the integrity of change of conduct... · neil e . de crescenzo, ceo neil e . de crescenzo, ceo a...

Our Code of Conduct

The Integrity of Change

1 Introduction 3

bull Message from Neil de Crescenzo CEO 3

bull Our Vision Our Values 4

2 We Are Agile 5

bull We Do the Right Thing 5

bull We Rely on Our Code 6

bull We Speak Up 9

3 We Include All 12

bull We Respect All 12

4 We Earn Trust 14

bull We Respect Private Sensitive and Confidential Information 14

bull We Avoid Conflicts of Interest 17

bull We Give and Receive Appropriately 20

5 We Pursue Purpose 22

bull We Use Our Assets Wisely 22

bull We Maintain Accurate Books and Records 25

bull We Follow the Law 28

6 We Champion Innovation 34

bull We Act With Integrity 34

7 Glossary 36

Table of Contents

A Message from our Chief Compliance and Ethics Officer

2Our Code of Conduct Contents

A Message From Our CEO

At Change Healthcare we are committed to upholding the highest standards of business conduct

We do the right thing the right way every day

Together we share responsibility for implementing our standards of business conduct which are set forth in

ldquoThe Integrity of Changerdquo our Change Healthcare Code of Conduct

Compliance is mandatory not optional and all Change Healthcare team members as well as our agents business partners contractors consultants suppliers and vendors should review our Code of Conduct often as a valuable tool to guide their actions

If you are not sure of what action to take help is available Please ask for assistance using the many resources referenced in our Code of Conduct

Additionally if you believe action has been taken or may be taken which may violate our Code of Conduct you are required to ldquoSpeak Uprdquo and report such action There are many ways to ldquoSpeak Uprdquo as outlined in our Code of Conduct including using the Change Healthcare EthicsLine or associated website

To encourage you to ldquoSpeak Uprdquo we do not tolerate retaliation against anyone who in good faith raises a concern regarding a suspected violation of our Code of Conduct or provides information regarding the same Anyone who engages in retaliation will be subject to discipline

Thank you for your commitment to Change Healthcare and for doing the right thing the right way every day

Sincerely yours

Neil E de Crescenzo CEONeil E de Crescenzo CEO


3Contents

Our VisionInspiring a Better Healthcare System

Our Values Our Codeof Conduct

OurCorporate

Policies

OurBusiness

Unit Policies

We are committed to the highest standards of

business conduct

Represents our commitment to conducting business

consistent with our Values

Define how we live our Values in everything we do

Define business unit-specific details for how we live our

Values

Our Values Guide the Way We Think and Act

Our Vision Our Values

Our ValuesOur Values define how we do business and drive us forward with the belief that we can make a difference through what we do and how we do it Living our Values is core to our business success

PursuePurpose

Play Video

Earn Trust

Play Video

Champion Innovation

Play Video

Be Agile

Play Video

Include All

Play Video


We Are Agile 1-866-206-1106 or ChangeHealthcareEthicsLine com

Our Code of Conduct 5Contents

What if the right course of action is not clearUse Good JudgmentOur success depends upon the decisions we make every day All Change Healthcare team members are responsible for understanding the standards of business conduct embodied in our Code of Conduct our policies and legal requirements that apply to their job

Our individual commitment to acting with integrity and doing the right thing the right way every day strengthens our reputation as a trusted business partner

If yoursquore ever unsure about what to do ask yourself the following questions to help determine the best way to proceed

Does it comply with our Code our policies

and legal requirements

Is it consistent with our Values

Is it in the best interests of our stakeholders

Would I be comfortable if

my decision was made public

NO

YES

NO

YES

NO

YES

NO

YES

Not sure Ask for help

No Donrsquot take the action

The action appears appropriate

Take the action

We Do the Right ThingWe do the right thing the right way every day While we work in the complex and ever-changing healthcare industry our commitment to conducting business honestly ethically and in compliance with legal requirements remains constant



What is Our CodeOur Code is a user-friendly resource that helps us make decisions guided by our Values It is a core element of our compliance program and reflects our culture and our commitment to doing the right thing the right way every day

Our Code is a guide to ethical conduct but it cannot address every situation you may encounter Instead it sets out basic standards of business conduct and provides information tools and other resources to help you make ethical decisions Refer to our Code often in your work use sound judgment in all situations and seek guidance if you have questions or are unsure what to do in a particular situation

Our Code Applies to All of UsOur Code applies to everyone at every level of Change Healthcare It applies to team members officers members of our Board of Directors and any third parties who provide services at the direction of Change Healthcare like agents business partners consultants contractors suppliers or vendors

Such third parties can impact Change Healthcarersquos reputation through their behavior For this reason we seek agents business partners consultants contractors suppliers and vendors who share our commitment to integrity ethics and compliance

Our Shared ResponsibilitiesEach of us is responsible for understanding and following our Code our policies and legal requirements We also all share a responsibility to Speak Up about any known or suspected violation of our Code our policies or legal requirements If we fail to Speak Up we will be subject to disciplinary action which may include termination of employment or no longer being able to provide services for the Company

Special Responsibilities for ManagersManagers must set a good example for their team members leading with integrity to model and inspire ethical conduct Through everyday words and actions managers should show they do business honestly by complying with our Code our policies and legal requirements Managers also must hold team members accountable when they violate our Code our policies or legal requirements

Managers Must

bull Foster an inclusive environment bull Encourage team members to Speak Up bull Listen and respond to team membersrsquo concerns bull Ensure team members are not retaliated against when they

Speak Up

We Rely on Our CodeOur Code helps us to perform our daily work consistently with our Values It guides us toward sound decisions and assists us in maintaining the trust we have built with our team members customers and business partners We understand this trust is essential for the continued success of our business



Speak Up mdash Is Everyonersquos ResponsibilityIf youhellip

Donrsquot wait for someone else to speak up Sometimes a simple ldquoplease donrsquot do thatrdquo to a team member may be enough to correct behavior If that does not work raise the concern yourself Looking the other way when it comes to unethical or unlawful conduct puts us all at risk

Zero Tolerance for RetaliationWe do not tolerate retaliation against anyone who in good faith raises a concern reports suspected misconduct or provides information related to an inquiry of suspected misconduct

Anyone who retaliates will be disciplined which may include having his or her job terminated or not being allowed to provide services to Change Healthcare If you think you or someone you know has experienced retaliation contact any of the Speak Up resources listed in our Code

Handling Questions and Concerns

We treat all concerns and complaints seriously and will promptly thoroughly and fairly investigate all reports taking appropriate action when necessary We confidentially handle all reports sharing information only on a ldquoneed to knowrdquo basis We also protect our team membersrsquo identities to the extent possible when investigating reports of potential violations of our Code our policies or legal requirements

hellipwant to know about a compliance issue our policies or whether an activity is

legal

SPEAK UP

hellipsee inappropriate behavior a Code or policy violation or

illegal activity

SPEAK UP

hellipsuspect inappropriate

behavior a Code or policy violation or

illegal activity

SPEAK UP



What If We Rely on our CodeOne of my direct reports spoke with me about an ethical dilemma he is facing I want to be certain Irsquom giving him the right guidance If Irsquom not sure how to respond what should I doOur Code is always a good place to start If you cannot find the answer in our Code ask your manager for advice but be careful to protect the confidentiality of your direct report If you are still unsure contact any of the resources listed in our Code

I know that our Code contains general guidelines for what to do and what not to do Do I have to consider anything else when deciding what to doYoursquore righthellip our Code provides general guidelines for how we conduct business We also have Company policies many of which are referenced and linked in our Code And then there are additional legal requirements which may change from time to time as laws and regulations get adopted or amended If yoursquore unsure of what to do ask your manager or any of the other compliance resources listed in our Code Refer to Speak Up for more information

As a manager how can I promote ethical behaviorFirst and foremost lead by example Include discussions about workplace ethics in team meetings Allow team members to feel comfortable asking questions when they have concerns Remind team members they will not be retaliated against for reporting information in good faith Additionally ensure all your decisions are made with the best interests of the Company in mind

