Prime Therapeutics. Code of Conduct

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1 Prime Therapeutics Code of Conduct

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3 A Message from Prime s President and CEO As employees, directors and officers of Prime Therapeutics, our clients and members have placed in us a unique trust. We need to be accountable to that trust and together conduct our business lawfully and responsibly. Beyond complying with the law, we must actively strive to do the right thing. We must always exercise sound judgment in our decision-making because integrity is the foundation on which our relationships are built. Prime s Code of Conduct is based on our core values and summarizes important policies and legal obligations. Our Code cannot address all circumstances or anticipate every situation that we, as Prime employees, may face. Rather, Prime expects all individuals to read all policies that impact the work that they do, use good judgment and ask questions whenever they are in doubt about the best action to take. You may seek assistance from your supervisors, the Human Resources Department, Legal Department, Compliance Department or Prime s Compliance Officer if you are faced with a situation and are unsure of what to do. Also, a 24-hour Compliance hotline ( ) has been set up to allow employees to ask questions or raise potential compliance concerns. All Prime employees should feel comfortable using candor as it relates to the reporting of any compliance related matters without fear of retaliation or retribution. By responsibly and consistently following our Code, we can each do our part to ensure that Prime maintains its reputation as a company that conducts its business with the utmost integrity. With regards, Eric Elliott President and Chief Executive Officer Report Compliance concerns: 24-hour anonymous Compliance hotline i

4 Mission and Vision You should be aware of and understand Prime Therapeutics mission and vision. Mission Our mission is to provide the highest quality care and service for members while focusing on delivering the lowest cost of care and empowering clients to make informed decisions in health care management. Vision To be the PBM of choice for Blue Cross and Blue Shield plans. ii Prime Therapeutics llc

5 Compliance Program and Code of Conduct Policies Prime Therapeutics LLC (Prime), is committed to the values of integrity, honesty and respect. Our activities and the activities of everyone working for Prime must reflect positively on the company and our customers. Our policies insist that we all: Do business with integrity and in accordance with all applicable laws and regulations Prevent unethical or unlawful behavior Halt any such behavior as soon as reasonably possible after its discovery Implement any policy and procedure changes needed to prevent recurrences of a violation Use disciplinary action as necessary Prime honors these policies as part of the work of the Compliance Department, which includes, but is not limited to: The Code of Conduct (the Code) which applies to all of Prime s officers, directors, employees, contractors, agents, consultants, suppliers, first tier entities, downstream entities and related entities Other related management policies and procedures as may be amended from time to time (Compliance Program) Report Compliance concerns: 24-hour anonymous Compliance hotline iii

6 Compliance Program and Code of Conduct What is the goal of the Compliance Program and the Code? One goal of the Compliance Program and the Code is to provide guidance to you as you continue to work with or for Prime and to raise awareness of the ethical, legal and other rules that affect our business. The Code should be used as a reference for difficult or questionable situations. In addition to reviewing the Code, you should review the corporate policies that are mentioned throughout the Code. These policies are available for your reference in both the Policies and the Compliance sections of Prime s intranet, PrimeTime.com. You may approach your supervisor or manager if you are unsure of a situation or have questions regarding the Code, the Compliance Program or any of our policies. The Human Resources, Legal and Compliance Departments, as well as Prime s Compliance Officer are available for assistance. Additionally, you may use the 24-hour anonymous Compliance hotline ( ). > Additional information about Prime s Compliance Program is available on Prime s intranet, PrimeTime.com. Who oversees the Compliance Program and approves the Code? The Board of Directors is charged with oversight of the overall Compliance Program. The Board s Audit and Finance Committee reviews and approves the Code annually as a part of its oversight. iv Prime Therapeutics llc

