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Index:
Purpose and Introduction
Principle 1: Legal Compliance
Principle 2: Business Ethics
Principle 3: Confidentiality
Principle 4: Conflicts of Interest
Principle 5: Business Relationships
Principle 6: Protection of Assets
Administration and Application of this Code of Conduct
This Code of Conduct has been adopted by the University’s Board of Trustees on April 13, 2000 to provide standards by which trustees, officers, faculty, employees, agents and students of the University (hereinafter collectively referred to as “Members of the University Community”) will conduct themselves in order to protect and promote organization-wide integrity and to enhance the University’s ability to achieve the organization’s mission.
Introduction
The Code of Conduct contains Principles articulating the policy of the organization and Standards, which are intended to provide additional guidance to persons functioning in managerial or administrative capacities. The Principles set forth in this Code of Conduct shall be distributed periodically to all Members of the University Community. The Principles and Standards shall be distributed annually to trustees, officers, selected employees, agents and faculty having administrative or managerial responsibilities. All Members of the University Community are responsible to ensure that their behavior and activity is consistent with the Code of Conduct as well as University policies and procedures, and applicable federal, state and local laws and regulations, including Medicare and Medicaid requirements (hereinafter collectively referred to as “Applicable Rules”).
As used in this Code of Conduct, the term “The University” means the Philadelphia Health and Education Corporation d/b/a Drexel University Health Sciences University and each of its divisions, subsidiaries, and operating or business units. The “officer,” “faculty,” “trustee,” “employee,” “agent” and “student,” include any person who fills such a role or provides services on behalf of the University or any of its schools, divisions, subsidiaries, or operating or business units. The term “student” refers to all undergraduate and graduate students and research fellows enrolled in University programs in the study of medicine and other health care-related studies, and to all interns, residents and clinical fellows participating in graduate medical education programs.
The University will strive to ensure that all activity by or on behalf of the organization is in compliance with Applicable Rules. The following Standards are intended to provide guidance to Members of the University Community to assist them in their obligation to comply with Applicable Rules. These standards are neither exclusive nor complete. Members of the University Community are required to comply with all Applicable Rules, whether or not specifically addressed in these policies. If questions arise regarding the existence, interpretation, or application of any law, they should be directed to the Chief Compliance Officer (“CCO”) or Office of General Counsel (“University Counsel”).
Standard 1.1 - Antitrust
All Members of the University Community must comply with applicable antitrust and similar laws which regulate competition. Examples of conduct prohibited by the laws include: (1) agreements to fix prices, bid rigging, and collusion (including price sharing) with competitors; (2) boycotts, certain exclusive dealing and price discrimination agreements; and (3) unfair trade practices including bribery, misappropriation of trade secrets, deception, intimidation, and similar unfair practices. Members of the University Community are expected to seek advice from the CCO or University Counsel when confronted with business decisions involving a risk of violation of the antitrust laws.
Standard 1.2 - Tax
As a nonprofit entity, the University has a legal and ethical obligation to act in compliance with applicable laws, to engage in activities in furtherance of its charitable purpose, and to ensure that its resources are used in a manner which furthers the public good rather than the private or personal interests of any individual. Consequently, the University and Members of the University Community will avoid compensation arrangements in excess of fair market value, will accurately report payments to appropriate taxing authorities, and will file all tax and information returns in a manner consistent with applicable laws.
Standard 1.3 - Fraud and Abuse
The University expects Members of the University Community to refrain from conduct which may violate the fraud and abuse laws. These laws prohibit: (1) direct, indirect or disguised payments in exchange for the referral of patients; (2) the submission of false, fraudulent or misleading claims to any government entity or third party payor, including claims for services not rendered, claims which characterize the service differently than the service actually rendered, or claims which do not otherwise comply with applicable program or contractual requirements; and (3) making false representations to any person or entity in order to gain or retain participation in a program or to obtain payment for any service. (For additional guidance, please refer to the various University Fraud and Abuse Compliance Policies.)
Standard 1.4 - Lobbying/Political Activity
The University expects each Member of the University Community to refrain from engaging in activity which may jeopardize the tax exempt status of the organization, including a variety of lobbying and political activities.
