RehabCare Group Corporate Compliance Plan Approved by the Board of Directors February 2011
This Corporate Compliance Plan (the Compliance Plan or the Plan ) is the private property of RehabCare Group, Inc. ( RehabCare ) and is a confidential document. This Compliance Plan may be provided to RehabCare s employees, contractors, agents or clients as part of their education and to ensure that this Compliance Plan is understood and/or followed. This document contains confidential and proprietary information. It is not the property of any individual employee or agent. Each employee or agent to whom a part of this Compliance Plan is distributed has a fiduciary duty to RehabCare to maintain the confidentiality of the Compliance Plan for all time and share this plan only as directed during the course of his/her employment with RehabCare. No part of this Compliance Plan may be copied or otherwise reproduced by an employee or agent for any purpose or shown to anyone not employed by or under contract with RehabCare except with approval of the Compliance Officer or designee. If an employee s employment or agent s engagement by RehabCare is terminated, the employee or agent must return all copies of the Compliance Plan to RehabCare. 2 Page
TABLE OF CONTENTS I. Introduction 5 A. Purpose of the Compliance Plan 5 a. Commitment to Integrity & Ethical Operations b. Commitment to Prevent Fraud, Waste & Abuse B. Scope of the Compliance Plan 6 II. Compliance with the Office of the Inspector General s Elements of an Effective Compliance Program 7 A. Infrastructure 7 a. Compliance Officer and Department Structure b. Compliance Committees c. Compliance Plan B. Code of Conduct & Associated Policies 7 a. Code of Business Conduct & Organizational Ethics b. Policies C. Education & Awareness 8 D. Open Lines of Communication & Hotline 8 a. Overview b. Non-Retaliation E. Risk Assessment, Auditing & Monitoring 10 a. Overview b. Monitoring c. Auditing F. Response & Remediation 11 a. Overview b. Corrective Action Plans G. Enforcement & Discipline 11 III. Compliance with Federal & State Laws 12 A. Overview 12 B. Health Insurance Portability & Accountability Act (HIPAA) 12 a. Privacy Regulations b. Security Regulations C. Medicare and Conditions of Participation 13 D. Billing Compliance 13 E. Anti-Kickback Laws & Stark Regulations 13 F. Anti-Trust 14 G. Securities & Exchange Commission 14 H. Legal Compliance 15 a. Contracting b. Subpoenas and Search Warrants 3 Page
I. Accounting and Financial Compliance 15 a. Overview b. Sarbanes - Oxley J. Human Resources 16 K. Environmental Safety 16 L. Record Retention 16 M. State Laws 17 a. Facility & Entity Licensing b. Professional and Technical Licensing and Certification Boards N. Accreditation Organizations 17 IV. Adherence to the Plan 17 V. Safeguarding the Plan 18 VI. Attachment A Compliance Team Organizational Chart 18 VII. Attachment B Corporate Compliance Committee Structure 19 VIII. Attachment C Corporate Compliance Committee Charter 20 IX. Attachment D February 2011 Code of Conduct Code of Conduct 221 4 Page
I. Introduction RehabCare Group, Inc. ( RehabCare ) is a public company that provides a wide variety of health services. This includes; but is not limited to; outpatient physical, speech and occupational therapy services; inpatient rehabilitation therapy services; inpatient long term acute care hospital services, and health care consulting. These services are provided through a combination of RehabCare owned facilities and management services to health care organizations, institutions and local providers. RehabCare currently maintains operations in 42 states. Throughout its years of experience working as partners with other organizations in multiple states, RehabCare has maintained a business ethic of being compliant with federal and state regulations. On its own behalf, and as the parent organization for a multiple corporate structure (collectively, the Subsidiaries ), RehabCare expects and demands compliance by all employees and agents of RehabCare and the Subsidiaries with the statutes and regulations that govern RehabCare s business. Because of the variety of services provided and clients served and because of the diverse geographic locations, not all components of the Compliance Plan will apply to all business segments or divisions. Although the general components of the Compliance Plan apply to all divisions, specific requirements only apply if the laws regulating, and the guiding business ethics are applicable to the service provided by the division. A. Purpose of the Compliance Plan a. Commitment to Integrity & Ethical Operations As a company, RehabCare takes its core values of Excellence, Integrity, Teamwork, and Fun very seriously. In living out our commitment to Integrity, our compliance program is designed to create an environment that promotes ethical and compliant behavior. b. Commitment to Prevent Fraud, Waste & Abuse With over 1200 locations treating over 22,000 patients daily in 42 States, RehabCare has become one of the largest providers of rehabilitation therapy services in the nation. To accomplish this feat, our employee numbers have grown to nearly 14,000 colleagues and 10,500 clinical professionals. These professionals include the brightest, quality oriented physicians, physical, occupational and speech therapists, nurses, pharmacists, dieticians, social workers, and many other dedicated health care professionals. At the core of our commitment to integrity and excellence is the daily care delivered by licensed professionals and those providing support functions to these professionals. To 5 Page
