CODE OF BUSINESS ETHICS (First Tier, Downstream Providers and Related Entities) REV 09-22-2014
INTRODUCTION TO THE CODE OF BUSINESS ETHICS Simply Healthcare Plan, Inc.'s ("SHP" or the "Company") Code of Business Ethics (the "Code") was prepared by the Board of Directors and senior management of SHP to provide a formal statement of the Company's commitment to the standards and rules of ethical business conduct to First Tier Entities, Downstream Entities and Related Entities, including all providers and vendors who provide or arrange for the provision of health care services or administrative services in connection with or relating to the health plan benefits offered by SHP (collectively, the "Covered Persons"). It is imperative that all Covered Persons comply with the standards contained in this Code, immediately report any alleged violations thereof to the Compliance Officer, and assist any other compliance personnel of the Company in investigating any allegations of wrongdoing. It is the policy of SHP to prevent the occurrence of unethical or unlawful behavior, to halt such behavior as soon as reasonably possible after its discovery and to discipline its personnel and Covered Persons who violate the standards contained in the Code, including individuals responsible for the failure to detect a violation. The objective of this Code is to seek compliance by Covered Persons with all applicable laws and the standards of ethics set forth in this Code. No code of conduct can cover all circumstances or anticipate every situation. Consequently, Covered Persons encountering situations not addressed specifically by this Code should apply the overall philosophy and concepts of this Code to the situation, along with the highest ethical standards observed by honorable people everywhere. If a question still exists in your mind after so doing, the particular circumstances should be reviewed with the management of SHP or the Compliance Officer. Any capitalized term not defined in this Code shall have the meaning set forth for such term in Chapter 9 of the Prescription Drug Benefit Manual and Chapter 21 of the Medicare Managed Care Manual. Ethics The Company's unwavering commitment is to obey the law. The Company's commitment does not end there because it is the policy of SHP that all of its Covered Persons conduct all business 2
affairs with honesty, integrity and high ethical standards. A well-founded reputation for scrupulous dealing is itself a priceless SHP asset. Accordingly, SHP has adopted this Code as a component of its Compliance Program to reflect the requirements of applicable federal, state and local laws and regulations and to foster honesty, integrity and high ethical standards. These standards apply to everyone at every level of the SHP organization and apply specifically, but without limitation, to SHP Covered Persons. All Covered Persons must understand that SHP cares how results are obtained, not just that they are obtained. Covered Persons must be encouraged to tell Company management all that they are doing to record all transactions accurately in their books and records, and to be honest and forthcoming with internal and external auditors and others conducting reviews or examinations for SHP. No Covered Person shall make false or misleading statements to any person or entity about the products or services of SHP or its competitors. Equally important, we expect compliance with SHP's policies, accounting rules and controls. These policies must be heeded in all instances and must not be ignored or circumvented for any reason. Conflict of Interest Covered Persons are expected to avoid conflict of interests. A conflict of interest exists where the private interest of a Covered Person could conflict, or reasonably appear to conflict, with such Covered Person's obligations, responsibilities or judgment to SHP or to the members of SHP. Covered Persons are required to discuss any potential conflict of interest with a management representative of SHP or the Compliance Officer of SHP prior to proceeding to participate in an activity or situation that could result in a potential conflict of interest. An example of a conflict of interest is any opportunity for personal gain apart from the normal compensation provided through the express terms of a contract between a Covered Person and SHP. The following is a non-exhaustive list of situations that could raise conflict of interest issues and which must be disclosed: o Activities that compete with any of SHP's lines of business o Provision of items or services to competitors 3
o Activities that interfere with the performance of duties and obligations to SHP o Interests that may influence in a manner adverse to SHP a Covered Person's decisions or actions o Accepting compensation from a third party other than SHP in connection with services provided for or on behalf of SHP o Paying remuneration to any party regarding or relating to a Covered Person s relationship with SHP other than payments to SHP pursuant to written agreements between SHP and the Covered Person. Covered Persons should avoid these and other potential conflicts of interest. In addition, Covered Persons are required to disclose potential conflicts of interests and obtain approval with respect to any such conflict from the Compliance Officer of the Company. Outside Activities Covered Persons are required to avoid activities that would have a negative impact on or conflict with the performance of their duties or obligations to SHP, or that in any way negatively impact the Company's reputation or goodwill in the community. Covered Persons are also discouraged from pursuing any business opportunity that is known to such Covered Person to be a business opportunity of SHP. Any Covered Person that feels that there may exist a conflict of interest due to investments or outside activities should consult with the Compliance Officer of the Company. Personal or Familial Relationships No Covered Person shall be supervised or establish a reporting relationship with a family member, relative or any other person with whom the Covered Person has a close personal relationship. These relationships create the possibility for conflicts and should be avoided. Covered Persons are required to report to the Compliance Officer of the Company any such potential conflict situation. 4