I have a concern but it is not covered in our Code of Conduct Does that mean there is no problemNo Our Code cannot possibly address every situation or ethical dilemma However our Values and other guidance discussed in our Code including the ethical decision-making model can help you make the right decision We are all expected to use sound judgment and act ethically in the absence of a Company policy Seek guidance from your manager or any of the Speak Up resources identified in our Code whenever you are unsure about a particular situation

What should I do if my manager directs me to engage in conduct that would benefit Change Healthcare but would violate our CodeNone of us should commit dishonest unethical or illegal acts even if directed to do so by a manager In addition never violate our Code even if it would appear to benefit Change Healthcare You should contact the Office of Compliance and Ethics

I hear from coworkers that our manager typically does nothing when concerns about potential misconduct are brought to his attention I am aware of some potential unethical behavior by a team member What should I doChange Healthcare managers have the additional responsibility under our Code to lead with integrity This means in part that managers must foster an inclusive environment encourage team members to raise issues listen and respond to team membersrsquo concerns and ensure that team members are not retaliated against when they do speak up You should discuss your managerrsquos apparent lack of response to ethical concerns to Human Resources Employee Relations or another Speak Up resource identified in our Code

Tools and ResourcesChange Healthcare Open Door Policy Change Healthcare Speak Up and Non-Retaliation Policy



How do I ask for guidance voice a concern or report an incidentIn many cases your manager is in the best position to help you However if for any reason you are not comfortable talking about an issue with your manager you may contact the Office of Compliance and Ethics your Business Unit Compliance Lead Human Resources Legal or ChangeHealthcareEthicsLine com Refer to Speak Up Resources for more information

No matter who you contact or what resource you choose your concern will be promptly addressed and handled with the appropriate level of confidentiality

We do not tolerate retaliation against a team member for raising a question or reporting potential misconduct in good faith Anyone who retaliates is subject to disciplinary action which may include termination of employment or no longer being able to provide services to the Company

Examples of Issues You Should Reportbull Discrimination or harassmentbull Privacy concernsbull Conflicts of interestbull Theft fraud briberybull Environmental or safety

concernsbull Workplace violence threats or

bullyingbull Accounting or other financial

issues

bull Inappropriate gifts or entertainment

bull Intimidation or retaliationbull Other threatening or

concerning behaviorbull Code violationsbull Policy violationsbull Legal requirement violations

Note This is not a complete list of issues you should report Anytime you see or suspect something is not right Speak Up and voice your concern

We Speak UpWe understand our right and our responsibility to ask questions and voice concerns when we encounter something that does not seem right When we Speak Up we demonstrate our integrity and show we have the courage to do the right thing the right way every day



Change Healthcare Investigation ProcessWe promptly investigate all reports of conduct that may violate our Code policies or legal requirements Depending on the nature of the suspected conduct it may be investigated by Human Resources or Legal All team members are expected to be truthful and fully

cooperate with any investigation into an alleged violation of our Code our policies or legal requirements Team members who fail to do so may be disciplined possibly having their jobs terminated or no longer being able to provide services to the Company

Employee raises concern

Investigation team responds to

Employee

Investigators collect and review

relevant data

Employee may be asked for additional

information

Investigators review findings

and recommend any necessary

actions

Necessary actions are implemented

if needed

Investigators ldquoClose the Looprdquo with Employee



Speak Up ResourcesChange Healthcare EthicsLineOur Change Healthcare EthicsLine is available 24 hours a day seven days a week It is operated by a third-party vendor You may dial the toll-free number for the EthicsLine or submit a report online

PhoneCall in-country toll-free

Country Phone NumberAustralia 1-300-363-295Canada 1-888-235-8480N Ireland 0-808-101-0937Ireland 1-800-904-115Israel 1-809-457205New Zealand 0-800-003882Philippines 63-2-6263043United Kingdom 0-808-101-0937United States (includes Puerto Rico) 1-866-206-1106

WebAccess ChangeHealthcareEthicsLine com and click on the link in the

ldquoReport an Incidentrdquo box Yoursquoll be prompted to provide information that will allow us to investigate and take appropriate action if warranted

Office of Compliance and EthicsOur Change Healthcare Office of Compliance and Ethics (ldquoOCErdquo) is available to answer questions provide guidance or address your compliance ethics and business conduct concerns You can contact the OCE via email at compliancechangehealthcarecom OCE members read all emails sent to this account so it is not an anonymous way to communicate concerns

MailChief Compliance and Ethics Officer Change Healthcare 3055 Lebanon Pike Nashville TN 37214

No RetaliationIf you report in good faith a potential violation of our Code our policies or legal requirements or if you cooperate in a Company investigation you are protected against retaliation Even if your good faith report is found to be incorrect Change Healthcare will protect you against retaliation If someone has retaliated against you report it immediately using any of the Speak Up resources listed on this page or otherwise identified in our Code



What If We Speak UpWhat if I just want to be sure I understand our Code If it is not misconduct should I still use Change Healthcarersquos EthicsLineTo ask about the meaning of our Code please contact any of the following

bull Your managerbull Another managerbull Human Resources

bull Office of Compliance and Ethics

bull Legal

If you need to report potential misconduct you can use any of the above resources or you can report the matter through ChangeHealthcareEthicsLine com

I know about a violation of one of our policies but am afraid to report it What if I make a report How will I be protectedWe take measures with each report to help protect the reporting person These measures include

bull Reminding those involved of our Speak Up and Non-Retaliation Policybull Continuing to monitor the issue andbull Taking corrective actions if retaliation occurs

You should always report anything that seems like retaliation so the Company can investigate and take corrective actions if necessary

What happens when I contact the EthicsLineCalls to the Change Healthcare EthicsLine are answered by an independent third party with expertise in handling ethics line calls A specialist will ask you questions and send a report to our Office of Compliance and Ethics for a confidential review The report will be assigned to Legal andor Human Resources as necessary for review and appropriate follow-up

Do I have to identify myself if I use the Change Healthcare EthicsLineIt is essential that you feel secure when raising questions or reporting potential violations of our Code our policies or legal requirements Confidentiality is a priority and every effort will be made to protect your identity if known However in some instances our need to perform a thorough investigation or because of legal requirements it may not be possible to maintain your confidentiality While we encourage you to provide as much detail as possible when using the Change Healthcare EthicsLine where allowed by local law you may choose to remain anonymous and not identify yourself

What does it mean to make a report in good faithActing in ldquogood faithrdquo means making a genuine effort to provide honest complete and accurate information about a situation that you believe may violate our Code our policies or legal requirements Even if you only suspect that misconduct has occurred you should speak up You will still be protected from retaliation even if it turns out that you were mistaken so long as the report was made honestly and in good faith An example of a report ldquonot made in good faithrdquo is if a team member reports false information in order to get a coworker removed from a work team Anyone who knowingly makes a false report of misconduct will be subject to disciplinary action

I am a contractor working at Change Healthcare and I have a concern to report Can I use the Change Healthcare EthicsLineYes the Change Healthcare EthicsLine can be used by all team members including contractors and consultants The EthicsLine is also available to all Change Healthcare agents business partners suppliers and vendors

Tools and ResourcesChange Healthcare Open Door Policy

Change Healthcare Speak Up and Non-Retaliation Policy

We Include All 1-866-206-1106 or ChangeHealthcareEthicsLine com


We Value Diversity and Promote InclusionWe value the unique contributions of our diverse workforce and seek to enrich team membersrsquo work experience by providing challenging and meaningful opportunities

We provide equal employment opportunities and do not discriminate against anyone on the basis of race color ethnicity religion sex pregnancy childbirth or related medical conditions national origin age veteran status disability genetic information marital status sexual orientation gender identifyexpression or any other characteristics protected by applicable legal requirements

If you believe you or others have been subjected to unlawful discrimination you should contact your manager Human Resources Employee Relations or any other Speak Up resource identified in our Code

We Maintain a Harrasment-Free Work EnvironmentWe treat each other with dignity and respect and promote a work environment where our team members can feel safe and comfortable We do not tolerate verbal or physical conduct based upon a protected category that disrupts anotherrsquos work performance or creates a hostile work environment

If you believe you or others have been subjected to unlawful harassment you should contact your manager Human Resources Employee Relations or any other Speak Up resource identified in our Code

