Putting Compliance at Our Core


Element has created a Code of Conduct and Ethical Responsibility so everyone involved with and affected by our business understand our policies and values. The Code spells out our obligations and responsibilities in a number of areas. It informs both our long-term strategy and the way we operate on a daily basis.

Make a Report

Our Ethics and Compliance Hotline is an anonymous reporting channel that facilitates reporting of possible unethical, improper or illegal conduct. If you have any concerns and are unsure about how to raise them, please use our hotline.

Code of Conduct & Ethical Responsibility

I. What’s the Purpose of this Code & why do we need It?


This Code of Conduct and Ethical Responsibility (the “Code”) establishes the fundamental principles governing the manner in which EHCP, L.L.C., a Delaware limited liability company, and its affiliated entities (collectively, the “Company”) conducts business. It is the Company’s roadmap for “how” we do business and it applies equally to all Business Colleagues (as defined below). This Code also applies to certain identified contractors, consultants and other third parties engaged by the Company (our “Identified Business Partners”), except as specifically provided herein].

While this Code is based on the laws, regulations and administrative rules that apply to the healthcare industry and the work and operations of the Company, it is not intended to provide a complete description of all legal obligations or company requirements that apply to Business Colleagues and/or Identified Business Partners. Detailed policies, procedures, protocols and forms are from time to time promulgated by the Company (collectively, the “Policies”) that incorporate and address these legal obligations and Company requirements.

Failure to abide by this Code or the Policies is strictly prohibited and may subject a violator to discipline, up to and including termination of employment or, with respect to our Identified Business Partners, termination of contract and/or relationship.

“Business Colleagues” means all Company employees, officers, directors and persons who have an ownership interest in the Company of five percent (5%) or greater, unless otherwise directed herein or in other Company distributed Policies. The term also includes any third parties engaged by the Company to interact with healthcare professionals, ordering providers, hospitals and/or hospital facilities, and other contractual relationships of the Company.

B. Commitment to Compliance & Ethical Conduct

Our reputation for ethical and compliant behavior is a corporate asset that each of us has a duty to safeguard and strengthen as we preserve the public trust and trust of patients and providers, our business partners, government authorities and other stakeholders in the Company. Ethical and compliant behavior strengthens the Company and ensures our continued success. The Company is committed to conducting its business ethically and in compliance with all applicable laws, regulations, guidelines and the Policies, wherever and with whomever it does business. Each of us at the Company is expected to be proactive in exercising our commitment to ethics and compliance in a manner that will merit the continued trust and confidence of all of our stakeholders.

II. Acknowledgment of the Code

After reviewing this Code, each Business Colleague must sign the attached Acknowledgment and return it to Human Resources within five (5) business days from his/her receipt of this Code. For employees, signed Acknowledgment forms submitted on a timely basis are kept in the employee’s personnel file and are a condition of continued employment. In addition, performance of job responsibilities in a manner consistent with this Code and the Policies is an important element in the performance evaluation of all employees.

III. Amendments to the Code

The Company reviews the Code at least annually to determine if revisions are necessary, and if that determination is made, makes the appropriate revisions. The Code will be initially distributed and subsequently made available at least annually to all Business Colleagues for their review and acknowledgment. All material revisions of the Code shall be approved by the Board of Managers of the Company.

IV. The Compliance Program


The Company is committed to maintaining a comprehensive, robust Compliance Program. Our Compliance Program is led by our Senior Management, who is supported by a dedicated human resources department. Human resources reports directly to our CEO, and to the Compliance Subcommittee of the Company’s Board of Managers, which provides oversight of the Compliance Program.


The Compliance Program is designed to support and promote a Company-wide culture of ethics and compliance and to prevent, detect and correct violations of the law, including any health care laws, regulations and guidelines that apply to our business, as well as any violations of the Policies. The Compliance Program encompasses the following components:

The development, implementation and maintenance of a written Code of Conduct and Ethical Responsibility and Policies that effectively address the Company’s ethics and compliance values and obligations.