Financial Interests and Investments Financial interests and investments in a competitor of SHP raise potential conflict of interests and are to be avoided by a Covered Person if such interests and investments could interfere with a Covered Person s ability to meet its duties and obligations to SHP. In addition, Covered Persons are prohibited from allowing any employee of SHP from owing an interest or making an investment, either directly or indirectly, in such Covered Person. Use of Company Funds and Assets Covered Persons shall strive to preserve and protect SHP's assets by making prudent and effective use of the Company's resources. SHP assets are to be used solely for the benefit of the Company. Covered Persons are responsible for assuring that corporate assets are used only for valid SHP purposes. Our assets are much more than our equipment, inventory, corporate funds, and office supplies. They include concepts, business strategies and plans, financial data, intellectual property rights and other information about our business. These assets may not be improperly used to provide personal gain for personnel or others. Covered Persons may not transfer any SHP asset to other persons or entities, expect in the ordinary course of business as permitted in accordance with the terms and conditions of the relationship between SHP and a Covered Person. Communications with Third Parties Covered Persons must not make communications to any third parties on behalf or in the name of SHP. In addition, Covered Persons must be careful about any communications made to any third parties regarding SHP, including without limitation, any communications with the press or other media regarding SHP. With respect to all communications by a Covered Person with any third party, a Covered Person must make clear that statements made by the Covered Person are the opinion of the Covered Person and not that of SHP unless SHP has authorized in writing such Covered Person to make such statement. Any SHP related inquiries by any third parties must be directed to the appropriate party at SHP. However, nothing in this Code is intended to limit the rights and obligations of any Covered Person to communicate with its patients, including members of SHP, or to make statements or declarations required under applicable law. 5
Marketing Covered Persons are required to represent SHP products, services, benefits and terms accurately and completely, and with integrity. All materials distributed in connection with products, services, benefits and terms must be approved by SHP and must be in compliance with applicable legal requirements. These requirements apply to existing members of SHP and to prospective members. Covered Persons must not discriminate against existing or prospective members on the basis of age, health status or cost of services needed, and Covered Persons must not seek to disenroll members on account of a member's health status. Covered Persons are required to be familiar with all marketing and/or outreach guidelines and restrictions/prohibitions and to abide by all such guidelines, restrictions and prohibitions. Proper Accounting SHP maintains a system of internal controls which it believes provides reasonable assurance that transactions are executed in accordance with management's authorization and are properly recorded. No secret or unrecorded funds or asset may be created or maintained for any purpose. In addition, the making of false or fictitious entries in the books with respect to SHP transactions or the disposition of corporate assets is prohibited, and no Covered Person may engage in any transaction that requires or contemplates the making of false or fictitious entries. Trade Secrets and Confidential Information It is very important for all Covered Persons to appropriately safeguard the Company's trade secrets and confidential information and to refuse any improper access to trade secret and confidential information of any other party, including our competitors. Confidential and trade secret information includes any information which is not generally disclosed and which is useful or helpful to SHP and/or which would be useful or helpful to competitors. Common examples of confidential information include such things as financial data, sales figures for individual projects or groups of projects, payment and reimbursement information, planned new projects or 6
