Business Conduct, Compliance and Ethics Program. important

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1 Business Conduct, Compliance and Ethics Program important

2 Table of Contents Letter from Troy Kirchenbauer As healthcare s first online direct contracting market, aptitude is committed to upholding the highest standards of ethical business practices. We strive for a strong culture of ethics and consistently focus on integrity through our comprehensive Business Conduct, Compliance and Ethics Program. A key component to our program is our Standards of Business Conduct, which set forth the core principles that guide the professionalism aptitude strives for in our business relationships and the personal integrity we expect of ourselves. Our adherence to these principles enables us to build and maintain the indispensable trust of our stakeholders. While the ethics of aptitude are more important than ever before, our stakeholders need to know that not only are our business practices sound, but also that aptitude employees follow a high standard of integrity in their daily functions. Our Standards of Business Conduct clearly identify the critical need for ethics in all aspects of our business, the behaviors we expect from each other, and what to do in the event of a potential violation of our ethical practices or the rules of law. Each of us has a critical role in maintaining our collective integrity. Likewise, we have a responsibility for safeguarding the honorable reputation of aptitude within our industry. I m confident in our ability to demonstrate a commitment to ethical and transparent business practices consistently in all of our actions and decisions. On behalf of aptitude and our senior leadership team, I want to thank you for your promise to uphold our culture of ethics and integrity. Warm regards, Business Conduct, Compliance and Ethics Program 2 Standards of Business Conduct Compliance Policies and Procedures Compliance with All Laws and Regulatory Requirements 3 Conflict of Interest Political Contributions Unethical Payments Financial Matters 4 Business Meals and Entertainment Gifts Intellectual Property of aptitude Intellectual Property of Others 5 Confidentiality Record-Keeping and Document Retention Use of Company Resources Litigation Holds Inquiries from the Media 6 Inquiries from the Government Insider Trading Social Media Business and Government Relations 7 Antitrust Laws Business Relationships Privacy and HIPAA Customer Expectations 8 Employee Relations 9, 10 Troy Kirchenbauer General Manager aptitude LLC Reporting Violations 11, 12 Notes 13 Standards of Business Conduct 1

3 Business Conduct, Compliance and Ethics Program Standards of Business Conduct Employee commitment to compliance is an essential component of our core business practices and is critical to the success of aptitude and those we serve. To that end, we have developed a comprehensive Business Conduct, Compliance and Ethics Program (the Program), including ongoing monitoring and employee certifications regarding compliance with our business practices. The Program reflects the principles outlined in these Standards of Business Conduct (the Standards), along with other related industry and governmental compliance guidance and applicable law. The Program includes the following key elements: Standards of Business Conduct Policies and Procedures, which supplement the Standards of Business Conduct Confidential Procedure for Asking Questions and Reporting Compliance Concerns Compliance Hotline and Website Ongoing Auditing and Monitoring Regular Compliance Training The Compliance Department, led by the Ethics and Compliance Officer, works with senior management to ensure compliance with the Program. Introduction These Standards of Business Conduct reinforce our commitment to abide by all applicable laws and regulations, and provide guidance to help you identify and handle a variety of potentially challenging compliance issues and concerns. This document is intended to give you a clear understanding of each Standard of Conduct and help you identify the accountability each of us has as a representative of aptitude to uphold all standards described below. Each employee of aptitude has a critical role in maintaining our corporate integrity and is responsible for fostering the good name of aptitude. Our commitment to ethical and transparent business Policies and Procedures We have adopted corporate policies and procedures (collectively, the Policies and Procedures) that address in greater detail many issues covered by these Standards as well as other topics not addressed here. Failure to comply with these Standards as outlined below or the Policies and Procedures may result in disciplinary action up to and including termination of employment. The Policies and Procedures are available on the aptitude intranet site as well as from the Human Resources and Compliance departments. Compliance with All Laws and Regulatory Requirements practices must be demonstrated in every action. aptitude expects that every employee will comply with the principles and guidelines laid out in these Standards of Business Conduct. Remember, these Standards cannot anticipate every situation you may face. However, no concern is too small or unimportant. Accordingly, aptitude employees are expected to maintain the highest standards of loyalty and ethical principles in all business activities. Our commitment to ethical business practices and to these Standards of Business Conduct will promote confidence in our actions and our offerings for many years to come. All aptitude employees are expected to comply fully with all applicable federal, state and local laws and regulations. In addition to potential civil and criminal penalties against individual employees and the company, violations of law can compromise the reputation of aptitude as well as our ability to conduct business. Due to increased governmental scrutiny and regulation in the health care industry, it is critical that we avoid even the perception of impropriety. 2 Standards of Business Conduct 3

