Exhibit 14.1
CODE OF CONDUCT
AND
BUSINESS ETHICS
WellCare
Health Plans, Inc.
WellCare Health Plans, Inc.
CODE
OF CONDUCT AND BUSINESS ETHICS
Table
of Contents
|
I.
|
INTRODUCTION
|
3
|
|
|
A. General
Purpose
|
3
|
|
|
B.
Acknowledgment
|
4
|
|
|
C.
Training
|
4
|
|
II.
|
SEEKING
ADVICE AND REPORTING CONCERNS
|
6
|
|
|
A.
When to Seek Advice
|
6
|
|
|
B.
Where to Go for Advice or to Report a Violation
|
6
|
|
|
C.
Non-Retaliation
|
7
|
|
III
|
AUDITS
AND INVESTIGATIONS
|
8
|
|
IV.
|
DISCIPLINE
|
9
|
|
V.
|
OUR
WORKPLACE
|
11
|
|
|
A.
Respect for All Associates
|
11
|
|
|
B.
Environment, Health and Safety
|
12
|
|
|
C.
Alcohol and Drug Use
|
13
|
|
VI.
|
OUR
COMPANY
|
14
|
|
|
A.
Accurate Books and Records
|
14
|
|
|
B.
Accurate Medical Records and Information
|
15
|
|
|
C.
Records Retention
|
15
|
|
|
D.
Computer and Information Systems
|
16
|
|
|
E.
Safeguarding Physical and Intellectual Property
|
17
|
|
|
F.
Use of WellCare’s Assets
|
18
|
|
|
G.
Prohibition on Insider Trading
|
18
|
|
VII.
|
THE
MARKETPLACE
|
19
|
|
|
A.
Conflicts of Interest
|
19
|
|
|
B.
Corporate Opportunities
|
21
|
|
|
C.
Proprietary and Confidential Information
|
22
|
|
|
D.
Business Courtesies, Gifts and Entertainment
|
24
|
|
|
E.
Bribes, Kickbacks and Illegal Inducements
|
27
|
|
|
F.
Fair Competition and Antitrust Laws
|
28
|
|
|
G.
Money Laundering Prevention and Combating Financing of
Terrorism
|
29
|
|
|
H.
Government Reimbursement and the False Claims Act
|
29
|
|
|
I.
Procurement Integrity
|
30
|
|
|
J.
Ineligible Healthcare Providers
|
30
|
|
|
K.
Consultants, Agents and Representatives
|
30
|
|
|
L.
Marketing, Promotion and Enrollment
|
30
|
|
VIII.
|
MEDIA
AND PUBLIC AFFAIRS
|
32
|
|
|
A.
Media and Public Relations
|
32
|
|
|
B.
Political Contributions and Activities
|
32
|
|
|
C.
Lobbying
|
32
|
|
|
D.
Quality of Care
|
33
|
|
|
E.
Responding to Government Audits, Inspections and
Investigations
|
33
|
|
IX.
|
AMENDMENTS
AND WAIVERS OF THIS CODE
|
35
|
| ACKNOWLEDGMENT
CODE OF CONDUCT AND BUSINESS ETHICS |
36 |
WellCare
Health Plans, Inc.
CODE OF CONDUCT
AND BUSINESS ETHICS
WellCare
Health Plans, Inc., and its affiliates and subsidiaries (collectively,
“WellCare” or the “Company”) is committed to the highest standards of excellence
and professionalism in all of its endeavors. This commitment applies
to all aspects of our work, and the ethics and integrity with which we conduct
our business. It is vital to our sustained success.
This Code
of Conduct and Business Ethics (hereinafter referred to as the “Code”)
enunciates the basic principles governing our business activities and
relationships. The Code is based on the laws, rules, and regulations
that apply to our work. All directors, officers, and Associates of
the Company must adhere to, and comply fully with, the Code. Each and
every one of us is accountable for understanding, and complying with, the Code,
and for reporting, internally, any possible violations of the Code of which we
become aware.
While the
specific provisions of the Code cannot address every circumstance you may
encounter, they underscore the basic principles that should guide all of our
activities: good judgment, personal honesty and sound business
ethics. The general guidelines of this Code, read together with
WellCare’s Associate Handbook, help point us in the right
direction
and provide each director, officer and Associate with the Company’s
expectations regarding business dealings. Answering the
following questions also may help you evaluate specific situations:
|
|
·
|
Will
my action comply with the intent and purpose of WellCare’s policies and
practices?
|
|
|
·
|
Will
I compromise myself or the reputation of WellCare by this action if it
becomes known to my supervisor, colleagues or
friends?
|
· Is
this action honest in every respect?
· Could
this action appear inappropriate to others, even if it is ethical?
Regardless
of the specific situation you face, the best course of action at all times is to
be honest, forthright and loyal.
