This Code of Business Conduct (the “Code”) is intended to assist all directors, officers and employees of Option Care Enterprises, Inc. and each of its parents, subsidiaries and affiliates (collectively “Option Care”) to maintain the highest standards of ethical conduct in its business affairs.
Honest and Ethical Conduct
Option Care 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.
Conflicts of Interest
Directors, officers and employees have a duty to act in the best interests of Option Care 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 Option Care. 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 Option Care. While not all conflicts of interest are necessarily harmful to Option Care, all apparent conflicts of interest must be identified as soon as possible and promptly disclosed to Option Care’s Compliance Officer for independent review. For more information, see Conflict of Interest Disclosure Policy and Procedure (CCP-045).
Directors, officers and employees owe a duty to Option Care 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 Option Care directly or indirectly. Any use of Option Care property or services that is not solely for the benefit of the Option Care must be approved in advance by Option Care’s 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 Option Care 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 Option Care, or where acceptance of the This document is confidential and proprietary information of Option Care. The continuing effectiveness of any printed copy of this document must be confirmed. Revisions may supersede printed copies. Code of Business Conduct-06/08/2016 Page 2 of 4 ©2015 Option Care. All rights reserved. gifts could create the appearance of a conflict of interest. Option Care has set limits on the value and frequency of gifts to and from patients and referral sources. Option Care 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 $10 per occurrence and worth no more than $50 in total annually. Gifts may never be provided to government employees. See the Gift and Entertainment Policy (CCP-035) for additional information.
Laws and Regulations
Our directors, officers and employees must respect and follow all laws and regulations which apply to Option Care 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 Option Care are as follows. As a provider of pharmacy and nursing services, Option Care employees must comply with all relevant state and federal laws governing pharmacy practice, nursing practice, and the handling of controlled substances. Patients, health care providers and other customers entrust the company with the personal health information of the patients Option Care services, and Option Care 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 Option Care are federal health care programs, such as Medicare and Medicaid, and Option Care employees must comply with all relevant laws intended to detect and prevent health care fraud, waste and abuse, including the federal False Claims Act, and similar state laws, and the federal Anti-Kickback Statute.
Financial Reporting and Disclosure
Option Care requires that the information in any of its public communications be accurate and understandable. All directors, officers and employees who are involved in Option Care’s disclosure process, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), are responsible for acting in furtherance of this policy. In particular, these individuals are required to maintain familiarity with the disclosure requirements applicable to Option Care and are prohibited from knowingly misrepresenting, omitting, or causing others to misrepresent or omit, material facts about Option Care to others, whether within or outside Option Care. In addition, any director, officer or employee who has a supervisory role in Option Care’s disclosure process has an obligation to discharge his or her responsibilities diligently. The CEO, CFO, and General Counsel shall promptly bring to the attention of the Audit Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls that could adversely affect Option Care’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in Option Care’s financial reporting, disclosures or internal controls. Option Care’s CEO and CFO are required to establish and manage Option Care’s reporting systems and procedures to ensure that: • Business transactions are properly authorized and accurately recorded on Option Care’s books and records and in accordance with GAAP. • Option Care’s records are maintained in accordance with applicable legal and regulatory requirements and Option Care policy. • Any reporting and communications with the public are communicated in a manner This document is confidential and proprietary information of Option Care. The continuing effectiveness of any printed copy of this document must be confirmed. Revisions may supersede printed copies. Code of Business Conduct-06/08/2016 Page 3 of 4 ©2015 Option Care. All rights reserved. that offers the highest degree of clarity and meaning. • Personnel dealing with the finances of Option Care are informed as to rules and regulations that affect the financial operation of Option Care. • The financial operation of Option Care is monitored as to compliance with any applicable rules and regulations. The CEO and CFO shall promptly bring to the attention of the General Counsel or to the Audit Committee any information he or she may have concerning evidence of a material violation of the laws, rules or regulations applicable to Option Care or the operation of its business, by Option Care or any agent thereof, or of violations of this Code.
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 Option Care’s Policy on Compliance Reporting and Non-Retaliation (CCP-002). 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 Option Care. 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. Option Care 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 Option Care not to allow retaliation for reports of misconduct by others made in good faith by employees. As detailed in Option Care’s Policy on Compliance Reporting and Non-Retaliation (CCP-002), Option Care 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. This document is confidential and proprietary information of Option Care. The continuing effectiveness of any printed copy of this document must be confirmed. Revisions may supersede printed copies. Code of Business Conduct-06/08/2016 Page 4 of 4 ©2015 Option Care. All rights reserved.
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.
Option Care, through its Chief Executive Officer, 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.