1. No individual may make any agreement to contribute any money, property or services of any Member of the University Community at the University’s expense to any political candidate, party, organization, committee, or individual in violation of any applicable rule. Members of the University Community may personally participate in and contribute to political organizations or campaigns, but they must do so as individuals, not as representatives of the University, and they must use their own funds.
2. Where its experience may be helpful, the University may publicly offer recommendations concerning legislation or regulations being considered. In addition, it may analyze and take public positions on issues that have a relationship to the operations of the University when the University’s experience contributes to the understanding of such issues.
3. The University has many contacts and dealings with governmental bodies and officials. All such contacts and transactions shall be conducted in an honest and ethical manner in accordance with Applicable Rules. Any attempt to influence the decision-making process of governmental bodies or officials by an offer of any benefit is absolutely prohibited. Any requests or demands by any governmental representative for any benefit should be immediately reported to the CCO or University Counsel.
Standard 1.5 - Environmental
It is the policy of the University to manage and operate its business in the manner which respects our environment and conserves natural resources. Members of the University Community will strive to utilize resources appropriately and efficiently, to recycle where possible and otherwise handle all hazardous materials and dispose of all waste in accordance with applicable laws and regulations, and to work cooperatively with the appropriate authorities to remedy any environmental contamination for which the University may be responsible.
Standard 1.6 - Discrimination
The University believes that the fair and equitable treatment of Members of the University Community, patients, and other persons is critical to fulfilling its vision and goals.
It is a policy of the University to provide its services without regard to the race, color, religion, sex, ethnic origin, age, or disability of such person, or any other classification prohibited by law.
It is a policy of the University to recruit, hire, train, promote, assign, transfer, layoff, recall, and terminate Members of the University Community based on their own ability, achievement, experience and conduct without regard to race, color, religion, sex, ethnic origin, age, disability, or any other classification prohibited by law.
No form of harassment or discrimination on the basis of sex, race, color, disability, age, religion or ethnic origin, disability, or any other classification prohibited by law will be permitted. Each allegation of harassment or discrimination will be promptly investigated in accordance with applicable human resource policies. [top]
In furtherance of the University’s commitment to the highest standards of business ethics and integrity, Members of the University Community will accurately and honestly represent the University and will not engage in any activity or scheme intended to defraud anyone of money, property, or honest services.
The Standards set forth below are designed to provide guidance to ensure that the University’s business activities reflect the highest standards of business ethics and integrity. The conduct of Members of the University Community not specifically addressed by these standards must be consistent with Principle 2.
Standard 2.1 - Honest Communication
The University requires candor, honesty, and cooperation from individuals in the performance of their responsibilities and in communication with our attorneys and auditors. No member of the University committee shall make false or misleading statements to any patient, person or entity doing business with the University about other patients, persons, or entities doing business or competing with the University, or about the products or services of the University or its competitors.
Standard 2.2 - Misappropriation of Proprietary Information
Members of the University Community shall not misappropriate confidential or proprietary information belonging to another person or entity nor utilize any publication, document, computer program, information, or product in violation of a third party’s interest in such product. All Members of the University Community are responsible to ensure they do not improperly copy for their own use documents or computer programs in violation of applicable copyright laws or licensing agreements. Members of the University Community shall not utilize confidential business or scientific information obtained from competitors or other parties, including customers’ lists, price lists, contracts or other information in violation of a covenant not to compete, prior employment agreements, non-disclosure or confidentiality agreements, or in any other manner likely to provide an unfair competitive advantage to the University.
Standard 2.3 - Fraud and Abuse (See Standard 1.3 above)
All Members of the University Community shall strive to maintain the confidentiality of patient and other confidential information in accordance with applicable legal and ethical standards.
Members of the University Community are in possession of and have access to a broad variety of confidential, sensitive and proprietary information, the inappropriate release of which could be injurious to individuals, affiliated institutions and parties with which the University does business, and the University itself. Each Member of the University Community has an obligation to actively protect and safeguard confidential, sensitive and proprietary information in a manner designed to prevent the unauthorized disclosure of information.
Standard 3.1 - Patient Information
All Members of the University Community have an obligation to conduct themselves in accordance with the principle of maintaining the confidentiality of patient information in accordance with all Applicable Rules. Members of the University Community shall refrain from revealing any personal or confidential information concerning patients unless supported by legitimate business or patient care purposes. If questions arise regarding an obligation to maintain the confidentiality of information or the appropriateness of releasing information, Members of the University Community should seek guidance from business unit management, the CCO, or University Counsel.
