Doctor On Demand, Inc. (“Doctor On Demand”) has adopted this Code of Conduct & Business Ethics (“Code”) regarding interactions with patients, healthcare professionals (“HCP”) and our business conduct within the industry generally. All interactions between Doctor On Demand and patients and HCPs must be carried out in a responsible, ethical, professional and legal manner. This Code describes the fundamental principles and standards to which all individuals must adhere, including board members, officers, employees, contractors, and agents (referred to in this Code of Conduct as “Company Representatives”). This Code sets a minimum standard. Laws and industry guidance that set higher standards, or more specific conditions, take precedence over this Code.
Doctor On Demand will ensure that all Company Representatives are appropriately trained on the requirements of this Code. Doctor On Demand also will develop, implement and maintain a Corporate Compliance Program and other written Compliance Program Policies and Procedures that are consistent with this Code. Any conduct that violates this Code is prohibited. Compliance with this Code and related policies is mandatory. Violations can have serious consequences for Doctor On Demand and for Company Representatives. This Code incorporates principles set out in:
GENERAL POLICY STATEMENT Doctor On Demand’s reputation is attained through our individual business conduct. Integrity is central to our business success. Doctor On Demand is committed to conducting its business ethically and in compliance with all applicable laws, regulations, guidelines and Doctor On Demand policies in each geographical location and in each job function. Employees are expected to be proactive by acting legally and with adherence to our values and behaviors in a way that will merit the continued trust and confidence of the public. Every Company Representative of Doctor On Demand must:
- Conduct his/her responsibilities in compliance with this Code;
- Comply with Doctor On Demand’s Corporate Compliance Program and any written policies, procedures and other guidelines;
- Protect Doctor On Demand’s reputation by actively supporting ethical behavior;
- Promptly report any potential or actual non-compliance; and
- Fully and honestly cooperate in any investigation of alleged violation of this Code or Doctor On Demand’s Compliance Program Policies and Procedures.
DOCTOR ON DEMAND’S CORPORATE COMPLIANCE PROGRAM
Doctor On Demand is committed to conducting its business in compliance with the Federal and state laws, regulations and other requirements that govern our operations. Doctor On Demand provides resources to assist every individual within the Company, as well as our agents and vendors, to act in a legal and ethical manner.
Reporting Potential Violations
To encourage a workplace culture that keeps each Corporate Representative accountable to each other, Doctor On Demand provides several methods for individuals to make reports in an anonymous manner. These include a Compliance Hotline and other forms of confidential communication. Our policy is to ensure the all good faith reports of misconduct or noncompliance are immediately investigated. Doctor On Demand has a strict non-retaliation policy to protect Doctor On Demand Representatives who raise concerns in good faith. No action of reprisal or retaliation will be taken against any Doctor On Demand Representative for reporting a compliance concern or asking a question regarding our Compliance Program. Calls to the hotline or other types of reporting do not protect individuals from appropriate disciplinary action regarding their own performance or conduct.
Training and Education
The proper education and training of Company Representatives is a significant element of an effective compliance program. Doctor On Demand is committed to the education of its Company Representatives on issues related to corporate compliance. As such, Doctor On Demand has developed a training program that consists of compliance training to new hires and general training to all Company Representatives, and specific training sessions designed to target particular issues that only impact certain Company Representatives at Doctor On Demand. Attention to training and compliance will be an integral part of the Company Representative evaluation process. Failure to comply with training and compliance requirements will result in disciplinary action, including possible termination.
HEALTH CARE LAWS AND REGULATORY REQUIREMENTS
Doctor On Demand is committed to full compliance with all Federal and state laws and regulations applicable to our business, including but not limited to, the Federal Food, Drug and Cosmetic Act; Anti-Kickback Statutes; and patient privacy and confidentiality.
Fraudulent Conduct is Prohibited
Doctor On Demand does not tolerate fraud and is committed to the rigorous investigation of any suspected cases of fraud. Should any Doctor On Demand Representative believe they have good reason to suspect a colleague or other individual is engaged in fraud or an offense involving Doctor On Demand or a serious infringement of the Code, he or she should report such unethical action his or her or supervisor to the CCO.
Doctor On Demand respects the confidential nature of patient health information. Therefore, Doctor On Demand must comply with all Federal and state health information privacy and security laws. Generally, unless otherwise permitted or required by law, Doctor On Demand will not disclose patient health information without prior authorization. Doctor On Demand and its business partners will limit the collection of, and access to, personal data to circumstances that are consistent with clinical quality and other specific, legitimate business needs and applicable laws and regulations. All personal data must be treated as confidential unless otherwise required, secured against unauthorized access, and retained only for as long as it is necessary. Doctor On Demand has adopted a number of additional Compliance Program Policies and Procedures addressing privacy issues that may affect its business activities.
Sanctioned/Excluded Individuals and Entities
The Federal government and many state agencies pay for Doctor On Demand’s products. Individuals and/or entities may be excluded, debarred or suspended from participating in Federal or state programs for various reasons, including inappropriate use of Federal or state funds. Doctor On Demand will not knowingly employ or contract with any individual or business which is excluded, debarred or suspended from participating in any government program. Generally:
- Doctor On Demand will screen all Company Representatives against the appropriate Federal and state exclusion lists on a regular basis.
- All Doctor On Demand Company Representatives have a duty to inform Doctor On Demand if their status on an exclusion list changes in any way.
ADVERTISING AND PROMOTION
Advertising and product promotion are activities that are strictly regulated. Company Representatives should understand the basic rules and policies Doctor On Demand follows to ensure compliance with the laws and regulations regarding promotional activities and advertising, including the following general guidelines:
- Promotional material and communications must be accurate, balanced and not misleading in any respect. Claims must be compliant with medical, legal and regulatory standards.