B.
Acknowledgment
After
reviewing carefully this Code, each director, officer and Associate must sign
the acknowledgment on the last page of this document. Please tear off
this acknowledgment page and return it to the Chief Compliance Officer within
five (5) business days from receipt of this Code.
C.
Training
WellCare,
under the guidance of its Chief Compliance Officer, will maintain and update
training and monitoring programs to educate its directors, officers and
Associates on the legal and regulatory requirements of their respective duties
and positions, and to detect possible violations. These programs may
include additional written policies, informational handouts and memoranda or,
when appropriate, training seminars in
selected areas. WellCare will continue to monitor and
promote compliance with existing and new federal and state laws and
regulations.
II.
SEEKING ADVICE AND REPORTING CONCERNS
A.
When to Seek Advice
You
should seek advice when you are unsure about an appropriate legal or ethical
course of action. If you have a question or concern about a
particular practice or activity, you should not speculate as to the correct
answer. This includes situations when:
· applicable
policies seem difficult to interpret under the circumstances;
· the
relevant laws or standards are complex;
· you
have limited experience dealing with the subject matter; or
· you
find yourself in a “gray area” and need guidance.
WellCare
directors, officers and Associates have a duty to report potential or suspected
violations of this Code of Conduct. This includes situations where
you know or suspect a WellCare director, officer or Associate, or those with
whom the Company does business, is about to engage in fraud or abuse, or any
other illegal or unethical activity. Failure to report misconduct may
disqualify Associates from eligibility for raises or bonuses, or result in
disciplinary action.
B. Where to Go
for Advice or to Report a Violation
You may
ask questions about reporting violations or raise the matter with:
1.
your immediate supervisor or manager;
2.
the Chief Compliance Officer;
4.
the Human Resources Department; or
|
|
5.
|
the
Chief Financial Officer, if related to financial, accounting or auditing
matters.
|
If you
wish to report a suspected violation of this Code anonymously, you may call the
WellCare
Hotline at 1-866-678-8355. If you choose to reveal your
identity, it will not be disclosed unless it becomes absolutely necessary during
an investigation. If you
are uncomfortable using any of the procedures above for reporting violations or
concerns, you may contact any Board member by writing to:
Ruben
King-Shaw, Jr., Chairperson
Regulatory
Compliance Committee
of
the Board of Directors
WellCare
Health Plans, Inc.
8735
Henderson Road
Renaissance
2
C.
Non-Retaliation
WellCare
prohibits retaliation against any Associate for reporting in good faith a
possible violation of this Code or of a law, rule or
regulation. Retaliation for reporting a federal offense is illegal
under federal law.
In no
event will WellCare take or threaten any action against you as a reprisal or
retaliation for making a complaint or disclosing or reporting information in
good faith. However, if a reporting individual was involved in an
improper activity, the individual may be disciplined appropriately, even if he
or she was the one who disclosed the matter
to
WellCare. In these circumstances, we may consider the decision to
report the matter, and any subsequent cooperation, as mitigating factors in any
disciplinary decision.
III. AUDITS
AND INVESTIGATIONS
All
Associates have a duty to cooperate fully in all audits, inquiries,
investigations or other reviews conducted by Internal Audit, the Corporate
Compliance Department, the Office of the General Counsel, the Finance
Department, Human Resources, the Board of Directors or any Committee thereof,
and any of these entities’ outside advisors, consultants and/or
counsel.
Full
cooperation includes promptly, completely and truthfully complying with all
requests for documents, information and interviews, including, but not limited
to:
|
|
·
|
retaining
and producing, as requested, all potentially relevant corporate data,
documents, files and records;
|
|
|
·
|
attending
interviews and responding completely and truthfully to any and all
interview questions; and
|
|
|
·
|
where
an audit, inquiry, investigation or other review is being conducted by an
outside advisor, consultant or counsel, complying with that outside
entity’s requests under the direction of the Office of General
Counsel.
|
Failure
to comply with this provision of the Code will lead to disciplinary action, up
to and including termination.
IV. DISCIPLINE
WellCare
expects the conduct of its directors, officers and Associates to be governed by
the highest ethical standards, good judgment and consideration of
others. Any act that may be considered to be contrary to the policy
and purpose of the Code or harmful to another director, officer, Associate or
the Company, may be cause for disciplinary actions. Acts that are
subject to immediate disciplinary action include, but are not limited to, the
following:
|
|
1.
|
violating
laws, regulations or WellCare’s Code of Conduct, policies or
procedures;
|
|
|
2.
|
directing
or encouraging others to violate laws, regulations, WellCare’s Code of
Conduct, policies or procedures;
|
|
|
3.
|
failing
to report known or suspected violations of laws, regulations, WellCare’s
Code of Conduct, policies or
procedures;
|
|
|
4.
|
interfering
with or being uncooperative during an internal or external investigation;
and
|
|
|
5.
|
retaliating
against others for reporting a concern or
violation.
|
Disciplinary
actions for violations of the Code can include verbal or written reprimands,
suspension or termination. The severity of the corrective action will
be determined by senior management in consultation with the Chief Compliance
Officer, the Corporate Compliance Committee, the General Counsel and the
Associate’s supervisor, as may be appropriate. In some cases,
WellCare may take corrective action against supervisors who fail to detect or
report misconduct on the part of Associates or business partners under their
supervision.