7 Who must follow the Code? The Code applies to all of Prime s officers, directors, employees, contractors, agents, consultants, suppliers, first tier entities, downstream entities, related entities and third parties acting on our behalf. Ethical conduct is at the core of how we do business and is the foundation from which all of our business relationships and activities are formed and maintained. Although illegal or unethical conduct is usually easy to identify and avoid, some seemingly harmless conduct can be considered illegal or improper. Moreover, contracting with the government or any transaction involving government funds involves a special trust and, as a consequence, a stricter code of behavior as is outlined throughout the Code. You are personally responsible for being familiar with the Code and for seeking help or clarification to avoid unethical or illegal business conduct. Compliance with the Code is a condition of your employment. In addition, if you are responsible for supervising anyone else, you must ensure that they are aware of and comply with the Compliance Program and the Code. You must diligently set an example of ethical business behavior and must foster a work environment in which compliance is expected and encouraged and in which there is no suggestion that violations are permitted at any time even if they might benefit Prime. You should review the Code on a regular basis so that these standards are incorporated into your daily work. What should be reported? You are responsible for reporting: Any activity you believe may be a violation of the Code Any activity you believe may be a violation of any applicable policy, law or regulation How do employees report questionable activities? You can report without fear of retaliation or retribution. We have several reporting options available including, but not limited to, talking to your supervisor, the Human Resources Manager, the Legal or Compliance Departments or the Compliance Officer. A 24 hour/7 days a week anonymous hotline is also available at Report Compliance concerns: 24-hour anonymous Compliance hotline v

8 Table of Contents Working together to ensure compliance with laws Accountability to Prime, our clients, our members and each other: Protecting company assets and information 1 Conflicts of interest Use of Prime s funds and assets Confidential and proprietary information Data security and software license obligations Integrity when dealing with suppliers and customers Reciprocity Gifts or gratuities Entertainment, travel and honorariums Other improper payments Appropriate service and coverage Antitrust Price fixing Market allocation and other agreements restraining trade Candor with the government Bribery Anti-kickback laws Medicare and Medicaid participation Ineligible health care providers and pharmacies HIPAA and privacy Political activity and contributions Candor with our members, clients and owners in our advertising and promotion Working with purpose: Accounting and record management Proper accounting Accounting practice complaints Labor and materials costs Falsification of records Record management policies Record ownership Record creation Record retention Record destruction Working together to create a safe and healthy work environment Workplace violence Discrimination Harassment Substance abuse Computer usage and instant messaging usage Prime s active Compliance Program Exceptions and amendments Non-retaliation Investigations Corrective actions Equal employment opportunities Reporting violations vi Prime Therapeutics llc

9 Code of Conduct Working together to ensure compliance with laws Prime is committed to doing business in compliance with all applicable state, federal and local laws including, but not limited to, the Health Insurance Portability and Accountability Act, the Privacy and Security Standards and the Medicare Prescription Drug, Improvement, and Modernization Act. If you have any questions or concerns regarding specific laws, regulations or any legal issue, please contact the Legal Department. Accountability to Prime, our clients, our members and each other: Protecting our assets and information Conflicts of interest You have a duty to avoid financial, business or other relationships that put you at odds with our interests or that may conflict with your assigned duties. You should conduct yourself in a manner that prevents even the appearance of a conflict between your personal interests and those of Prime. Conflicts of interest may arise through: Employment or any engagement with a competitor, regardless of the nature of the employment or engagement Acceptance of gifts, payments or services from those who do business or seek to do business with Prime Placement of Prime business with a firm owned or controlled by a Prime employee or a family member of an employee Ownership of, or substantial interest in, a company that is a customer, competitor or supplier of Prime Serving as a consultant to a current or prospective Prime customer or supplier You are required to annually disclose personal, financial and other interests to the Compliance Department. You also have an ongoing duty to disclose these conflicted relationships throughout the year. This information is reviewed by the Compliance Officer to determine whether or not those interests pose a real or potential conflict. Report Compliance concerns: 24-hour anonymous Compliance hotline

10 Code of Conduct Use of Prime s funds and assets Prime s assets may be used only for Prime s benefit. You have a duty to ensure that all corporate assets are used only for valid business purposes. Prime s assets should never be used by anyone for personal gain. These assets include much more than equipment, inventory, corporate funds or office supplies. Assets are also concepts, business strategies and plans, financial data, intellectual property rights for trademarks and patents, and other information about our business. Confidential and proprietary information Prime We must maintain a strict standard of confidentiality to protect Prime s clients, members and Prime s confidential and proprietary information. Any unauthorized access, use or disclosure of this private information is prohibited. Confidential information is anything that is not generally known or shared with the public and includes: Patient and employee medical record, claims, credit card and other sensitive information that we obtain through our business or employment relationships Proprietary information, often known as trade secrets, which is helpful to Prime and/or competitors and is generally not available to the public Information about our customers, employees, consultants, temporary workers or participating providers that isn t public knowledge 2 Prime Therapeutics llc

