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| About UMD - Code of Conduct |
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Policy on the Powers and Fiduciary Duties of Directors and Officers
- The Board of Directors makes fundamental policy decisions on behalf of the Company as expressed through the adoption of resolutions. The day-to-day affairs and management of the Company are the responsibility of the officers and senior management, and by delegation to other employees.
- The Board of Directors of the Company has at least five primary functions:
- The selection of the President and Chief Executive Officer and the determination of his or her compensation. In addition, the Board oversees the selection of officers and other senior management employees and the determination of their compensation;
- Review and approval of the Company’s business objectives, major strategies and policies, and plans for the Company;
- To provide advice and counsel to senior management;
- To select and recommend candidates for the Board of Directors as necessary and evaluate Board processes and performance; and
- Review the adequacy of the Company’s internal controls to ensure compliance with applicable laws and regulations and monitor the indicators of compliance with those laws and regulations.
- The Board will perform its duties with the knowledge that its conduct serves as the example for the ethical tone of the Company, its officers, employees and agents.
- The Board members, when making business decisions, must:
- act in accordance with their fiduciary obligations and on an informed basis.
- use their corporate positions solely for the benefit of the Company and not for personal profit, gain or other personal advantage, and must recuse themselves from voting or participating in deliberations on matters in which a potential conflict of interest may arise.
- To effect full disclosure of all potential or actual conflicts of interest, members of the Board shall complete a conflict of interest questionnaire on a yearly basis. All questions must be answered fully and accurately, and members of the Board must certify as to the accuracy of the information given.
- The Board recognizes and accepts its fiduciary obligation to fully inform itself of all relevant facts and information on a particular matter prior to making a decision as a Board. The Board is entitled to rely on information, opinions, reports or statements, and other data, prepared or presented by legal counsel, officers or employees of the Company, public accountants, or other persons who are reasonably believed to be competent to prepare or present those matters to the Board.
- It is the duty of the Board to review with management and approve, on a periodic basis, business goals, objectives, and strategies for the Company and regularly monitor the business performance of the Company against those goals, strategies and objectives.
- One of the critical roles of the Board is to establish committees to perform certain oversight functions. The Board has established, through its bylaws, appropriate Standing Committees to perform these oversight functions: Audit, Compensation and Succession Planning, Executive, Finance, Investments, Nominating and Governance, and Quality Improvement. The Board has established and will maintain specified Roles and Responsibilities of each committee, which define the responsibilities, and duties of each of the established committees. The committee Roles and Responsibilities are incorporated herein, by reference. It is the responsibility of each such committee to report its recommendations, activities, and work product to the full Board on a regular and continuing basis. The functions of the Audit, Nominating and Governance, and the Executive Committee, as it relates to compensation, shall be performed exclusively by outside directors.
- The Board, acting through the Audit Committee, will monitor adherence to the Company’s Code of Conduct and Compliance Program by:
- Ensuring that the Company adopts a Code of Conduct and Compliance Program for distribution to employees, officers and directors which explains the Company's expectations regarding the business conduct of Company personnel and the contents and goals of the business conduct standards contained in the Code of Conduct and Compliance Program;
- Ensuring that the Company has implemented appropriate programs to ensure that each director, officer, and employee of the Company (i) understands the content and goals of the Code of Conduct and Compliance Program; (ii) is aware of the procedures for reporting violations; (iii) understands applicable laws, rules and regulations; and (iv) understands the importance of prompt disclosure so that potential violations may be promptly reported to appropriate authorities; and,
- Making recommendations, where appropriate, to (i) provide policies and procedures for fair and expeditious investigation of any reported compliance violation or of any reported violation of federal/state laws, rules or regulations; (ii) establish procedures for receiving, hearing, and resolving violations; (iii) establish procedures to receive suggestions from directors, officers, and employees for updating the Code of Conduct and Compliance Program to ensure that they are effective.
- The officers of the Company also have the fiduciary responsibility to act on behalf of the Company and not to act in their individual interests. The management of the Company will be conducted by and under the supervision of senior officers as designated by the President and CEO and approved by the Board of Directors. The management function is vested in the President and CEO.
- In performing the management function, the officers are obligated to act in a manner consistent with the standards established by the Company, to execute specific plans, policies, or directions of the Board, and to work with and on behalf of the Board to ensure every director, officer, and employee complies with the Code of Conduct and Compliance Program.
Compliance Officer
The President and CEO shall appoint a Compliance Officer who will report directly to the President and Chief Executive Officer. The Compliance Officer will appoint Assistant Compliance Officers and other Compliance personnel as appropriate.