  • The development and delivery of regular and effective ethics and compliance education and training to all Business Colleagues and Identified Business Partners.
  • The conduct of periodic compliance risk assessments and internal reviews of relevant functional areas of the Company and performance of regular compliance audits to address identified risks.
  • The operation of an internal monitoring program focusing primarily, but not exclusively, on direct observations of Company sales representatives in the field to confirm understanding of, and compliance with, the Policies and compliance obligations.
  • The development and implementation of effective lines of communications to the human resources department, reasonably and effectively enabling all Business Colleagues, business partners and the public to submit ethics and compliance questions and report ethics and compliance concerns or suspected unethical or non-compliant conduct, anonymously if desired, and without retaliation.
  • The screening of Business Colleagues and Identified Business Partners against federal exclusion lists for eligibility, and removal of persons identified as “ineligible.”
  • The conduct of fair and appropriate investigations of suspected, reported or discovered unethical or non-compliant conduct, responding to any such confirmed conduct with appropriate disciplinary measures and corrective action to prevent its recurrence.
  • The periodic evaluation of the Compliance Program to ensure that it serves the purposes for which it has been designed, functions as intended and enables the Company to meet its high standards and commitment to compliance.

V. Open Door Culture: Seeking Advice & Reporting Concerns


While this Code and the Policies cannot address every circumstance you may encounter, they make it clear that all of our activities on behalf of the Company must be guided by well-informed judgment, personal honesty and business ethics. As you encounter specific situations that cause you to question the ethical and compliant course of action, it is important that you ask yourself the following questions:

  • Am I acting in the best interests of the patients we serve?
  • Does my action comply with the Company’s values? Does it comply not only with the specific guidance provided by this Code and the Policies, but also with the spirit of those documents?
  • Is my action honest and appropriate in every respect? Is it transparent?
  • How would my action be evaluated by another person whose ethical judgment I respect? Could others perceive my action as inappropriate, even if that is not my intent?
  • Might I compromise myself or the reputation of the Company by my action?


You have options if you are unsure of, or troubled by, your answers to the above questions or are confronted with any of the following situations:

  • You are aware of the applicable Policies but find them difficult to interpret or apply under the particular circumstances that are presented to you.
  • You are aware of the relevant laws or regulations, but find them to be complex. You need assistance in understanding them and applying them to your situation.
  • You have limited experience dealing with the subject matter and are unsure of the compliant course of action.
  • You find yourself in a “gray area” and need guidance.
  • As described below, you have multiple options for obtaining the advice you seek or getting direction on addressing sticky situations.


In addition, Business Colleagues have a duty to report, promptly and in good faith, any illegal, unethical, unprofessional or non-compliant activity or conduct, whether actual or suspected, in which you may have been a party, or in which others are parties -including violations of this Code, the Policies or any applicable laws, regulations or administrative rules. Failure to abide by this duty may result in disciplinary action, up to and including termination from employment.


If you have compliance-related questions or concerns, need guidance for addressing certain situations or need to report an actual or suspected ethics or compliance violation, you may do so to the following persons:

  • Your immediate manager or supervisor, or if you are a Business Colleague, to a member of Senior Management;
  • Human Resources;
  • Senior Management; or
  • The Company’s legal counsel.

Alternatively, you have the option of making your report anonymously. To do so, you may call the toll- free Compliance Hotline, at this telephone number: 1-800-223-5990

Or, you may use the following website: Senior Management and human resources department monitors the Compliance Hotline and portal. In using either of these options for making a report, you have the choice whether to remain anonymous or to identify yourself. In making such decision, you should keep in mind that in some circumstances it may be more difficult or even impossible for the Company to thoroughly investigate reports that are made anonymously. If you are comfortable in doing so, the Company encourages you to share your identity in reporting.