11 Confidential and proprietary information competitors We also have a duty to respect the confidentiality of others information obtained through the ordinary course of business. Confidential or proprietary information, about other companies (including technology) may not be acquired through improper means such as deceit, misrepresentation or receipt of information obtained from a third party or a present or former employee who is not authorized to disclose the protected information. Improper acquisition of such information is not only unethical and wrong, it also may be illegal. Data security and software license obligations To ensure maximum protection of Prime s clients, members and Prime s own data, we must strictly enforce data-security provisions. For example, we must protect the integrity of our data by allowing only authorized users to access appropriate information. Additionally, you must ensure that your user ID and passwords are never shared with anyone. We use a wide variety of computer software that is protected by various licensing agreements and copyright laws. You should not duplicate and/or use the computer software outside the bounds set by the vendor. The penalties for violating these licensing agreements are severe and may involve personal liability. Report Compliance concerns: 24-hour anonymous Compliance hotline

12 Code of Conduct Integrity when dealing with suppliers and customers Our success hinges on the following core beliefs: We will work hard to provide the best products and services to our customers We will strive to earn the trust and respect of our customers and the community We will earn the respect of our members, our owners and our competitors by continually doing the right thing in our day-to-day business. The following guidelines are in place to help with making the most ethical decisions, even in the most difficult situations. Reciprocity We may purchase goods or services from a supplier who also buys services from us. This practice is normal and acceptable, but any form of pressure for reciprocity with that supplier is not. Suppliers must not be asked to buy our products or services to become or continue to be a Prime supplier, and we should not be asked to do the same with suppliers. 4 Prime Therapeutics llc

13 Gifts or gratuities You may not offer or accept gifts of cash or cash equivalent under any circumstances. You must never provide or accept gifts to or from government employees. You may provide or accept limited, unsolicited, non-monetary gifts to or from a business, firm, supplier (e.g. a print vendor), provider (e.g. a physician), account (e.g. the Blues Plans), subscriber (e.g. a member) or individual doing or seeking to do business with Prime only if the gift is of nominal value. Nominal value is defined as gifts of less than $50. Nominal gifts cannot be accepted more than once per year. Examples of nominal gifts are greeting cards, advertising trinkets and modest refreshments offered other than as part of a meal. If you receive a nominal gift, however, there are some instances where restrictions may apply. Consult the Legal or Compliance Departments for questions about gifts. Examples of gifts that are not appropriate include tickets to sporting or music events, meals or any other type of entertainment. For exceptions to this, please review the Entertainment, Travel and Honorariums section of the Code. Under no circumstances should members of your immediate family or household offer or accept any gifts from any business, firm or individual seeking to do business with Prime. The state and federal laws regarding gifts, gratuities and payments to government employees are varied and complex. As a rule, no payments of money, gifts, services, entertainment or anything of value may be offered in any amount, directly or indirectly to any state or federal government official or employee. > Review the Anti-kickback section of the Code of Conduct for more information on giving and/or receiving gifts. Report Compliance concerns: 24-hour anonymous Compliance hotline

14 Code of Conduct Entertainment, travel and honorariums You and members of your immediate family or household may not provide or accept entertainment that is intended to gain favor with an individual or company that does or seeks to do business with Prime. You may offer or receive reasonable entertainment to or from customers or prospects if you and the customer or prospect attend the activity together to allow for business discussions, the value of the entertainment is modest and reasonable, and the entertainment is consistent with Prime s Travel, Entertainment and Expense Reimbursement Policy and the customers or prospects own compliance policies. Your immediate family members or significant others may attend if the entertainment is modest and reasonable and consistent with Prime s Travel, Entertainment and Expense Reimbursement Policy and the customer s or prospect s own compliance policies. In certain circumstances, suppliers or vendors may offer to pay for travel expenses related to a trip that involves mainly business, such as an advisory board or other conference sponsored by a pharmaceutical manufacturer, pharmacy provider or other type of vendor or business partner. Neither you nor members of your immediate family or household may accept travel or travel related expenses for these or similar functions. If you desire to attend a function of this nature, your supervisor or manager must approve the attendance prior to the function and all costs must be paid by Prime. Your supervisor or manager may approve the function if the function does not involve lavish or extravagant expense and a dinner or an entertainment event is provided as part of such a function. You may not financially benefit from an activity involving company-related business such as a speaking engagement, participation on an advisory board, committee or similar activity that is sponsored by a Prime supplier or customer, including pharmaceutical manufacturers. Any related offers of money, honorariums or other consideration to you, members of your immediate family or household, Prime, a charitable organization or to any other person or entity must be refused. An honorarium should only be accepted under unique circumstances and must be approved in advance by our CEO. > For information on employee travel, please review the Travel, Entertainment and Expense Reimbursement Policy. 6 Prime Therapeutics llc

