Standards of Business Ethics and Conduct
Middlesex Health System
I. BUSINESS CONDUCT POLICIES
1. General Business Conduct And Individual Responsibility
As representatives of Middlesex Health System, Inc. (the "System") and its affiliates, Middlesex Hospital, Middlesex Health Resources, Inc., Middlesex Health Services, Inc., and MHS Primary Care, Inc., (the "Affiliates"), we assume a duty to the System and its patients. Our duty is to act in all matters in a manner that will merit public trust and confidence. This duty extends to all activities, both personal and professional. Each representative of the System is expected to direct his or her personal conduct in a manner that will bring credit to this organization and to avoid any action that would discredit the System. Moreover, what a representative is prohibited from doing directly hereunder shall not be done, or knowingly permitted to be done, indirectly through relatives, friends or otherwise.
In the exercise of privileges and authority arising from System affiliation two fundamental principles apply: A System representative shall place the interests of the System ahead of his or her own private interests, and a System representative has a duty to make full disclosure of any situation in which his or her private interests create a conflict or potential conflict with those of the System. It should be remembered that the appearance of a conflict of interest may be just as damaging to the System's reputation as a real conflict, and the appearance is often difficult for the individuals involved to discern.
In order that all of us who work together may have a common understanding of these important matters, the Board of Directors has adopted this written Standards of Business Ethics and Conduct (the "Standards") for your information and guidance. You are requested to read this statement, to understand its purposes and to consult with the Vice President of Human Resources or Compliance Officer if there are uncertainties or questions about the meaning of this policy.
Wherever this policy calls for reporting or disclosure, it is intended that each representative, other than the executive officers and directors, will report to the Compliance Officer or to one of the executive officers. Reports of the executive officers and directors shall be made directly to the Board of Directors.
If any representative believes that unusual circumstances will justify the representative’s engaging in an activity which is in conflict with this policy, he or she may request to be granted an exception. Such a request should explain the circumstances and activity for which the exception is sought. The Human Resources department will maintain a record of such requests for periodic review by the Board of Directors.
The word "representative" used throughout this document includes, unless specifically excluded, all employees, directors, officers, medical staff members, contractors, subcontractors, vendors, agents and other representatives, both full-time and part-time.
2. Reporting Violations
We are all responsible not only for complying with the business conduct policies, but also for reporting any activity which we in good faith believe may be a violation of such policies. Reporting violations is required, and failure to report a known or suspected violation can itself be a cause for discipline. To report a violation, contact your supervisor, the Human Resources Department, the Compliance Officer, or call the Compliance hotline.
No representative who in good faith reports a violation shall suffer harassment or adverse employment consequences. A representative who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment, revocation of medical staff privileges or disciplinary action appropriate to the representative’s relationship with the System. This policy is intended to encourage and enable representatives and others to raise concerns within the System and the Affiliates prior to seeking outside resolution.
3. Disciplinary Action
The System expects each person to whom the Standards apply to abide by the principles and standards set forth herein and to conduct the business and affairs of the System in a manner consistent with the general statement of principles set forth herein.
The failure of a representative to abide by the Standards or the guidelines for behavior which the Standards represent may lead to disciplinary action. For alleged violations of the Standards, the System will weigh the relevant facts and circumstances, including the extent to which the behavior was contrary to the express language or general intent of the Standards, the egregiousness of the behavior, the representative's history with the organization and other factors which the System deems relevant. Discipline for failure to abide by the Standards may, in the System's discretion, range from oral reprimand to termination. In the event that a representative is covered by the terms of a collective bargaining agreement, discipline will be in accordance with the provisions of the collective bargaining agreement.
B. POLICIES GOVERNING PROTECTION AND USE OF SYSTEM ASSETS AND INFORMATION
1. Conflicts Of Interest
No representative of the System or its Affiliates with a personal, financial, or other interest that could keep the individual from acting in the best interest of the System shall in any way participate in any decision which could be affected by such conflict of interest. A conflict of interest is any interest (including but not limited to a professional, personal, financial, or interest of family or friends) which might deter an officer or representative from acting in the best interest of the System or might give rise to an influence on him or her that is not in the best interest of the System. A conflict of interest (or the appearance of a conflict of interest) might arise from a variety of circumstances including, but not limited to, the following:
a) A relationship with a vendor, patient, attending physician or competitor of the System where an officer or representative receives compensation from such vendor, patient or competitor;
b) Acceptance by an officer or employee or any member of his immediate family living in the same household of entertainment, gifts, rewards, meals, products, trips, favors, etc., with a value of $50.00 or more, with the exception of business entertainment and meals, which could give rise to a conflict of interest; and/or
c) Use of influence by a representative or officer to direct business to a vendor, patient, attending physician, or competitor with which the representative or officer has a personal, financial or interest of family or friends.