The Company has adopted a strict policy of non-retaliation and non-retribution. The Company prohibits retaliation against any Business Colleague for reporting, in good faith, a possible violation of this Code and/or the Policies, or any law or regulation. In no event will the Company take or threaten, or any Business Colleague be permitted to take or threaten, any action against you as a reprisal or retaliation for making a complaint or disclosing or reporting information in good faith. However, a reporting individual who was involved in an improper activity may be disciplined appropriately, even if he or she was the one who disclosed the matter through appropriate communications channels. In any such situations, the Company may consider the decision to report the matter, and any subsequent cooperation, as mitigating factors in any disciplinary decision.

VI. Compliance with Laws


The federal and state laws and regulations governing the healthcare industry are extensive and complex. Of particular importance to the Company’s business and operations are the laws and regulations that apply to federally-funded healthcare programs such as Medicare, Medicaid and TriCare. Notable federal laws that govern and may impact our business include:

  • Antitrust Law;
  • Physician Self-Referral Law (the “Stark Law”);
  • Anti-Kickback Statute;
  • False Claims Act;
  • Civil Monetary Penalties Law;
  • Clinical Laboratory Improvement Amendments (“CLIA”);
  • Health Information Portability and Accountability Act (“HIPAA”); and
  • Health Information Technology for Economic and Clinical Health Act (“HITECH”).

Many states have enacted laws that are similar to some of these federal statutes or have different requirements that related to the Company’s business. It is imperative that the Company fully comply with all applicable laws, both federal and state. Employees violating any such laws are subject to discipline, up to and including, termination from employment. Identified Business Partners violating any applicable laws are subject to having their contracts and/or business relationships with the Company terminated.


Antitrust laws are designed to foster fair and honest competition and prohibit activities such as unfair methods of competition and agreements in restraint of trade. The broad language of the antitrust statutes gives enforcement agencies the right to examine many different business activities to judge their effect on competition. It is the Company’s policy to comply with all applicable antitrust laws in its operations. While antitrust and competition laws can be highly technical and may vary from country to country, the following principles provide a useful summary of situations with antitrust aspects that Business Colleagues might encounter.

  • Relations with Competitors. Discussions with competitors of pricing, bids, discounts, promotions, profits, costs, materials, terms or conditions of sale, royalties, production plans or inventories must be avoided entirely. Agreements with competitors to allocate customers, divide territories or limit production or innovation also are strictly prohibited. The Company determines prices and terms of sales for its products independently, and any exchange of information with competitors that may cast doubt upon that fact must be avoided. Even innocent or casual exchanges of such information can be construed as an attempt to limit competition. Therefore, such information should only be collected in the marketplace by the Business Colleagues if it is publicly available.
  • Trade Associations. Trade association meetings create antitrust risk because they involve contact with competitors. Consequently, such meetings are often scrutinized by government officials. If a Business Colleague encounters formal or informal discussions of pricing, terms of sale, refusal to sell to a customer or other suspect topics, the Business Colleague is expected to withdraw from the discussion and bring the matter to the attention of the Company’s management. The Company’s legal counsel should be consulted before any trade or industry standards are implemented since the development of such standards can lead to antitrust issues.
  • Relations with Customers. In general, companies are not allowed to discriminate in favor of or against any of customers. Although the Company is free to select its own customers, terminations and refusals to sell may lead to real or alleged antitrust violations. Before terminating a relationship with a customer, Company personnel should consult with appropriate management and legal counsel. Also, under certain situations, it may be unlawful for the Company to require a purchaser to buy another Company product as a condition to being able to purchase the product the customer actually wants (so-called “tying”). Before instituting such an arrangement, contact management or legal counsel.
  • Relations with Suppliers. Company policy prohibits making purchases from a supplier dependent on the supplier’s agreement to purchase from the Company. These arrangements could violate the antitrust laws if the supplier is coerced into making the purchase as a condition of acquiring or maintaining the account.
  • Unfair Competition. Unfair methods of competition and deceptive acts or practices are prohibited. Examples include false or deceptive statements or comparisons about Company products, falsely disparaging a competitor or its products, making product claims without data to substantiate them and representing one’s product as that of another, such as by simulating a competitor’s packaging or trademarks.