We Reasonably Accommodate Individuals with DisabilitiesWe provide reasonable accommodation to qualified individuals with disabilities to allow them to participate fully in our employment opportunities

If you believe you need an accommodation because of a disability please discuss your request with your manager Human Resources Employee Relations or any other Speak Up resource identified in our Code

We Provide a Safe and Healthy WorkplaceWe provide safe and healthy work environments wherever we operate We comply with all applicable health safety and legal requirements and insist that work be done in a safe and responsible manner Each of us is responsible for following our policies and procedures for workplace health and safety and for reporting immediately any accidents injuries or potential safety hazards

We do not tolerate violence or threatening behavior of any kind Report any threat of violence or intimidation to your manager Human Resources Employee Relations or any other Speak Up resources identified in our Code

We Respect AllChange Healthcare provides a supportive work environment where team members have the opportunity to reach their full potential Our work environment encourages collaboration and inclusion Sharing and valuing a wide range of ideas and viewpoints broadens our perspectives inspires innovation and empowers us to achieve our goals



What If We Respect AllWhat if a team member made offensive jokes at an offsite dinner with a customer Does our Code applyYes Our Code applies to our work wherever we are That includes what we do on Change Healthcare property and at off-site meetings business travel and business-related social activities

I overheard a team member threaten another who is afraid to report the incident What should I doImmediately report the incident to your manager Human Resources Employee Relations or any other Speak Up resource identified in our Code We all have a responsibility to act if we see or suspect a threat of violence in our workplace

My manager often makes inappropriate comments about a colleaguersquos disability She then covers it up by saying ldquoIrsquom only kiddingrdquo Is that okNo These actions are not acceptable Your manager needs to understand her comments are not appropriate If you are comfortable doing so say something directly to your manager Whether you talk to your manager or not you should report the situation to Human Resources Employee Relations or any of the other Speak Up resources identified in our Code

I noticed something in my facility that could be a safety problem but it really isnrsquot my area Should I report itYes report it We all are responsible for maintaining a safe work environment You should notify your manager Human Resources or Employee Relations immediately

In a recent meeting a supplier began reading jokes from his mobile phone that degraded a certain religious group I found the jokes offensive but everyone else was laughing Am I being too sensitiveNo you are not being too sensitive The Company does not tolerate this kind of disrespectful conduct from Change Healthcare team members or any Change Healthcare business partner including our suppliers You should report the incident using one of the Speak Up resources identified in our Code

A co-worker makes seemingly innocent and complementary comments about the appearance of another team member Is this appropriateFrequent comments may rise to the level of creating a hostile work environment An occasional general comment such as ldquoI like your new haircutrdquo is probably acceptable It depends on the specific nature of the comments their frequency and the overall environment If in doubt about the appropriateness of a comment do not make it Inappropriate comments should be reported to your manager Human Resources Employee Relations or through the Change Healthcare EthicsLine

Tools and ResourcesChange Healthcare Equal Employment Opportunity Policy

Change Healthcare Anti-Harassment and Non-Discrimination Policy

We Earn Trust


1-866-206-1106 or ChangeHealthcareEthicsLine com

We all have an obligation to safeguard information not only about our team members and Company but also about the companies with which we do business We must know the type of information considered private sensitive or confidential by them and never use or disclose it inappropriately including sharing it with family members friends or anyone who does not have a need to know it

We Respect the Private and Sensitive Information of OthersOur customers business partners and team members trust us to respect and protect personally identifiable and sensitive information (PII) PII is any piece of information that can be used to uniquely identify a specific person such as name address photo birth date phone number social security number or health credit or financial information PII is protected under various federal state and international privacy security healthcare credit and financial laws We collect store access use share transfer and dispose of PII responsibly

Given our role in the healthcare industry we also receive collect maintain use or create a particular type of PII known as protected health information (PHI) We also respect and protect the sensitive nature of PHI and carefully maintain its confidentiality See the Change Healthcare HIPAA Privacy Policy for detailed guidance on handling PHI

You must follow the Companyrsquos privacy protection policies which among other things require you to collect access use share transfer and dispose of PII and PHI only as necessary to do your job

We Respect Team Membersrsquo Private and Sensitive InformationWe respect our team members and carefully protect their personally identifiable and sensitive information We collect store access use transfer and dispose of this information in compliance with applicable laws We only allow access to this information to team members who have a business need to know the information All third parties who are allowed access to team membersrsquo personally identifiable and sensitive information must abide by our privacy requirements

We Protect Confidential Business InformationWe have an obligation to protect not only personally indentifiable and sensitive information such as PII and PHI but also information that drives our business ndash information with which we work or may know about as Change Healthcare team members We use this confidential business information for business purposes not for personal use or gain Before disclosing our confidential business information we make sure there are legitimate business reasons to do so We donrsquot share confidential business information with anyone outside of Change Healthcare unless a non-disclosure or other appropriate confidentiality agreement is in place

We Respect Private Sensitive and Confidential InformationWe appreciate the trust our team members customers and other third parties place in Change Healthcare when they provide us with their private sensitive or confidential information We exercise care and discretion when handling such information

We Earn Trust 1-866-206-1106 or ChangeHealthcareEthicsLine com


If we are new to Change Healthcare we protect our former employerlsquos confidential information If we leave Change Healthcare we return all confidential information and do not share it with our new employer

We Respect Information We earn the trust of our team members and the companies with which we do business by following our privacy security and data and information protection policies Our secure handling procedures for processing storing transmitting and destroying information are based on security classification levels Access to secure information is limited and depends upon a team memberrsquos job function We also regularly monitor our systems to be sure that information is accessed and used for appropriate authorized activities to discover any new threats and to look for ways to improve

We monitor and control all electronic and computing devices used to conduct Company business or to interact with our internal networks and systems As allowed by applicable legal requirements the Company may inspect or monitor all messages files data software or other information stored on these devices or transmitted over our internal networks and systems to ensure we comply with Company policies

We Report IncidentsAn incident is any situation where private or sensitive information may be lost stolen accessed hacked compromised or improperly handled An incident may involve PII PHI confidential business information or an attempt to gain unauthorized access to our systems or data You must report to the Change Healthcare EthicsLine any known or suspected incident involving Change Healthcarersquos or any of its team memberrsquos information or information belonging to a customer business partner contractor consultant supplier or vendor

Help Respect Private Sensitive and Confidential Informationbull Comply with applicable legal requirements in the location

where information is collectedbull Collect and use the minimum amount of information necessary

to achieve legitimate business purposesbull Share information only with individuals who have a legitimate

need for it and will protect it properly

bull Follow Change Healthcare policies and guidelines for storing handling and destroying such information and

bull Immediately report any inappropriate disclosure of such information to your manager



What If We Respect Private Sensitive and Confidential Information

I work in HR and was recently contacted by a marketing company requesting the home addresses of all of our team members so they can send out some valuable information about a new medical clinic What if our team members really would benefit from this information May I provide the addresses to the marketing companyNo our team membersrsquo home addresses are private information and should only be disclosed for legitimate business and employment reasons or if required by legal requirements In this case marketing a service to employees is not an acceptable reason for revealing this private information

A colleague asked me to share customer information from my former employer Should INo You must not disclose the information The customer information of your former employer is your former employerrsquos confidential information and you have an obligation to protect the information even after leaving that company If you were to share the information you would be violating our Code of Conduct as well as obligations to your former employer Remember you will have an obligation to protect Change Healthcarersquos proprietary and confidential information too should you leave the Company

I emailed the wrong report to a customer The report contained another customerrsquos confidential information I asked the customer to delete the email should I do anything elseYes you should seek guidance from your manager and Business Unit Compliance Lead and submit a report through ChangeHealthcareEthicsLine com

One of our vendors that handles personal information on our behalf mentioned they had a security problem with one of their data systems that store and processes personal information What should I doYou should report this through the Change Healthcare EthicsLine immediately The Company will assess whether there may have been a security breach involving personal information and determine an appropriate response based on this assessment When engaging a vendor to manage private sensitive or confidential information on behalf of the Company you must ensure the vendor signs an appropriate contract and has sufficient privacy data security and other relevant policies and procedures in place to protect the information

