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| About UMD - Code of Conduct |
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Guarding Company Assets
The Company has a responsibility to our stakeholders to protect Company assets. Stakeholders include members and beneficiaries, providers, regulators, employees and the Board of Directors. Doing so is critical to building and maintaining stakeholder trust and loyalty. Not only could improper or careless handling of assets harm the Company’s financial stability and strength, but such violations of trust could adversely affect a decision to support our strategies and decisions.
Financial Accountability
The Company maintains a system of internal controls that is designed to reasonably ensure that all transactions are properly executed and recorded in accordance with management’s authorization. All employees and Board members are expected to adhere to these policies.
- Health Care Fraud, Waste and Abuse
Health care fraud, waste and abuse are significant problems for the health insurance industry. The Company is totally committed to safeguarding our customers' premium dollars and the Medicare and Federal Employee Health Benefits Program trust funds by adopting measures to detect and prevent such activities. Employees are expected to be vigilant in detecting and preventing fraud, waste and abuse and are expected to immediately report all suspected fraudulent or abusive practices by providers, members, subscribers, vendors or other employees to the appropriate department, or to the Compliance Officer. All such reports will be kept in confidence, to the extent possible.
- Accuracy of Books and Records
No unauthorized or unrecorded Company funds or assets may be created or maintained for any purpose. In addition, creating or recording false entries in the Company’s books is strictly prohibited.
Federal and state laws require the Company to ensure that its books and records accurately reflect the true nature of the transactions represented. It is against Company policy, and possibly illegal, for any employee to intentionally cause our books and records to be inaccurate either by entry of false information or through deliberate omission.
- Retention of Records
Company business records, including medical records, must be retained in accordance with laws and regulations and the Company's record retention policy.
Disposal or destruction of the Company’s records and files must be in accordance with the Company’s record retention policy and department procedures. Legal and regulatory practices require the retention of certain records for various periods of time, particularly in the tax, human resources, health and safety, environmental, contract and corporate areas. In addition, when litigation or a government investigation or audit is threatened or pending, relevant records shall not be destroyed until the matter is closed and proper authorization is received. Destruction of records to avoid disclosure in a legal proceeding may constitute a criminal offense.
If you are uncertain about the proper retention period for any document or possible restrictions on destroying a document, contact department management, the Compliance Officer or the General Counsel.
Company Time
Company time includes, but is not limited to, the time that employees are assigned to work. Employees must make the best use of their time by continuously striving to produce a quality work product in an efficient manner. Therefore, employees must be on the job when scheduled and conform to the Company’s rules governing their day-to-day performance. Labor and materials costs must always be charged accurately and to the appropriate cost center or account, regardless of the financial status of the program, project, or contract or the budget status of a particular account or line item. Time records and all other business records must be complete and accurate. Falsification of time or other records is strictly prohibited. Correction of time records or other records can be accomplished only in accordance with established procedures and must be supported by appropriate documentation and approvals.
Company Property
Employees must protect all Company property, including, but not limited to, equipment, supplies, keys, records and reports, computer software and data, which include e-mail and voice mail, and proprietary information, whether tangible or intangible.
That means employees:
- May not take, loan, donate, sell, receive, intentionally damage, sabotage, destroy, or otherwise dispose of any type of Company property, regardless of condition or value, unless specifically authorized. In addition, we may not use such property for non-corporate purposes unless specifically authorized.
- Should take measures to ensure against theft, damage, sabotage and misuse of Company property.
- Must report actual or suspected theft or misuse of Company property to their manager, Security or the Compliance Officer.
Question: My group is receiving new personal computers and printers. The local elementary school in my neighborhood could really use the old equipment. May I donate my old equipment to the school on the Company’s behalf?
Answer: Though Company equipment may be obsolete, there are other factors that must be considered before the company chooses to discard or donate it, such as accounting practices, retention of confidential information contained in old equipment, and corporate contribution policies. Any donation of any assets must be approved by the Chief Financial Officer.
Company Funds
Employees must properly use and protect Company cash and its equivalents, including currency, checks, money orders, postage, charge cards, bills, vouchers, and reimbursement claims. This means making sure that all claims, vouchers, bills, estimates and invoices are accurate and proper. Corporate charge cards and calling cards are to be used only for Company business. When presenting any voucher or bill, employees will reasonably ensure that the charge has been approved by the appropriate manager and the nature of the expense and the amounts involved are appropriate and proper.
Company Reports
All Company reports, including time records, vouchers, bills, payroll, expense reports, measurement and performance data of the Company, financial statements and other essential data, whether computerized or on paper, must be accurate and valid.
That means employees:
- Must follow all laws, regulations and Company policies and procedures for carrying out and reporting business transactions, and must also obtain appropriate authorizations and establish and comply with all internal controls.
- Must never create a false or misleading report or record including, but not limited to, vouchers, financial information, other records pertaining to corporate funds or Company property, performance measurement data, work time reporting, benefits enrollment forms or claims.