Standard 3.2 - Proprietary Information
Information, ideas and intellectual property assets of the University are important to organizational success. Information pertaining to the University’s competitive position or business strategies, payment and reimbursement information, and information relating to negotiations with Members of the University Community or third parties should be protected and shared only with Members of the University Community having a need to know such information in order to perform their job responsibilities. Members of the University Community should exercise care to ensure that intellectual property rights, including patents, trademarks, copyrights, and software, is carefully maintained and managed to preserve and protect its value.
Standard 3.3 - Personnel Actions/Decisions
Salary, benefit and other personal information relating to Members of the University Community shall be treated as confidential. Student educational records will be maintained in accordance with applicable law. Personnel files, payroll information, disciplinary matters, and similar information shall be maintained in a manner designed to ensure confidentiality in accordance with applicable laws. Members of the University Community will exercise due care to prevent the release or sharing of information beyond those persons who may need such information to fulfill their job function. [top]
All Members of the University Community owe a duty of undivided and unqualified loyalty to the organization and may not use their positions to profit personally or to assist others in profiting in any way at the expense of the organization. (Please refer to the University’s Conflict of Interest and Commitment Policy for further guidance.)
All Applicable Members of the University Community (as that term is defined in the University’s Conflict of Interest and Commitment Policy) (“Applicable Member”) are expected to regulate their activities so as to avoid actual impropriety and/or the appearance of impropriety which might arise from the influence of those activities on business decisions of the University, or from disclosure or private use of business affairs or plans of the University.
Applicable Members must disclose any conflict of interest in the annual Conflict of Interest Statement. If any person is in doubt about whether a situation constitutes a conflict of interest, the matter should be fully disclosed to that person’s supervisor or the CCO so that a determination can be made. Violation of this policy will result in appropriate disciplinary action up to an including termination of employment, cessation of business with a vendor, and other appropriate remedies.
Standard 4.1 - Outside Financial Interests
While not all inclusive, the following will serve as a guide to the types of activities by an Applicable Member, or immediate family member (spouse, parents, children, siblings) of such person, which might cause conflicts of interest:
1. Financial and ownership interests in or employment by any outside concern which does business with the University. “Ownership interests” include interests in a partnership in which the Applicable Member has more than a 5% ownership interest (including spouse and children) in a partnership. For purposes of this policy, an Applicable Member is not deemed to hold any ownership interest in a publicly-held corporation if his/her only interest in that corporation is an equity (stock) ownership of 5% or less (including spouse and children) of any class of that corporation’s securities. The University may, following a review of the relevant facts, permit ownership interests which exceed these amounts if management concludes such ownership interests will not adversely impact the University’s business interest or the judgment of the Applicable Member.
2. The University considers a significant financial interest to be anything of monetary value including equity interest. An equity interest when aggregated for the Applicable Member and the Applicable Member’s spouse and dependent children must not exceed $10,000 in value and must not represent more than a 5% ownership interest in a single entity. Salary, royalties, or other payments when aggregated for the Applicable Member and the Applicable Member’s spouse and dependent children are not to exceed $10,000 in a twelve-month period.
3. Conduct of any business not on behalf of the University, with any vendor, supplier, contractor, or agency, or any of their officers or agents.
4. Representation of the University by an Applicable Member in any transaction in which (s)he or an immediate family member has a substantial personal interest.
5. Disclosure or use of confidential, special or inside information of or about the University, particularly for the personal profit or advantage of the Applicable Member or an immediate family member.
6. Competition with the University by an Applicable Member, directly or indirectly, in the purchase, sale or ownership of property or property rights or interests, or business investment opportunities.
7. Disclosure of any personal activity or business opportunity which is within the scope of the activities of the University and exploitation of such opportunity, except upon written approval of the President.
8. Participation in a transaction with the University for personal profit except upon the written approval of the President, which approval should be disclosed in the Conflict of Interest Statement.
Standard 4.2 - Services for Competitors/Vendors
No Applicable Member shall perform work or render services for any competitor of the University or for any organization with which the University does business or which seeks to do business with the University outside of the normal course of his/her employment with the University without the approval of the CCO or the Applicable Member’s supervisor. Nor shall any such Applicable Member be a trustee, officer, or consultant of such an organization, nor permit his/her name to be used in any fashion that would tend to indicate a business connection with such organization.