Tools and ResourcesChange Healthcare HIPAA Privacy Policy

We Earn Trust



What is a Conflict of InterestA conflict of interest exists when you have a personal family business or other interest that could impair or appear to impair your ability to act in the best interest of the Company Use your best judgment and avoid even the appearance of a conflict

Disclose Potential Conflicts of InterestIf a personal activity investment interest or association could compromise ndash or even appear to compromise ndash your judgment you must promptly disclose the conflict by sending an email to the Change Healthcare Office of Compliance and Ethics A conflict of interest often can be resolved in a simple and mutually acceptable way when discussed promptly and openly

We Avoid Conflicts of InterestActing with integrity means placing Change Healthcarersquos best interests before our own We must not let personal interests affect the business decisions we make on behalf of Change Healthcare

Is It A Conflict Ask YourselfIf I take this course of action

bull Will I feel obligated to someone elsebull Am I acting inconsistently with Change Healthcarersquos

Valuesbull Is there a chance that my independent judgment could be

compromisedbull Could it give the appearance of impropriety or divided

loyalty

If you answer ldquoyesrdquo to any of these questions a real or perceived conflict of interest may exist Disclose the potential conflict of interest by sending an email to the Office of Compliance and Ethics

Common Situations Where Conflicts of Interest May AriseFamily and FriendsFamily and friends can create a conflict of interest if they work for Change Healthcare or one of our customers business partners contractors consultants suppliers vendors or competitors

Examplesbull Your business unit is contracting for services with a supplier owned by

your college roommate who remains a good friend bull A recent promotion placed you in the position of managing your

brother-in-law

Financial InterestsA conflict of interest can arise if you have a significant financial interest in a current or potential Change Healthcare customer business partner contractor consultant supplier vendor or competitor

Examplesbull Your spouse has investments in another healthcare technology

company bull One of your daughters recently purchased stock in a key supplier for

your business unit

External BoardsExternal board service can create a conflict of interest if the service could overlap or interfere with your duties and obligations to Change Healthcare

Example

Serving on the advisory board of a government-sponsored not-for-profit healthcare research organization which meets on a weekly basis

Gifts or Entertainment

Giving or receiving gifts or entertainment to or from representatives of companies doing or seeking to do business with Change Healthcare can create a conflict of interest

Examples

bull A business partner representative who cannot attend an event offers you tickets to a professional soccer match Note you must obtain prior approval from your manager and Business Unit Compliance Lead before accepting the tickets

bull You would like to give a gift card to a supplier employee who provided significant support to a Company initiative Note You cannot give (or accept) such a gift Change Healthcare prohibits giving or receiving gifts of cash or cash equivalents such as gift cards

See the Change Healthcare Conflicts of Interest Policy and the Change Healthcare Gifts and Entertainment Policy for more information

Outside Business ActivitiesAn outside business activity such as a second job or working on a consulting basis can create a conflict of interest if it competes with Change Healthcare or interferes with the work you do for the Company

Example

Working a part-job for a Change Healthcare customer supplier or other business partner

Hiring Former Government EmployeesRecruiting or hiring current or former government officials whether appointed or elected or government employees may raise conflict of interest concerns You must not recruit or hire a current or former government official whether appointed or elected or government employee without obtaining prior approval from Legal Refer to the We Follow the Law chapter (Doing Business with the Government) for further guidance

19Contents



What If We Avoid Conflicts of InterestWhat if one of my relatives or a close personal friend works for a Change Healthcare customer Do I need to notify someone about this relationshipEven if you do not work directly with your family member or friend any situation which creates even the appearance of a conflict of interest should be disclosed If your job responsibilities have the potential of intersecting with a relativersquos or friendrsquos job you should disclose this relationship by sending an email to the Change Healthcare Office of Compliance and Ethics

What if I want to work on evenings or weekends as a consultant for another company Is this permittedPossibly It would be a conflict if you work for a competitor or if you use Change Healthcare-related information or assets in your work for the other company It can also be a conflict if your outside business activity negatively impacts your job performance You should disclose the outside business activity by sending an email to the Change Healthcare Office of Compliance and Ethics

What if I own stock in a publicly traded company that provides products to Change Healthcare Is this investment a conflict of interestIf the investment is small it should not be a problem Generally an investment in a publicly traded company that is a Change Healthcare customer business partner contractor consultant supplier vendor or competitor should not exceed 5 of your net worth or 5 of the ownership of the other company unless the holding is through a mutual fund or other investment vehicle you do not direct or influence If you have an interest in a customer business partner contractor consultant supplier vendor or competitor that you interact with as part of your Change Healthcare duties or an interest that exceeds the thresholds previously noted you should disclose the situation by sending an email to the Change Healthcare Office of Compliance and Ethics

What happens after I disclose a potential conflict of interestThe Office of Compliance and Ethics will review the potential conflict When necessary it will request additional information to determine whether a conflict exists In some instances you and your manager may need to sign a letter that outlines how you and Change Healthcare will manage the conflict

For any other information or concerns contact your manager Business Unit Compliance Lead or Office of Compliance and Ethics for assistance

How do I know if an offer of entertainment from a supplier is appropriate I did not solicit the invitation which I know is not acceptableYou may accept infrequent and occasional meals and entertainment if the supplier attends and the costs are modest Ordinary business meals and attendance at local sporting events are generally acceptable An invitation to an out of town or a premium event is not acceptable Even a modest meal or entertainment event could create an appearance of a conflict of interest if there is a pending bid process or procurement decision You should review the Criteria for Appropriate Business Courtesies in the the Change Healthcare Gifts and Entertainment Policy and consult with your manager or Business Unit Compliance Lead before making a final decision It is always preferable to pay the fair market value of a meal or a ticket to an event to avoid any potential appearance of a conflict of interest

Tools and ResourcesChange Healthcare Conflict of Interest Policy

Change Healthcare Gifts and Entertainment Policy

We Earn Trust



All team members should study the Change Healthcare Gifts and Entertainment Policy to learn the right way to give or receive an appropriate business courtesy Whether giving or receiving a gift or entertainment the Gifts and Entertainment Policy requires a team member to determine whether the courtesy is appropriate and lawful

This chapter describes the first steps you should take when considering giving or receiving a business courtesy but you should always consult the Gifts and Entertainment Policy and speak with your manager and Business Unit Compliance Lead when you are unsure if a particular business courtesy is appropriate

All gifts and entertainment whether given or received must meet Change Healthcarersquos Criteria for Acceptable Business Courtesies

Criteria for Acceptable Business Courtesiesbull Not solicited or requestedbull Not perceived to improperly influence a business decisionbull Not offered or received while a sales or procurement decision is

pendingbull Not conditioned on obtaining a sales or procurement decisionbull No personal benefitbull Infrequentbull Nominal value (not excessive or lavish)bull Not cash or cash equivalent (no gift cards or gift certificates)bull Occurs in an appropriate setting for business discussionbull Would not embarrass the Companybull Is lawful under applicable laws

Do not give or accept the gift or entertainment if it does not meet the Criteria for Acceptable Business Courtesies Please review the Change Healthcare Gifts and Entertainment Policy for more information

We Give and Receive AppropriatelyWe recognize that the exchange of gifts or entertainment may help develop and strengthen our business relationships ndash but we do not give or receive gifts or entertainment that influence or even appear to influence business decisions We give and receive gifts or entertainment in an ethical way that does not violate our Code Company policies legal requirements or third-party policies



What If We Give and Receive AppropriatelyWhat should I do if I receive a gift that is not allowed under our Gifts and Entertainment PolicyIf you receive a gift that exceeds Change Healthcare policy the best course of action is simply not to accept the gift or return it with a note of appreciation and an explanation of our policy If for some reason the gift cannot be returned turn it in to your manager or Human Resources for donation

I was invited to a conference sponsored by a supplier The supplier offered to pay for my travel expenses including airfare meals and accommodations Can I accept this offerThe Change Healthcare Gifts and Entertainment Policy does not allow you to accept the supplierrsquos offer to pay your travel expenses If your attendance at the conference is approved by management the Company will pay your travel expenses You may however accept the costs of any registration fee and any meals provided by the conference sponsor Team members invited to be a guest speaker or presenter at a sponsored conference or tradeshow may accept travel lodging and meal expenses from the sponsor provided advance manager approval is obtained