- All promotional material must be reviewed and approved by Doctor On Demand before use.
- All promotional and advertising activities targeted toward patients will be in compliance with laws, regulations and Doctor On Demand Policies and Procedures.
INTERACTIONS WITH HEALTHCARE PROFESSIONALS
Relationships with HCPs are heavily regulated and strictly enforced. An HCP is any individual or entity directly or indirectly involved in the delivery of health care services or items to patients and that can purchase, lease, prescribe, recommend, use or arrange for the purchase, lease or use of Doctor On Demand’s products or services. Doctor On Demand’s interactions with healthcare professionals, organizations and other authorities must be made in compliance with applicable laws, regulations, and Doctor On Demand Compliance Policies and Procedures. Our general policy can be expressed in two main points:
- Doctor On Demand or its Representatives may not condition a financial arrangement or provide free services or grants to HCPs in exchange for any agreement to purchase, order or recommend Doctor On Demand products, or as a reward for high volume.
- Payments to HCPs will only be provided to HCPs in exchange for the provision of services for which there is a legitimate business need and a written agreement that provides for fair market value compensation.
Ethical Business Practices
Doctor On Demand is ethical and trustworthy in all of its business and interpersonal relationships and we are committed to competing fairly with integrity and in compliance with all anti-bribery, anti-trust and fair trade laws.
Doctor On Demand and its Representatives must not offer any payment to public officials, politicians or political parties, either directly or indirectly, in an attempt to influence the behavior of any country’s administration, as required by the U.S. Foreign Corrupt Practices Act.
Doctor On Demand and its Company Representatives must never engage in anti-competitive behavior that could illegally affect pricing or market share or lead to the abuse of a dominant market position. For example, Doctor On Demand Representatives should not agree or attempt to agree with a competitor to artificially set prices or salaries; or divide, restrict, or block market competition.
Respect for Diversity and Workplace Violence or Harassment
Doctor On Demand respects the diversity of people, cultures, and ideas; we are people-focused and recognize our interdependence as one of Doctor On Demand’s core values. We value the unique contributions each individual brings to the workforce.
Doctor On Demand treats its Company Representatives fairly, equally, compassionately and respectfully. We expect the same behavior from our Representatives and business partners. Doctor On Demand will not tolerate any form of harassment or discriminatory practice.
Violence, threats, harassment, intimidation and other disruptive behavior in our workplace will not be tolerated. Company Representatives that commit acts of violence or harassment may be removed from the premises and may be subject to disciplinary action, criminal penalties, or both.
Workplace Health and Safety
Doctor On Demand requires its Company Representatives to be free of any measurable amounts of illegal drugs or alcohol in the workplace.
To protect the well-being of all Company Representatives and to maintain safe working conditions, all Representatives on Doctor On Demand premises must comply with workplace safety practices and promptly report any accidents. It is the responsibility of each individual to understand and comply with environmental, health and safety laws, regulations and policies relevant to your work.
Conflicts of Interest
Company Representatives must avoid any circumstances in which their personal interests create a conflict of interest with Doctor On Demand’s corporate interests or affect their ability to make good judgments consistent with their duty to Doctor On Demand.
Conflict of interest issues typically arise in these settings:
- Receiving gifts or favors from a customer or supplier;
- Participating in activities that compete with our organization;
- Allowing family or personal relationships to influence your business judgment; and
- Giving or offering gifts or favors to government employees.
We believe that all Doctor On Demand Representatives owe a duty of loyalty to Doctor On Demand. Therefore, Doctor On Demand Representatives must always abstain from engaging in activities that have the potential to be misinterpreted if publicly disclosed or where issues of actual or potential conflicts of interest could arise. Directors and officers must disclose any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest.
Doctor On Demand and its Representatives, in communications with the investment community, are committed to providing judicious, accurate and balanced disclosure of material information regarding Doctor On Demand’s activities and achievements. Disclosures must be consistent with applicable legal and regulatory requirements.
While the right to free speech is at the core of our political system, the right to make political contributions and lobby government officials is heavily regulated by Federal and state laws. It is important to keep separate personal political activities from Doctor On Demand activities.
The rules regarding political activity can be summarized as follows:
- We recognize Company Representatives’ right to vote and be politically active on their own behalf, on their own time and using their own resources;
- Only Doctor On Demand’s designated representatives may speak on the organization’s behalf about politics, provided that the CCO has given prior written approval;
- Doctor On Demand’s funds or resources will never be used for political activities, even if those funds are reimbursed; and
- Company Representatives should never feel pressured to make a political contribution or to vote in a certain way by anyone working for Doctor On Demand or on its behalf.
SUMMARY OF COMPLIANCE PRINCIPLES
All Doctor On Demand Representatives must abide by the letter and spirit of all applicable laws and regulations. Doctor On Demand Representatives must adhere to the highest ethical standards of conduct in all business activities. Doctor On Demand promotes relationships based on mutual trust and respect and provides an environment in which Doctor On Demand Representatives may question a practice without fear of adverse consequences. Doctor On Demand expects all of its Representatives to adhere to the Code in their dealings. The Code and Compliance Program are intended to establish a framework for legal and ethical conduct by Doctor On Demand and its Representatives. It is intended to reflect collective good judgment and common sense and it is intended to enhance our culture of compliance.
Doctor On Demand Representatives have a responsibility to bring compliance concerns to the attention of their manager or the CCO. A Company Representative who has a question regarding the application or interpretation of the Code, laws and regulations or the Compliance Program Policies and Procedures should use the resources and procedures specified in the Corporate Compliance Program.