WellCare
Associates also should be mindful that violations of laws, regulations or
WellCare’s Code of Conduct, policies or procedures could trigger external legal
action against you, your colleagues, and/or the Company. Criminal or
government enforcement action can include suspension or revocation of licenses,
sanctions, monetary fines, criminal penalties, and imprisonment.
V. OUR
WORKPLACE
A.
Respect for All
Associates
We are a
team, and our success depends on your contribution and ability to inspire the
trust and confidence of your co-workers, supervisors and
members. Respect for the rights and dignity of others, and a
dedication to the good of our Company, are essential.
It is
WellCare’s policy, among other things:
· to
hire, pay, and assign work on the basis of qualifications and
performance;
|
|
·
|
not
to discriminate on the basis of race, religion, ethnicity, national
origin, color, gender, age, citizenship, veteran’s status, marital status
or disability;
|
· to
attract and retain a highly talented workforce;
|
|
·
|
to
encourage skill growth through training and education and promotional
opportunities;
|
|
|
·
|
to
encourage an open discussion between all levels of Associates and to
provide an opportunity for feedback from the top to the bottom and from
the bottom to the top;
|
|
|
·
|
to
prohibit any sexual, physical, verbal, or any other kind of harassment in
the workplace;
|
|
|
·
|
to
make the safety and security of our Associates while at Company facilities
a priority;
|
· to
recognize and reward efforts that exceed our expectations; and
· to respect all workers’ rights to
dignity and personal privacy by maintaining the protection of confidential
Associate and member information, including protected health
information.
B.
Environment, Health and Safety
WellCare
strives to protect the environment and the health and safety of its Associates
through compliance with applicable health, safety, and environmental laws and
regulations. Each director, officer and Associate is also expected to
comply with WellCare’s policies, programs, standards, and procedures, and report
accidents, injuries, and unsafe equipment, practices, or
conditions.
The
possession or use of firearms or other weapons on Company premises is
prohibited.
Safety
can only be achieved through teamwork. You must practice safety
awareness by thinking defensively, anticipating unsafe situations and reporting
unsafe conditions immediately. A violation of a safety precaution is
in itself an unsafe act.
Please
observe the following precautions:
|
|
1.
|
Notify
your direct manager of any emergency situations. If you are
injured or become sick at work, no matter how slightly, you must inform
your direct manager immediately.
|
|
|
2.
|
Use,
adjust and repair machines and equipment only if you are trained and
qualified.
|
|
|
3.
|
Get
help when lifting or pushing heavy
objects.
|
|
|
4.
|
Understand
your job fully and follow instructions. If you are not sure of
the safe procedure, don’t guess….ask your direct
manager.
|
|
|
5.
|
Know
your locations, contents and use of first aid and fire fighting
equipment.
|
|
|
6.
|
Do
not remove or disable any safety device or guards on
equipment.
|
C.
Alcohol and Drug Use
WellCare
strives to maintain a drug-free work environment. Accordingly, the
use of alcohol, illegal drugs or legal drugs that interfere with the ability to
perform one’s work duties while on Company premises is
prohibited. The possession of illegal substances on Company premises
also is prohibited.
VI. OUR
COMPANY
A.
Accurate Books and Records
WellCare’s
books, records and accounts must accurately and fairly reflect the business
transactions and assets of WellCare.
No
business records, including records pertaining to the provision of health care
services, should ever be falsified or altered. WellCare Associates
also must not create or participate in creating records that have the effect of
misleading or of concealing improprieties. In particular, no one may
directly or indirectly:
· make
or cause to be made a false or misleading statement or report;
|
|
·
|
fail
to state, or cause another person to fail to state, any fact that, when
omitted from a statement, renders that statement misleading;
or
|
|
|
·
|
otherwise
be dishonest or deceptive in recording business transactions or
maintaining records.
|
If you
are not sure about the accuracy or completeness of information, do not
guess. Do what you can to find the correct information or discuss the
situation with your supervisor.