4 Conflict of Interest The spirit of this policy is to preserve and protect the integrity and independence of all decisions affecting aptitude made by our officers and employees so that the interests of aptitude, and not that of any individual, prevail. The mere appearance of a conflict or a breach of confidence can often be as serious as an actual conflict or breach, and can result in irreparable damage to aptitude as well as its reputation. At the same time, we do not want to infringe unnecessarily upon the personal lives of our employees. Each employee has a responsibility to, and will be held accountable for, complying with the spirit and letter of this policy and seeking assistance from management, our Compliance Department or Legal Department when necessary. Those of us who are responsible for external relationships, which include working with healthcare organizations, suppliers or competitors, must avoid situations that may cause an actual or perceived conflict of interest. Furthermore, we must ensure that business decisions are free from any actual or perceived conflict of interest. If you have personal or family relationships with another aptitude employee, healthcare organization or supplier that affect or have the appearance of affecting objective business decisions, your position will be revised to avoid such a conflict of interest. In the event you are ever confronted with a potential conflict of interest, you should speak to your supervisor or a member of the Compliance or Legal departments. Political Contributions We encourage employees as private citizens to participate during non-business hours in the electoral process, which can include making contributions to political causes of their choice. Federal law prohibits a corporation from making contributions or expenditures to influence federal elections. Unethical Payments You are prohibited from giving, offering, accepting or soliciting anything that could be construed as a bribe, kickback or other illegal or unethical payment in connection with aptitude or its business. Financial Matters All financial reporting and accounting will be maintained and reported in accordance with our Policies and Procedures. We will comply with generally accepted accounting principles designed to ensure that financial reports accurately describe our true financial position. Business Meals and Entertainment Business meals and entertainment can constitute inappropriate inducements that violate our Policies and Procedures as well as applicable laws and regulations. In accordance with our Policies and Procedures, employees may provide or receive reasonable meals and business entertainment that are not given or received to influence the outcome of any phase of any aptitude contracting decision or any other business decision. Gifts Except in certain limited circumstances, we prohibit employees from giving gifts to or receiving gifts from healthcare organizations or suppliers. In accordance with our Policies and Procedures, you may give or receive gifts of minimal value that are not given to influence the outcome of any phase of any aptitude contracting decision or any other business decision. You may not use your own money to provide gifts. Any gift you many receive from a healthcare organization or supplier that exceeds the minimum value must be graciously returned with a letter of explanation. If you have questions or need assistance in composing an explanation letter, you should contact your supervisor or our Compliance Department. Intellectual Property of aptitude Trade secrets and other types of intellectual property provide our company with a competitive advantage. Patents, technical knowledge, know-how, trademarks, service marks, company names, supplier lists, healthcare organization lists, copyrights and other trade secrets are valuable assets. Their protection is essential to our continued business success. Intellectual Property of Others You are also expected to respect the intellectual property of others, and refrain from infringing upon valid patents, trademarks, service marks, copyrights or other intellectual property not owned by or licensed to aptitude. Copying books, articles or software, or downloading and distributing or reproducing copyrighted information from the Internet may violate copyright laws and result in sanctions against you personally and aptitude. Contracts or other arrangements relating to the use of intellectual property rights (patents, trademarks, service marks, designs, copyrights, know-how and trade secrets) are often subject to special legal rules. All such contracts or other arrangements must be reviewed and approved by our Legal Department. 4 Standards of Business Conduct 5