The Stark Law is a strict liability statute (it can be violated regardless of intent) which prohibits physicians, or their immediate family members, from making referrals for designated health services, such as clinical laboratory services, to any entity with which the physician has a financial relationship, unless the arrangement qualifies for an exception under the statute. For example, a physician who owns a draw site, or whose immediate family member owns a draw site, with which the Company contracts for services has a financial relationship with the Company. A referral from that physician to the Company for services is therefore a prohibited referral under the Stark Law.

Referrals prohibited by the Stark Law are also viewed as conflicts of interest, in that they place the referring physician in a position to financially benefit from the referral. The concern is that this potential benefit may encourage over-utilization of the services subject to the arrangement, which in turn, increases health care costs.

Under the Stark Law, the entity furnishing a service as a result of a prohibited referral may not bill any third party for that service - either the patient, Medicare or Medicaid, a private insurer or any other third party. In addition, the statute provides that any payment received for a prohibited referral must be refunded. Payments by Medicare or Medicaid for designated health services provided in violation of the law will be denied. Penalties for violation of the statute include civil fines and exclusion from participation in federal health care programs. Many states have laws that are similar to the Stark Law.

For more information on the Stark Law you should refer to the Policies.


The Anti-Kickback Statute (“AKS”) is a criminal fraud and abuse law that prohibits a party from offering or paying anything of value (a bribe or kickback) to another party, such as a health care professional, with the intention of inducing the health care professional to order products or services. It also prohibits health care professionals from asking for or receiving anything of value from the Company if they intend to send more tests as a result or if they make a request in consideration of sending tests.

The term “anything of value” is broadly construed under the statute. It encompasses many forms of value beyond currency, including for example, entertainment, credits, free goods or services, forgiveness of debt, sale or purchase of an item below market value and compensation for unnecessary services, or for legitimate services at a rate exceeding fair market value.

The AKS recognizes 25 “safe harbors.” A particular arrangement with a health care professional may fall within one of these safe harbors only if every aspect of the arrangement satisfies the safe harbor requirements. Penalties for violation of the AKS include civil and criminal fines, imprisonment and exclusion from participation in federal health care programs. Many states have laws that are similar to the AKS.

For more information on the AKS you should refer to the Policies.


The False Claims Act prohibits a party from knowingly submitting a false claim to the government for payment, such as a claim to Medicare for reimbursement of tests performed for Medicare patients. A relevant example of a false claim is the submission to Medicare of laboratory tests that are not “medically relevant.”

Another is the submission to Medicare of laboratory tests that are ordered by non- authorized providers.

Notably, violations of the Stark Law and the AKS are also violations of the False Claims Act. Many states have laws that are similar to the AKS. Penalties for violation of the False Claims Act include civil fines - for each individual submission of a false claim - and a trebling of the damages suffered by the government as a result of the false claim.


The Civil Monetary Penalties law authorizes the imposition of fines against a party who performs a number of prohibited actions, including, but not limited to, the following: (1) offering remuneration to any beneficiary of a federal health care program likely to influence the receipt of reimbursable items or services; (2) arranging for reimbursable services with an entity that is excluded from participation from a federal health care program; (3) knowingly receiving remuneration for a referral of a federal health care program beneficiary; (6) violating the Anti-Kickback Statute; or (7) knowingly presenting a claim for services that were not actually provided or is otherwise false or fraudulent (which also violates the False Claims Act). Violation of the Stark Law also may trigger this statute.

Actions that may violate the Civil Monetary Penalties Law include: (1) submitting claims to Medicare that are ordered by an excluded provider; (2) submitting claims to Medicare for services that were never provided or which bear an inaccurate diagnosis code; and (3) offering remuneration to a Medicare patient to order specific services. Under the statute, “remuneration” includes the transfer of anything of value, such as, for example, money, free goods or forgiveness of debt.

In addition to fines, parties can be excluded from participation in federal health care programs under the Civil Monetary Penalties Law.


