**Exhibit 14.1**

 

**Statement of Business Practices**

 

Capital Title Group Inc. and its subsidiaries (the “Company”) adhere to ethical business standards as outlined in this Statementof Business Practices. This Statement of Business Practices (this “Statement”) is intended to provide a framework of how the Company conducts business and performs services for its customers. This Statement applies to all employees,Officers and Directors of the Company. All employees, Officers and Directors of the Company are expected to read and understand this Statement, uphold these standards in day-to-day activities, comply with all applicable policies and procedures anduse their best efforts to ensure that all agents and contractors of the Company are aware of, understand and adhere to these standards. The Company will take appropriate action against any Director, Officer or employee of the Company whose actionsare found to violate these policies or any other policies of the Company, including immediate termination of employment or business relationship at the Company’s sole discretion. 

 

Conflicts of Interest

 

The Company will comply with all applicable laws in transactions with (i) employees, Officers and Directors, (ii) companies with whichDirectors are associated and (iii) Family Members of employees, Officers and Directors. Employees, Officers, Directors or the Family Members of employees, Officers and Directors shall not receive any improper personal benefit by virtue of theposition of the employee, Officer or Director with the Company. 

 

Generally, anydirect or indirect interest in, connection with, or benefit from outside activities, which might in any way adversely affect the Company, involves a possible conflict of interest situation. A “conflict of interest” occurs when the privateinterest of an employee, Officer or Director in any way interferes – or appears to interfere – with the interests of the Company. Employees, Officers and Directors are expected to avoid all situations that might lead to a real or apparentmaterial conflict between that employee’s, Officer’s, or Director’s self-interest and their duties and responsibilities as an employee, Officer or Director of the Company. Any position or interest, financial or otherwise, that couldmaterially conflict with the performance of an employee’s, Officer’s or Director’s duties to the Company, or that affects or could reasonably be expected to affect an employee’s, Officer’s, or Director’s independence orjudgment concerning transactions between the Company and its customers or competitors, or otherwise reflects negatively on the Company would be considered a conflict of interest. 

 

The Chief Executive Officer and Audit Committee of the Board of Directors share responsibilities for monitoring and determining the responseto all possible conflicts of interest situations by Directors. The Chief Financial Officer and Chairperson of the Audit Committee of the Board of Directors are responsible for monitoring and determining the response to all possible conflicts ofinterest situations by Officers, employees and non-employees of the Company. Any material transaction or relationship that reasonably could be expected to give rise to such a conflict should be reported 

immediately through an employee’s supervisor, when appropriate in the case of internal conflicts of interest oralternatively, through the Company’s anonymous reporting system found on the Company’s website at www.capitaltitlegroup.com under the “Contact Us” page and the link entitled “Business Practices”. 

 

Loans and/or Guarantees

 

The Company will not make, renew or amend personal loans or guarantees to, or on behalf ofOfficers or Directors unless these loans are legally permissible and are offered on the same basis as offered to the general public. Personal loans or guarantees made, renewed or amended by the Company to an Officer or Director will be reported toand reviewed by the Audit Committee within the calendar year in which the personal loan is made. 

 

Investment Transactions

 

The Company does not invest in closely-held companies in which a Director is an executive officer or director and has any financial interest. We do not invest in othercompanies of which an Officer or Director is a 10% or greater owner. Any privately offered investment transactions or investment in companies of which an Officer or Director is a 10% or greater owner requires prior review and approval of the AuditCommittee. 

 

Corporate Opportunities

 

Employees, Officers and Directors are prohibited from (i) taking personaladvantage of opportunities that are discovered through the use of corporate property, information or position, (ii) using corporate property, information or position for personal gain and (iii) directly competing with the Company. 

 

Confidentiality and Privacy

 

Proprietary business information and non-public information regarding the Company or itsbusiness, employees and customers is confidential. Employees, Officers and Directors are responsible for compliance with Company policies and regulatory requirements regarding the protection, collection, use or release of confidential information.Employees, Officers and Directors may only use such confidential information for the intended business purpose of the Company. The Company must balance the privacy interests of employees and customers with the legitimate business needs forconfidential information. 

 

Fair Dealing

 

Employees, Officers and Directors are expected to deal fairly with theCompany’s customers, suppliers, competitors and employees. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealingpractice. 

 

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Protect and properly use Company assets

 

Employees, Officers and Directors should protect the Company’s assets and ensure theirproper and efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. All Company assets should be used for legitimate business purposes. 

 

Disclosure in periodic reports

 

As a public company, the Company is required to file various periodic reports with the Securities and Exchange Commission. It is Companypolicy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all required periodic reports. Employees, Officers and Directors are responsible for providing shareholders withinformation that is accurate, complete, objective, fair, relevant, timely and understandable, including in the Company’s filings with and other submissions to the Securities and Exchange Commission. 

 

Encourage reporting of illegal or unethical behavior

 

The Company does not tolerate, and takes aggressive action against, unethicalconduct or fraud whether perpetrated by employees, Officers, Directors, customers, vendors or others. The Audit Committee of the Board of Directors is responsible for overseeing investigation and response to concerns, independent of Companymanagement. However, under appropriate circumstances, the Audit Committee may direct the Company’s management to investigate and respond to concerns that may be raised. The Company promotes ethical behavior at all levels and all employees areencouraged to speak to supervisors, managers or other appropriate personnel when in doubt about the best course of action in a given situation. Employees, Officers and Directors are expected to report suspected violations of laws, rules, regulationsor this Statement to the Company’s Chief Financial Officer or a member of the Audit Committee through anonymous reporting available via the Company’s website at www.capitaltitlegroup.com under the “Contact Us” page and thelink entitled “Business Practices”. All such reports will be treated confidentially. 

 

The Company does not allow retaliation for reports made in good faith. Reprisal, threats, retribution or retaliation against any person who has in good faith reported a violation or suspected violation of law, thisStatement or other Company policies, or against any person who is assisting in any investigation or process with respect to such a violation, is strictly prohibited. Anyone who becomes aware of any such improper retaliatory conduct shouldimmediately report such conduct to the Audit Committee. 

 

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Waiver of this Statement

 

Employees, Officers, Directors of the Company are expected to follow this Statement at all times. In rare circumstances, situations may arise in which a waiver may beappropriate. Waivers will be determined on a case-by-case basis by the Company’s senior management with the advice of the Company’s counsel. However, waivers for Officers and Directors may only be granted by the Board of Directors, whichshall have the sole and absolute discretionary authority to approve any deviation or waiver from this Statement. Any waiver for Officers or Directors, and the grounds therefore, shall be disclosed to stockholders and reported publicly in accordancewith applicable laws and regulations, including the applicable laws and regulation of the Securities and Exchange Commission and The Nasdaq Stock Market, Inc. 

 

Definitions 

 

“Director” means a member of the Board of Directors of the Company. 

 

“Officer” means a named officer on the Company’s Annual Proxy Statement. 

 

“Family Member” shall mean a spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothersand sisters-in-law, and anyone (other than employees of an employee, Officer or Director) who shares a home with an employee, Officer or Director. 

 

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