I received a gift from a customer but I am unsure of its value How do I know if I can accept the giftThe Change Healthcare Gifts and Entertainment Policy contains Criteria for Acceptable Business Courtesies (ldquoCriteriardquo) Team members can offer or accept business courtesies only when the Criteria are met and there is no sense of obligation or appearance of impropriety The Criteria require the value of a business courtesy to be nominal it cannot be excessive or lavish You should use your best judgment to determine whether the value of the gift is nominal and whether the gift complies with the other Criteria requirements as well If you have any questions please consult with your manager your Business Unit Compliance Lead the Office of Compliance and Ethics or Legal for further guidance

Tools and ResourcesChange Healthcare Gifts and Entertainment Policy

Change Healthcare Charitable Contributions Policy

We Pursue Purpose 1-866-206-1106 or ChangeHealthcareEthicsLine com


Change Healthcarersquos assets are valuable and essential to operating our company profitably and successfully

We Protect our Physical AssetsThe tools we use to perform our work including computers telephones and printers are to be used for appropriate business purposes Theft

carelessness misuse and waste of these assets have a direct impact on profitability You may need to use Company assets such as computers or the telephone for occasional personal communications This use is permitted as long as it is reasonable meaning the use is minimal does not interfere with your work performance or the work performance of others and does not result in a significant cost or impact to our network

We Use our Information Systems AppropriatelyAll team members are required to use the Companyrsquos information systems in accordance with our Rules of Behavior for Access to Information Resources Your Change Healthcare computer network and internet

access must be used primarily for business Occasional and reasonable personal use is allowed so long as it is minimal does not interfere with your work performance or the work of others and does not result in a significant cost or impact to our network You should never use Change Healthcarersquos electronic systems for commercial or for-profit activity or to

bull send chain letters or email spambull engage in illegal conductbull access or send sexually explicit obscene or offensive materialbull play games or gamble orbull create unapproved websites

You should have no expectation of privacy when using Change Healthcarersquos information systems All activity conducted using these systems is and remains the property of Change Healthcare The Company reserves the right at any time and for any reason to review and monitor the use of its information systems as permitted by legal requirements

We Safeguard our Intellectual PropertyChange Healthcarersquos intellectual property is a valuable asset and we invest heavily in its development We protect our intellectual property by obtaining patent trademark copyright or trade secret protection and by taking steps

to prevent inappropriate disclosure use or loss of such information We vigorously enforce our rights to these assets We also respect the intellectual property rights of others

We Use Our Assets WiselyChange Healthcare assets are the tools and information we use in our work each day We use these assets for legitimate business purposes and safeguard them from loss theft fraud and misuse



Protecting Our Brand and Our ReputationElectronic CommunicationsWhen you send emails voicemails or access the internet at work it is important to remember that your words and actions represent Change Healthcare We must use clear accurate respectful and professional communication in all of our business interactions both within and outside the Company Ambiguous and unprofessional communications whether oral or written can harm Change Healthcare Even well-intentioned communications can be misinterpreted

Communicating with the PublicWe are committed to providing the public with relevant and appropriate information about Change Healthcare However to maintain our reputation and ensure the public is consistently and accurately informed only authorized individuals may communicate on behalf of the Company with the media Press releases and all media contact are to be made only through a designated Change Healthcare spokesperson Unless you receive prior approval you must decline the opportunity to respond to any inquiries for news or information about Change Healthcare You must avoid creating any impression that you are speaking on behalf of Change Healthcare in any personal communications such as blogs user forums chat rooms and bulletin boards

Social MediaWe encourage communication and collaboration among team members customers business partners contractors consultants suppliers and vendors However the broad instantaneous reach of social media significantly increases the importance of communicating responsibly and managing private sensitive and confidential information in accordance with our policies and legal requirements Ensure that you appropriately represent the Companyrsquos interests when making authorized Company communications and distinguish your personal opinions from those of the Company

You also are expected to protect Change Healthcarersquos confidential business information and respect the privacy of team members customers business partners contractors consultants suppliers and vendors when using social media If you have been entrusted with private sensitive or confidential business information you must not disclose it without permission Do not publish maliciously false information that might embarrass or damage the reputation of another team member customer business partner contractor consultant supplier or vendor



What If We Use our Assets WiselyI am running for the local school board I want to use the office copier to make copies of my campaign flyer Is this OKNo the use of company assets for such personal purposes is not allowed

I talk about my life and my work on my Facebook page Should I be concerned about what I say about my jobYes You are personally responsible for the content you publish online and your posts are not private Protect information about Change Healthcare and the people and companies with which we conduct business You should not post information or make any comment(s) that would reflect poorly on a team member the Company its customers business partners contractors consultants suppliers or vendors

I often see incorrect information about Change Healthcare or our products or services on social media platforms Can I respond by posting information that corrects these inaccuraciesNo Even if you have good intentions do not post corrections Only authorized Change Healthcare team members can post or correct information about the Company on social media Please notify your manager that you observed the incorrect information

My family and friends email me at work These are personal messages Can I expect them to remain private on my company computerAlthough you may use your company-issued computer for incidental personal use remember Change Healthcare owns the computer and all information stored on it You should not have any expectation of privacy with respect to any information stored on your computer or any other company-owned information systems To the extent permitted by law Change Healthcare may review anything stored on your company computer at any time

Tools and ResourcesChange Healthcare Personal and Business Use of Social Media Policy

Change Healthcare Intellectual Property Policy

Change Healthcare Rules of Behavior for Access to Information Resources

Change Healthcare Communications and Disclosure Policy



Each of us has an obligation to follow all internal controls in recording and maintaining Change Healthcarersquos books and records Accurate information is required to make good business decisions

We are Careful and AccurateWe follow Change Healthcarersquos accounting controls to ensure our books records and accounts honestly accurately completely and timely reflect all Company transactions including how our funds and other assets are used We never falsify or alter any financial record We record all transactions properly and never delay or accelerate reporting of profits or expenses

We Watch for Unusual ActivityWe stay alert for irregularities or inaccuracies in our books records and accounts and never give in to pressure from anyone to falsify a record or ignore something unethical

Example

You must never knowingly engage in activities or conduct business with individuals involved in money laundering ndash a process in which funds generated through criminal activity (such as terrorism drug dealing fraud etc ) are moved through legitimate businesses to hide their criminal origin Suspicious accounting practices could be a sign of fraud bribery or some other illegal act Report it immediately

We Manage and Retain our Records AppropriatelyThe responsible creation storage maintenance and disposal of records is important in helping us maintain financial integrity and meet our legal tax and regulatory requirements You must retain Company records as described in the Change Healthcare Records and Information Management Policy and related retention schedules Records that have met their retention requirements should be properly destroyed Do not dispose of any information that is subject to a legal hold The records cannot be destroyed altered or deleted until Legal notifies you that the legal hold has been removed

We Maintain Accurate Business RecordsWe are honest accurate complete and timely in all aspects of our recordkeeping Maintaining honest accurate complete and timely records demonstrates integrity to our stakeholders



We Follow our ProcessesTeam members involved in any aspect of our accounting or other financial processes must adhere to the following

bull Follow all internal processes controls and accounting or other financial principles ensuring that our records accurately and timely reflect all transactions

bull Be honest accurate timely and complete in all aspects of recordkeeping including accounting records financial statements expense reports time sheets purchase orders invoices etc

bull Do not establish any undisclosed or unrecorded funds liabilities or assets for any purpose

bull Never falsify or mischaracterize any book record account or transaction bull Do not make any payment ndash regardless of form ndash on Change Healthcarersquos

behalf without adequate supporting documentation and required approval bull Apply payments received from customers properly

We Cooperate with AuditsWe are expected to cooperate with any audit Such cooperation requires accuracy candor and responsiveness You must never try to alter or destroy data make any false misleading or inaccurate oral or written statement or influence pressure mislead or manipulate any auditor in connection with any review of Change Healthcarersquos financial or other records