15 Other improper payments No payments should be made to customers or prospective customers to gain their business. The use of our funds or assets for any unlawful or unethical purpose is strictly prohibited. Such payments are also improper if they are made by an employee, commissioned agent, consultant or other third party on Prime s behalf. Appropriate service and coverage Through our independent Pharmacy and Therapeutics Committee, we thoughtfully make decisions about the pharmaceutical products that we place on our recommended formularies. We evaluate and base our decisions on appropriateness of care, efficacy, uniqueness, safety and cost. We never offer incentives that are against any law or regulation or that are intended to reduce or deny appropriate care or services. Antitrust We are committed to complying with all antitrust laws. These laws prohibit such things as price fixing, market allocation, group boycotts, price discrimination and monopolization. In general, antitrust laws are designed to prevent one business from gaining an unfair advantage and forcing other businesses out of the marketplace. You are required to follow our Antitrust Policy to avoid even the appearance of anticompetitive conduct. Penalties for antitrust violations can be severe. Violations of federal and state laws may result in civil and criminal liability. Report Compliance concerns: 24-hour anonymous Compliance hotline

16 Code of Conduct Price fixing One of our most important decisions involves the pricing of our products and services. We must make these decisions alone, without collaborating with our competitors. We must not engage in conduct that creates the appearance of price fixing. You may not exchange, consult, discuss, create or participate in any understanding, agreement, plan or scheme with any competitor concerning: Prime s prices or competitors prices Price policies Fees Terms or conditions of sale of any service or product It does not matter if an agreement is direct or implied, formal or informal, oral or written it is wrong and absolutely prohibited. Many traditional business gatherings are fertile ground for conduct that might be perceived as unlawful. Trade and professional association meetings, conventions and seminars are of particular concern because they are generally attended by competitors. If you attend these gatherings, you must not discuss prices or fees at any time during the formal meeting or social events. If such discussions begin, leave immediately and make it clear why you are leaving. Market allocation and other agreements restraining trade As a general rule, certain types of understandings or agreements are suspect. These include agreements not to do business with others, and agreements not to do business or deal in particular territories that are otherwise authorized by law. Agreements not to do business with others and not to do business or deal in particular territories may be unlawful, whether or not they are written or unwritten, formal or informal, understood or implied. It does not matter whether or not they are made with a competitor or customer. You must consult with the Legal Department before discussing or entering into any agreement not to do business with others and not to do business or deal in particular territories. 8 Prime Therapeutics llc

17 Candor with the government We have to work with a number of government officials, including, but not limited to, officials from the Centers for Medicare and Medicaid. Before working with a government official, contact and work with the Legal and Compliance Departments. Bribery You may not personally, or through Prime, give or promise to give anything of value to any government official or agents in order to obtain business or special treatment for Prime. Anti-kickback laws The Anti-kickback Statute is a criminal statute that prohibits anyone from knowingly or willfully paying for or receiving compensation in exchange for referrals or the purchase of any item or service that may be paid for by a federal health care program. If you have a question about whether anything could be construed as a kickback, please call the Compliance hotline or contact the Legal Department. Medicare and Medicaid participation We administer the pharmacy benefit for our clients Medicare and Medicaid products. As such, we must comply with all federal Medicare and Medicaid laws as well as applicable state specific Medicaid laws. Prime must ensure that everyone who works at or for Prime completes the required training disseminated by the Compliance Department as part of the Compliance Program, which includes our Fraud, Waste and Abuse Program training. Ineligible health care providers and pharmacies The government prevents certain individuals and entities that have participated in abuse, fraud or other illegal activities from participating in or contracting for items or services payable by Medicare, Medicaid or other government programs. It is our policy not to employ, contract or work with any individual or entity that the government deems to be an ineligible health care provider or entity. > To learn more about Medicare and Medicaid laws or Prime s Fraud, Waste and Abuse Program, please contact the Compliance Department. Report Compliance concerns: 24-hour anonymous Compliance hotline