protect the integrity of our programs, RehabCare has a "zero tolerance" policy related to any fraudulent practice. This includes billing for services that were not rendered or that were conducted by personnel without a valid license. Engaging in activities that support fraudulent activities may result in an immediate disciplinary action up to and including loss of employment and a written report to the state licensing authorities. Employees are expected and trained to do their jobs in an ethical manner with high integrity. In doing so, they protect their career, RehabCare, our clients and our patients. B. Scope of the Compliance Plan This Compliance Plan has been created to assist RehabCare in the establishment of a formalized business ethics plan and to educate and train its employees and associates in the application of our business ethics in day-to-day business operations. To that end the scope of this Compliance Plan provides a structure that includes the following: Guidance related to a work environment that promotes honesty, integrity and respect within its sphere of influence. Compliance directives to maintain adherence with the multiple numbers of statutes, regulations, and manual provisions that govern suppliers of services to health care providers as well as the providers of care. The Compliance Plan is primarily designed to detect and prevent violations of the law and serve as a guide for ethical behavior. A program outline designed to meet the seven elements of an effective compliance program as promulgated by the Office of the Inspector General (OIG). Directives to abide by the Privacy and Security Standards of the Health Insurance Portability and Accountability Act (HIPAA). Compliance expectations related to employment regulations. These directives for employees, while referenced in this Compliance Plan, have specific policy and procedural guidelines in the Standard Operating Procedures manual and other company directives. Compliance relationship to the accreditation standards that direct health care providers in achieving quality of care for patients and their significant others. This Compliance Plan is not considered to be a complete compilation of all the policies and procedures that govern the actions of directors, officers, employees, contractors, vendors and other associates. There may be references to other documents maintained by RehabCare that will provide guidance to employees. Like all working documents within RehabCare, these may change over time to adjust to business need and changing laws. 6 Page
II. Compliance with the OIG s Elements of an Effective Compliance Program A. Infrastructure a. Compliance Officer and Department Structure RehabCare has appointed a Chief Compliance Officer (CCO). This function is currently held by the Senior Vice President of Government Programs. Resources are allocated annually through the budgeting process to assist the CCO in the efficient execution of the compliance plan. The current department organizational chart is found in Attachment A. b. Compliance Committees The Board of Directors maintains a compliance committee comprised of Board members knowledgeable in matters related to Health Care compliance. The Chief Compliance Officer, the Senior VP and General Counsel, and designated members of the compliance team actively participate in the Board committee. The Compliance Committee of the Board designates operational compliance committees to oversee the day to day business of compliance within each division of RehabCare. The current committee organizational chart is found in Attachment B. Current charters may be found in Attachment C. c. Compliance Plan RehabCare maintains a compliance plan which is updated at least every two years and approved by the Compliance Committee of the Board on behalf of the Board. The scope of the compliance plan is outlined herein. An annual work plan is established by the CCO or designee and presented to the Compliance Committee of the Board for approval. Discussion related to the current year work plan should be directed to the CCO. B. Code of Conduct & Associated Policies a. Code of Business Conduct & Organizational Ethics RehabCare maintains a Business Code of Conduct. This is located in Attachment D. The Board of Directors reviews this Code on a regular basis, but no less than every two years, and makes changes as appropriate. All employees are expected to read this document upon hire and review it on an annual basis when completing their compliance training. Employees who choose to act in a manner inconsistent with the Code of Conduct are subject to disciplinary action up to and including termination. Employees may obtain a copy of the Code from a supervisor, the compliance department or on the intranet at the following web link: https://portal.rehabcare.com/c16/compliance%20resources/default.aspx. The scope of the Code of Conduct includes, but is not limited to, Conflicts of Interest; Fair Dealing; Proper Use of Company Assets; Engagement of Independent Contractors, Agents, & Consultants; Free or Below Cost Goods & Services; 7 Page
Confidentiality; Document Retention; Inside Information; Political Contributions; Accurate Financial Records and Public Disclosure; Accurate Patient Care & Billing Documentation; Antitrust Compliance; Government Requests & Investigations; and Reporting Violations of this Business Code of Conduct and Ethics. b. Policies RehabCare retains the right to create and distribute policies to support the execution of this compliance plan and the code of conduct. These policies will be amended as needed in order to maintain compliance with current laws, regulations and business needs. A complete listing of applicable policies may be obtained from the CCO or designee. C. Education & Awareness Compliance education is one way RehabCare demonstrates its organizational commitment to our core value of Integrity. Compliance education is designed to raise awareness of the compliance program and associated expectations. All employees, Directors, Officers, designated contractors/associates of RehabCare, are required to complete compliance and HIPAA training upon hire, annually thereafter as directed to do so, and on a periodic basis as deemed necessary to address special circumstances and needs. Failure to complete required training could result in disciplinary action up to and including termination. This includes, but is not limited to, new hire, annual and specialized training. Many other educational activities provided by RehabCare, such as documentation and coding training or learning activities related to HR issues, assist the organization in maintaining a compliant work environment. Departments and divisions interested in special compliance educational presentations should contact a member of the compliance team. D. Open Lines of Communication & Hotline a. Overview RehabCare maintains an open door policy with regard to the CCO and staff. Employees, officers, directors, contractors and other associates are encouraged to use this staff when they have a question or concern pertaining to the ethics or integrity of our business. Compliance team members are available to speak with these individuals confidentially and anonymously when they contact them directly. Individuals are strongly encouraged to address concerns directly with their immediate supervisor when questions or issues arise. If a concern involves a supervisor, individuals are encouraged to contact a higher level manager as an alternative. 8 Page