- Will not create or submit false or misleading reports of operating statistics and measurements (sales reports, performance data, utilization data, etc.), nor suppress, alter or destroy operating data and reports.
- Will not improperly destroy any corporate accounts, records or other official Company documents, or improperly alter or make false entries or, conversely, intentionally fail to make correct entries.
- Will advise customers and suppliers of any clerical or accounting errors, as they become known, and ensure prompt correction of such errors through credits, refunds or other mutually acceptable means.
Intellectual
Property
Intellectual property laws enable the Company to protect valuable assets, including provider contracts and systems. Intellectual property can include copyrighted materials, proprietary information, know-how, trade names, brand names, advertising slogans, etc. Employees are required to protect the Company’s intellectual property rights by adhering to the following guidelines:
Proprietary
Information: Employees must understand that many Company documents and information are proprietary in nature. Company proprietary information can include business and marketing plans, sales and marketing data, customer and employee records, research and technical data, strategies, information pertaining to new products and services and computer software. Employees can and should protect all proprietary information by:
- Marking documents with appropriate proprietary notices and legends, taking measures to ensure that the information is kept in a secure manner, and not permitting disclosure of our Company information to third parties without management and Legal Department approval.
- Never discussing such information in public places where it may be overheard. Employees also should never discuss proprietary information with family members or others who might inadvertently pass the information on to someone else.
The obligation not to disclose such information also applies after an employee leaves the Company. In addition, employees must return all proprietary information in their possession upon separation of employment.
Question: How can I determine whether a document is considered “proprietary” if it is not marked that way?
Answer: First, you should ask the person who generated the information, the approriate manager or officer, or the General Counsel. If he or she is unavailable, base your decision on the nature of the information. Does it deal with company strategies, new products or Company performance? If so, it could be proprietary.
Patents, Copyrights and Trademarks: Company employees should properly utilize tag lines and comply with other restrictions imposed by the BlueCross BlueShield Association Service Mark Requirements and Graphic Standards. It is also very important that employees identify and disclose to management any and all new works of authorship, technology advances or unique solutions to business problems that are developed during employment with or that relate to the Company. This will enable the Company to take measures to protect existing and new works under applicable patent, trademark, copyright or proprietary information laws and regulations.
Confidential Information
Employees must protect the integrity of confidential information at all times. Employees must be familiar with all policies and procedures regarding maintaining the confidentiality and disclosure of personally identifiable health information of members and beneficiaries.
Do not disclose confidential information to persons outside the Company unless they have a legitimate need for the information and they have been properly authorized by our management to receive it. In order to protect confidential information, you should take reasonable steps to ensure that it cannot be intentionally or inadvertently discovered by persons outside the Company. This requires you to take reasonable steps to safeguard confidential information, such as keeping confidential data in a secured location in your office or work area, and not discussing confidential information with co-workers in public areas such as elevators and taxicabs.
Maintaining Computer and Network Security
To conduct daily business operations and future strategic initiatives, the Company is critically dependent on its technical network computers and their associated software, data and supporting processes, otherwise referred to as corporate information assets. If critical corporate information assets were inappropriately disclosed, altered, unavailable, or unreliable, the Company could suffer serious losses, such as damaged reputation, financial loss and/or loss of business services. Therefore, we must maintain the confidentiality, integrity and availability of corporate information assets by proactively protecting:
- Information used to access Company systems and facilities including, but not limited to user ID’s, passwords and identification badges.
- Company information and systems including computers, software, hardware, and files and processes used for audit and recovery purposes.
As members of the workforce, we are accountable for protecting corporate information assets in accordance with established Corporate Information Security policies, which can be accessed through the Company’s Intranet. If you have any questions regarding the content of corporate information security policies, please refer to your management for guidance.
Corporate information assets are considered proprietary and are the sole property of HealthNow Systems, Inc. and HealthNow New York Inc.
Insider Trading
Board members, officers, employees and consultants are prohibited from buying or selling securities of any corporation while such person has knowledge of “material, non-public information” concerning the corporation obtained through employment at the Company or otherwise. In the most basic terms, material information is any information that is important to a reasonable investor in deciding whether to buy or sell stock. In short, any information that could reasonably affect the price of the stock is material. Information is “non-public” or “inside information” if it has not been disclosed to the public by means of a press release, conference call, SEC filing or other manner that is reasonably designed to furnish broad public access to the information. Whether information is “material” is highly dependent on the particular facts and circumstances relating to a given item of information. You should ask yourself, “Does the information that has not been made public significantly change the mix of information that has already been made available to investors?” If so, it is material.
Securities laws also impose liability on any person who “tips,” i.e., communicates, material, nonpublic information to another who then trades on that information. Penalties apply whether or not the tipper derives any benefit from the tippee’s trading activities. Tipping violations can result from verbal, written or electronic communications.
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