18 Code of Conduct HIPAA and privacy We must follow the privacy and security obligations under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all ensuing regulations. Under HIPAA, we are required to adhere to strict requirements regarding the use and disclosure of Protected Health Information (PHI). While working with or at Prime, we have access to the PHI of our members. We may only use and disclose PHI as permitted under HIPAA or more protective state laws. It is our policy that we will only use, disclose or request the minimum PHI that is reasonably necessary in order for the employee to be able to perform his or her job. We will maintain records related to PHI and HIPAA compliance efforts and will report such information as is required by the Department of Health and Human Services in the time and manner that allows for the Department of Health Services to ascertain compliance with HIPAA. > For more information on HIPAA and Privacy, please review Prime s various Privacy policies. Political activity and contributions Prime supports your right to vote and be active in the political process. However, federal laws restrict the use of corporate funds in connection with federal elections. Many states, including Minnesota and Wisconsin, have enacted similar laws. Accordingly, you should not: Include, directly or indirectly, any political contribution on expense accounts or in any other way cause Prime to reimburse them for that expense. The cost of fund-raising tickets for political functions is considered a political contribution. Therefore, including the cost of any such fund-raising dinner on an expense account, even if business is discussed, is against Prime policy. Use any Prime property, facilities or employee time for any political activity, as prohibited by law. Examples of prohibited conduct would include using Prime administrative support time to send invitations for political fund-raising events, using your office telephone to make politically motivated requests, allowing any candidate to use our facilities or meeting rooms for campaign purposes, or loaning company property to anyone for use in connection with a campaign. Prime may promote its special organizations to the extent permitted by law. In addition, we may host candidate forums and appearances by public officials for the education and benefit of employees. 10 Prime Therapeutics llc

19 Candor to our members, clients and owners in our advertising and promotion Our advertising should always be truthful. We must not make misrepresentations. If we make specific claims about our products or services, we should have a goodfaith basis for those claims. If we compare products or services to those of our competitors, such comparisons should be fair and fact based. Working with purpose: Accounting and record management Proper accounting We maintain rigid internal controls to ensure that transactions are properly executed and recorded. The control-oriented system includes written policies and procedures and an annual financial audit by an outside audit firm. You must adhere strictly to Prime s accounting policies. No secret or unrecorded funds or assets may be created or maintained for any purpose. In addition, you should never make false entries in the books for Prime transactions or the use of corporate assets. You should never conduct any transaction that could involve the creation of a false entry. Financial reports and documents must be full, fair, accurate, timely and understandable. The federal government has special laws and regulations regarding cost accounting and cost charging. You are expected to fully adhere to these requirements. Accounting practice complaints Complaints regarding our accounting, internal accounting controls or auditing matters should be addressed to the Chief Financial Officer, Compliance Officer, Legal Department or Compliance Department. If you deem it appropriate, you may contact our Audit and Finance Committee Chair directly. Anonymous complaints may be sent via internal or external mail or reported through the 24-hour hotline at All complaints will be noted, retained and treated seriously. Labor and materials costs Labor and materials costs should always be charged accurately and to the appropriate cost center or account, regardless of the financial status of the related program, project or contract, or the budget status of a particular account or line item. Timesheets and all other business records should be complete and accurate. Falsification of timesheets or other records is strictly prohibited. Correction of timesheets or other records may only be done in accordance with established procedures, including proper documentation and required approvals. Report Compliance concerns: 24-hour anonymous Compliance hotline

