operating groups. It is the Company's policy that each Employee be provided with the names, addresses, titles, telephone numbers and e-mail addresses of each of these persons.

QUESTIONS AND REPORTING

If you see any actual or proposed business conduct by an Employee or anyone doing business with the Company, which you in good faith believe constitutes a violation of the Com-pany's Code, Policy Statements or any applicable law or regulation, or if you have any questions in that regard, or if you are aware of situations which could implicate the Company in unlawful conduct by others, you have an obligation and you are encouraged to come forward. When in doubt, ask before you act. You may bring any question you may have or report any questiona-ble conduct to the Director of Compliance or your Group Compliance Officer, or their design-ees, or take advantage of the Compliance Hotline which has been established by the Company. To the extent practicable under the circumstances, all reasonable steps will be taken to keep

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confidential the identity of anyone reporting a violation. We assure you that your communica-tions will be taken seriously and, if warranted, the matter will be investigated.

Calls to the Compliance Hotline are answered by a live operator and are documented in the vendor's incident management system. It is the responsibility of the appropriate Group Compliance Officer who will, as necessary, consult with the Director of Compliance, to deter-mine what action, if any, is appropriate. Calls to the Compliance Hotline may be made anony-mously if desired. It is the Company's policy that each Employee be provided with the tele-phone number of the Compliance Hotline.

The Company will protect Employees from negative consequences that may result from fulfilling their reporting obligations. The Company will not discharge, suspend, demote or take adverse employment action against an Employee who believes and communicates in good faith that a policy or practice is in violation of applicable laws, rules or regulations simply because an Employee makes any such report, unless the Employee has been a willful participant in the wrongdoing, has allowed or encouraged the violation to occur or has otherwise committed mis-conduct. This policy is intended to encourage Employees to come forward and report violations. We encourage Employees to disclose their own violations of any applicable law, regulation or Company policy. While we cannot promise in advance that Employees who report their own vi-olation of any applicable law, regulation or ethical standard will not be disciplined or otherwise dealt with by appropriate authorities, we would apply any discipline in a fair and equitable manner.

TRAINING

To ensure that all Employees understand their responsibilities under the Code and Pol-icy Statements, the Compliance and Ethics Program requires that the Director of Compliance, or his/her designee, and the Group Compliance Officers shall develop training programs to facili-tate compliance with the Code and Policy Statements. New Employees will receive an introduc-tory briefing on the principles of the Code and the Policy Statements as part of their orienta-tion. All Employees whose responsibilities involve compliance with the laws, regulations or standards of conduct applicable to our operations will receive additional specialized training, including participation in periodic training sessions.

PROCEDURES REGARDING WAIVERS

Because of the importance of the matters involved in this Code and Policy Statements, waivers will be granted only in limited circumstances, where the circumstances would support a waiver and to the extent permitted by applicable local law and regulations. Waivers of the Code or Policy Statements may be made only by the Director of Compliance and the General Counsel of Arch Capital Services Inc. who may act individually or together. However, waivers of the Code or Policy Statements for executive officers or directors of ACGL may only be made by the Board of Directors of ACGL. Any waiver granted to the executive officers or directors of ACGL must be publicly disclosed on ACGL's website or on Form 8-K to the extent required by U.S. securities laws or the rules and regulations of any exchange applicable to us.

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