WellCare’s
commitment to accurate financial books, records and reports extends to all
transactions, including any payment or receipt of money, transfer of property,
property interest, ownership or ownership interest or furnishing of
services. WellCare directors, officers and Associates have a duty to
accurately document in the Company’s books and records profits, losses,
financial transactions and matters involving its assets and
business. Further, all WellCare directors, officers and Associates
shall ensure full, fair, accurate, timely and understandable disclosure in
reports and documents that WellCare
files
with the Securities and Exchange Commission and in other public communications
made by WellCare.
B.
Accurate Medical Records and Information
WellCare’s
medical records and information must be complete and accurate in all respects
and maintained in material conformity with managed care practice standards and
applicable requirements of any government authority having regulatory
jurisdiction over WellCare. You must ensure at all times that all
billing policies, arrangements, medical records, protocols and instructions
comply with reimbursement requirements under Medicare, Medicaid and other
applicable medical reimbursement programs.
C. Records
Retention
Company
records retention policies establish consistent practices concerning how long
records should be kept and when, in the normal course of business, they should
be destroyed. You must comply at all times with all records retention
policies and with any document or record preservation
notices. Records must be maintained for the duration of assigned
retention periods. Records that are possibly relevant to litigation
or a government investigation may not be destroyed until the matter has been
concluded and the General Counsel has approved, in writing, of the
destruction. Destroying or altering documents with the intent to
obstruct a pending or anticipated official government proceeding is a criminal
act and could result in large fines and incarceration.
A record
is any information, regardless of physical format, which has been created or
received in the transaction of the Company’s business. Physical
format of a record includes hard copy, electronic, magnetic tape, disk, audio,
video, optical image, etc.
D.
Computer and Information Systems
As with
other equipment and assets of WellCare, every employee is responsible for the
appropriate use of telephones, computers and any WellCare issued mobile
communications devices. Except for limited, incidental personal use,
such equipment may be used only for business purposes. Personal use
of electronic equipment and systems may be subject to access and usage
restrictions.
Employees
are prohibited from accessing, displaying, transmitting and/or downloading
websites that contain sexually explicit, illegal or discriminatory
content.
You
should not expect a right to privacy in your e-mail or Internet
use. Subject to applicable local law, WellCare may review all
electronic information and communications. All WellCare equipment,
systems or networks may be subject to monitoring.
WellCare
will utilize standard system administration procedures to access, support, and
maintain all electronic equipment and systems. Should unique software
be authorized and installed on computers to support project requirements, all
applicable passwords or codes must be provided to the Information Technology
(“IT”) Department to facilitate support. WellCare will not be
responsible for the maintenance or restoration of equipment or systems that have
not been approved by the IT Department.
No one
may access, or attempt to obtain access to, another individual’s or the
Company’s electronic communications without appropriate
authorization.
E.
Safeguarding Physical and Intellectual Property
Associates
should use Company assets only for their intended use and as
authorized. In addition, WellCare Associates have the responsibility
to protect Company assets against theft and misuse. You are expected
to demonstrate proper care when using WellCare’s property and
equipment. No property may be removed from the premises without
proper authorization. No information may be used or disclosed for a
non-WellCare purpose without the authorization of an executive officer or unless
required or mandated by law or regulation.
It is
WellCare’s policy to respect the intellectual property and capital of members,
suppliers, vendors, business partners, providers, and
competitors. WellCare will comply with applicable licensing, royalty,
and rental agreements.
WellCare
does not condone the illegal duplication of software or any copyrighted
materials. It is both illegal and unethical to engage in practices
that violate copyright laws or licensing agreements. WellCare
requires that all Associates respect the rights conferred by such laws and
agreements and refrain from making unauthorized copies of protected
materials.
WellCare
reserves the right to apply for patents, copyrights, trademarks or service marks
for any invention or creation by Associates while at the Company’s place of
business or in furtherance of a Company project.
F.
Use of WellCare’s Assets
All
WellCare assets should be used only for legitimate business
purposes. You must protect WellCare’s assets and may not use any of
WellCare’s assets for your own personal benefit or gain.
G.
Prohibition on Insider Trading
In
conducting WellCare business, we often learn material, non-public information
about WellCare, its suppliers, providers, and other companies. It is
our duty to safeguard this information from improper use. More
specifically, it is against WellCare policy, and it is illegal to:
· trade
securities while in possession of material, non-public information;
and
|
|
·
|
pass
material, non-public information to anyone who may trade securities based
on it or give others recommendation to buy or sell
securities.
|
Additionally,
Associates may not:
· engage
in speculative trading in securities of WellCare or its
subsidiaries;
· engage
in hedging transactions using WellCare securities;
· “short
sell” WellCare securities; or
|
|
·
|
trade
derivative securities, such as “put” or “call” options, swaps or collars
related to WellCare securities.
|
Associates
of certain business areas may be subject to pre-clearance requirements in regard
to their personal trading activities.