Additionally, a concern may be voiced anonymously and confidentially 24 hours per day by calling the compliance hotline at 800.617.7007. This number is answered by a member of the compliance team during normal business hours in the central time zone. Otherwise, a message may be left and your call will be returned promptly the next business day. When a call is received via the compliance hotline or by a compliance team member, the call is triaged to the appropriate team member or another department for investigation. Concerns involving potential fraudulent activities, patient privacy (HIPAA), or ethical violations involving our code of conduct are investigated by a member of the compliance team or in collaboration with an appropriate department such as Human Resources (HR). Calls involving issues solely of an HR matter are triaged to HR or investigated jointly by HR and Compliance based upon the nature of the call. Compliance may utilize the services of other departments during the fact finding and resolution phases of the investigation. These include, but are not limited to, legal, risk management, and Performance Support. Departing employees are invited to submit an exit interview questionnaire to determine if the employee has any known or suspected compliance concerns. This process is overseen by the Human Resources department. Compliance concerns are routed to the compliance department for follow-up. Employees have an obligation to report suspected wrongdoing. In fact, failure to report suspected or known wrongdoing is itself a violation of company policy. b. Non-Retaliation RehabCare policy prohibits retaliation against individuals who make reports in good faith. Federal laws and additional State laws in many states afford whistleblower protections to those who report fraudulent activity or other wrongdoing and/or assist in the investigation of such reports. An individual may be subject to disciplinary action, however, if RehabCare reasonably concludes that the report of wrongdoing (a) was knowingly fabricated by the employee, (b) was knowingly distorted, exaggerated, or minimized to either injure someone else or to protect himself/herself, or (c) directly involves the person reporting the wrongdoing. In determining what, if any, disciplinary action may be taken against an employee, RehabCare will take into account an employee s own admissions of wrongdoing; provided, however, that the employee s admission was not previously known to RehabCare or its discovery was not imminent, and that the admission was complete and truthful. An employee whose report of misconduct contains admissions of personal wrongdoing will not, however, be guaranteed protection from disciplinary 9 Page
action. The weight to be given the self-confession will depend on all the facts known to RehabCare at the time it makes its disciplinary decisions. E. Risk Assessment, Auditing & Monitoring a. Overview Auditing and monitoring are formal risk assessment activities that strengthen our compliance program by: Proactively detecting errors before they develop into unintentional patterns of practice; Ensuring that business processes are designed to promote a high level of accuracy & integrity; Helping to identify potential risks within the organization; and Providing an avenue to detect questionable practices that could call the integrity of an individual or RehabCare into question. RehabCare performs audits and engages in monitoring activities: Proactively to detect and prevent errors and/or wrongdoing; and Reactively to determine if alleged errors or wrongdoing is occurring. RehabCare utilizes a group of trained professionals to monitor and audit. These individuals include, but are not limited to, physical therapists, occupational therapists, speech therapists, respiratory therapists, nurses, and professional coders. RehabCare employees are expected to cooperate fully in auditing and monitoring activities. b. Monitoring Monitoring Activities are reviews that are repeated regularly during the normal course of operations to assess ongoing compliance. Examples of current monitoring tools utilized by operations and other designated departments that contain compliance components include, but are not limited to the mini-review process; revenue tracker; operational metrics; and Program Director and Performance Support chart reviews. c. Auditing Auditing Activities are independent formal review of compliance with a particular set of internal (policy & procedures) and/or external (laws and regulations) standards used as base measures. This process involves defining standards for a specific line of business, collecting data to measure current practice against those standards, and collaborating with operational leadership to effectuate changes as deemed necessary through the use of corrective action plans. 10 Page
The purpose of the auditing efforts is to provide the organization and operations with an independent validation that standards are implemented and working. These are typically performed by the compliance team auditors, external agencies we hire to conduct such reviews on our behalf, and/or external regulatory agencies. It shall be the policy of RehabCare to cooperate fully with all government audits, surveys and investigations. When approached by an external regulatory body, employees should verify identification and contact a supervisor immediately. The supervisor will notify corporate staff including divisional leadership, the compliance office and legal as applicable. If a supervisor is not available, the employee should contact the compliance office and divisional leadership. F. Response & Remediation a. Overview RehabCare acknowledges that errors can happen and that not all individuals may choose to act in a manner that is consistent with our core value of integrity and our compliance plan. In maintaining our commitment to integrity and our compliance plan, RehabCare responds to errors and allegations of perceived or actual wrongdoing in a manner that preserves or restores our commitment to do the right thing. Concerns are fully investigated and appropriate actions are taken. Audit and monitoring findings are discussed with operations and a plan of correction is developed to address actual and/or potential issues. b. Corrective Action Plans When errors or wrongdoing are substantiated or a pattern of behavior that could lead to error or wrongdoing is discovered, operations leadership work with the compliance team to create a corrective action plan (CAP) that addresses the actual or potential issues. Completion of the CAP and related follow-up is the accountability of operational leadership. The compliance team will monitor the follow-up processes until completion, be available for consultation, and may perform focused auditing and monitoring activities that validate completion of the CAP. G. Enforcement & Discipline When an individual makes a choice to not act with a high level of integrity and within the ethical standards and policies of RehabCare, that individual is choosing to subject him or herself to disciplinary action up to and including termination. Consequences of unethical and non-compliant behavior for the employee may include, but are not limited to: 11 Page