planned advertising programs, areas where SHP intends to expand, lists of suppliers, lists of subscribers and members, wage and salary data, capital investment plans, projected earnings, changed in management or policies of the Company, testing data, manufacturing methods, suppliers' prices to us, or any plans we may have for improving any of our services and products. In terms of our own trade secret and confidential information, our basic guidelines are: o Covered Persons should exercise care to ensure that intellectual property including patents, trademarks, copyrights and software, are carefully maintained and managed to preserve value and protect its value. o Any proprietary information to which Covered Persons may have access should be discussed with others only on a need-to-know basis. o Any disclosure of proprietary information to any outside persons should be done only in conjunction with appropriate trade secret or confidential information disclosure agreements which are provided by SHP. Patient and Member Information SHP and Covered Persons shall strive to maintain the confidentiality of patient, member and related confidential information in accordance with applicable legal and ethical standards. All Covered Persons have an obligation to conduct themselves in accordance with the principle of maintaining the confidentiality of patient and member information in accordance with all applicable laws and regulations. All Covered Persons shall refrain from revealing any personal or confidential information concerning patients or members unless supported by legitimate business or patient care purposes. If questions arise regarding an obligation to maintain the confidentiality of information or the appropriateness of releasing information, Covered Persons should seek guidance from the Company s Compliance Officer. Covered Persons are required to comply with the Health Insurance Portability and Accountability Act (HIPAA) regarding disclosure of protected health information (PHI). All Covered Persons must adhere to HIPAA guidelines and are not permitted to take any original documents or copies containing confidential and proprietary information upon termination of their relationship with SHP. 7
Dealing with Members, Providers and Suppliers SHP obtains and keeps its business because of the quality and value of its services and products, and the respect and confidence it instills in its members and business associates. Conducting business with members, subscribers, providers and suppliers can pose ethical or even legal issues. Covered Persons are required to comply with all requirements of applicable laws in their dealings with members, subscribers, suppliers and other Covered Persons. Fraud and Abuse All Covered Persons are responsible to report any suspected health care fraud to the Compliance Officer or the Compliance Hotline at 1-877-253-9251. This Code provides an overall summary of potential fraud and abuse as it relates to SHP and industry standards and it is not all inclusive. SHP's training program includes a mandatory Fraud and Abuse Prevention training for all Covered Persons. The individual reporting the potential fraud/abuse incident needs to be prepared to provide the name of the individual involved in the incident and all the relevant and necessary information. SHP will protect the identity of the reporting individual(s), as reasonably possible and required by law. Covered Persons must report potential fraud and abuse such as reporting of pricing and rebates, Fraud/Waste/Abuse and/or fraudulent Medicare sales and marketing practices to CMS and the OIG. Reporting potential fraud waste and abuse can be accomplished via the SHP FWA confidential e-mail, the FWA confidential hotline (1-877-253-9251), by completing a FWA Special Investigations Unit (SIU) Referral forms available on the Company s website and/or by contacting the Compliance Officer directly The following guidelines are intended to help all Covered Persons make the appropriate ethical determination in potentially difficult situations: o Kickbacks and Rebates Purchase or sales of goods and services must not lead to Covered Persons or their families receiving personal kickbacks or rebates. These can take many forms and are not limited to direct cash payments or credits. In general, if you or your family stand to gain personally through the transaction, it is prohibited. Such practices are not only unethical but are in many cases illegal. 8
In addition, since SHP is engaged in the delivery and provision of health care services and products, it is subject to state and federal fraud and abuse laws. SHP expects its Covered Persons to refrain from any conduct that may violate such laws. These laws generally prohibit (i) direct, indirect, or disguised payments in exchange for referral of patients, (ii) the submission of false, fraudulent, or misleading claims to any governmental entity or third party, including claims for services not rendered or claims that do not otherwise comply with applicable governmental programs or contractual requirements, and (iii) false representations to any person or entity in order to gain or retain participation in a governmental program or to obtain payment for any service. For additional guidance please refer to the Compliance Officer or SHP's Compliance Program. o Gifts or Gratuities Covered Persons may not accept or offer gifts of money under any circumstances, nor may they offer or solicit nonmonetary gifts, gratuities or any other personal benefit or favor of any kind in order to secure a relationship with SHP or in furtherance of such relationship. Unsolicited non-monetary gifts of nominal value are not prohibited by the foregoing policy as long as such gifts are permitted under applicable law. Similarly, the offer or giving of money, services, or other things of value with the expectation of influencing the judgment of decision making process of any SHP employee or representative, or any member or subscriber, government official or other person or entity is absolutely prohibited. Any such conduct must be reported immediately to the Compliance Officer. o Travel and Entertainment Covered Persons must comply with the Company's policies relating to travel and entertainment expenses. Covered Persons may not encourage or solicit entertainment from the Company and must not offer travel or entertainment to employees of the Company. Under no circumstances should Covered Persons offer travel for the purpose of influencing decision making by the Company. Covered Persons may offer entertainment benefits that are not lavish and which are reasonable and infrequent. 9