VII. THE
MARKETPLACE
A. Conflicts
of Interest
A
“conflict of interest” exists whenever an individual’s private interests
interfere or conflict in any way (or even appear to interfere or conflict) with
the interests of WellCare. It is your responsibility to avoid
situations in which your personal interest could conflict with the interests of
WellCare.
Conflicts
of interest can arise in a variety of circumstances. These may
include situations in which an individual may receive funds, property or
services from other parties in addition to the standard compensation received
from WellCare, or in which an individual’s personal interests may conflict with
those of WellCare. In addition to conflicts of interest arising when
your responsibilities at WellCare present an opportunity for personal gain apart
from your normal compensation from WellCare, conflicts of interest may arise
when you take action or have an interest that may make it difficult to perform
your work on behalf of WellCare in an objective and effective
manner.
You
should also be mindful that federal, state and local governments also have
specific restrictions and rules on conflicts of interest. Please
consult with your supervisor or a member of senior management if you have a
question about one of these rules.
If you
find yourself in a situation in which you believe a conflict of interest exists
or may exist, you should seek guidance from the Chief Compliance Officer, the
Corporate Compliance Department or Legal Services Area.
While it
is not possible to describe every situation, the following are examples of
potential conflicts of interest.
Financial
Interests:
|
|
·
|
financial
transactions involving a personal or financial interest that may affect
WellCare;
|
|
|
·
|
financial
interest in any business with which WellCare has a business relationship;
and
|
|
|
·
|
acquiring
real estate or any other interest the Associate knows or has reason to
know that WellCare may be interested in
purchasing.
|
A
financial interest in the sense used above does not include ownership of a small
number of publicly traded securities of a corporation.
Information:
|
|
·
|
obtaining
or releasing confidential information or data concerning WellCare or its
operations without proper authorization;
and
|
|
|
·
|
using
any non-public information in relation to the sale or purchase of stock or
other securities.
|
Employment,
Memberships and Business Relationships:
|
|
·
|
obtaining
secondary employment with competitors or any company seeking to have a
business relationship with WellCare. (All WellCare Associates
must disclose all outside employment to their supervisor or to members of
senior management);
|
|
|
·
|
serving
or accepting a position on the board of directors of another company,
civic association, or non-profit organization without express written
approval from senior management;
|
|
|
·
|
using
relatives of current Associates in a sub-contracting arrangement, unless
specifically cleared in advance;
|
|
|
·
|
hiring
relatives of current Associates where the relative reports to or is
evaluated by the other; and
|
|
|
·
|
using
a former government employee on a project in which that individual
personally participated while working for the government, unless the
former government employee has fully complied with the relevant state
“revolving door” statutes. Questions regarding this policy
should be directed to the Chief Compliance Officer or the General
Counsel.
|
Political
Activities:
|
|
·
|
exerting
any form of coercion or using any form of inducement to pressure a fellow
Associate into participating in or contributing to a political
campaign.
|
B. Corporate
Opportunities
Each
director, executive officer, senior financial officer, and Associate owes a duty
to WellCare to advance WellCare’s legitimate business interests when the
opportunity to do so arises. Each director, executive officer, senior
financial officer, and Associate is prohibited from taking for himself or
herself or directing to a third-party a business opportunity that is discovered
through the use of WellCare corporate property, information, or position, unless
WellCare has already been offered and declined the
opportunity. More
generally, directors, executive officers, senior financial officers, and
Associates are prohibited from using corporate property, information, or
position for personal gain and from competing with WellCare.
If you
are asked to speak at a seminar or conference on a topic related to your
business expertise or the Company’s business, you usually may do so if you have
obtained approval from your supervisor. Generally, however, you may
not accept a speaking fee or honorarium when conducting Company business or for
engagements which have been offered as a result of your position with
WellCare. You may, however, accept transportation, lodging and meals,
or payment or reimbursement for transportation, lodging and meals, if you speak
at an approved seminar or conference. If you have questions about
your ability to accept additional items relating to speaking engagements, please
raise these questions with the Chief Compliance Officer or General
Counsel.
C.
Proprietary and Confidential Information
All
information pertaining to the operations, activities, and business affairs of
the Company and our members and business associates must be kept confidential to
the greatest extent possible. Never disclose confidential information
without prior approval. Confidential information includes all
non-public information that might be of use to competitors, or that might be
harmful to WellCare or its members if disclosed. Confidential and
proprietary information about WellCare belongs to WellCare, must be treated with
strictest confidence and is not to be disclosed to, or discussed with,
others.
Belonging
to Members:
As part
of its business, WellCare receives medical information and other personal
information from health care providers and members, including information
related to members’ medical conditions and health status. You must
respect and preserve the confidentiality of all member health information, and
other personal, confidential, or non-public information of our
members. All WellCare Associates, providers and vendors are required
to abide by the rules and regulations of the Health Insurance Portability and
Accountability Act (HIPAA), as well as any applicable state law, concerning the
privacy of member health information and must do their part to protect
it. You may make use of such information only for purposes of
carrying out your job responsibilities, and must comply with all safeguards
established by the Company for this purpose. Except as expressly
permitted by the member and by federal and state law, you must not disclose such
information to any third-party.