The Centers for Medicare & Medicaid Services (“CMS”) regulate all laboratory testing in the United States, except research testing, through the Clinical Laboratory Improvement Amendments (“CLIA”). The principal objective of CLIA is to ensure quality laboratory testing by regulating laboratory testing standards and requiring that clinical laboratories be certified by CMS and the state in which the lab is located before such laboratories may accept human samples for diagnostic testing.

In order for a clinical laboratory to receive Medicare or Medicaid payments, it must be properly certified under CLIA.

You should refer to the Policies for more information on CLIA.


The HIPAA Privacy Rule provides federal protections for individually identifiable health information held by covered entities such as the Company, as well as their Business Associates, and provides patients certain rights with respect to that information. The law also permits the disclosure of health information for patient care and other specific purposes.

The HIPAA Security Rule specifies the administrative, technical and physician safeguards that covered entities must use to assure the confidentiality, integrity and availability of electronic protected health information (“ePHI”). HITECH expands HIPAA to apply to more comprehensively to ePHI and addresses the privacy and security concerns associated with the electronic transmission of ePHI. HITECH also imposes data breach notification requirements for the unauthorized use and disclosure of unsecured PHI, grants patients the right to obtain their medical records in electronic format and extends the provisions of HIPAA to certain Business Associates that may handle PHI on behalf of the Company. HITECH establishes categories of violations depending on the level of culpability and sets a maximum penalty of $1.5M for all violations of an identical provision.

For more information on HIPAA and HITECH, you should refer to the Policies.

VII. Ineligible Employees & Business Partners

The Company will not employ, contract with or conduct business with (including, but not limited to, accepting orders from) any person or party who is an Ineligible Person, as that term has been defined by the U.S. Department of Health and Human Services, Office of Inspector General (“OIG”). Nor will the Company submit any claims to, or retain any payments received from, a federal health care program for items or services that were provided or ordered by any person or party known to be an Ineligible Person at the time the claim was submitted.

In order to avoid the inadvertent employment or engagement of such a person or party, the Company conducts regular screening of employees and Identified Business Partners. In addition, all employees and Identified Business Partners have an affirmative obligation to promptly inform the Company if they are, or are proposed to be, an Ineligible Person.

Please consult the Policies for more information on the Company’s policy and procedures for addressing its responsibilities concerning Ineligible Persons.

VIII. Marketing & Promoting the Company’s Services


The Company markets its services with accuracy, clarity, scientific support and integrity, in full compliance with all applicable laws, regulations, guidelines and the Policies. All marketing and promotional materials and activities are reviewed and approved in advance to insure that they meet this standard and otherwise comply with the Policies. Any use of unapproved marketing or promotional materials or engagement in unapproved marketing or promotional activities is subject to disciplinary action, up to and including termination.

For more information concerning the approval and use of the Company’s marketing and promotional materials, you should consult the Policies.


Our interactions with health care professionals, third party organizations and governmental authorities are conducted honestly, transparently and in full compliance with all applicable laws, regulations, guidelines and the Policies. Statements or representations about the Company and the services it provides are made with accuracy, clarity, scientific support and integrity. Interactions involving patients and their protected health information (“PHI”) are made in full compliance with HIPAA.

In limited circumstances, Business Colleagues may offer health care professionals certain business courtesies of nominal value, so long as those business courtesies are incidental to a legitimate clinical, educational or business discussion or have a proper educational or patient-care purpose. For more information concerning the permitted use of business courtesies, you should consult the Policies.

Under no circumstances may Business Colleagues offer, or give the appearance of offering, illegal inducements to any person or third party for the purpose, real or apparent, of encouraging the engagement of the Company or ordering of the Company’s services.

IX. Interactions with Business Partners

At the Company, we treat our business partners and other third parties with whom we interact with fairness, honesty and respect - in other words, in the same manner in which we wish to be treated. While we compete hard, we do so with integrity and in compliance with all applicable laws, regulations, guidelines and the Policies.