Standard 4.3 - Participation on Boards of Directors or Trustees
1. An Applicable Member must obtain approval from his/her supervisor prior to serving as a member of the Board of Directors or Trustees of any organization whose interests may conflict with those of the University.
2. An Applicable Member who is asked, or who seeks to serve on the Board of Directors or Trustees of any organization whose interest would not impact the University (for example, civic, charitable, fraternal and so forth) will not be required to obtain such approval.
3. All fees/compensation (other than reimbursement for expenses arising from Board participation) that are received for Board services provided during normal work time shall be paid directly to the University.
4. The University retains the right to prohibit membership on any Board of Directors or Trustees where such membership might conflict with the best interest of the University.
Standard 4.4 - Honoraria
Members of the University Community, with the permission of their supervisor, are encouraged to participate as faculty and speakers at educational programs and functions. However, any honoraria in excess of One Thousand Dollars ($1,000.00) shall be turned over to the University unless the Member of the University Community authorized time off to attend the program or that portion of the program for which the honoraria is paid. [top]
Business transactions with vendors, contractors and other third parties shall be transacted free from offers or solicitation of gifts and favors or other improper inducements in exchange for influence or assistance in a transaction.
The Standards set forth below are intended to guide Members of the University Community in determining the appropriateness of the listed activities or behaviors within the context of the University’s business relationships, including relationships with vendors, providers, contractors, third party payors, and government entities. It is the intent of the University that this policy be construed broadly to avoid even the appearance of improper activity. If there is any doubt or concern about whether specific conduct or activities are ethical or otherwise appropriate, you should contact the CCO or University Counsel.
Standard 5.1 - Gifts and Gratuities
It is the University’s desire to at all times preserve and protect its reputation and to avoid the appearance of impropriety through implementation of the following standards:
1. Gifts from Patients. Members of the University Community are prohibited from soliciting tips, personal gratuities, or gifts from patients and from accepting monetary tips or gratuities. Members of the University Community may accept gratuities and gifts of a nominal value from patients. If a patient or another individual wishes to present a monetary gift, (s)he should be referred to the appropriate business unit development office.
2. Gifts Influencing Decision-making. Members of the University Community shall not accept gifts, favors, services, entertainment, or other things of value to the extent that decision-making or actions affecting the University might be influenced. Similarly, the offer or giving of money, services or other things of value with the expectation of influencing the judgment or decision-making process of any purchaser, supplier, customer, government official or other person by the University is absolutely prohibited. Any such conduct must be reported immediately either to the CCO or to University Counsel.
3. Gifts From Existing Vendors. Members of the University Community may retain gifts from vendors which have a nominal value. (The University has made no attempt to define “nominal” as a specific dollar value. Rather, the University expects Members of the University Community to exercise good judgment and discretion in accepting gifts). If a Member of the University Community has any concern as to whether a gift should be accepted, that person should consult with his/her supervisor. To the extent possible, these gifts should be shared with the employee’s co-workers. Members of the University Community shall not accept excessive gifts, meals, expensive entertainment, or other offers of goods or services which have more than a nominal value nor may they solicit gifts from vendors, suppliers, contractors, or other persons.
4. Vendor Sponsored Entertainment. At a vendor’s invitation, an individual may accept meals or refreshments at the vendor’s expense. Occasional attendance at a local theater or sporting event, or similar entertainment at vendor expense may also be accepted. In most circumstances, a regular business representative of the vendor should be in attendance with the Member of the University Community. Nothing in this policy shall prohibit a business unit or supervisor from establishing stricter rules relating to the acceptance of gifts, gratuities or other things of value from vendors.
Standard 5.2 - Workshops, Seminars and Training Sessions
Attendance at local, vendor-sponsored workshops, seminars, and training sessions is permitted. Attendance, at vendor expense, at out-of-town seminars, workshops, and training sessions is permitted only with the approval of an employee’s supervisor.