o Payments Arrangements Between SHP and Covered Persons Agreements between the Company and Covered Persons must be in writing in the standard company format, and must clearly and accurately set forth the services to be performed, the basis for earning the compensation involved. All such agreements must be made in accordance with the requirements of federal and state law to which the Company is subject. Any such payments must be reasonable in amount, not excessive in light of the practice in the trade, and commensurate with the value of the services rendered. o Payments to Government Employees No payments of money, gifts, services, entertainment or anything of value may be offered or made available in any amount, directly or indirectly, to any government official or employee by any Covered Person or on such Covered Person s behalf. Such payments or offers are not legal in the United States. Such payments should not be made in other countries, even if legal there, if they are in violation of U.S. laws, regardless of the nationality of the recipient. If in doubt, consult the Compliance Officer. o Other Improper Payments No payments or offer of benefit of any kind other than those included in standard marketing policies of the Company may be made to subscribers, members, providers or other persons or entities as an inducement for them to purchase, obtain, use or recommend services or products. Only inducements approved by the Company in accordance with law and available to all parties in similar circumstances on an equal basis may be offered. The use of the Company funds or assets or the funds or assets of a Covered Person for any unlawful or unethical purpose is prohibited. Any payment which is improper when made by Company is likewise improper if made by an agent, consultant, or other third party (including any Covered Person) on behalf of the Company. The making of any payment to a third party for any purpose other than disclosed on the payment documentation is prohibited. o o 10
o Distribution of Code The Company may distribute this Code to all third party agents and contractors who act for or on behalf of the Company and to vendors who conduct significant business with the Company as determined by SHP. The Compliance Officer shall inform all such parties of SHP's requirement of strict adherence to this Code. Books and Records o Falsification of Records Federal law requires the Company to assure that its books and records accurately reflect the true nature of the transactions represented. Similarly, Covered Persons are required to maintain accurate books and records reflecting the nature of the transactions in which they engage. It is against Company policy, and possibly illegal, for Covered Persons to cause their books and records to be inaccurate. An example would include making the records appear as though payments were made to one person when, in fact, they were made to another, and the creation of any other records which did not accurately reflect the true nature of the transaction. False or artificial entries must not be made in a Covered Person's books and records or in any public record. "Slush funds" or similar off-book accounts, where there is no accounting for receipts or expenditures on corporate books, are strictly prohibited. It is very important that Covered Persons not create or participate in the creation of any records which are intended to mislead or to conceal anything that is illegal or unethical. o Retention of Records Disposal or destruction of the Company's records and files is not discretionary. Legal and regulatory practice requires the retention of certain records for various periods of time, particularly in the areas of tax, personnel, health and safety, environmental, contract and corporate. In addition, when litigation or a government investigation or audit is pending, relevant records must not be destroyed until the matter is closed. Destruction of records 11
to avoid disclosure in a legal proceeding may constitute a criminal offense. Refer to the Compliance Officer for information on retention periods and restrictions. Safety, Health and Environment In the United States, regulatory agencies exist under federal, state or local jurisdictions to ensure compliance with laws and regulations affecting safety, health and environmental protection. It is the Company's policy to comply with both the letter and the spirit of the laws and regulations imposed by these agencies and to attempt to develop a cooperative attitude with inspection and enforcement personnel from the agencies. In keeping with this spirit, Covered Persons are required to comply with all laws and regulations relating to safety, health and environmental protection. In addition, Covered Persons are required to provide a safe and healthy work environment and place of business for SHP members, personnel, providers, agents and representatives. Member/Employee Relations The Company believes that the fair and equitable treatment of employees, members