Any decision to initiate or maintain a corporate relationship in which a representative or officer has a personal, financial or interest of family or friends must be approved by the counsel to the System and must be of greater advantage to the System than a relationship that does not present a conflict of interest.
A questionnaire on the subject of conflict of interest, including disclosure of any financial interest in companies doing business with the System, will be completed by all officers and key representatives annually. Information reported in the questionnaires will be considered personal and confidential and will be disclosed to corporate officers or representatives only when deemed necessary to protect the System against the effects of conflicts of interest and only after advising the reporting person of the proposed disclosure and of its extent.
Violation of the above-described policies by any representative is a serious matter and will be considered grounds for disciplinary action.
2. Protection Of System Assets
All representatives will strive to preserve and protect the System's assets by making prudent and effective use of System resources and properly and accurately reporting its financial condition. The System has established control standards and procedures to ensure that assets are protected and properly used and that financial records and reports are accurate and reliable. All representatives of the System share the responsibility for maintaining and complying with required internal controls, and reporting any failure to comply.
3. Proper Accounting
The representatives of the System must ensure that System payments and transactions are properly authorized by management and accurately and completely recorded in System records in keeping with System policy and generally accepted accounting principles.
4. Safeguarding Information Gained As A Representative of Middlesex Health System, Inc.
a) Confidential and Proprietary Information. All information, know how, ideas, technology, and inventions developed by employees while employed by the System shall be the property of the System. Information and technology developed, owned, or entrusted to the System is to be carefully safeguarded by representatives against unauthorized disclosure during employment as well as after leaving the employment of the System. Every System representative has an obligation to actively protect and safeguard confidential, sensitive and proprietary information, government classified information, and information which patients or suppliers may entrust us with for private use. The need to safeguard also applies whether the information is in written or electronic form or is simply known to representatives.
b) Patient Identifiable Medical Information. All System representatives have an obligation to conduct themselves in accordance with the principle of maintaining the confidentiality of patient information in accordance with all applicable laws and regulations. Patient information may be released by System representatives only in accordance with applicable laws and regulations. Representatives will refrain from revealing any personal or confidential information concerning patients 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, representatives should seek guidance from business management or the System's counsel.
c) Identity Theft Prevention. All System representatives have an obligation to report to management any suspected identity theft activity. Receipt of suspicious documents, suspicious personal identifying information and/or other unusual activity, as outlined in the Systems Identity Theft Prevention Program, must be reported to management so appropriate mitigation, response and reporting can take place in accordance with all applicable laws and regulations.
C. POLICIES GOVERNING BUSINESS RELATIONSHIPS AND TRANSACTIONS
1. Receipt Of Gifts, Gratuities Or Favors, Including Entertainment
No representative shall, as part of his or her business activity, offer or accept any gift, money, or other thing of value other than advertising, promotional, or goodwill gifts of nominal value (less than $50.00) or bona fide business entertainment. Good judgment must also be exercised by the offeror and/or recipient as to cost, frequency, and the intent to influence. Gifts outside these guidelines which are received by System employees should be returned and an appropriate explanation of the System’s policy should be provided to the donor.
This policy is not intended to eliminate all participation in System business-related functions and activities, such as lunches, dinners, and entertainment. These can be, under the proper circumstances, in the best interest of the System. Customary acts of Health System representatives, such as the purchase of meals, are permissible if not contrary to applicable law or governmental regulations and if reported under standard expense account procedures. Such acts, however, will be of a modest nature so as to avoid any question of impropriety by the System or the recipient of the Health System.
2. Gratuities and Government Representatives
Representatives must exercise good judgment in relationships with government officials and representatives. It is important that we not place these officials in compromising positions. Even the appearance of compromise would reflect adversely upon both the official and the System. It is improper for any System representative or agent to offer any gift, loan, favor or special service in order to influence or bias the judgment of any government official in performing his or her duties.