Disciplinary action up to and including termination; A report being made to a professional licensing board; Government fines or sanctions if the non-compliant behavior results in government investigation and a finding of wrongdoing; and/or A finding of criminal wrongdoing by an enforcement agency. The compliance department works in collaboration with operational leadership and human resources to ensure that appropriate follow-up is completed. RehabCare reserves the right to report concerns to appropriate regulatory and licensure oversight agencies. It is the policy of RehabCare to cooperate fully with external investigations to the greatest extent required by law while reserving the right to protect the corporation and employees to the greatest extent allowed by law. III. Compliance with Federal & State Laws A. Overview It is the policy of RehabCare to fully comply with all applicable laws and regulations in accord with the compliance plan and our core value of integrity. This section includes examples of RehabCare compliance with laws and regulations which heavily impact our business models. This is not meant to be an exhaustive list of the rules and regulations adhered to by RehabCare. For questions regarding laws and regulations not addressed herein, contact the compliance department for referral to the appropriate internal department or resource. B. Health Insurance Portability & Accountability Act (HIPAA) and Associated State and Federal Privacy and Security Laws It is the policy of RehabCare to maintain compliance with the Federal and State Privacy & Security standards. This includes but is not limited to HIPAA and the Federal HiTech standards as applicable. RehabCare owned facilities maintain appropriate policies, procedures and practices under the guidance of RehabCare. In host/contracted facilities, RehabCare defers to the hosts policies and procedures. Employees failing to maintain patient confidentiality or follow RehabCare and/or host facility policies are subject to disciplinary action up to and including termination. a. Privacy Regulations Per the privacy regulations, RehabCare has appointed a Chief Privacy Officer. This responsibility has been delegated to the VP Corporate Compliance. Specific information related to RehabCare compliance with the privacy standards may be obtained from the Privacy Officer. b. Security Regulations Per the security regulations, RehabCare has appointed a Chief Security Officer. This responsibility is delegated to a member of the IT staff by the SVP Information Services and the Chief Information Officer. Specific information related to RehabCare compliance with the security standards may be obtained from the Security Officer. 12 Page
C. Medicare and Conditions of Participation (COPs) It is the policy of RehabCare to follow all Medicare regulations, including but not limited to, the COPs and applicable billing requirements. COP and Medicare billing compliance are assessed on a routine basis through auditing and monitoring processes. Assistance with interpretation of Medicare rules and the COPs is provided through the collaborative efforts of Compliance, Performance Support within Contract Therapy and Hospital Resource Services and Quality services within the hospital division. D. Billing Compliance RehabCare requires that all patient care documentation and associated billing documents be maintained in an accurate and complete manner in accord with state and Federal laws. Patient care documentation is used to ensure thorough patient care, team communication, patient safety, support medical necessity, and the continued need of services at the level of care that is being provided. Incomplete, inaccurate, or missing documentation may lead to an unsafe patient care circumstance or a perception of fraudulent activity. Individuals involved in patient care or related billing activities are expected to complete their documentation in a timely, accurate and complete manner. Failure to do so may lead to disciplinary action up to and including termination. E. Anti-Kickback Laws and Stark Regulations RehabCare strongly endeavors to avoid any allegations or appearance of non-compliance with applicable anti-kickback, self-referral and Stark regulations. It is RehabCare s policy that all contacts with patients and patient referral sources must be maintained as arm s length business relationships and should avoid even the appearance of impropriety, regardless of whether the contact is in connection with management agreements or the direct provision of health care services. Direct or indirect payments to sources of patient referrals, except as RehabCare reasonably ascertains are authorized by law, are prohibited. Employees, subcontractors, agents, or other representatives of RehabCare are expressly prohibited from making any direct or indirect payments to sources of patient referrals on behalf of RehabCare, or within the scope of their employment or engagement by RehabCare, without RehabCare s express approval. Indirect payments would include the use of any RehabCare property, services, or personnel, as well as gifts. See Attachment E Gift policy. At times, RehabCare may need to acquire the services of physicians who may otherwise be in a position to make or influence referrals to RehabCare s managed providers. All compensation arrangements between RehabCare and potential referral sources shall be in writing and shall conform with all applicable laws. All employees and other agents of 13 Page
