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v

LIVE

OUR

MISSION

KNOW

OUR

STANDARDS PROMEDICA’S STANDARDS OF CONDUCT

LETTER FROM THE

PRESIDENT ProMedica is a mission-driven, community-based, non-profit organization with a vision to create communities where all individuals reach their highest potential for health. At ProMedica, we hold each other and ourselves accountable for meeting expectations to ensure we live up to our Mission and Values. Our Mission – to improve your health and well-being – is our driving force. Our commitment to our values guide us in the way we pursue our goals, tackle challenges, and find answers to the difficult questions that arise for a company doing business in the dynamic and complex healthcare field. As a health care organization, we have an obligation to our patients to enable ethical decision-making and create an environment of respect. Each day we make an effort to conduct ourselves in an ethical fashion; we are all accountable for the decisions we make and actions we take.

The Standards of Conduct is a declaration of our expectations regarding ethics and integrity in the workplace. The policies provide clear, practical guidance on how we can live our core values — compassion, innovation, teamwork, and excellence. We are all expected to know and comply with the Standards and any policies related to our specific job function. We ask that you be informed, accountable, and actively engaged as one of our caregivers, whether you provide direct bedside care or indirectly support those who do. Our Standards of Conduct serve as a guide for everyone at ProMedica, and establishes our legal and ethical standards of behavior and business practices. We encourage you to read these Standards and use the numerous resources provided throughout this document anytime you are unsure about the right thing to do.

Should you have any questions regarding the Standards of Conduct, or ethical concerns regarding any situation at ProMedica, please contact your supervisor, your Regional Compliance Officer, or the Compliance Department. If you wish to remain anonymous, you may call the Compliance Hotline at 419-824-1815 in the metro-Toledo area or 1-800-807-2693.

Randy Oostra

Chief Executive Officer President

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OUR MISSION To improve your health and well-being

When we live by our Mission and Values,

we create an environment centered on our patients.

Realizing our patients and members come first,

we are humbly committed to serving the calling

of our collective professions.

If we do not directly serve patients,

our job is to serve those who do;

in this sense, we are all caregivers.

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GUIDING

PRINCIPLES CLINICAL EXCELLENCE We strive to build and maintain a culture of safety, clinical excellence, and exceptional patient experiences

SOCIAL DETERMINANTS We have an obligation not only to advance the clinical care we provide, but also to focus on those societal factors that influence our health and well-being, like hunger and mental health

ECONOMIC DEVELOPMENT We will ensure the health of our communities, create jobs, and safeguard a sustainable future for ProMedica

HEALTHCARE INNOVATION We invest in new technologies and start-ups that enhance care for future generations while creating jobs and revenue

EDUCATION We seek academic partners to help the next generation

of care givers learn how to succeed in our future

healthcare environment

VALUES COMPASSION We act with respect integrity, and dignity; each of us is a caregiver, our actions, words, and tone let other know we truly care

INNOVATION We continually search to find a better way forward. Changes enable us to deliver high-quality care and best possible outcomes

TEAMWORK We are an inclusive team of diverse and unique individuals who collaborate to meet the ongoing needs of our patients and communities. We are better together than apart

EXCELLENCE We strive to be the best in all we do; we value lifelong learning, practice continuous improvement and provide exceptional service in living our Mission to improve your health and well-being

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HOW WE GUIDE

OUR ACTIONS

PURPOSE

At ProMedica, we are proud of the

values that drive our success.

These values shape an

environment and culture that

nurtures the highest standards in

business ethics and personal

integrity. These same ethics and

values are displayed in our

commitment to excellence in the

services we provide. We have

reached an exemplary level of

corporate citizenship that is

benchmark within health care. It is

imperative as individuals we

understand and adhere to these

principles and values to protect

ProMedica’s integrity and welfare.

If you are unsure what to do in a

situation, you have support. Please

speak with your manager or

Regional Compliance Officer about

your concerns.

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POLICY

Exactly what constitutes an unethical

business practice is both a moral and legal

question. ProMedica recognizes and respects

the right of each person covered by this

policy to engage in activities that are private

in nature and do not in any way conflict with

or reflect poorly on ProMedica. ProMedica

reserves the right, however, to determine

when any activity represents a conflict with

ProMedica’s interest and to take whatever

action is necessary to resolve the situation.

SCOPE

The Standards of Conduct (SOC) is designed

to address all business activities,

relationships, and affiliations within

ProMedica. They are in no way intended to

interfere with the provider/patient

relationship. Providers are expected to act in

the best interest of their patients in

providing medical care.