The duties of the Compliance Officer include but are not limited to the following:
- Oversee and monitor the implementation and effectiveness of the Compliance Program.
- Review and keep current with applicable laws, regulations and standard operating procedures relevant to the Code and periodically review the Code to respond to new developments.
- Maintain records related to the Compliance Program.
- Help ensure that Compliance Program materials are regularly updated to respond to changes in the law and industry and to respond to new developments.
- Report to the President and CEO, the Audit Committee of the Board of Directors and, if necessary, the Board of Directors on the implementation and enforcement of the Compliance Program and on periodic updates to the Compliance Program.
- Develop policies and programs to encourage employees to report suspected illegal and unethical conduct without fear of retaliation.
- Prepare required reports for submission to governmental agencies. If necessary, advice and approval from the General Counsel should be obtained.
- Ensure that third-party vendors who perform services for or on behalf of the Company and vendors who conduct significant business with the Company are aware of the existence of the Compliance Program.
- Conduct periodic audits for compliance with laws, regulations and Company policies and procedures and recommend corrective actions for identified problems.
- Ensure there are policies and procedures in place to enable the Company to screen employees for the propensity to engage in illegal activities or unethical conduct, including verification of employment applications; review of public records and background checks. This also includes ensuring that employees engaged in federal government business do not appear on the Health and Human Services List of Excluded Individuals/Entities and the General Services Administration (“GSA”) List of Parties Excluded From Federal Procurement and Non-Procurement Programs.
- Conduct risk assessments to identify areas where the Company may be vulnerable to unlawful and/or unethical conduct and determine the likelihood that certain types of unlawful and/or unethical conduct may occur.
- Receive periodic reports from the Part D Compliance Officer on the status of the Company's Part D compliance program implementation, the identification and resolution of potential or actual instances of noncompliance, and the Company's Part D oversight and audit activities.
The designation of a Compliance Officer in no way diminishes or eliminates the responsibility of Company personnel to comply with all Company policies and procedures, nor does it diminish every manager’s responsibility to ensure that those personnel for which he or she has responsibility comply with the Code, the Compliance Program and related policies.
In addition to these responsibilities, the Compliance Officer is responsible for duties that ensure the overall effectiveness of the program. In executing these duties, the Compliance Officer must perform a wide variety of tasks to implement the Compliance Program.
The Compliance Committee
The Compliance Committee shall also be appointed by the President and CEO. The Compliance Officer, or his or her designee, shall serve as the Chairperson of the Compliance Committee. The Compliance Committee will meet periodically, or as required by any Corporate Compliance Agreements with any governmental agency, and will assist the Compliance Officer in the administration and implementation of the Compliance Program.
Dissemination of Information
A critical aspect of a Compliance Program is the effective communication of the Code, Compliance Program and related policies to all personnel. The Compliance Officer is responsible for establishing procedures to ensure that every employee is familiar with the Code of Conduct and Compliance Program and endeavors to abide by them. These procedures include the following:
- Each newly hired employee will be given a copy of the Code of Conduct and Compliance Program and other policies relevant to his/her employment. The new employee must sign an acknowledgment stating that the employee has read and understands these policies and agrees to abide by them. If such newly hired employees have questions, they should contact their manager or the Compliance Officer.
- Each employee is responsible for acknowledging his or her understanding of the Code, the Compliance Program and related policies on an annual basis through the annual performance evaluation process.
- Each manager is responsible for confirming the acknowledgment of each employee under his/her supervision as indicated on the annual performance evaluation form.
- The Compliance Officer is responsible for ensuring that employee acknowledgments are retained by the Company.
Reporting Violations
The Company is committed to the policy that all personnel have an obligation to report any actual, potential or suspected violation of the Code or Compliance Program to their manager, any Compliance personnel (e.g., Assistant Compliance Officer) or the Compliance Officer. All managers must report any potential violation to the Compliance Officer. An employee or manager who fails to report an actual, potential or suspected violation is subject to disciplinary action. Reporting personnel may not be subject to any retaliation or retribution for a good-faith report of a suspected violation of the Code or Compliance Program.
The Company also has established a confidential hotline for anonymous reporting of violations.
The Company is committed to establishing an environment that encourages and allows personnel to seek and receive prompt guidance to avoid engaging in conduct that may violate the Code or any local, state or federal law, rule or regulation.
To achieve these objectives, the Compliance Officer is responsible for ensuring that the following practices and procedures are implemented:
- Employees may consult their manager, General Counsel, Compliance personnel or the Compliance Officer about any questions regarding the Code or the Compliance Program.