5 Confidentiality In the course of employment with aptitude, you will come into possession of and have access to confidential and proprietary documents of aptitude, healthcare organizations and suppliers. Under no circumstances, except as required by law or as directed by our legal department, may any employee divulge such confidential or proprietary information to any third party. Record-Keeping and Document Retention We have Policies and Procedures relating to the creation, maintenance, retention and destruction of corporate documents, including but not limited to contracts, correspondence and bid materials. Travel and Business-Related Expenses Entertainment, meals and travel expenses that are reported on expense reports must have a legitimate business purpose and not be lavish or extravagant. Use of Company Resources We provide property, including systems, supplies and equipment, intended to assist our employees in the performance of our job responsibilities, allowing us to serve the needs of customers effectively and conduct business in an efficient and professional manner. The use of such property requires that the highest standards of loyalty and ethical principles be applied consistently. Litigation Holds In certain circumstances, aptitude may become involved in litigation or other matters requiring the special preservation of documents. In such instances, our Legal Department will send out a notification to all affected employees requesting preservation of all records relating to a specific event. In the event a conflict exists between a litigation hold and the Records Retention Policy, the litigation hold will control. Inquiries from the Media During your employment with aptitude, it is possible that you may receive inquiries from the media. Our marketing staff is solely responsible for communicating with members of the media. Please direct all media contact, inquiries and requests for interviews to an appropriate member of the Marketing Department. Additionally, should you receive solicitations from unfamiliar parties requesting information about our business and/or our industry, please refrain from responding until you receive guidance from our Legal Department or our Marketing Department. Inquiries from the Government The healthcare industry is highly regulated, and among many requirements aptitude must follow, we are required to (1) compile and maintain numerous records and other information, and (2) provide information and file reports with governmental agencies and other parties. We require all employees who compile, maintain or prepare information, records or submissions for governmental agencies or other parties to do so promptly, accurately and with the highest integrity. Inquiries from any governmental agency should be forwarded promptly to our Legal Department for handling. Insider Trading Insider trading is prohibited by federal law. The act of insider trading occurs if you become privy to non-public information about a public company we do business with and you use that information to trade stocks or other securities for the purpose of financial gain. We strictly prohibit this kind of activity. Social Media When participating in social media, you must continue to reflect the values of aptitude by being respectful, honest and transparent about your aptitude employment, where appropriate. You should protect confidential information entrusted with you as an employee of aptitude and must seek approval from the Marketing Department for any communication where you are representing the Company or acting in your capacity as an employee. For all other communications, remember that you are solely responsible for what you post online and should consider some of the risks and rewards that are involved. Business and Government Relations We are committed to competing in the marketplace fairly and in full accordance with all applicable laws and regulations. 6 Standards of Business Conduct 7

6 Antitrust Laws We are required to respect the principles and rules of fair competition, and are not permitted to violate applicable antitrust laws. The antitrust laws apply to all business arrangements, irrespective of their form, as well as to business conduct in general. The antitrust laws are complex, and violations can result in severe penalties for both aptitude (e.g., substantial fines and penalties) and our employees (e.g., substantial fines and penalties and potential imprisonment). Accordingly, it is extremely important that all contracts with healthcare organizations, suppliers, competitors or other third parties be reviewed and approved in advance by our Legal Department. Business Relationships Our relationship with business partners, governmental authorities and customers will comply with the highest ethical standards and business practices. Privacy and HIPAA The Health Insurance Portability and Accountability Act of 1996 (HIPAA) was the first comprehensive regulation passed by the federal government to protect the privacy of an individual s health information. HIPAA also sets standards regarding the communication, security and storage of Protected Health Information (PHI). In most circumstances, aptitude and our employees should not receive individual medical records or other PHI from healthcare organizations, suppliers, or other third parties. Employees should direct any questions that they may have to our Legal or Compliance departments, and should not accept PHI from any source without prior approval. Customer Expectations We expect that our customers and prospects will comply with the spirit of these Standards, as well as all applicable laws and regulations, in all facets of their business relationships with aptitude. Equal Opportunity Employment To protect your right to fair and equitable treatment, we are committed to Equal Opportunity Employment. We offer a drug-free, alcohol-free work environment to all qualified applicants without regard to race, religion, color, sex, age, national origin, sexual orientation, disability, marital status, veteran status or any other category protected by applicable law. Equal Opportunity Employment practices apply to activities related to hiring, training, promotion, transfer, demotions and termination. Illegal Drugs and Alcohol Employee Relations We are committed to maintaining a drug- and alcohol-free environment for our employees that is in compliance with applicable state and federal laws. Accordingly, the unlawful or unauthorized possession, use or dispensation of controlled substances or alcohol is prohibited on aptitude premises and at aptitude-sponsored functions. 8 Standards of Business Conduct 9