What If We Maintain Accurate Business RecordsI want to join a professional organization but my manager told me the Company wonrsquot pay the membership dues I really think the professional organization will help me in my job so what if I pay the dues myself and submit an expense report for something else to recover my money Is that OKSubmitting a false expense report is never acceptable You should try and explain the benefits of joining this professional organization to your manager If the answer is still no you will need to evaluate if the personal benefits of joining the professional organization warrant your paying the dues yourself without reimbursement from the Company

I have been assigned to review some paper and electronic records from my Business Unit I think most of these can be disposed of because they date back several years and concern a product we no longer offer Can I just put the records in the secure shredding container in the print roomNo The Company has retention requirements for most types of records In particular there may be ongoing legal proceedings or contracts that require the records to be retained beyond the normal timeframes You should check with the Office of Compliance and Ethics or Legal to see if the documents can be destroyed

I have had a great year and have already made my sales number One of my customers just called and inquired about adding a large addendum to its existing service order Our new fiscal year starts in two weeks Can I start the paperwork but leave the date blank so that I can date it for the first of next monthNo Inserting a date on a service order that mischaracterizes the true timing of the transaction is contrary to our responsibility to create and maintain accurate books and records Service orders are important company financial documents Knowingly creating a false or inaccurate document is prohibited

I accidently entered the wrong amount on an expense report What should I doWe all make mistakes Be proactive advise your manager of the error and take the necessary steps to ensure the Companyrsquos books and records are accurate

Tools and ResourcesChange Healthcare Records and Information Management Policy



Fraud Waste and Abuse LawsAnti-Kickback Law (and similar state laws)In the United States federal and state anti-kickback legal requirements prohibit the offering of paying for or requesting or receiving anything of value that is intended to influence the purchase of a healthcare product or service that may be reimbursed by any federal healthcare benefit program

Such programs include Medicare Medicaid and Tricare any state healthcare benefit programs and in some cases a payer of healthcare products or services Such offers or ldquokickbacksrdquo may include any item of value or compensation of any kind such as money commissions credits discounts prebates rebates free products or services or gifts or entertainment

These legal requirements are drafted broadly and affect a variety of our business arrangements Some of our businesses are subject to these legal requirements either directly or through our relationships with customers business partners contractors consultants suppliers or vendors

False Claims Act (and similar state laws)The United States False Claims Act (and similar state laws) makes it a crime for any person or organization to knowingly make a false record or file a false or fictious claim with the government for payment

Stark Law (Physician Self-Referral Prohibition Statute)The Stark Law prohibits a physician in the United States from referring Medicare and Medicaid patients for certain designated health services to an entity with which the physician or a member of the physicianrsquos immediate family has a financial relationship Providers of designated health services may not bill for services that result from a prohibited referral As the Company assists some provider customers with billing for services we must comply with applicable legal requirements when providing billing services

Transparency Laws ndash Sunshine ActIn the United States the Sunshine Act requires a medical device manufacturer to report to the government any transfer of value which the medical device manufacturer makes to a physician or teaching hospital in the United States including the value of food and beverage provided consulting fees speaker fees gifts travel and lodging grants and most other payments Change Healthcare team members who interact with physicians or teaching hospitals in the United States are expected to comply with the Companyrsquos procedures on tracking and reporting relevant value provided to physicians and teaching hospitals so that we can appropriately report this information

We Follow the LawOur individual and collective behavior shapes the opinions of everyone with whom we deal Because of this we perform our work in a transparent and ethical manner complying with legal requirements wherever we operate



Exclusions and DebarmentEntities that assist in the delivery of services to federal healthcare benefit programs generally in the United States may not employ or contract with individuals or entities that are disqualified from doing business with such federal healthcare benefit programs Change Healthcare periodically checks exclusion lists maintained by the government for all new employees current employees and other entities and individuals that assist in the delivery of services to such federal healthcare benefit programs

Change Healthcare does not knowingly employ or bill for services ordered by an individual or entity that is excluded or ineligible to participate in such federal health care programs suspended or debarred from government contracts

You must immediately let your manager know if you become disqualified from doing business with federal healthcare benefit programs at any time during your employment or assignment with Change Healthcare

Other Important Laws and RegulationsAntitrust and Competition Laws

We Compete Vigorously Ethically and LawfullyChange Healthcare is committed to outperforming its competitors through legal and ethical means Therefore you should

bull Never make false misleading or disrespectful comments about our competitors or their products or services

bull Only use legitimate means of obtaining competitive intelligencebull Respect the confidential information and intellectual property of

our competitors and other third parties andbull Always comply with antitrust and competition laws

We Follow Applicable Antitrust and Competition LawsAntitrust and competition laws encourage free and fair competition in the marketplace and protect the public from unfair business practices Examples of prohibited anti-competitive business practices include

bull Agreeing with a competitor to raise fix or hold a price at which goods or services will be offered (price fixing)

bull Agreeing with a competitor as to when if or at what price each will submit a bid in a bidding process (bid rigging)

bull Agreeing with a competitor to divide markets or sell only to customers in certain geographic areas (market division)

As a general rule you always should limit your contact with competitors and avoid conversations about prices customers and suppliers Antitrust laws are very complex and the risks of non-compliance can be severe If you have any questions or need further information please contact Legal

If you become aware of a potential violation of any legal requirements whether discussed in our Code or not Speak Up and report it



Communications Laws

We Follow Legal Requirements when Contacting and Communicating with OthersIn the United States various federal and state laws regulate when and how and if we may contact others including our customers These legal requirements include

bull complying with ldquodo not callrdquo and ldquono textingrdquo listsbull restrictions on faxingbull restrictions on robo calls andbull restrictions on sending emails

Before implementing any marketing or other product or services communications campaign you must obtain advance approval of such campaign Consult the Communications Policy and then contact Legal to obtain such advance approval

Doing Business With the Government

We Understand Our Additional Obligations When Doing Business with the GovernmentDoing business with government customers requires us to follow rules beyond those with commercial customers Activities that may be appropriate in the commercial business environment may be improper when interacting with government customers We never want to appear as if we are trying to bribe or to exercise improper influence on government customers If your work involves a government customer you are responsible for knowing and complying with the applicable legal requirements including meeting all contractual obligations A violation of such requirements can lead to serious financial and reputational harm and result in Change Healthcare being prohibited from doing business with government customers

Government Procurement IntegrityChange Healthcare team members must not attempt to obtain the following information from any source

bull Procurement-sensitive government informationbull Confidential internal government information such as pre-award

source selection informationbull A competitorrsquos bid or proposal information

If such information is inadvertently communicated to you by a consultant contractor supplier vendor or a government employee you should promptly contact Legal

Organizational Conflict of InterestYou must ensure that when competing for or performing a government contract there is no actual or potential organizational conflict of interest (ldquoOCIrdquo) that would provide Change Healthcare unequal access to nonpublic information provide an unfair advantage in a competitive procurement or impair our objectivity in providing assistance or advice to or performing work for a government customer You must promptly report all actual or potential OCIrsquos to Legal

Restrictions Applicable to Employing Current and Former Government PersonnelMany governments regulate the employment activities of current and former government officials whether elected or appointed to restrict the Company from gaining an unfair competitive advantage by hiring a current or former government official or employee You must obtain advance approval from Legal before discussing employment opportunities with any former or current government employee



Anti-Corruption LawsWe Do Not Tolerate Bribery or any Form of Corruption

You must not offer anything of value to obtain favorable treatment from a respective customer This is true even in countries where bribery is common and local legal and cultural standards allow it Change Healthcare complies with all anti-bribery and corruption laws in the locations where it does business The Company prohibits anyone from offering soliciting or accepting a bribe whether dealing with government officials political parties or representatives from commercial organizations We expect this same standard of integrity from all our third parties agents and anyone else with which we work on the Companyrsquos behalf

We Perform Due Diligence on Third-Parties

Change Healthcare may be held responsible for corrupt activities of third parties and agents conducting business on its behalf As a result we have due diligence processes in place to ensure our third parties and agents have a reputation for operating with integrity and that payments made by them on the Companylsquos behalf are appropriate