3. Medicare Fraud & Abuse
The System expects its representatives to refrain from conduct which may violate the fraud and abuse laws, including Stark. These laws prohibit (a) direct, indirect or disguised payments in exchange for the referral of patients; (b) ordering of designated health services for patients from entities with which the physician or an immediate family member has a financial interest; (c) the submission of false, fraudulent or misleading claims to any government entity or third party payor, including claims for services not rendered, claims which characterize the service differently than the service actually rendered, or claims which do not otherwise comply with applicable program or contractual requirements; (d) making false representations to any person or entity in order to gain or retain participation in a program or to obtain payment for any service, and (e) improper billing procedures including double billing, bundling and unbundling and miscoding.
The federal False Claims Act imposes civil penalties on people and companies who knowingly submit a false claim or statement to a federally funded program, or otherwise conspire to defraud the government, in order to receive payment. Anyone who submits a false claim or statement to the government may be fined between $5,500 and $11,000 per claim plus additional penalties of up to three times the claim value under the federal False Claims Act.
The Federal Program Fraud Civil Remedies Act assesses monetary penalties in addition to the penalties of the federal False Claims Act of $5,000 per false claim that: the person or company knows or has reason to know is false, fictitious or fraudulent; includes or is supported by written statements containing false, fictitious, or fraudulent information; includes or is supported by written statements that omit a material fact, which causes the statements to be false, fictitious, or fraudulent and the person submitting the statement has a duty to include the omitted fact; or is for payment of property or services that are not provided as claimed.
It is a crime in Connecticut to bill Medicaid or the general assistance program fraudulently. Anyone who provides services to a state Medicaid beneficiary and seeks or accepts payment for unnecessary or improper services is subject to possible imprisonment and/or criminal fines under state law. Depending upon the amount of the fraudulent services involved, such offenses carry potentially significant penalties, with a maximum of 20 years in prison and a maximum fine of $15,000. Any person who defrauds Connecticut’s general assistance program is also excluded from participation in the program for a minimum of one year.
All employees, contractors, agents and volunteers of the System must immediately report to the hospital’s Compliance Officer, any suspicion of fraud, waste or abuse. Any employee, contractor or agent of the System who submits a false claim will be reported to the necessary authorities.
The federal False Claim Act and Connecticut laws protect people who report suspected fraud. Any person who lawfully reports information about false claims or suspected false claims that are submitted by others, may not be retaliated against, demoted, suspended, threatened or harassed for making such a report. The federal False Claims Act provides that a person may initiate a formal claim if he or she has direct and independent knowledge of the alleged fraud. A formal complaint, along with all material evidence must be submitted to the authorities at the U. S. Department of Justice. Within 60 days of receipt, the federal government will decide to pursue or decline the case. If any funds are recovered from a pursued case, a portion of the funds may be paid to the person who initiated the formal claim at the discretion of a federal court.
4. Other Improper Payments
System representatives shall not seek to gain any advantage through the improper use of payments, business courtesies or other inducements. Offering, giving, soliciting or receiving any form of bribe or other improper payment is prohibited.
5. Contracts/Contract Negotiation
Representatives may not utilize insider information for any business activity conducted by or on behalf of the System or for personal enrichment. All business relations with contractors must be conducted at arm's length both in fact and in appearance and in compliance with the System policies and procedures. Representatives must disclose personal relationships and business activities with contractor personnel which may be construed by an impartial observer as influencing the representatives' performance or duties. Representatives have a responsibility to obtain clarification from management on questionable issues which may arise and to comply, where applicable, with the System's conflict of interest policy.
6. Travel And Business Related Expenses
Travel and entertainment expenses should be consistent with the representative's job responsibility and the organization's needs and resources. It is the System's policy that a representative should not suffer a financial loss or a financial gain as a result of business travel and entertainment. Representatives are expected to exercise reasonable judgment in the use of the System's assets and to spend the System's assets as carefully as they would spend their own. Representatives must also comply with the System's policies relating to travel and entertainment expense.