20 Code of Conduct Falsification of records We are required by applicable law to ensure that Prime s books and records accurately reflect the true nature of the transactions that have taken place. Therefore, it is against our policy for anyone to cause our books and records to be inaccurate by, but not limited to, the following actions: Making records appear as though payments were made to one person when, in fact, they were made to another individual Submitting expense accounts that do not accurately reflect the true nature of an expense Creating any other records that do not accurately reflect the true nature of a transaction A strict standard of integrity is necessary to protect the business and financial aspects of Prime and the interests of Prime s officers, directors, employees, contractors, agents, consultants, suppliers, first tier entities, downstream entities, related entities or third parties acting on our behalf, providers and related business customers and their members. Fraudulent activity of any kind will not be tolerated and will be grounds for immediate termination of employment. Record management policies Our records management policy ensures that we: Use a consistent, cost-effective, company-wide records management program Maintain only those records that are needed for compliance with regulations or for company operations Maintain only official copies of records and discards convenience copies when they are no longer needed Comply with prevailing state, federal and regulatory requirements, including legal requirements related to litigation, government investigation and auditing Retain records for the period of time set by the records management policy Dispose of records that are no longer needed for approved purposes or are otherwise not required by law to be retained 12 Prime Therapeutics llc

21 Record ownership Prime owns all records that are used in its business the author or keeper of the records does not. Further, you have no personal or property rights to Prime records, including those that you helped to create. All Prime records must remain on the company premises or at other approved locations. Records, and copies of records, may not be stored at your home, except for pre-approved, temporary purposes. Record creation All records should be created with the specific intent to communicate or document business matters. You should use discretion and professionalism when creating records so that the records properly reflect our position and avoid language that could be misinterpreted. When creating records which may involve potential compliance issues, you should draft the record with the knowledge that the records may need to be produced in litigation or made public. Contact the Legal Department with questions. Record retention All records must be stored as determined by both the Legal and Compliance Departments in order to comply with applicable state, federal and local laws as well as Prime s own internal record retention policies. Record destruction Prime prohibits any premature destruction of records. It is our policy to destroy records after the retention period has expired. > To learn about your business unit s record retention time limits, please review Prime s Record Retention Policy and Schedule. Report Compliance concerns: 24-hour anonymous Compliance hotline

22 Code of Conduct Working together to create a safe and healthy work environment In the United States, regulatory agencies exist on federal, state and local levels to ensure workplace safety, employee health and environmental protection. We comply with both the letter and the spirit of the laws and regulations imposed by these agencies and to cooperate with agency inspection and enforcement staff. Notify the Legal and Compliance Departments if you are contacted by any regulatory or enforcement agency. Workplace violence We are committed to providing a safe and healthy work environment that is free from intimidation, threats and acts of violence. Workplace violence includes the threat or actual infliction of physical violence, as well as the possession and/or use of firearms or other weapons on work premises. Acts or threats of violence or possession of firearms or any other weapons on work premises is strictly prohibited, and Prime will enforce a zero tolerance policy related to these matters. Discrimination We do not discriminate on the basis of race, color, creed, religion, sex, national origin, age, marital status, status with regard to public assistance, disability, sexual orientation, or status as a veteran or any other legally protected status. Harassment We are committed to ensuring that everyone is treated with respect, dignity, and courtesy so that the workplace is free from harassment and offensive behavior. Prohibited behavior is any act that could reasonably be perceived as offensive, threatening or harassing. If you believe that you or someone you work with may have been subjected to any form of harassment, ask the person who is harassing to stop and report the behavior to Human Resources, your supervisor or the Compliance Department. The anonymous Compliance hotline is also another reporting option. 14 Prime Therapeutics llc

23 Substance abuse We are committed to protecting the safety, health and well-being of all employees and other individuals. Therefore, we have established a Drug- and Alcohol-Free Workplace Policy. You must report to work in a condition in which you are able to safely perform your assigned duties. When appropriate, Prime will notify local law enforcement if there is reason to suspect that an employee has illegal drugs in his/her possession at work or on company property. In order to maintain a safe work environment, we require every employee, as a condition of employment, to participate in pre-employment drug screenings. Prime may also require an employee to be tested again if management reasonably suspects an employee of drug or alcohol abuse while at work. > Please review the Alcohol and Drug-Free Workplace Policy for more information. Computer use You are responsible for exercising good judgment regarding the reasonableness of using Prime s computers for personal use. Any data created on Prime s computer systems and network systems will remain the property of Prime and we cannot guarantee the confidentiality of any information stored on a Prime device. Inappropriate computer use can expose Prime to risks including virus attacks which could compromise our network. Under no circumstances are you allowed to engage in any activity that is illegal under local, state, federal or international law while using a Prime computer system. > Please review Prime s Acceptable Use Policy for more information. and instant messaging use Our and instant messaging system should be used primarily for conducting business on behalf of Prime. However, using a reasonable amount of Prime resources for personal s is acceptable. We have the right to monitor and instant messaging messages without notice and you should have no expectation of privacy when sending or receiving s or instant messages on Prime s system. Report Compliance concerns: 24-hour anonymous Compliance hotline