PROCEDURE

In order to achieve the above objectives,

ProMedica has developed SOC. These

standards apply to all ProMedica board

members, associated physicians, and

employees. These standards are described in

the four SOC and certification statements for

board members, physician (employed and

non-employed), and employees. Members of

each of these categories are expected to

certify their compliance with the accepted

standards.

Responsibility for administration of this

policy is shared by the Governance Office,

Human Resources, (“H/R”), the Chief

Medical Officer (“CMO”), the Office of the

General Counsel, the Audit and Compliance

department, and all of ProMedica

leadership. Specific responsibilities are

defined by certifying groups below:

CERTIFICATION

All employees (other than physician

employees) must sign the Employee

Certification Statement prior to beginning

their employment with ProMedica. Annually,

at a minimum, all salaried employees (other

than physician employees) must sign an

Employee Certification Statement.

All physicians employed by ProMedica will

be given a copy of the appropriate Physician

SOC and the Certification Statement for

completion/signature upon initiation of

his/her association with ProMedica.

Annually thereafter all employed physicians

will re-certify by completing the Certification

Statement within the timeframe specified.

Each non-employed physician associated

with ProMedica will be given a copy of the

Physician SOC and the Certification

Statement upon initiation of his/her

association/contract with ProMedica. Each

physician must sign a Physician Certification

Statement upon initiation and renewal of

his/her association/contract with

ProMedica.

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STANDARDS

All persons covered by this policy must also promptly

report a violation or suspected violation of law or the

Compliance Program. Any form of retaliation against

any employee who reports a perceived problem or

concern in good faith is strictly prohibited. All

Physicians are required to disclose any activities,

associations, or interests that may conflict with this

policy in an effort to resolve the situation(s) in an

effective, timely manner that is in the best interest of

ProMedica.

While it is not possible to define all the various

circumstances and relationships that would be

“unethical”, the following guidelines should provide a

good understanding.

Compliance with Laws and Regulations

The compliance with all federal, state, and local laws is

of the utmost importance to ProMedica’s continued

success. ProMedica is committed to complying with all

applicable laws.

While it is not practical to attempt to list all laws to

which ProMedica is subject, it is obvious that neither

ProMedica nor any Employee should participate in any

fraudulent or deceptive activities toward:

ProMedica

Patients

Insureds

Suppliers

Contractors

Anyone else with whom ProMedica has

business associations

To that end, ProMedica has implemented a Corporate

Compliance Program, with which all Employees must

comply. Any Employee who becomes aware, directly

or indirectly, of any instance violating the Compliance

Program, must promptly report the situation to his or

her department Director or Manager, the ProMedica

Compliance Department, or call the Compliance

Hotline at 419-824-1815 or 800-807-2693. Detailed

requests for information regarding the Corporate

Compliance Program may be referred to the

Compliance Department.

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Patient Privacy

We respect our patients’ right to privacy. Any

Employee/Physician/Board Member who has

knowledge of or access to any patient’s protected

health information must take necessary steps to

ensure information is not released or disclosed in a

manner that would violate the patient’s rights

under the Health Insurance Portability and

Accountability Act (HIPAA) or under any other

federal or state law. Privacy can be contacted at

419-291-1211.

Improper Influence

Employees/Physician/Board Members shall not

influence, or seek to influence, any person, firm,

customer, or supplier who has, or is likely to have,

business dealings with ProMedica through the

exchange or offer to exchange of cash, gifts,

services, promises or other remuneration in an

attempt to influence their actions related to

ProMedica.

Board Members shall not accept, or seek, any cash

or significant gifts (i.e., with a value in excess of

$75), services, or personal favors from anyone who

has, or is likely to have, business dealings with

ProMedica.

Confidential Information and Trade Secrets

At no time during or after the employee, physician,

or Board Member’s association with ProMedica

may he/she use, disseminate, or disclose to any

person, firm, corporation or other business entity,

any confidential information or trade secret

belonging to any ProMedica organization. A

Physician may use confidential information and

trade secrets of a ProMedica organization only in

the furtherance of and to the extent required to

perform his/her duties to that organization. All

documents, communications and things containing

confidential information or trade secrets belonging

to a ProMedica organization are the property of

that organization.

Campaign and Election Guidelines

ProMedica’s policy with respect to the

nomination or election of candidates to public

office is one of non-partisanship. ProMedica

does not support or take positions as to political

parties or as to the nomination or election of

individual candidates to political office.

ProMedica funds, properties or services shall not

be contributed or used directly or indirectly for

the purposes of influencing the nomination or

election of individual candidates to political

office.