7. Software Piracy
Copyright law makes it a federal crime to copy computer software or related documentation without the approval of the copyright owner, and offending representatives are subject to disciplinary action. To ensure that the Affiliates of the System meet their license obligations, representatives will treat all computer programs, program documentation, and related materials as the System's trade secrets. Representatives will not make available, demonstrate, or discuss any intellectual property of the System outside the System.
All representatives must comply with applicable antitrust and similar laws which regulate competition. Examples of conduct which may be prohibited by the antitrust laws include (a) agreements to fix prices, bid rigging, collusion (including price sharing) with competitors, disclosure of wage information; (b) boycotts, certain exclusive dealing and price discrimination agreements; and (c) unfair trade practices including bribery, misappropriation of trade secrets, deception, intimidation and similar unfair practices. Representatives are prohibited from disclosing such information to the extent such disclosure would be in violation of the antitrust laws. Representatives are expected to seek advice from the System counsel when confronted with business decisions involving a risk of violation of the antitrust laws.
The provisions of the antitrust laws apply to both formal and informal communications. Representatives involved in trade association activities or in other situations allowing for less formal communications among competitors, patients or suppliers must be especially alert to the requirements of the antitrust laws.
9. Political And Lobbying Activity And Contributions
The System expects each of its representatives to refrain from engaging in activity which may jeopardize the tax exempt status of the organization, including a variety of lobbying and political activities.
No individual may make any agreement to contribute any money, property, or services of any officer or representative at the System's expense to any political candidate, committee or individual in violation of any applicable law. Officers, employees and representatives not designated as a System ‘principal’ under the State Campaign Finance reform contained in Public Act 05-05 and 06-137 may personally participate in and contribute to political organizations or campaigns, but they must do so as individuals, not as representatives of the System, and they must use their own funds.
Where its experience may be helpful, the System may publicly offer recommendations concerning legislation or regulations being considered. In addition, it may analyze and take public positions on issues that have a relationship to the operations of the System when the System's experience contributes to the understanding of such issues.
The System has many contracts and dealings with governmental bodies and officials. All such contracts and transactions shall be conducted in an honest and ethical manner. Any attempt to influence the decision-making process of governmental bodies or officials by an improper offer of any benefit is absolutely prohibited. Any requests or demands by any governmental representative for any improper benefit should be immediately reported to the System's counsel.
D. POLICIES GOVERNING WORK ENVIRONMENT AND REPRESENTATIVE RELATIONS
1. Safety, Health And Environmental Protection
The System and its representatives are to maintain a safe and healthful work environment and are to comply with all applicable Federal, state, and local laws and regulations. These include the strict adherence to Universal Guidelines and precautions when handling all bio-hazardous waste materials.
It is the policy of the System to manage and operate its business in the manner which respects our environment and conserves natural resources. System representatives will strive to utilize resources appropriately and efficiently, to recycle where possible and otherwise dispose of all waste in accordance with applicable laws and regulations, and to work cooperatively with the appropriate authorities to remedy any environmental contamination for which the System may be responsible.
2. Representative Relations
a) Standards of Conduct-General
The System expects representatives to comply with its general policies regarding their personal conduct and behavior, as contained in its Human Resources Policy Manual.
b) Standards of Conduct – Communication
The System requires candor and honesty from individuals in the performance of their responsibilities and in communication with our counsel and auditors. No employee shall make false or misleading statements to any patient, person or entity doing business with the System about other patients, persons or entities doing business or competing with the System, or about the products or services of the System or its competitors.
c) Equal Employment Opportunities, Prohibitions Against Discrimination and Harassment
The System believes that the fair and equitable treatment of employees, patients and other persons is critical to fulfilling its vision and goals. It is the policy of the System to enroll subscribers and treat patients without regard to the race, color, religion, sex, ethnic origin, age, disability or marital status of such person, or any other classification prohibited by law. Likewise, it is the policy of the System to recruit, hire, train, promote, assign, transfer, layoff, recall and terminate employees based on their own ability, achievement, experience and conduct without regard to sex, race, color, age, religion, ethnic origin, disability, marital status or any other classification prohibited by law. No form of harassment or discrimination on the basis of sex, race, color, age, religion, ethnic origin, disability, marital status or any other classification prohibited by law will be permitted. Each allegation of harassment or discrimination will be promptly investigated in accordance with applicable human resource polices.
d) Prohibitions Against Disruptive or Abusive Behavior
The System prohibits any conduct or behavior that is abusive or disruptive to the work environment or the patient care environment. This includes but is not limited to loud, hostile, abusive or threatening conduct of a verbal or physical nature on the part of employees, contractors, patients, visitors, and any other persons on any System premises. Any instances of such behavior should be reported to management or to Human Resources for further investigation and corrective action as appropriate.