24 Prime Therapeutics Compliance Program Prime s active Compliance Program The Compliance Department strives to ensure that we are compliant with local, state and federal laws. Because we do business through the government via the Medicare and Medicaid programs, the Compliance Department must ensure that we follow all Medicare and Medicaid laws as well. The Compliance Program establishes an ethical standard for all activities and business practices. You must strictly adhere to these standards through the Code. The Compliance Department provides mechanisms for you to report suspected violations of the Code without fear of retaliation or retribution and we encourage you to report all instances of violations of the Code, our policies and local, federal and state law. Exceptions and amendments In the event that an exception or an amendment of the Code is necessary, contact the Chief Compliance Officer. Non-retaliation Retaliation is defined as harassment, adverse employment consequences or other forms of retribution as a result of an employee s participation in protected activities. We are committed to maintaining a culture that promotes the prevention, detection and resolution of instances of conduct that do not conform to law, regulation, policies and procedures or the Code. We understand that if you feel that you will be retaliated against, you may not report concerns as is necessary under the Code and our policies. We strictly prohibit retaliation against anyone for reporting concerns, participating in company investigations or engaging in other legally protected activity. > For more information on Prime s non-retaliation policy, please review the Anti-retaliation Policy. 16 Prime Therapeutics llc

25 Investigations Our Compliance Department takes all reports of suspected violations seriously. All reports of improper behavior or a violation of the law, the Code or our policies are fully investigated. If you are asked to participate in an investigation, you are required to cooperate. Corrective actions You are expected to perform all assigned tasks and responsibilities to meet all job expectations and standards. In doing so, you must adhere to the Code, our policies and all applicable laws and regulations. Failure to meet any of the above expectations is grounds for corrective action which include: Performance counseling or re-training Warnings (verbal, written and final written warnings) Performance improvement plans Suspensions Termination It is our policy that these corrective actions do not need to be taken in any order and that any of the above steps may be skipped at any time. > For more information on corrective actions, please review Prime s Performance Counseling and Corrective Action Policy. Report Compliance concerns: 24-hour anonymous Compliance hotline

26 Prime Therapeutics Compliance Program Equal employment opportunities Equal employment opportunities are provided to you and all applicants regardless of race, color, creed, religion, sex, national origin, age, marital status, status with regard to public assistance, disability, sexual orientation, or status as a veteran. We take affirmative action to ensure that all employment practices are free from discrimination in all areas including compensation, benefits, promotions, transfers, layoffs, returns from layoffs, company-sponsored training, education, tuition assistance and social and recreational programs. In addition, good-faith efforts are made to reasonably accommodate the physical and mental limitations of veterans who have special disabilities and individuals with disabilities. The successful achievement of equal opportunity employment and affirmative action requires maximum cooperation among all employees. You must perform your job responsibilities in a manner that supports equal employment opportunity for all. Reporting violations The Code is a guide to conducting business at Prime. You have direct, personal responsibility for following the Code and seeking help or clarification to avoid unethical or illegal business conduct. You also have a duty to internally report any activity that you believe is or may be a violation of the Code, policies or other laws regulating our business. Reporting violations is expected, accepted and protected behavior here at Prime. If you encounter situations that are not specifically addressed in the Code or our policies, first apply the Code s general philosophy and concepts to the situation. If you still have questions or are unsure what to do or how to proceed you should do any or all of the following: Ask your supervisor Contact the Human Resources Department Call the Compliance Department: Call the Compliance Officer: the Compliance Department at Compliance@primetherapeutics.com Contact Prime s anonymous Compliance hotline at Send the information in a confidential envelope to the Compliance Department or Compliance Officer. You need only to identify yourself if you so choose. The above resource list may be updated periodically and is located on Prime s intranet, PrimeTime.com 18 Prime Therapeutics llc

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28 Prime Therapeutics LLC Corporate Center Drive, Eagan, MN PrimeTherapeutics.com 2747-A Prime Therapeutics llc 03/11