Integrity Standard - Conflict of Interest

Policy:
We must avoid situations where our personal interests could conflict, or reasonably appear to conflict, with the interests of the Company. We must be free of actual, apparent or potential conflicts of interest when dealing with persons or business entities on behalf of the Company. We must award business solely on merit, getting the best value for the Company, and wherever practical, on a competitive basis. A conflict of interest occurs whenever an employee permits the prospect of direct or indirect personal gain to influence his or her judgment or actions in making decisions regarding Company business.

Nepotism and other Forms of Favoritism
We may not conduct Company business with any entity in which we or our family have 5 percent or greater ownership or controlling interest. A family member, as defined by Company policy, generally includes an employee’s:

We may not use information that comes to us in the course of employment for personal investment or gain, nor can we provide this type of information to family members or others.

We must avoid direct or indirect responsibility for the hiring or supervision of a family member. Even the appearance of favoritism can have a degrading effect on employee morale and perception of the Company’s fairness to all employees. Employment of family members is permitted so long as employees are not reporting directly or indirectly to each other.

We must also avoid romantic and other close personal relationships with another employee where one individual supervises, directly or indirectly, the other’s performance, salary, schedule, or other working conditions.

Someone Close to You Working in the Industry
We may find ourselves in a situation where someone close to us, whether a family member or a close friend, works for a competitor, vendor, provider, customer or producer. In such cases, we must be especially sensitive to security, confidentiality and conflicts of interest. We should review our specific situation with our Supervisor to assess the nature and the extent of any potential conflict of interest and how it can be resolved.

Competing Against the Company
We may not, either directly or indirectly, compete against the Company in any of the products or lines of business that the Company currently sells or anticipates selling or developing. This includes, but is not limited to, taking for ourselves any opportunity that we discover because of our position or employment with the Company.

Outside Employment and other Activities
A conflict of interest may also exist if the demands of any outside activity hinder or distract us from the performance of our job or even appear to influence our judgment or performance for the Company. We may not engage in any outside activity that negatively impacts our job performance.

Generally, any outside employment with a competitor, provider or entity which does or seeks to do business with the Company is not permitted. If you have any doubts regarding an outside job or activity, contact your Supervisor.

It is not possible for the Code of Business Ethics and Conduct to list every type of potential conflict of interest. When in doubt, we should share the facts of the situation with our Supervisor or another Corporate Resource.

Questions & Answers

Q. My spouse is employed by a Company that believes it can supply higher quality and less expensive supplies to our Company than the current vendor. Can we deal with that Company?
A. In this case, so long as you stay out of the purchasing decision, the Company will be able to reach an independent judgment. Always notify your Supervisor or another Corporate Resource of any close relationship you have with any of our vendors or other business partners.

Q. I have an outside business selling fitness products. Can I use Company bulletin boards, E-mail or inter-office mail to advertise these products to other Company employees?
A. No. You are free to engage in an outside business (provided there is no actual or potential conflict of interest) on your own time and off Company premises. Products or services associated with your outside business should not be solicited or promoted during Company work hours or on Company property. Also, in accordance with Company policies and procedures, you should not use the Company’s name, its facilities or resources (e.g., time, telephones, copy machines) to engage in any personal business activity.

Q. I am a claims examiner and have an opportunity to moonlight in the billing department of a large physician group. Can I take the job?
A. Generally, Company employees may not have outside employment with any provider, competitor or any entity which does or seeks to do business with the Company. It would be inappropriate for you to work for any physician group that files claims with or otherwise does business with the Company. If you have questions on any type of outside employment, contact your Supervisor.

Remember, if you do not understand, or if you have any questions concerning, this Integrity Standard or any other part of the Code, contact your Supervisor, a higher level Supervisor, any of the Corporate Resources or call the Corporate Integrity HOTLINE
(1 800 838-2552).

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