RehabCare who are responsible for developing relationships with potential referral sources shall be trained in the limitations imposed by law on such relationships. Entertainment of referral sources should be conducted within the bounds of applicable laws, corporate policy, and good taste and never under circumstances that might suggest a compromise of the impartiality of such persons or raise questions about their integrity or the motives of RehabCare. Any item or service provided to a potential source of business or referrals must be described on a designated expense report in a form approved by RehabCare. See Attachment E Gift Policy. F. Anti-Trust RehabCare competes vigorously but fairly within the industry and complies with all applicable antitrust laws and regulations. Employees must seek the advice and guidance of RehabCare s legal counsel with regard to any transactions that may have antitrust implications. Agreements with any competitors to fix prices charged to customers or to allocate territories or customers are strictly forbidden. All employees involved in pricing and other customer-related decisions must maintain a basic familiarity with the principles and purposes of these laws as they may be applied to RehabCare and to abstain from any activity that might even give the impression of a possible violation. RehabCare will assist these employees in learning their obligations. G. Securities & Exchange Commission (SEC) Compliance and Transactions in Company Stock As a publicly-traded company, RehabCare complies with all applicable laws and regulations that are administered by the Securities and Exchange Commission (SEC). Company policy and Federal laws forbid any person from using material, non-public information in an attempt to gain a personal advantage. Employees may not use or disclose information that is acquired during the course of employment with the Company. If an employee becomes aware that he or she has inadvertently disclosed such information, the employee must immediately notify the legal department so that steps can be taken with the SEC to avoid penalties. Employees are forbidden, by Company policy and by Federal law, from transacting in Company stock during times when the employee has knowledge of material, non-public information. Employees with questions about whether information is material and nonpublic should contact the legal department for guidance. Certain employees with access to financial results or other material and non-public information will be informed from time to time by the legal department that the employee may not transact (neither buy nor sell) Company stock for a designated period of time. In addition, the Company has designated certain employees as Section 16 Insiders. These employees must pre-clear all transactions in Company Stock with the legal department. 14 Page
H. Legal Compliance a. Contracting To ensure compliance with all applicable state and Federal laws impacting the businesses of the Company, all contracts with or on behalf of RehabCare must be reviewed by the legal department. The Company may create exceptions for contracts that have nominal business impact, which exceptions would be communicated by the General Counsel. b. Subpoenas and Search Warrants RehabCare responds to all subpoenas and search warrants pursuant to Federal and State laws. I. Medical Record Subpoenas Medical record subpoenas shall be responded to per Federal and state law requirements and in accord with facility HIPAA policies. Questions regarding the validity of a medical record subpoena shall be directed to the Chief Privacy Officer or designee. II. Non-Medical Record Subpoenas and Search Warrants Non-medical record subpoenas and all search warrants shall be immediately directed to internal legal counsel at the corporate office. Internal legal counsel will provide direction regarding the validity of such documents and our response. I. Accounting and Financial Compliance a. Overview All funds and other assets and all transactions of RehabCare must be properly documented, fully accounted for, and promptly recorded in the appropriate books and records in conformity with prescribed financial accounting principles. Federal law requires that the books and records of RehabCare accurately reflect all transactions, including any payment of money, transfer of property, furnishing of services, or incurrence of costs related to patient care. To the extent that RehabCare s financial accounting records will be used, directly or indirectly, as a foundation for requesting payment from the Medicare program or any other government agency, RehabCare s financial and accounting records will conform with applicable government reimbursement program requirements. Accurate and reliable business records shall be maintained at all times. All payments of money, transfers of property, furnishing of services, and other transactions must be reflected in full detail in the appropriate accounting and other business records of RehabCare. With the exception of disbursements from petty cash funds, no RehabCare payments shall be made in currency. 15 Page
RehabCare recognizes that, pursuant to its management and therapy services contracts, RehabCare is required by law to allow access by certain governmental agencies to some of its financial, accounting, and business records. RehabCare, therefore, shall grant such access as requested and in conformance with the further standards and procedures described in this Plan. Employees shall make full disclosure of all relevant information and otherwise fully cooperate with internal or external auditors, or RehabCare s legal counsel, in the course of compliance audits or investigations with respect to this standard. b. Sarbanes Oxley As a public traded for-profit entity, RehabCare maintains compliance with all required elements of Sarbanes-Oxley (SOX). Compliance is overseen by the Audit Committee of the Board. RehabCare may engage the assistance of eternal auditing firms to confirm compliance with required financial and SOX obligations. For more information regarding SOX compliance, contact the Senior VP of Finance and/or the Chief Accounting Officer. J. Human Resources RehabCare maintains compliance with all Federal, State and local employment laws and other laws impacting its employees. This includes, but is not limited to, Title VII of the Civil Rights Act, the Equal Pay Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Civil Rights Act of 1991, the Family Medical Leave Act, the Fair Labor Standards Act, and Federal and State laws related to Civil Rights, health and safety in the workplace. RehabCare also ensures that employees and contractors maintain needed compliance with applicable licensure laws and regulations impacting the individual employees professional and/or technical licensure status. Compliance with these laws and regulations is overseen by the Senior VP of Human Resources. K. Environmental Safety RehabCare shall take steps to assure that the disposal of all medical and hazardous waste produced by RehabCare is conducted pursuant to all local, state, and Federal laws. In most cases, RehabCare is obligated to follow the standards set by each of the institutions where it works. In cases where a practice appears contrary to accepted practice, RehabCare employees are encouraged to bring it to the attention of the immediate supervisor for review. L. Record Retention RehabCare has created record retention policies which address creation, distribution, retention and destruction of business and patient care documents. Records should be maintained and handled in accord with applicable policies. 16 Page
