This Code of Business Conduct (the “Code”) is intended to assist all directors, officers and employees of Pure Healthcare, LLC and each of its, subsidiaries, affiliates, and any professional corporations with which it has a binding management service agreement in place (collectively “Pure Healthcare”) to maintain the highest standards of ethical conduct in its business affairs.
Honest and Ethical Conduct
Pure Healthcare is committed to conducting its business in accordance with the highest ethical principles. This code is designed to accomplish this goal by setting forth the ethical standards which will govern the conduct of our directors, officers, and employees.
Corporate Practice of Medicine
For each of our affiliate locations across the United States, Pure Healthcare is expressly committed that all directors, officers, and employees of Pure Healthcare will NOT interfere, meddle, influence, directly or indirectly, with any medical decisions made by any licensed medical professional (e.g., physician, nurse practitioner, physician’s assistant, registered nurse, etc) (collectively, “Medical Professionals”) employed by any professional corporation and or Pure Healthcare, as applicable, with whom Pure Healthcare has a governing contract. As such, in accordance with applicable law, all medical decisions relating to the practice of medicine shall solely be vested in Medical Professionals; such medical decisions related to the practice of medicine shall be independently made by the independent medical judgment of the Medical Professionals; and shall not be restricted in any way by Pure Healthcare nor shall any directors, officers, and or employees restrict the independent medical judgment of the Medical Professionals in any way. Thus, this Code ensures total and complete compliance of Pure Healthcare with any and all applicable corporate practice of medicine inquiries.
Conflicts of Interest
Directors, officers and employees have a duty to act in the best interests of Pure Healthcare and its shareholders at all times. As part of this duty, directors, officers and employees should identify and disclose apparent conflicts of interest. A “conflict of interest” exists where a person has a private or personal interest sufficient to influence the exercise of his or her duties to Pure Healthcare. A conflict of interest is apparent where a reasonable person would think that the director, officer or employee’s professional judgment is likely to be compromised by his or her personal or private interest. Conflicts of interest may also arise when a director, officer or employee, or members of his or her family, receives personal benefits as a result of his or her position in Pure Healthcare. While not all conflicts of interest are necessarily harmful to Pure Healthcare, all apparent conflicts of interest must be identified as soon as possible and promptly disclosed to Pure Healthcare’ Compliance Officer for independent review.
Directors, officers and employees owe a duty to Pure Healthcare to advance our legitimate business interests when the opportunity to do so arises. Directors, officers and employees are prohibited from taking for themselves (or directing to a third party) a business opportunity that is discovered through the use of corporate property, information or position, without the consent of the Board of Directors. No director, officer or employee may use corporate property, information or position for improper personal gain, and no director, officer or employee may compete with Pure Healthcare directly or indirectly. Any use of Pure Healthcare property or services that is not solely for the benefit of the Pure Healthcare must be approved in advance by Pure Healthcare General Counsel.
Business Entertainment and Gifts
The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers, or appear as an inducement for patient care services. Directors, officers and employees of Pure Healthcare may not accept gifts from persons or entities where any such gift is being made in order to influence their actions in their position with Pure Healthcare, or where acceptance of the gifts could create the appearance of a conflict of interest. Pure Healthcare has set limits on the value and frequency of gifts to and from patients and referral sources. Pure Healthcare team members may not accept gifts of cash or cash equivalents, such as gift cards, gift certificates or cash from patients. Gifts to patients must be infrequent and of nominal value below $15 per occurrence and worth no more than $75 in total annually. Gifts may never be provided to government employees.
Laws and Regulations
Our directors, officers and employees must respect and follow all laws and regulations which apply to Pure Healthcare and its operations. Compliance includes, but is not limited to, rules and regulations set forth by federal and state government agencies and adherence to generally accepted accounting principles (“GAAP”). Some of the specific laws applicable to Pure Healthcare are as follows. As a medical services organization, Pure Healthcare employees must comply with all relevant state and federal laws including but not limited to: governing board of medical examiners for the practice of medicine, nursing practice, pharmacy practice, and the potential handling of controlled substances. Patients, health care providers and other customers entrust the company with the personal health information of the patients of Pure Healthcare services, and Pure Healthcare is committed to complying with all state and federal privacy, security and confidentiality laws, including the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). Among the payers for the services of Pure Healthcare are federal health care programs, such as Medicare, and Pure Healthcare employees must comply with all relevant laws intended to detect and prevent health care fraud, waste and abuse, including but not limited to the federal False Claims Act, the Ethics in Patient Referrals Act (“Stark”) and similar state laws, and the federal Anti-Kickback Statute.
Reporting Violations/Enforcement of this Code
Any employee who believes in good faith that there has been a violation of this Code should report it immediately in accordance with the requirements of Pure Healthcare’ Policy on Compliance Reporting and Non-Retaliation. Upon receipt of a complaint, the Chief Compliance Officer or other designee shall promptly investigate the matter in conjunction with General Counsel, and/or other functional leaders as needed, and report the results of the investigation to Senior Leadership and/or the appropriate Board Committee as necessary. The Chief Compliance Officer or other designee and the Board Committee will treat the matter as confidential to the fullest extent possible consistent with the need to investigate and within the limits allowed by law. Anyone involved in an investigation under these procedures will be informed of their obligation to maintain confidentiality. Employees are required to cooperate in all internal investigations of misconduct. The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of this Code, which may include removal from a position as director or officer and/or dismissal as an employee of Pure Healthcare. In determining what action is appropriate in a particular case, the Board of Directors or its designees shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed violations in the past. Pure Healthcare recognizes the potentially serious impact of a false accusation. Employees are expected, as part of the ethical standards required by this Code, to act responsibly in making complaints.
Prohibition Against Retaliation
It is the policy of Pure Healthcare not to allow retaliation for reports of misconduct by others made in good faith by employees. As detailed in Pure Healthcare’ Policy on Compliance Reporting and Non-Retaliation, Pure Infusion Suites strictly prohibits retaliation of any kind against any person reporting in good faith possible violations of law, ethics or this Code.
All directors, officers and employees will be held accountable for their adherence to the Code. Failure to observe the terms of the Code may result in disciplinary action, up to and including termination of employment. Violations of the Code may also constitute violations of law and may result in civil and criminal penalties.
Compliance With This Code
As evidence of compliance with this Code, all directors, officers and employees will sign an annual attestation that they have received and read this Code.
Pure Healthcare, through its Board of Directors or Chief Compliance Officer, as applicable, may waive provisions of this Code in appropriate circumstances, provided that any waiver that involves the directors or executive officers may be made only by the Board of Directors.