We Maintain Accurate Books and Records

With respect to payments made by third parties and agents on our behalf Change Healthcare has a system of financial and accounting procedures that must be followed including internal controls to maintain accurate and transparent books and records Refer to the We Maintain Accurate Business Records chapter for further guidance

Political Contributions and ActivitiesWe Engage in Political Activities Consistent with Legal Requirements

In the United States federal state and local laws regulate our ability to make political contributions and to engage in political activities including lobbying Many countries outside the United States have similar laws Accordingly all political contributions to be made with Change Healthcare funds and all lobbying activities on the Companyrsquos behalf must be approved in advance by the General Counsel and Chief Executive Officer

Change Healthcare team members may in their individual capacities make contributions directly to candidates and political parties of their choice However any individual contributions should not be attributed to Change Healthcare and contributing team members are responsible for ensuring that their contributions comply with applicable legal requirements

Insider TradingWe Do Not Trade on Insider Information

United States securities laws prohibit buying and selling shares of stock or other securities on the basis of non-public material information This is called rdquoinsider trading rdquo If you have access to non-public material information about a company regardless of the source you are not permitted to use or share that information for your personal benefit All non-public material information about our owners our customers business partners contractors consultants suppliers or vendors should be considered confidential information If a team member trades securities of these entities while having non-public material information or if a team member shares non-public material information with others who trade this may constitute insider trading

If a local law conflicts with our Code we follow the local law however if a local business practice conflicts with our Code we follow our Code When in doubt Speak Up for guidance



What If We Follow the LawWhat should I do if there is a conflict between company policy and the law in the country where I workOur goal is to comply with all local laws and to adhere to the highest standards of business conduct wherever we do business If the local laws of a particular country or state within the U S are less restrictive you still must adhere to policy On the other hand if the Change Healthcare policy is less restrictive than the local laws of another country or state within the U S you must comply with the local law Please contact Change Healthcare Legal if you have any questions about applicable laws

Fraud Waste and Abuse LawsI know that the US federal government has implemented several laws and regulations addressing fraud waste and abuse (FWA) in federal healthcare benefit programs How can I recognize FWAMany of our customers have business relationships with the Centers for Medicare and Medicaid Services (CMS) or other agencies that involve offering andor providing healthcare services to federal healthcare benefit program enrollees CMS requires many of these customers to maintain compliance programs and attest to compliance with FWA training requirements Change Healthcare contracts with these customers and is therefore also obligated to have appropriate FWA training which we offer on an annual basis

FWA comes in many different forms and recognizing the various forms is important We all are obligated to become familiar with the definitions of FWA and learn to recognize the different kinds of FWA

bull Fraud is intentionally or knowingly using false statements or fraudulent schemes (such as kickbacks) to obtain payment or cause another to obtain payment from any healthcare benefit program

bull Waste is the overuse or inefficient use of medical benefits and services that leads to unnecessary costs

bull Abuse is actions that are inconsistent with accepted sound medical business and fiscal practices that directly or indirectly result in unnecessary healthcare costs

Examples of FWA include false claims bait and switch pricing kickbacks marketing schemes incorrect coding upcoding duplicate billing unnecessary services or treatments billing for services not provided identity theft and failure to offer negotiated prices

Please contact the Office of Compliance and Ethics if you would like more information on FWA and the Companyrsquos training obligations

Antitrust and Competition LawsAt a trade association meeting several of our competitors began discussing their marketing and pricing strategies What should I doAlthough trade associations have legitimate purposes they create risks of anti-competitive discussions A group of competitors discussing issues of mutual concern could cross a line into an anti-competitive topic If you find yourself in a situation where a topic seems inappropriate leave the discussion immediately and make it clear to those present that you are leaving because of the nature of the conversation You should also report the issue to Legal as soon as possible

Anti-Corruption LawsI believe one of our contractors may be making improper payments to government officials on behalf of Change Healthcare Should I be concernedYes The actions of parties performing services on our behalf may expose Change Healthcare to significant liability under anti-corruption laws If you have reason to believe a party performing services on Change Healthcarersquos behalf is making improper payments immediately contact your manager and Legal or raise the issue through the direct link to Change Healthcarersquos EthicsLine



Doing Business with the GovernmentI am scheduled to be traveling to the airport at the same time as a United States Federal Contracting Officer after our meeting What if I offer the Contracting Officer a ride to the airport and save her the taxi ride Is that okNo Providing transportation to a United States Government Federal Contracting Officer is generally prohibited unless the individual pays the market value of the transportation

Is it ok for a Change Healthcare team member to obtain information on the prices a competitor plans to bid or has bid on a government procurementNo it is not permissible for Change Healthcare to obtain any information that another party considers proprietary or confidential regarding competitive procurement including information about pricing

Political Contributions and ActivitiesA friend of mine is running for local office and I would like to help him with his campaign Is this allowedYes Your personal political activities are your own ndash not Change Healthcarelsquos Just make sure not to use Company resources including Company time email or the Companyrsquos name to advance your friendrsquos campaign

Tools and ResourcesChange Healthcare Antitrust and Fair Competition Policy

Change Healthcare Telephonic and Electronic Communications Policy

Change Healthcare US Government Contracting Policy

Change Healthcare Anti-Corruption Policy

Change Healthcare Political Contributions and Governmental Activities Policy

Change Healthcare Excluded Persons and Businesses Policy

We Champion Innovation



Healthcare Exclusion Risk ScreeningPrior to initial hire or engagement and monthly thereafter team members are screened against the following government databases

bull The List of Excluded Individuals and Entities (LEIE) maintained by the Office of the Inspector General (OIG) of the U S Department of Health and Human Services (HHS)

bull The Excluded Parties List System (EPLS) maintained by the U S General Services Administration (GSA) and

bull The Specially Designated Nationals (SDN) and Blocked Persons List maintained by the U S Treasury Office of Foreign Assets Control (OFAC)

If a team member is identified as being excluded sanctioned or debarred on a list noted above Change Healthcare will remove the team member from any work related to federal programs Change Healthcare will also notify any affected customer where appropriate

We Act With IntegrityChange Healthcarersquos Compliance and Ethics Program (ldquoProgramrdquo) demonstrates our commitment to ethics and compliance at all levels of the Company Our Code is a cornerstone of the Program which is designed to prevent detect and correct unethical conduct improve operational performance and promote a culture of integrity Additional key components of the Program include

bull Policies and other Written Standards of Conductbull High-Level Responsibilitybull Effective Education and Trainingbull Effective Lines of Communications

bull Monitoring and Auditingbull Enforcement and Disciplinebull Response and Preventionbull Compliance Risk Assessments

The Compliance Committee of the Board of Directors monitors the Program because it is integral to how the Company conducts business




Required Compliance Training

Types of Traininga Code of Conduct Training

raquo This training discusses the goals and objectives of the Code of Conduct and familiarizes team members generally with the Program Specific topics include but are not limited to the followingbull Change Healthcarersquos commitment to conducting business

in an honest and ethical manner and in compliance with applicable laws

bull Overview of pertinent laws applicable to the Companyrsquos businesses including the federal anti-kickback statute the False Claims Act the Foreign Corrupt Practices Act securities laws antitrust laws and privacy and security laws

bull Requirement to report potential noncompliancebull Process and lines of communication for asking compliance

questions or reporting potential noncompliance including anonymous reporting

bull Prohibition against intimidation or retaliation for good faith reporting of potential noncompliance

bull Review of disciplinary guidelines andbull Attestation that the team member is aware of and will abide

by the Code of Conduct b Medicare General Compliance and Fraud Waste and Abuse

(FWA) Training raquo Change Healthcare team members who perform work on

behalf of contracts with Change Healthcarersquos Medicare Parts C and D customers are required to complete such general compliance training and FWA training as may be required by the published Medicare Compliance Program Guidelines

Completion RequirementsTeam members receive compliance training both as part of their initial orientation (typically within 90 days of initial hire or engagement) and annually thereafter

Successful completion of compliance training both during initial orientation and annually is a condition of continued employment or engagement