Business records may not be removed from RehabCare property except in the legitimate course of business operations. Patient care records may not be removed from facility premises unless it is within the scope of the employee s position to do so for a legitimate patient care purposes. Patient care documentation must only be completed on facility premises and may not be completed at an offsite location in order to maintain compliance with HIPAA, patient safety standards and the Conditions of Participation. M. State and Local Laws a. Facility & Entity Licensing It is the policy of RehabCare to comply with all facility and entity licensing and occupancy requirements as promulgated by the State, County and/or municipality in which the entity/facility resides. Operational leadership may contact the compliance department for assistance in determining applicable standards. b. Professional and Technical Licensing and Certification Boards It is the policy of RehabCare to ensure that all staff required to maintain professional or technical licensure and/or certification have proof of such prior to beginning employment and as required for renewal. RehabCare retains the right to place employees without appropriate required credentials on administrative leave and/or pursue disciplinary action as deemed appropriate in collaboration with Human Resources. RehabCare retains the right to report employee conduct to such boards as deemed necessary for the safe operation of the profession(s). N. Accreditation Organizations RehabCare may participate in voluntary accreditation programs as deemed appropriate and in the best interest of the organization. This includes, but is not limited to, the Joint Commission and CARF. Upon determination that voluntary accreditation will be sought and maintained, RehabCare will make every effort to comply with the standards promulgated by the accreditation organization. RehabCare will also support host organizations in their maintenance of accreditation standards per the terms of our contracts. IV. Adherence to the Plan This Compliance Plan has been prepared by the CCO with the assistance of the officers, directors, and employees of RehabCare in collaboration with our legal counsel. RehabCare will make every effort to ensure compliance with the law. This Plan was designed with the expectation that it will be modified to accommodate changes in the law and when otherwise necessary. RehabCare therefore encourages comments and suggestions from employees and other agents who believe that the Plan can be improved or who find errors or mistakes in the Plan. Any employee or other agent wishing to suggest a change in the Plan can provide information to their immediate supervisor. Contact can also be made directly to the Corporate Compliance Office. 17 Page
No employee or other agent of RehabCare is authorized to act in disregard of any requirements of this Compliance Plan. V. Safeguarding the Plan This Plan is the private property of RehabCare. It is not the property of the employees or agents to whom it may be disclosed and may not be copied or otherwise reproduced except under the direction of the CCO or designee. Attachment A Compliance Team Alan Sauber SVP Government Programs & CCO Ext. 2186 Debbie Miller AVP Ext. 2539 Ronni Conley Administrative Assistant Ext. 2231 Shelley Johnson Director-Hospital Based Services Ext. 2526 Shannon Burke Agency Compliance & Project Mgr Ext. 2135 Peggy Kleffner Director SRS Auditing & Monitoring Ext. 2996 Vacant Compliance Manager Brenda Huber Coding Compliance Mgr Ext. 2306 Lorrie Mercer Compliance Audit Mgr Ext. 2206 Barbara Cowan Birkholz Coding Compliance Manager 806-468-2964 Sandra Nettleton Clinical auditor Vacant Compliance Audit Manager Main Phone Number: 1-800-677-1202 18 Page
Attachment B Corporate Compliance Committee Structure Board of Directors Compliance Committee of the Board Corporate Compliance Committee FSH Division HIPAA Liaison Committee FSH Division Compliance & HIPAA Liaison Committee Agency Compliance & HIPAA Liaison Committee SRS Compliance & HIPAA Liaison Committee HRS Compliance & HIPAA Liaison Committee 19 Page
Attachment C CHARTER OF THE CORPORATE COMPLIANCE COMMITTEE Purpose The purpose of the Corporate Compliance Committee (CCC) is to assist the Compliance Committee of the Board of Directors and the Chief Compliance Officer (CCO) and his/her associated designee(s) in the execution and administration of the corporate compliance plan and program, as is applicable to corporate departments and functions. Resources and Authority of the Committee The CCC will maintain an advisory role only with regard to corporate compliance resources. CCC members will assist the CCO and/or designees in the alignment of corporate resources to execute the compliance plan as approved by the board. The CCC is accountable to the Compliance Committee of the Board. The CCC is accountable for assisting the CCO and/or designee(s) in the execution and implementation of the compliance plan and its associated policies. Specific duties of the CCC are delineated below. Additional accountability may be designated by the Compliance Committee of the Board as needed. Composition, Qualifications and Meetings The CCC shall be comprised of 8-10 members of the corporate senior and executive management team as designated by the Compliance Committee of the Board at the recommendation of the CCO. Members may also be added on an ad hoc basis as needed to accomplish specific compliance projects. 20 Page