- Employees may report to their managers any violation or suspected violation of the Code or related policy. Managers who receive such reports from employees should immediately report the information to the Compliance Officer or other Compliance personnel. Alternatively, where appropriate, employees can report violations or suspected violations directly to the Compliance Officer or Assistant Compliance Officers. Personnel will not be subject to retaliation for a good-faith report of a suspected violation of the Code or the Compliance Program. If any retaliatory action is suspected, the Compliance Officer should be contacted immediately. Any employee who is found to retaliate against another employee for making a good faith report of an actual or suspected violation of the Code or the Compliance Program will be considered to have violated the Code and subject to disciplinary action.
- The Compliance Officer is responsible for a periodic review of all reports received of suspected violations of the Code or the Compliance Program. The Compliance Officer will investigate reported violations of the Code or the Compliance Program.
- The Company has established a confidential compliance “hotline” that is available to all employees. The hotline number is 1-800-798-1453. Employees who call the hotline can do so anonymously, if they choose, and without fear of retaliation for good-faith reports. The Compliance Officer will investigate all calls to the hotline where a violation or suspected violation of the Code is reported.
- All reasonable measures will be taken to protect the confidentiality and anonymity of the individual reporting a potential compliance violation. It may be necessary, in certain circumstances such as a report to law enforcement authorities, to supply the name of the individual making the report, when this information is known.
Disciplinary Actions
The Company should promptly and properly document all reasons for disciplinary actions taken against its personnel for violations of the Code or the Compliance Program and related policies and procedures. The Compliance Officer is responsible for ensuring that such documentation is included in the individual’s personnel file.
In determining the appropriate disciplinary action to impose for a violation of the Code or Compliance Program, or related policies and procedures, the Compliance Officer, in conjunction with the General Counsel and other members of senior management, may take into account the following factors:
- The nature of the violation and the ramifications of the violation to the Company, its subscribers and the impact on public programs and funds including the Medicare Trust Fund;
- Whether the individual was directly or indirectly involved in the violation;
- Whether the violation was willful or unintentional;
- Whether the violation represented an isolated occurrence or a pattern of conduct;
- Whether the individual in question reported the violation;
- Whether the individual withheld relevant or material information concerning the violation;
- The degree to which the individual cooperated with the investigation;
- If the violation consisted of the failure to supervise another individual who violated the Code or Compliance Program, or related policies and procedures, and the extent to which the circumstances reflect complicity, negligence, or inadequate supervision or lack of due diligence;
- If the violation consisted of retaliation against another individual for reporting a violation or cooperating with an investigation and the nature of such retaliation;
- Disciplinary action previously imposed by the Company for similar violations; and
- The individual’s past violations.
- Disciplinary action for violation of the Code of Conduct or Compliance Program that may be taken include, but are not limited to, verbal warnings, written warnings, suspensions or termination.
- Employees who supervise an individual being disciplined may also be subject to disciplinary action if there is a finding of complicity or negligence. This decision will be made by the Compliance Officer and will follow the same guidelines stated above.
Dissemination of Information to Others —Agents of the Company
The Company shall disseminate its Code of Conduct and Compliance Program to each of its subsidiaries and agents who work for or on behalf of the Company. Each subsidiary shall adopt the Company’s Code of Conduct and Compliance Program or institute its own. Each agent who acts for or on behalf of the Company shall also be advised that they are responsible for complying with the Company’s Code of Conduct and Compliance Program. Likewise, all significant vendors shall be advised of the Company’s Code of Conduct and the Compliance Program and shall be encouraged to comply with these policies.
Investigations of Violations
All personnel are expected to cooperate with investigations of any alleged violation of the Code, the Compliance Program or state or federal law. It is imperative, however, that even a preliminary investigation of any suspected violation not be conducted without consulting with the Compliance Officer and, if necessary, seeking the assistance and guidance of counsel.
If suspected unlawful or unethical conduct is detected, the Company’s General Counsel should be notified, unless the General Counsel is the subject of the investigation. The Legal Department, in conjunction with the Compliance Officer, will promptly investigate, or cause to be promptly investigated, the possible occurrence of the unlawful conduct.
If unlawful or unethical conduct is detected and is continuing, all efforts will be made to stop that conduct immediately.
All inquiries about suspected unlawful or unethical conduct from governmental authorities, or complaints from third parties, must be reported immediately to the Company’s Legal Department and the Compliance Officer.
To the extent it is reasonable and practicable, the Company will fully cooperate with appropriate federal, state and local authorities investigating a criminal offense. The Legal Department will ensure that documents and other items and/or information that may be regarded as helpful in an investigation are preserved. Any attempt to conceal an offense or to alter or destroy evidence related to suspected unlawful or unethical conduct will be considered a violation of the Code. |
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