Belonging
to Others:
You also
must respect the confidentiality of information belonging to others, including,
but not limited to, trade secrets and other information given in confidence by
partners, suppliers, contractors, competitors, providers, members, or others,
just as we protect our own confidential information. However, certain
restrictions involving the information of others may place an unfair burden on
WellCare’s future business. For that reason, you should consult with
your supervisor to ensure appropriate agreements are in place prior to receiving
any confidential third-party information. Such agreements must
reflect a balance between the value of the information received, and the
logistical and financial
costs of
maintaining confidentiality of the information and limiting WellCare’s business
opportunities.
Any
confidential information that you possess from an outside source, such as a
previous employer, must not, so long as such information remains confidential,
be disclosed to or used by WellCare. To the extent that you have
entered into a valid and enforceable contract with a former employer containing
confidentiality, non-solicitation or non-competition provisions, you should
notify the Chief Compliance Officer about the contract and provide him or her
with a copy of it.
Unsolicited
confidential information submitted to WellCare should be refused, returned to
the sender where possible, deleted if received via the Internet, and reported to
your supervisor or a member of senior management.
D.
Business Courtesies, Gifts and Entertainment
Acceptance
of Business Courtesies and Gifts:
WellCare
prohibits accepting from vendors, suppliers, providers, contractors or members
all gifts, money, loans, rewards, favors, or anything else of value that
constitutes, or reasonably could be perceived as constituting, a bribe or other
unfair business inducement. You should not seek or accept personal
gain, directly or indirectly, from anyone soliciting business from, or doing
business with, the Company, or from any person or entity in competition with
us.
Examples
of such personal gains are gifts; non-business related trips; gratuities;
favors; loans and guarantees of loans; excessive entertainment; or
rewards. However, you may accept occasional non-cash gifts which do
not exceed $50.00.
If you
receive an offer of money, or a gift that is of greater than nominal value or
which you believe is intended to influence a business decision, you should
decline the offer and report it to your supervisor. You should always
use your good judgment before accepting any business courtesy or gift, and in
questionable cases, consult your supervisor.
Offering
of Business Courtesies and Gifts:
WellCare’s
primary business involves dealing with federal, state and local government
officials and employees who are governed by strict rules with respect to
business courtesies and gifts. In order to ensure compliance with
these rules, WellCare prohibits the offering of any gifts or business courtesies
to any government official or employee, except as described below. If
a government official or employee requests or demands any such benefit, you
should report this immediately to the General Counsel’s Office.
In a
commercial setting, occasional modest business courtesies in connection with
legitimate business discussions, and occasional gifts of nominal value that are
intended to create good will and facilitate working relationships, may be
permissible under certain conditions. Gifts may not be offered to
gain unfair advantage with vendors, suppliers, providers, contractors or
members. Money, or cash equivalents such as gift certificates or
coupons, may never be offered as a gift under any circumstances.
With
regard to any government official or employee, business courtesies and gifts may
not be provided except that a government official or employee on Company
property for a routine audit or other official business reasons may be provided
with nominal refreshments and snacks such as soft drinks, coffee, cookies or
donuts.
With
regard to non-government officials or employees, business courtesies and gifts
of the following types may be provided:
|
|
·
|
company
advertising or promotional items of little intrinsic value (generally
$15.00 or less) such as a coffee mug, a calendar, golf balls, or a similar
item displaying the Company logo;
|
|
|
·
|
modest
refreshments such as soft drinks, coffee and cookies in connection with
business activities; or
|
|
|
·
|
occasional
modest business-related meals valued at $20.00 or less per person,
provided that such items do not in the aggregate exceed $50.00 for any
person in a calendar year, and that no meals, regardless of value, may be
provided in conjunction with a marketing or sales event involving current
or potential members.
|
If you
have any questions or are uncertain as to whether a proposed business courtesy
or gift is appropriate, you should discuss the gift with your
supervisor.
Acceptance
of Entertainment:
You may
not solicit entertainment from any individual or vendor, supplier, provider,
contractor or member of the Company. From time to time, you may
accept modest entertainment, so long as it is reasonable, infrequent, in good
taste and not extravagant or excessive.
If you
receive an offer of entertainment that does not meet these standards, you should
decline the offer and report it to your supervisor. If you have any
questions or
uncertainty
as to whether proposed entertainment is appropriate, you should discuss it with
your supervisor.