Membership will include representatives from Human Resources, Corporate Compliance, Marketing, Research and Development, IT, Legal, and Finance. Membership will be reviewed and approved by the Compliance Committee of the Board on an annual basis and consistent with the annual compliance plan and organizational needs. The members of the CCC may be removed, with or without cause, by a majority vote of the Compliance Committee of the Board at the recommendation of the CCO. The committee will be chaired by the CCO or his/her designee. The CCC will meet formally at least 4 times per year. Meetings may occur telephonically as needed. Online consultation from committee members may also be solicited on a periodic basis by the CCO or designee. This specific method is recommended for policy/procedure development and endorsement. Responsibilities and Duties In carrying out its duties, the CCC shall: Receive period reports regarding the organization s compliance auditing and monitoring activities as they pertain to corporate functions and departments. Receive periodic reports regarding the organization s compliance with HIPAA privacy and security as it pertains to corporate functions and departments and advise accordingly; Assist the CCO and his/her designees in the implementation of the HIPAA privacy and security standards within corporate functions; Advise on compliance education programs and support the yearly compliance education plan as developed by the CCO and/or his/her designee and endorsed by the Board. Recommend necessary changes to the code of conduct and endorse prior to submission to the Board of Directors for approval; Review and advise regarding development and changes to corporate compliance policies; Receive reports regarding other high risk compliance issues and advise accordingly; Review, recommend changes and support the annual compliance work plan as approved by the Board; and Assist CCO and corporate compliance staff in the implementation of an effective compliance program through the leadership function. Annual Review The CCC shall prepare and review with the Compliance Committee of the Board an annual performance evaluation of its purpose and function. Such evaluation will compare the performance of the committee and its members with the requirements of the Charter. The performance evaluation shall also review and assess the adequacy of this Charter, and the CCC shall recommend to the Compliance Committee of the Board any improvements to the Charter deemed necessary and appropriate by the CCC. Adoption 21 Page
The Compliance Committee of the Board reviewed, revised, and adopted this charter during its meeting on Tuesday, September 16, 2008 and further endorses the launch of this committee. Attachment D RehabCare Code of Business Conduct and Organizational Ethics February 2011 22 Page
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Table of Contents Introduction... 2 Conflicts of Interest... 2 Fair Dealing... 6 Proper Use of Company Assets... 6 Engagement of Independent Contractors, Agents, and Consultants... 6 Free or Below-Cost Goods or Services... 7 Confidentiality... 7 Proprietary Information... 7 Patient Information... 7 The Work Environment... 7 Professional Licensure... 8 Document Retention... 8 Inside Information... 8 Political Contributions... 9 Corporate Activity... 9 Political Action Committee... 9 Employee Activity... 9 Accurate Financial Records and Public Disclosure... 10 Accurate Patient Care and Billing Documents... 10 Antitrust Compliance... 10 Government Requests and Investigations... 11 Reporting Violations of this Code & Non-Retaliation... 11 Waiver of the Code... 12 Disciplinary Action... 12 Distribution... 12 Conclusion... 13 i
Introduction RehabCare Group, Inc. (the Company or RehabCare ) has established this Code of Business Conduct and Organizational Ethics (this Code ) in support of our core value of integrity and in recognition of our Company s responsibility to our patients, our employees, our clients, our shareholders, and the communities in which we work. Honesty and integrity are to be the basis of all our business relationships and this Code serves to guide directors, officers, employees and agents to recognize and deal with business and ethical issues. It is the responsibility of the directors, officers, employees, contractors, and agents of RehabCare to act in a manner consistent with this Code, our core values, applicable laws and regulations, the Company s Compliance Plan and our supporting policies. Suspected violations of this Code, laws and regulation or Company policies should be reported to an individual s immediate supervisor, the Corporate Compliance Officer or designee, or by calling the Compliance Hotline at 800-617-7007. Individuals in violation of the Code shall be subject to disciplinary action, up to and including termination of employment or removal from the board. When the application of this Code, a law or regulation, the Company s Compliance Plan or supporting policies is uncertain, the individual shall seek guidance and advice from their immediate supervisor or the Corporate Compliance Department. Suspected violations shall be investigated and addressed under the direction of the compliance department. Nothing in this Code prohibits or restricts the Company from taking disciplinary action on any matters pertaining to employee conduct, whether or not such conduct is expressly discussed in this document. This Code is not intended to create any express or implied contract with any employee, agent or third party. In particular, nothing in this document creates any employment contract between the Company and any of our employees. The following principles, in addition to the Company s Compliance Plan, guide RehabCare in addressing its business conduct and organizational ethics. Conflicts of Interest The Company respects the rights of our directors, officers, employees and agents to manage their private affairs, including their investments, and does not wish to interfere with their personal lives. One purpose of this Code is to provide guidance to directors, officers, employees and agents in avoiding situations in which their personal activities are, or appear to be, in conflict with their responsibilities to RehabCare. Although it is impractical to attempt to define every situation that might be considered a conflict of interest, generally speaking, a conflict exists when an individual s personal interests or activities may influence his or her judgment in the performance of his or her duty to RehabCare. Perceived conflicts may be more theoretical than real, but directors, officers, employees and agents should be concerned about possible conflicts of interest and review and disclose any perceived conflict of interest to their supervisor and/or the Corporate Compliance Officer or designee. 2