Standard 5.3 - Contracting
Members of the University Community may not utilize “insider” information for any business activity conducted by or on behalf of the University. All business relations with contractors must be conducted at arm’s length both in fact and in appearance and in compliance with University policies and procedures. Members of the University Community must disclose personal relationships and business activities with contractor personnel which may be construed by an impartial observer as influencing the Member’s performance or duties. Members of the University Community have a responsibility to obtain clarification from management employees on questionable issues which may arise and to comply, where applicable, with the University’s conflict of interest policy.
Standard 5.4 - Business Inducements
Members of the University Community shall not seek to gain any advantage through the improper use of payments, business courtesies, or other inducements. Offering, giving, soliciting, or receiving any form of bribe or other improper payment is prohibited.
Appropriate commissions, rebates, discounts, and allowances are customary and acceptable business inducements provided that they are approved by the University management and that they do not constitute illegal or unethical payments. Any such payments must be reasonable in value, competitively justified, properly documented, and made to the business entity to which the original agreement or invoice was made or issued. Such payments should not be made to individual Members of the University Community or agents of business entities.
In addition, Members of the University Community may provide gifts, entertainment, and meals of nominal value to University customers, current and prospective business partners, and other persons when such activities have a legitimate business purpose, and are reasonable and consistent with all applicable laws. [top]
All Members of the University Community will strive to preserve and protect the University’s assets by making prudent and effective use of University resources and properly and accurately reporting its financial condition.
The Standards set forth below are intended to guide Members of the University Community by articulating the University’s expectations as they relate to activities or behaviors which may impact the University’s financial health or which reflect a reasonable and appropriate use of the assets of a nonprofit entity.
Standard 6.1 - Internal Control
The University has established control standards and procedures to ensure that assets are protected and properly used and that financial records and reports are accurate and reliable. All Members of the University Community share the responsibility for maintaining and complying with required internal controls.
Standard 6.2 - Financial Reporting
All financial reports, accounting records, research reports, expense accounts, time sheets, and other documents must accurately and clearly represent the relevant facts or the true nature of a transaction. Improper or fraudulent accounting, documentation, or financial reporting is contrary to the policy of the University and may be in violation of applicable laws.
Standard 6.3 - Travel and Entertainment
Travel and entertainment expenses should be consistent with each Member of the University Community’s job responsibility and the University’s needs and resources. It is the University’s policy that a Member of the University Community should not suffer a financial loss or a financial gain as a result of business travel and entertainment. Members of the University Community are expected to exercise reasonable judgement in the use of the University’s assets and to spend the University’s assets as carefully as they would spend their own. Members of the University Community must also comply with University policies relating to travel and entertainment expenses.
Standard 6.4 - Personal Use of University Assets
No Member of the University Community shall convert assets of the University to personal use. All University property shall be used and business shall be conducted in a manner designed to further the University’s interest rather than the personal interest of individual Members of the University Community. Members of the University Community are prohibited from the unauthorized use or taking of the University’s equipment, supplies, materials, or services. Prior to engaging in any activity during working hours which will result in remuneration to Members of the University Community or the use of the University’s equipment, supplies, materials, or services for personal or non-work related purposes, Members of the University Community shall obtain the approval of the appropriate business unit or other management of the University.
The University expects each person to whom this Code of Conduct applies to abide by the Principles and Standards set forth herein and to conduct the business and affairs of the University in a manner consistent with the general statement of principles set forth herein. As part of this responsibility, all Members of the University Community are expected to report any activity or practice that may violate Applicable Rules to their supervisor, the CCO, University Counsel, or the Confidential Hotline. Failure to abide by this Code of Conduct or the guidelines for behavior which the Code of Conduct represents may lead to disciplinary action. For alleged violations of the Code of Conduct, the University will weigh relevant facts and circumstances, including, but not limited to, the extent to which the behavior was contrary to the express language or general intent of the Code of Conduct, the egregiousness of the behavior, the employee’s history with the University, and other factors which the University deems relevant. Discipline for failure to abide by the Code of Conduct may, in the University’s discretion, range from oral correction to termination. In the event that an employee or agent is covered by the terms of a collective bargaining agreement, discipline shall be in accordance with the provisions of the collective bargaining agreement.
Nothing in this Code of Conduct is intended to or shall be construed as providing any additional employment or contract rights to any Member of the University Community.
While the University will generally attempt to communicate changes concurrent with or prior to the implementation of such changes, the University reserves the right to modify, amend or alter the Code of Conduct without notice to any Member of the University Community. [top] |