Offering
of Entertainment:
You may
not offer or provide any entertainment to a government official or employee, or
to an individual health care professional or employee of a health care
provider. As noted above, government officials and employees are
subject to laws prohibiting acceptance of any such benefit. In
addition, WellCare believes that providing entertainment is neither a necessary
nor appropriate aspect of its relationship with health care professionals and
providers.
E.
Bribes, Kickbacks and Illegal Inducements
WellCare
complies with applicable federal and state anti-kickback laws and
regulations. These laws generally prohibit giving or receiving
“anything of value” that is intended to induce or reward patient referrals or
encourage the purchase, lease order, or recommendation of an item or service
that may be reimbursed under a government health care program, such as Medicare
or Medicaid. You may not offer, give, or accept money, gifts, loans,
rewards, favors, or anything of value that constitutes, or reasonably could be
perceived as constituting, a bribe or other improper business
inducement.
“Anything
of value” can take many forms beyond currency. It includes
entertainment, credits, free goods or services, forgiveness of a debt, sale or
purchase of an item below market value, as well as compensation for unnecessary
services or for legitimate services at a rate exceeding fair market
value.
No
illegal or improper payment from Company funds or assets will be made directly
or indirectly by any director, officer, Associate or agent of
WellCare. This includes, but is not limited to, political or
commercial bribery, kickbacks, and/or political contributions to government
officials, candidates for office and public or private employees.
F.
Fair Competition and Antitrust Laws
WellCare
complies with all applicable antitrust laws. Anticompetitive behavior
in violation of antitrust laws can result in criminal penalties, both for you
and for the Company.
The
following conduct could raise issues under the antitrust laws. Do not
engage in this conduct, and if you are asked to do so by a competitor, consult
with your supervisor on how to proceed:
|
|
·
|
Entering
into any agreement, understanding, or even discussion with a competitor
regarding which providers the Company will contract with and any terms of
those provider contracts.
|
|
|
·
|
Entering
into any agreement, understanding, or even discussion with a competitor
regarding which health plan offerings or other products or services the
Company will sell, and the terms of such offerings, products or
services.
|
In
addition, certain contract terms can raise antitrust issues, and should be
reviewed by counsel. These include terms that involve exclusivity,
make the agreement to provide one product or service conditioned on an agreement
to provide another (e.g., an “all products”
clause), or “most-favored nation” provisions.
More
generally and apart from antitrust laws, WellCare prohibits taking unfair
advantage of others through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any other unfair
dealings.
|
|
G.
|
Money
Laundering Prevention and Combating Financing of
Terrorism
|
WellCare
will comply with anti-money laundering and combating financing of terrorism laws
and regulations. WellCare prohibits any activity aimed at hiding the
origin of unlawfully gained money. If you suspect that WellCare has
received a suspicious payment, you must report it immediately to your supervisor
or a member of senior management. WellCare will conduct its business
only with reputable customers and vendors engaged in legitimate business
activities, with money derived from legitimate sources.
H. Government
Reimbursement and the False Claims Act
As a
provider of services under contracts with government programs, WellCare is
subject to federal and state false claims acts which prohibit submission of a
false claim or making a false record or statement in order to gain reimbursement
from and/or avoid an obligation to a government sponsored program such as
Medicare or Medicaid. WellCare adheres to all applicable laws, rules,
regulations and program requirements when filing or otherwise presenting any
bid, bill or claim for payment, any cost or expenditure report, any encounter
data or other medical record reports, or any other information to federal or
state health programs.
If you
have any uncertainty about the proper application of government program rules or
requirements to any document prepared for submission to the government, or any
questions
about the accuracy or completeness of a submission, you have a responsibility to
raise the issue with your supervisor, the Chief Compliance Officer, or the
General Counsel’s Office.
I.
Procurement Integrity
WellCare
will comply with all laws and regulations applicable to the procurement of goods
and services. WellCare will treat all parties with which it has a
business relationship fairly and will conduct itself in an ethical manner when
obtaining new business. All proposals and contracting arrangements
must accurately reflect WellCare’s experience and capabilities, and should be
based on price, quality, service, and ability to meet WellCare’s or the other
party’s needs.
J.
Ineligible Healthcare Providers
The
government has the authority to exclude individuals and/or entities that have
engaged in abuse or fraud from participation in Medicare, Medicaid and other
federal and state healthcare programs. WellCare will not employ or
contract with any individual or entity that has been excluded from any
government funded program.
K.
Consultants, Agents and
Representatives
WellCare’s
agents, representatives, and consultants must be willing to certify their
compliance with the Company’s policies and procedures and must never be retained
to circumvent our ethical and business standards.