7 Reporting Violations Open Door Policy All supervisors and managers are expected to maintain an open door policy that permits employees to voice concerns or ask questions related to aptitude s business. To encourage candid conversation between employees and their supervisors and to have their concerns addressed promptly, it is our policy that no employee be retaliated against for raising, in good faith, what he or she believes to be a genuine issue or concern. Sexual Harassment and Workplace Violence We are committed to providing our employees with an environment that encourages efficient, productive and creative work. To demonstrate this commitment, we strictly prohibit workplace violence and sexual or other harassment of any employee by any other employee or employees, contract personnel or vendors. Violence against, or harassment of, any employee which occurs in the workplace, or in other settings in which our employees may find themselves in connection with their employment, is unlawful and will not be tolerated. Duty to Come Forward We are committed to open communication with our employees as it relates to ethical and legal issues. As an aptitude employee, you are expected to report any known potential legal or ethical wrongdoing to your supervisor, management, or our Legal or Compliance departments. Additionally, you are encouraged to ask questions if you have any concerns about compliance with the law, these Standards or applicable Policies and Procedures. Remaining silent about an issue prevents aptitude from addressing the situation and, potentially, may subject the company to liability. Investigation of Complaints We are committed to investigating thoroughly every inquiry and complaint an employee makes. Each complaint will be fully investigated on its merits and, depending on the results of the investigation, appropriate action will be taken. It is important for our employees to understand that confidentiality obligations may prevent our Compliance Department from sharing the results of the investigation with our employees, including, in most instances, the employee(s) who initiated the complaint. However, please know that we take every complaint seriously and will do our best to keep you informed. Knowing When to Raise Issues Every aptitude employee is obligated to bring to the attention of management any instance in which he or she is aware of conduct that violates these Standards, Policies and Procedures, or applicable laws and regulations. Furthermore, you should also raise with management any concerns you may have as to whether proper procedures are being followed, even though you may not be certain whether legal or ethical standards are being violated. It is also important that you make management aware whenever you believe adequate resources or training are not being provided so as to enable employees to comply with legal standards applicable to aptitude. 10 Standards of Business Conduct 11

8 Non-Retaliation We strictly prohibit harassment of, or retaliation against, any employee or other person who, in good faith, reports a known or suspected violation of the law, these Standards or company Policies and Procedures. Subject to our obligations under applicable laws and regulations and our need to investigate the issue, we take every step possible to ensure the confidentiality of our employees. Although coming forward will not immunize an employee from the consequences of his or her own misconduct, the employee s good-faith reporting of an incident will be protected. Any employee who engages in malicious or spurious reporting of violations will be subject to discipline, up to and including termination of employment. Any supervisor who has engaged in, or condoned, any form of retaliation against an individual in response to a good-faith report of a violation or suspected violation will be subject to discipline, up to and including termination of employment. Notes Procedures for Raising Issues Employees are encouraged to raise issues or concerns with their immediate supervisors. If, for any reason, an employee is uncomfortable approaching his or her supervisor, the employee may also bring issues forward by speaking with: Any member of our Human Resources Department Any member of our aptitude senior management Any member of our Compliance or Legal departments Alternatively, employees, customers and other interested parties may submit concerns through (1) our Compliance Department website, available at aptitude.com or (2) our toll-free compliance hotline, , each of which are available 24 hours a day, seven days a week. To ensure that you are not discouraged from filing a report, all reports will remain confidential to the maximum extent possible, and you have the option to remain anonymous. To ensure confidentiality in reporting, all reports filed through the hotline are managed by a third-party vendor and forwarded to our Compliance Department for review and investigation. Questions Compliance Legal, Human Resources, Marketing, Standards of Business Conduct 13

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