and other persons is critical to fulfilling its visions and goals. It is a policy of the Company to enroll subscribers and treat members without regard to sex, race, creed, age, physical condition or national origin, or any other classification prohibited by law. Covered Persons are required to comply with this policy. It is the policy of the Company to provide equal employment opportunity in the United States to individuals who are qualified to perform job requirements, regardless of their race, color, sex, sexual orientation, religion, national original or age. Equal opportunity shall be provided in all aspects of the employment relationship, including recruitment, hiring, work assignment, promotion, transfer, termination, wage and salary administration, and selection for training, Covered Persons are required to comply with this policy. There are laws prohibiting discrimination against minorities, sexual harassment, and similar misconduct. Regardless of any legal prohibition, every employee has a right to a work environment free of harassment or discrimination because of sex, sexual orientation, race, creed, age, physical condition or national origin. Accordingly, not only must Covered Persons meet the 12
applicable legal requirements relating to the treatment of their employees but are required to treat Company personnel, agents, representatives and providers with courtesy and fairness and to have respect for the dignity of the other person. Drugs and Alcohol SHP prohibits the use or possession of any illegal drugs or any alcohol on Company property. Personnel are also prohibited from being on Company property under the influence of either drugs or alcohol. Administration and Application of this Code of Business Ethics The Company expects Covered Persons to abide by the standards set forth herein and to conduct their business and affairs in a manner consistent with the general statement of principles set forth herein. Failure to abide by this Code or the guidelines for behavior set forth in this Code may lead to corrective disciplinary action, which shall be taken in accordance with applicable law and with the terms and conditions governing the relationship between SHP and the Covered Person. Any corrective action plan will take into consideration the nature and severity of the violation and other facts and circumstances relating to the violation, including whether: actions were taken intentionally or recklessly, the Covered Person has committed violations in the past, the Covered Person cooperates with any investigation or resolution; the Covered Person sought to conceal facts. Nothing in this Code is intended to nor shall be construed as providing any additional rights or benefits to a Covered Person or any other person. The Company reserves the right to modify, amend, or alter the Code without notice to Covered Persons, as deemed necessary by the Company. SHP requires that its Covered Persons report any potential violation of applicable law relating to SHP or its business, this Code or other Company policy to the Compliance Hotline at - 1-855- 782-8281. Covered Persons are also encouraged to discuss any concerns they may have about compliance with applicable laws or with this Code to the Compliance Hotline. 13
Furthermore, SHP is concerned about the privacy of member information and the compliance with this Code as it relates to patient privacy and confidentiality. Covered Persons are required to report any potential privacy violation to the Compliance Hotline at 1-855-782-8281. It is SHP's policy to investigate violations of this Code (and the law) and Covered Persons are required to cooperate with any such violations. SHP will always endeavor to maintain the anonymity and confidentiality of any person reporting a violation is such person requests that such confidentiality or anonymity be maintained. The law may require the identity of the person making the report to be revealed to the appropriate authorities if such reports are not made on an anonymous basis. SHP will not retaliate against any Covered Person who, in good faith, reports suspected or actual misconduct or noncompliance with this Code or the law. Laws Generally Applicable to Covered Persons SHP requires that Covered Persons abide by the provisions of each of the laws set forth below. Covered Persons are required to be familiar with each of these laws and to seek independent legal guidance to ensure compliance with these laws. 1. Civil and Criminal False Claims (42 U.S.C. 1320a-7b(a)) Covered Persons shall not knowingly and/or willfully make or cause to be made any false statement or representation of material fact in any claim or application for benefits under any federal health care program or health care benefit program. In addition, Covered Persons shall not, with knowledge and fraudulent intent, retain federal health care program of health care benefit program funds, which have not been properly paid. 2. Anti-Kickback Act (42 U.S.C. l320a-7b(b)) and Anti-Kickback Act of 1974 (74 O.S. 1991, 3401, et seq.) Covered Persons shall not knowingly and/or willfully solicit, offer to pay or receive, any remuneration, either directly or indirectly, overtly or covertly, in cash or in kind, in return for: 14