L. Marketing,
Promotion and Enrollment
When
marketing or promoting WellCare’s health plan offerings, WellCare
representatives may not provide any information that is inaccurate or
misleading. Federal
and state
laws and regulations govern the marketing and promotion of health care plans,
and very specific restrictions apply to marketing to beneficiaries of government
programs such as Medicare and Medicaid. For example, these laws and
regulations may prescribe:
· the
format or setting in which information must (or may not) be
presented;
· the
compensation that may be offered to marketing representatives; and
|
|
·
|
the
manner or setting in which member enrollments may (or may not) be
conducted, including whether or not gifts of nominal value may be offered
to encourage attendance by prospective
enrollees.
|
Anyone
involved in marketing or promoting a WellCare plan, or participating in an
enrollment, must be familiar with and comply with all applicable rules and
regulations.
VIII.
MEDIA AND PUBLIC AFFAIRS
A. Media
and Public Relations
Information
disseminated about Wellcare must be full, fair, accurate, timely, consistent,
and understandable. For this reason, the Senior Director of Corporate
Communications is responsible for the Company’s internal and external media
communications, including communication with spokespersons in both routine and
crisis situations.
B.
Political Contributions and
Activities
WellCare
encourages active participation in civic affairs and the political process as
long as it is clear that the participating individuals are not speaking or
acting on WellCare’s behalf. You may participate in partisan
political activities only in your individual capacities, on your own time and at
your own expense. Excluding situations in which you participate in
political activities for the benefit of the Company, you must ensure that when
participating in political activities in your individual capacities, you do not
leave the impression that you speak or act for the Company.
Federal
law and statutes of most states prohibit Wellcare from contributing to political
candidates or political parties. You are prohibited from using funds,
facilities or other Company assets to support, either directly or indirectly,
any political candidates or political parties inside or outside the United
States.
C.
Lobbying
WellCare
is committed to abiding by the laws and regulations relating to the lobbying of
federal, state and local officials on its behalf, including reporting and
certification requirements. All lobbying activities and related
expenditures must be pre-approved by
the
Senior Vice President of Government Relations and New Markets, or his or her
designee.
D. Quality
of Care
WellCare
is committed to providing quality care to all members, and is subject to federal
and state laws intended to assure that members enrolled in government health
care programs receive services appropriate to meet their needs. You
must remain aware of the need to arrange for the provision of quality care to
all WellCare members and guard against the underutilization of
care. This means, among other things, that it is unacceptable
to:
· deny
payment of claims that qualify and are authorized for coverage;
|
|
·
|
delay
approval of, or fail to approve, timely submitted, medically necessary
referrals; or
|
|
|
·
|
fail
to contract with sufficient providers in a geographic area to meet the
needs of enrollee membership, as defined by federal or state
law.
|
E.
Responding to Government Audits, Inspections and
Investigations
WellCare
must abide by all applicable local, state and federal laws, regulations, rules,
ordinances and restrictions, and respond fully and accurately to government
audits, investigations, inspections and other requests for
information. Failure to do so may result in sanctions, penalties,
fines, administrative, regulatory or legal action imposed for inaction, delays
or failures to respond to government bodies. It is the policy of our
Company to cooperate with government agencies in their
investigations. To facilitate
this
policy, all Associates should bring the following to the immediate attention of
senior management and the General Counsel’s Office:
|
|
·
|
requests
or subpoenas to appear or testify before a grand jury, government agency,
commission or legislative or administrative
body;
|
· notification
of investigation by authorities responsible for enforcing laws;
|
|
·
|
non-routine
inspections, visits, interview requests, and requests for Company
Documents by any federal, state, local or foreign government or government
agency (e.g.,
requests not in the course of normal project administration, requests from
enforcement agencies, etc.); and
|
|
|
·
|
communications
or notices received from government bodies or agencies imposing or
threatening substantial fines, penalties or injunctive
action.
|
IX. AMENDMENTS
AND WAIVERS OF THIS CODE
From time
to time, WellCare may amend certain provisions of the Code. Waivers
of the Code may be granted by the Chief Compliance Officer or the General
Counsel. Any director or executive officer who believes that a waiver
may be appropriate should discuss the matter with WellCare’s Chief Compliance
Officer or its General Counsel. Any waiver or amendment to this Code
will be promptly disclosed to the extent required by applicable law or the New
York Stock Exchange rules.
ACKNOWLEDGMENT
CODE OF CONDUCT AND BUSINESS ETHICS
I
hereby acknowledge that I have read, understand and will comply with the
provisions of the WellCare Code of Conduct and Business Ethics.
I
will seek guidance from, and raise concerns about possible violations of this
Code with, my supervisor, senior management, or through the WellCare
Hotline. I am reporting the conflicts of interest below so that there
may be full disclosure of any current conflicts of interest.
I
will attend all required training seminars provided by WellCare throughout the
course of the year.
|
____________________________
|
____________________________
|
|
Signature
|
Date
|
|
|
|
CONFLICTS
OF INTEREST
I
report the following conflicts of interest:
36