In dealing with our business partners and other third parties, we are never permitted to engage, either directly or indirectly, in bribery, fraud, money laundering or other forms of fraud or corruption. Accordingly, Business Colleagues may never provide or accept anything of value to or from our business partners and other third parties that is intended to improperly influence an act or decision, or that can be viewed as doing so.

The Company relies on its services to enable it to successfully compete. In doing so, we respect the intellectual property and confidential commercial and financial information of others. In acting on this principle, Business Colleagues may never seek to gain a competitive advantage through the use of unfair commercial practices, such as making false or disparaging remarks about a competitor or improperly obtaining or misusing a third party’s trade secrets. In commercial interactions with our business partners and other third parties, it is permissible to provide occasional, modest business courtesies to facilitate a legitimate business discussion. Examples of permitted courtesies include business meals and refreshments in connection with an informational or training visit. In contrast, money, or cash equivalents such as gift certificates or coupons, may never be offered, under any circumstances.

Business Colleagues may be permitted to receive occasional business courtesies from our business partners and other third parties, so long as they are of nominal value and are not proffered, or believed by you to be proffered, for the purpose of improperly influencing your decision-making, performance of your duties at the Company or handling of the Company’s relationship with the business partner or other third party. Under no circumstances may a Business Colleague accept as a proffered business courtesy, money, or cash equivalents such as gift certificates or coupons.

If you have any questions or concerns about a business courtesy you have received, or which you wish to provide, you should contact either Senior Management or the human resources department for guidance.

X. Integrity


Every Business Colleague is obligated to protect the Company’s confidential information as well as that of its customers, patients, suppliers, fellow Business Colleagues and third parties who disclose information to the Company in confidence. Information developed or shared as a result of the business process may be proprietary to the Company and must be treated as confidential. Confidential information includes pricing and financial data, research and development information, marketing and sales information, employment records, potential contracts or ventures, customer data, and patient information.

Confidential information includes both proprietary information concerning the Company and its affiliates, and PHI about patients who receive or may receive the Company’s products and services. Materials that contain confidential information should be stored securely and shared only with those persons on a “need to know” basis. Business Colleagues should be especially careful to not disclose confidential information through electronic media, such as e-mail, voice mail, social networking websites, and so on. Business Colleagues should take particular care in safeguarding computers, smart phones, tablets, and other electronic devices that may contain or provide access to confidential information.

Every Business Colleague has the right to confidentiality of certain employment records and personal information. The Company has rights of access to all Company property and all communication, records and information created in the business setting or through use of Company resources.


Patents, trademarks, copyrights and trade secrets are valuable assets of the Company, and all Business Colleagues have an obligation to protect them, even after leaving the Company. Employees and outside Business Colleagues who develop inventions and ideas in the course of their work for the Company are obligated to assign ownership of them to the Company. Such Business Colleagues are required to prepare and maintain contemporaneous records, to submit technical details of the invention or idea to the Company and to maintain them as trade secrets or to assist in the patent process, as decided by the Company. The Company will respect the intellectual property of others. The Company will not knowingly infringe valid patents, trademarks and copyrights held by others. If any Business Colleague believes that another company is infringing a Company patent, trademark or copyright, that Business Colleague should contact the Company’s management.


Please note that this Section may not be applicable to certain Business Colleagues if identified in advance in writing by the Company. A conflict of interest exists when a personal interest or activity of a Business Colleague influences or interferes with that Business Colleague’s performance of duties, responsibilities or loyalties to the Company. All Business Colleagues must avoid any personal or business influences or relationships that affect their ability to act in the best interests of the Company. Some situations in which Business Colleagues might encounter conflicts of interest are:

  • Consulting with or employment in any capacity by a competitor, supplier, distributor or customer of the Company;
  • Owning, directly or indirectly, a significant financial interest in any business that does or seeks to do business with the Company, or seeks to compete with the Company. A significant financial interest is defined as a Business Colleague’s and family members’ combined interest that represents: (i) more than five percent ( 5%) of the outstanding securities of a corporation (or ownership interests if an unincorporated business), or (2) more than five percent (5%) of the total assets of such business;
  • The employment of family members or personal friends as contractors, suppliers or Business Colleagues of the Company; and/or using Company assets for personal gain.