a. Referring an individual to a person for the furnishing, or arranging for the furnishing, of any item or service for which payment may be made, in whole or in part, under any federal health care program; b. Purchasing, leasing, ordering, or arranging for, or recommending the purchasing, leasing, or ordering of any goods, facility, service or item for which payment may be made in whole or in part, under any federal health care program; or c. Remuneration may include kickback payments, bribes, or rebates. 3. Civil Monetary Penalties Act (42 U.S.C. 1320a-7a) Covered Persons shall not knowingly present a claim to any federal health care program or health care benefit program for an item or service the person know or should have known, was not provided, was fraudulent, or was not medically necessary. Covered Persons shall not give or cause to be given any information with respect to coverage of prescription services which that person knows is false and could influence the decision regarding when to discharge an individual from any health care facility. Covered Persons shall not offer to transfer, or transfer, any remuneration to a beneficiary under a federal health care program, that the person knows or should know is likely to influence the beneficiary to order and/or receive any item or service from a particular provider, practitioner, or supplier, for which payment may be made, in whole or in part, under a federal health care program. Remuneration includes the waiver of coinsurance and deductible amounts except as otherwise provided, and transfers of items or services for free or for less than fair market value. 4. Ethics in Patient Referrals Act of 1989 (42 U.S.C. l395nn) Covered Persons who have an ownership and/or compensation relationship in non-excluded entities shall not refer a patient in need of designated health services for which payment may be made under Medicare or Medicaid to such entities with which they have a financial relationship. 15
5. Health Care Fund (18 U.S.C. 1347) Covered Persons shall not knowingly or willfully execute or attempt to execute, a scheme or artifice to: defraud any health care benefit program; or obtain, by means of false or fraudulent pretense, representation, or promise any of the money or property owned by or under the custody or control of any health care benefit program, in connection with the delivery of, or payment for, health care benefits, items, or services. 6. Criminal False Statements Related to Health Care Matters (18 U.S.C. 1035) Covered Persons shall not knowingly and willfully make or use any false, fictitious, or fraudulent statements, representation, writings or documents regarding a material fact in connection with the delivery of, or payment for, health care benefits, items or services. Covered Persons shall not knowingly and willfully falsify, conceal or cover up a material fact by any trick, scheme or device. 7. Civil False Claims Act (31 U.S.C. 3729) Covered Persons shall not: a. Knowingly file a false or fraudulent claim for payments to a governmental agency, or health care benefit program, b. Knowingly use a false record or statement to obtain payment on a false or fraudulent claim from a governmental agency of health care benefit program, or c. Conspire to defraud a governmental agency or health care benefit program by attempting to have a false or fraudulent claim paid. Examples of false or fraudulent claims include, but are not limited to, double billing, submitting or processing claims for items or services not provided, submitting or processing claims for items or services not medically necessary, submitting or processing claims for quantities of medications that were not dispensed, and billing for non-covered services. 16
8. Criminal False Claims Act (18 U.S.C. 286, 287) Covered Persons shall not knowingly make any false, fraudulent or fictitious claim against a governmental agency or health care benefit program. Conspiring to defraud a governmental agency or health care benefit program is prohibited. 9. Criminal Wire and Mail Fraud (18 U.S.C. 1341, 1343) Covered Persons shall not devise and/or implement a scheme to defraud a governmental agency or health care benefit program, which uses the U.S. Postal Service, private postal carriers or telephone lines to perpetrate the fraud. 10. Criminal False Statement Act (18 U.S.C. 1001) Covered Persons shall not knowingly and willfully falsify or make any fraudulent, false or fictitious statement against a governmental agency or health care benefit program. 11. Theft or Embezzlement in Connection with Health Care (18 U.S.C. 669) Covered Persons shall not embezzle, steal or otherwise, without authority, convert to the benefit of another person, or intentionally misapply money, funds, securities, premiums, credits, property, or other assets of a health care benefit program. 12. Obstruction of Criminal Investigations of Health Care Offense (18 U.S.C. 1518) Covered Persons shall not willfully prevent, obstruct, mislead, delay, or attempt to prevent, obstruct, mislead or delay the communication of information or records relating to a violation of a federal health care offense to a criminal investigator. 13. Criminal Conspiracy (18 U.S.C. 371) Covered Persons shall not conspire to defraud any governmental agency or health care benefit program in any manner or for any purpose. 14. RICO and Money Laundering Acts (18 U.S.C. 1956, 1961 et. seq.) Covered Persons shall not use any income obtained from mail or wire fraud to operate any enterprise. In addition, Covered Persons shall not use the proceeds of wire or mail fraud in financial transactions, which promote the underlying fraud. 17
15. Electronic Communications Privacy Act (18 U.S.C. 2510 et seq.) Covered Persons shall not intercept a wire, oral or electronic communication where such person is a party to the communication or where one of the parties to the communication has given prior consent to such interception. 18