Gifts and Other Benefits

Employees may not accept cash, gifts, products,

services, or loans (monetary, equipment,

supplies, material, etc.) other than those of

nominal value, or have any travel, living, or

entertainment expenses paid for themselves or

members of their households, by any supplier or

any person, firm, or company doing business or

seeking to do business with ProMedica. Such

gifts, if received, must be returned to the

provider/supplier. Infrequent exceptions may be

made for activities such as supplier-sponsored

seminars upon advance written approval by the

Senior Vice-President, the Business Unit Head,

or higher-level management not participating in

the activity.

Speeches, Presentations, and Publications

Honoraria and publication opportunities for

ProMedica employees must be conducted on an

individual’s own time and must not conflict with

his/her job responsibilities. Each opportunity will

be considered on an individual basis and must

have the documented, advance approval of a

business unit president or corporate vice-

president. Under no circumstances may any

information derived from any ProMedica source

be used without advance approval. The

employee is responsible for following each of

the following steps depending on the type of

presentation or publication: See policy SP 1.03

for more details.

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Conflicts of Interest

Employees, physicians, and Board Members are expected to avoid conflicts of interest and/or the appearance

of conflicts of interest, which may arise from their activities related to business decisions of ProMedica. All

conflicts of interest must be disclosed on the appropriate Certification Statement and, if not previously

disclosed, reported immediately to the appropriate personnel.

Employees

o Use Employee Certification Statement

o Report to Business Unit Vice President of Human Resources

Physician

o Use Physician Certification Statement

o Report to Chief Medical Officer of PPG or CMO for ProMedica Health System

Board Member

o Use Board Member Certification Statement

o Report to board chairperson, the CEO, or the General Counsel

While it is not possible to describe, or anticipate, all the circumstances and situations that might involve or

appear to involve a conflict of interest, see policy SP 1.03 for more details. The conduct of Immediate Family

Members shall be considered conduct by the employee, physician, or Board Member.

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KEEP IN MIND AS YOU VIEW THE SCENARIOS

BELOW:

Every case is examined on its own merit.

As you are promoted or change roles at ProMedica, you will have to reexamine your relations

with outside organizations.

SCENARIO 1: EMPLOYED AT MULTIPLE ORGANIZATIONS

A nurse with ProMedica recently accepted a per diem position with another hospital system in the Toledo

area. She will be doing the same job at both locations, but she is worried about the impact working for

the other organization may might have on her ProMedica career.

SCENARIO 2: VENDOR PAID EDUCATION

A vendor is offering to pay an employed physician to attend a continuing education activity at a hotel

conference center. Since this event is off-campus, does the situation qualify as a conflict of interest?

SCENARIO 3: PAID POSITION ON AN ADVISORY BOARD

An employee accepted a paid position on the advisory board for another organization. The employee will

keep both positions. If this does not create a schedule issue is it still a conflict of interest?

KEEP IN MIND

This scenario could constitute a conflict of interest

o Employees may not have any travel, living, or entertainment expense paid for themselves

(or their family) by any supplier or any person, firm, or company doing business or

seeking to do business with ProMedica.

o Infrequent exceptions may be permitted for activities such as this upon advance written

approval by the Senior Vice-President, the Business Unit Head, or higher level of

management not participating in the activity.

KEEP IN MIND

If the nurse is not in a position of influence at either organization, it is likely there is no conflict of

interest.

KEEP IN MIND

Being a member of an advisory board for another organization may conflict with the interests of

ProMedica.

An Employee must obtain approval from the President/CEO of ProMedica prior to serving as a

member of the governing board of any organization whose interest may conflict with the

interests of ProMedica.

A conflict of interest is any relationship that may sway opinion. Act in the

best interest of ProMedica if you are privy to business decisions.

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Q: What is ProMedica Compliance? A: ProMedica Compliance is a department that supports Our ProMedica Mission and helps protect our culture and our reputation by providing resources that help employees make ethical decisions at work. Q: What are ProMedica’s Standards of Conduct? A: The Standards of Conduct is a resource distributed to all employees to help make appropriate decisions at work. The Standards are a brief statement of some of the company’s expectations of how we are all to conduct business. Q: What am I expected to do with the Standards of Conduct? A: Read the Standards carefully and make sure you understand them. If you have any questions or concerns, ask your supervisor, Regional Compliance Officer, or contact Compliance via the Compliance Hotline. Q: Where can I find the Standards of Conduct? A: The Standards of Conduct can be located in the Compliance Resources on myProMedica. Select Our System > Departments > Compliance and Privacy > Resources. Q: What is ProMedica’s Compliance Hotline? A: The Compliance Hotline is a free phone number for reporting issues or raising concerns that involve ethics, legal issues or potential violations of ProMedica’s Compliance Plan, including the Standards of Conduct and our core values. 419-824-1815 or 800-807-2693. Q: May I call the Hotline anonymously? A: Yes. Calls to the Hotline are not traced and are handled in a confidential manner. We encourage callers to provide their names and contact numbers because calls in which the caller does not provide those details can be more difficult to investigate. ProMedica cannot guarantee your anonymity if you identify yourself or give information from which you can be identified, but the Compliance department will take every reasonable precaution to assure the identity of a caller remains as confidential as possible. Q: Can I be retaliated against or victimized for using the Hotline? A: ProMedica does not tolerate retaliation against or the victimization of any employee who raises concerns or questions regarding a potential violation of ProMedica policy that he or she reasonably believes to have occurred. Q: Who is my contact for more information or to obtain policies? A: Contact your supervisor, your Regional Compliance Officer, or the Compliance department via the Compliance Hotline. Q: What is a privacy breach? A: In general, the term ‘breach’ refers to an incident in which unsecured, protected health information (PHI), either electronic or hard copy, has potentially been accessed, stolen, or used by an individual unauthorized to do so, or disposed of in a manner that allows unauthorized access.