A conflict of interest may occur when a director, officer, employee or agent of RehabCare: Has a personal financial interest that may affect objectivity; Gains personal enrichment through use of Company property or confidential information; Uses his or her position with the Company in a way that results in personal gain, especially when this takes potential opportunities away from the Company; or Takes actions or has interests that make it difficult to perform his or her work objectively or effectively. The situations listed below are areas where the possibility of a conflict of interest may occur. Investments Investments by directors, officers, employees, agents and members of their families in stocks and bonds of publicly held corporations with which the Company does business would not create a conflict of interest unless the investment is significant. A significant investment is one in which a substantial portion of an individual s net worth is at risk. In addition, any interest in or other financial arrangement in such a business, in which a substantial portion of the individual s net worth is at risk, could also constitute a conflict of interest. Loans or guarantees of obligations by the Company for directors, officers, employees, or agents are strictly forbidden. Outside Activities A conflict may exist when a director, officer, employee or agent, or member of his or her immediate family, serves as director, officer, employee, or agent of an organization that is either a competitor or has a current or prospective business relationship with RehabCare. A conflict may also exist when an individual engages in a personal business venture that prevents him or her from devoting the time and effort demanded of his or her position. A conflict may also exist when an individual participates in a charitable or civic organization or serves in public office if the activities of any such organization or public body directly involve the business interests of RehabCare. Written approval of the employee s or agent s immediate supervisor and the Chief Compliance Officer or designee and the Chief Financial Officer or designee is required before that employee or contractor may serve as a director, officer or consultant for any other for-profit organization. Executive officers and directors must have approval of the Audit Committee of the Board of Directors before assuming such a position. All other potential conflicts of interest involving outside activities should be discussed with the employee s or agent s immediate supervisor. Officers and directors should discuss any potential conflicts of interest regarding outside activities with the Chief Compliance Officer and the Chief Financial Officer. Outside Directorships to Non-Profit Organizations and Service to Charitable Boards RehabCare recognizes that outside directorships and services to charitable boards and nonprofit organizations may occur as part of professional growth and development. RehabCare encourages such activities provided they do not create a conflict of interest with RehabCare or its business interests. Outside directorships or Board appointments to such organizations should be disclosed in writing to your supervisor when such appointment could create an actual or perceived conflict of interest. The Chief Compliance Officer or designee is available for consultation as needed. 3
Gifts A conflict may arise through the acceptance of gifts from persons having or desiring to have a business relationship with RehabCare if the acceptance or the prospect of receiving gifts tends to limit the employee/recipient from acting solely in the best interests of RehabCare. Gifts include any gratuitous service, loan, discount, money, or article of value. See Attachment A Gift Policy. Any questions on this policy should be referred to the Corporate Compliance Officer. Any offer of a gift of material value or any gratuity to a RehabCare employee should be reported to their immediate supervisor. The supervisor or the employee may be required to report it to the Corporate Compliance Officer. The Company limits the provision of promotional items or gratuitous services to customers or suppliers to items of nominal value. All promotional items or gratuitous services should be consistent with customary business practice within the healthcare industry, and should comply with all applicable laws and regulations. Gifts, loans or payments to labor officials or labor organizations are generally not permitted under the National Labor Relations Act. Any such gift, loan, payment or thing of value must be pre-approved in writing by the Chief Financial Officer. Gifts to government officials, regardless of motive, intent, or value may be perceived by others as having an improper purpose and may be illegal. Any such gift or thing of value intended for a government official must also be pre-approved in writing by the Chief Financial Officer. Bribes and Improper Payments No director, officer, employee or agent of RehabCare may enter into any agreement, including consultant or service agreements, or arrangement that requires the payment of a commission, rebate, bribe, kickback or otherwise, when such director, officer, employee or agent knows or should suspect from the surrounding circumstances or after reasonable good faith inquiry, that the intent or probable result is to improperly reward, directly or indirectly the following: Any physician, health care provider, or any other person or entity that is in a position to enter into business agreements or to refer or induce the referral of patients to RehabCare for the delivery of health care services by RehabCare; Any officer, director, employee, shareholder or other representative of a customer, supplier, or other institution with which RehabCare has existing or prospective business relations; or Any employee or official or other representative of the government of the United States or any State or any of their constituent departments and agencies of any fiscal intermediary under contract with the government of the United States, any State, or their constituent departments and agencies for administration of any health care insurance program in which RehabCare participates. Directors, officers, employees or agents are prohibited from giving inducements to individuals to make decisions or take action favorable to the business interests of RehabCare, whether relating to obtaining or retaining business or otherwise. The concept of an improper reward includes the giving of anything of material value, not just money. No action that would 4