If a potential conflict of interest is identified or suspected that has not already been disclosed, the matter should be referred to management for interpretation and resolution immediately. Business Colleagues are reminded that disclosure of potential conflicts of interest must be made in accordance with the applicable Policies / are required under their respective contractual agreements with the Company.


Ethical conduct on the job means treating oneself and others with respect and fairness. Everyone has the right to work in an environment free of workplace harassment. Workplace harassment is any unwelcome or unwanted attention or discriminatory conduct based on an individual’s race, color, creed, religion, national origin, gender, sexual orientation, marital status, age, disability or other illegal or inappropriate basis. It can include verbal, nonverbal or physical abuse. Even something that is considered harmless by one individual may be perceived as harassment by another.

The Company expects all Business Colleagues to conduct themselves in a manner appropriate to the workplace and to keep all work environments free of harassment. Business Colleagues should report any known or suspected workplace harassment incidents as soon as possible to management. The Company also expects all Business Colleagues to report for work in condition to perform their duties, unimpaired by drugs or alcohol. The use, possession, manufacture, sale or distribution of drugs for non-medical purposes is prohibited on Company premises or on the job.

XI. Interactions with the Government


As a participant in a highly regulated industry, the Company may at times be subject to government audits, inspections, inquiries or investigations. The Company is committed to fully cooperating with any such efforts.

All interactions with the government must be coordinated with the Company’s outside legal counsel, except as otherwise provided in applicable Policies relating to routine government inspections or audits. If you are contacted by the government in connection with a legal inquiry or investigation, whether at work or outside the office, you should immediately contact Senior Management or the Company’s outside legal counsel so that an appropriate response can be prepared.


In general, government officials or employees are prohibited from offering or receiving entertainment from private parties such as the Company. The Company respects those rules and prohibitions. As a Business Colleague, you may neither offer or provide, nor solicit or accept, entertainment to or from government officials or employees.

Government officials and employers are also bound by strict rules with respect to business courtesies and gifts-as is the Company in interacting with the government. In order to ensure compliance with those rules, the Company prohibits the offering of any gifts or business courtesies to any government official or employee. If a government official or employee requests or demands any such benefit, you should report the incident immediately to a member of Senior Management and the Company’s legal counsel.

A limited exception to this prohibition exists in circumstances where a government official or employee is present on Company property for a routine audit or inspection, or for other official business. In these circumstances, nominal snacks or refreshments may be provided. For guidance in connection with government lobbying activities, consult with the Senior Management or the Company’s legal counsel.

XII. Company Records


The Company’s books and records must at all times accurately and fairly reflect the Company’s activities, operations, transactions and interactions with third parties, including in particular, the government. Under no circumstances may the Company’s books and records be falsified or prepared in such a manner as to mislead or conceal improprieties. Any failure to abide by these requirements is strictly prohibited and is subject to discipline, up to and including termination from employment.


All Business Colleagues must observe the Policies that apply to the creation, maintenance and, where permitted, destruction of corporate records. From time to time, a Legal Hold may be issued by the Company’s legal counsel, instructing Business Colleagues to preserve identified documents, typically in connection with a government proceeding or private lawsuit. A Legal Hold supersedes otherwise applicable Policies.

The destruction or alteration of documents with the intent to obstruct a pending or anticipated government proceeding is a criminal act and may result in imprisonment or the imposition of monetary penalties, of/upon the Company and responsible Business Colleagues.

XIII. Conclusion

We aim high at the Company. We owe it to ourselves and to one another as colleagues to “walk the walk” set forth in this Code of Conduct and Ethical Responsibility.

If any of us has a concern about the propriety of our conduct or the conduct of a colleague or business partner, or otherwise suspects that a colleague or business partner has violated this Code, a Policy or applicable law, we have a responsibility to immediately report our concern or suspicion through one of the reporting mechanisms established by the Company and described in this Code.

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