FREQUENTLY

ASKED

QUESTIONS

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Q: What are some examples of incidents I should report? A: Reportable instances may include, but are not limited to:

A workforce member that snoops into the electronic records of fellow employee.

A stolen or lost laptop computer or thumb drive containing unencrypted PHI.

Posting patient information on Facebook even in general terms could be a privacy violation. For example, “We had a fifty-year-old male in the ER last night with alcohol-induced liver disease.” It only takes a few clues for someone to identify a patient. Information as little as time and place coupled with a diagnosis could be enough to constitute a privacy violation.

A workforce member who take a cell phone picture of a patient in the ER and transmits the photo to a friend.

A misdirected fax containing PHI sent to a grocery store fax instead of the intended requesting provider’s fax.

Intentional and non-work related access by a workforce member to a family member’s medical record.

Misdirected or unsecured emails Q: How do I report a suspected breach? A: Workforce members are required to report a breach immediately, and not later than 24 hours after discovery of a breach. Reports should be made via the RL6and must include the date and time of the discovery and as much information about the suspected breach as is available. The reporting person is required to cooperate in providing any requested follow-up information whether in writing or orally. Privacy can be reached at 419-824-1211.

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ProMedica associates have a responsibility

to report suspected violations of the

Standards of Conduct. ProMedica is

committed to ensuring that an individual

does not face retaliation for reporting such

concerns. Here is how to report suspected

violations to get help on these issues:

THE PROMEDICA COMPLIANCE

HOTLINE

Reports of suspected violations or concerns

may be made anonymously, where local

laws allow.

However, you are encouraged to identify

yourself when making a report, so that

additional information can be obtained if

needed. Whenever possible and permitted

by law, your identity will be kept strictly

confidential.

PROHIBITING RETALIATION FOR

REPORTING

It takes courage to raise concerns about

actions that may violate or be inconsistent

with our Standards or the law, and

ProMedica recognizes the critical aspect of

its compliance program to ensure an

individual does not face retaliation for

reporting concerns. Prohibited acts of

retaliation include discharge, demotion,

suspension, harassment, threats, or any

other action that discriminates against an

individual who submits a report of suspected

non-compliance. Any employee who

commits or condones any form of retaliation

will be subject to discipline up to, and

including, termination. If you know or

suspect that you or someone you know has

been retaliated against, you should contact

your Regional Compliance Officer, the

System Compliance Officer, or the

Compliance Hotline immediately.

For more information about our prohibition

on retaliation for reporting, please see

policy SP 1.13 regarding Problem Reporting

and Non-Retaliation.

To report a real or suspected

violation of the Standards of

Conduct, the following

individuals and resources are

available:

Your supervisor

Your designated Regional Compliance

Officer

AVP, Compliance

Our Chief Compliance Officer (CCO)

/VP, Audit & Compliance

Our ProMedica Compliance Hotline

ACCESSING THE

COMPLIANCE HOTLINE

To report by telephone, please

dial:

419-824-1815

800-807-2693

OR

REPORTING A

POSSIBLE VIOLATION

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Rachel Burkin

Senior Regional Compliance Officer

567-585-0650

Rachel.Burkin@ProMedica.org

Kris Crandall

Regional Compliance Officer

567-585-6703

Kristy.Crandall@ProMedica.org

Ryan Dolan

Regional Compliance Officer

567-585-0653

Ryan.Dolan@ProMedica.org

Karl Strauss

Regional Compliance Officer

567-585-1795

Karl.Strauss@ProMedica.org

Stella Wohlgamuth

AVP, Compliance

567-585-6706

Stella.Wohlgamuth@ProMedica.org

Vivien Townsend

VP, Audit & Compliance/CCO

567-585-6707

Vivien.Townsend@ProMedica.org

COMPLIANCE

CONTACTS

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