3. Time Card Reporting
Time worked is to be reported in a timely and accurate manner as required by System policy. Only the true and actual hours worked are to be reported. Hours not worked such as vacation or sick leave for which pay is received, are to be true and accurate.
4. Substance Abuse
The System maintains a drug-free work place. Employees may not use or possess illegal or non-prescribed drugs or alcohol while the employee is conducting System business, while the employee is on System property or while the employee is operating a System owned or leased vehicle.
5. Work-Related Charges, Indictments Or Convictions
Any employee who is convicted of a criminal offense related to the System's business or who is listed by a Federal or State agency as debarred, excluded or otherwise ineligible for participation in federally or state funded programs shall be terminated from employment. Until resolution of any criminal charges or proposed disbarment or exclusion, employees who are charged with criminal offenses or proposed for disbarment or exclusion shall be removed from direct responsibility for, or involvement in, any federally or state funded program.
A. BACKGROUND AND ORGANIZATION
The fundamental objectives of the healthcare profession are to enhance overall quality of life, dignity and well-being of every individual needing healthcare services and to create a more equitable, accessible, effective and efficient healthcare system. Healthcare professionals have an obligation to act in ways that will merit the trust, confidence and respect of other healthcare professionals and the general public. Therefore, healthcare professionals should lead lives that embody an exemplary system of values and ethics. Accordingly, these Standards have been established for the System as a vehicle to accomplish these goals. The Compliance Committee will administer the Standards, however, it is every representative's responsibility to strictly adhere to the established Standards.
B. MONITORING RESPONSIBILITIES
1. Compliance Officer
The System will appoint a Compliance Officer who shall be a member of the Compliance Committee and who shall serve in that position until a successor is selected by the Audit Committee of the Board of Directors. The Compliance Officer will have the authority and responsibility to take all appropriate action deemed reasonably necessary for the establishment and adherence to the Standards.
2. Dissemination Of Information
The Compliance Officer will provide a detailed semi-annual report to the Audit Committee covering the elements of training discipline, development of standards and procedures, compliance auditing and monitoring, changes in Compliance Committee personnel, reports of system, handling of conflicts of interest and any governmental investigation that may involve the System.
3. Training Programs
In order to assure that all personnel understand their obligations pursuant to the Standards, the System will, through the appropriate departments, develop training programs for each of the compliance areas identified by the Audit Committee. Training will be required for all new representatives and, at least annually, for all existing representatives in those departments and those compliance areas identified by the Audit Committee. All training required by the applicable statutes and regulations will be conducted in a manner, and as frequently, as is consistent with such requirements. Training schedules will be submitted to the Compliance Officer annually.
C. ROLE OF THE COMPLIANCE COMMITTEE OF THE BOARD OF DIRECTORS
The System has established a Compliance Committee to assist representatives in resolving questions involving ethics and conduct. Representatives should seek help of the Compliance Committee whenever necessary. [Such assistance may be provided to the representative on a confidential and/or anonymous basis.] The Compliance Committee consists of the members of the System’s Management Staff and is chaired by the Compliance Officer. The Compliance Committee will meet as often as necessary. In addition to assisting representatives and facilitating education and training programs relating to the Standards of Business Ethics and Conduct, the Compliance Committee will perform an independent review of any complaints regarding suspected violations of the System's ethics policies and procedures. The Compliance Committee will prepare an annual report of observations, accomplishments and recommendations to the Board of Directors, and such other periodic reports as required.
These Standards shall have equal force and effect for all Affiliates of the System and will be reviewed and adhered to by each Affiliate representative.
E. NON EMPLOYED PERSONS
These Standards provide a basic framework of the expectations of all individuals who conduct business with or who are otherwise associated with the System. It is expected, with respect to all business or other dealings with the System, that volunteers, contractors, non employed physicians or anyone else who meets this description will abide by the intent and guidance of these Standards.