GlossaryAnything of ValueAnything of value is broadly defined and may include cash cash equivalents gifts meals entertainment recreation charitable donations loans travel expenses (airfare hosting etc ) job placements consulting contracts operational support educational support or other payments or free or discounted items

BriberyOffering promising or giving anything of value to gain an improper advantage or favorable business decision

Cash EquivalentsLoans stock stock options bank checks travelersrsquo checks check or cash cards gift certificates money orders investments securities or negotiable instruments

Close relativeIncludes spouse significant other child parent in-law or other devoted family member

Company AssetsAnything Change Healthcare uses to conduct business including equipment supplies vehicles furnishings computer systems software phones and other wired and wireless devices Also includes information trade secrets personnel our brand and our reputation

Change Healthcare Confidential InformationGenerally Change Healthcarersquos confidential information includes any information that is not disclosed to individuals outside of Change Healthcare or any information that could

be useful to our competitors or harmful to the Company if it were disclosed The term includes personally identifiable information (PII) protected health information (PHI) strategic and business plans mergers and acquisitions pricing financial data inventions and Change Healthcarersquos proprietary information among other data

Conflict of InterestSituations in which a team memberrsquos personal considerations or interests have the potential to affect or could have the appearance of affecting their judgment or objectivity in their work for Change Healthcare

EthicsLineThe Companyrsquos reporting service administered by a third party through which team members and others can ask questions or raise concerns about our Code of Conduct Company policies or legal requirements

FamilyFamily includes spouse children siblings parents grandparents grandchildren aunts uncles nieces nephews cousins step relationships and in-laws

Good FaithActing in ldquogood faithrdquo means making a genuine effort to provide honest complete and accurate information

Government OfficialsEmployees or agents of any government anywhere in the world even low-ranking employees or employees of government-owned affiliated or controlled entities The term also includes political parties and

party officials candidates for political office and employees of public international organizations such as the United Nations

HarassmentUnwelcome words actions or behaviors that denigrate disrespect or belittle an individual or create a hostile offensive or intimidating work environment because of a protected category Sometimes a personrsquos conduct may be considered harassment even if it was not intended to be offensive

Intellectual PropertyKnowledge ideas discoveries formulas inventions and other intangible assets that have commercial value and are protected under copyright patent service mark and trademark laws Additional examples of intellectual property include technical inventories brands and logos software code presentations databases customer lists process documents product designs and roadmaps

KickbackA form of corruption that involves two parties agreeing that a portion of the money paid or due to be paid will be given back to the purchasing party in exchange for making the deal

Legal HoldA legal hold suspends all document destruction procedures to preserve appropriate records under special circumstances such as anticipated or actual litigation or government investigations Legal identifies what types

of records or documents are required to be placed under a legal hold

Material InformationInformation that an investor likely would consider important in deciding whether to buy hold or sell securities of a company

Money LaunderingMaking money derived from unlawful activities ldquocleanrdquo by making it appear the money came from legitimate sources or transactions

Need to KnowTeam members who have a ldquoneed to knowrdquo information require access to that information (often confidential in nature) to do their jobs If you are in doubt about whether a particular individual within the Company has a ldquoneed to knowrdquo please contact Human Resources Employee Relations or the Office of Ethics and Compliance or Legal

Nonpublic InformationInformation about a business organization that is not generally available to or known by the public (also called ldquoinside informationrdquo)

Personally Identifiable InformationPersonally identifiable information (PII) is any piece of information that can potentially be used to uniquely identify contact or locate a specific person Examples include name address photo birth date phone number health information social security number or credit or financial information

Protected Health InformationProtected health information (PHI) which is a subset of PII includes individual health information such as medical history and diagnoses physician orders treatment records and prescription and payment histories

RetaliationTaking adverse action against a team member in response to that team memberrsquos good faith report of an actual or suspected violation of our Code Company policies or legal requirements

Social MediaOnline communication channels that provide an opportunity for content sharing individual input of information and interaction Includes websites chat rooms blogs news feeds social networking sites and special applications dedicated to posting and sharing comments articles opinions ideas information and images


1 Introduction 3

bull Message from Neil de Crescenzo CEO 3

bull Our Vision Our Values 4

2 We Are Agile 5

bull We Do the Right Thing 5

bull We Rely on Our Code 6

bull We Speak Up 9

3 We Include All 12

bull We Respect All 12

4 We Earn Trust 14

bull We Respect Private Sensitive and Confidential Information 14

bull We Avoid Conflicts of Interest 17

bull We Give and Receive Appropriately 20

5 We Pursue Purpose 22

bull We Use Our Assets Wisely 22

bull We Maintain Accurate Books and Records 25

bull We Follow the Law 28

6 We Champion Innovation 34

bull We Act With Integrity 34

7 Glossary 36

Table of Contents

A Message from our Chief Compliance and Ethics Officer












Sincerely yours



3Contents



OurCorporate

Policies

OurBusiness

Unit Policies


business conduct





Values




PursuePurpose

Play Video

Earn Trust

Play Video

Champion Innovation

Play Video

Be Agile

Play Video

Include All

Play Video













NO

YES

NO

YES

NO

YES

NO

YES




Take the action










Managers Must


Speak Up











legal

SPEAK UP


illegal activity

SPEAK UP



illegal activity

SPEAK UP


















issues












Employee


relevant data


information



actions


if needed

















bull Legal

































We Earn Trust






























We Earn Trust










loyalty





brother-in-law




your business unit


Example




Examples





Example



19Contents











We Earn Trust


















































Example















































Communications Laws



















































































































Sincerely yours



3Contents



OurCorporate

Policies

OurBusiness

Unit Policies


business conduct





Values




PursuePurpose

Play Video

Earn Trust

Play Video

Champion Innovation

Play Video

Be Agile

Play Video

Include All

Play Video













NO

YES

NO

YES

NO

YES

NO

YES




Take the action










Managers Must


Speak Up











legal

SPEAK UP


illegal activity

SPEAK UP



illegal activity

SPEAK UP


















issues












Employee


relevant data


information



actions


if needed

















bull Legal

































We Earn Trust






























We Earn Trust










loyalty





brother-in-law




your business unit


Example




Examples





Example



19Contents











We Earn Trust


















































Example















































Communications Laws











































































































OurCorporate

Policies

OurBusiness

Unit Policies


business conduct





Values




PursuePurpose

Play Video

Earn Trust

Play Video

Champion Innovation

Play Video

Be Agile

Play Video

Include All

Play Video













NO

YES

NO

YES

NO

YES

NO

YES




Take the action










Managers Must


Speak Up











legal

SPEAK UP


illegal activity

SPEAK UP



illegal activity

SPEAK UP


















issues












Employee


relevant data


information



actions


if needed

















bull Legal

































We Earn Trust






























We Earn Trust










loyalty





brother-in-law




your business unit


Example




Examples





Example



19Contents











We Earn Trust


















































Example















































Communications Laws




















































































































NO

YES

NO

YES

NO

YES

NO

YES




Take the action










Managers Must


Speak Up











legal

SPEAK UP


illegal activity

SPEAK UP



illegal activity

SPEAK UP


















issues












Employee


relevant data


information



actions


if needed

















bull Legal

































We Earn Trust






























We Earn Trust










loyalty





brother-in-law




your business unit


Example




Examples





Example



19Contents











We Earn Trust


















































Example















































Communications Laws

















































































































Managers Must


Speak Up











legal

SPEAK UP


illegal activity

SPEAK UP



illegal activity

SPEAK UP


















issues












Employee


relevant data


information



actions


if needed

















bull Legal

































We Earn Trust






























We Earn Trust










loyalty





brother-in-law




your business unit


Example




Examples





Example



19Contents











We Earn Trust


















































Example















































Communications Laws


















































































































legal

SPEAK UP


illegal activity

SPEAK UP



illegal activity

SPEAK UP


















issues












Employee


relevant data


information



actions


if needed

















bull Legal

































We Earn Trust






























We Earn Trust










loyalty





brother-in-law




your business unit


Example




Examples





Example



19Contents











We Earn Trust


















































Example















































Communications Laws


























































































































issues












Employee


relevant data


information



actions


if needed

















bull Legal

































We Earn Trust






























We Earn Trust










loyalty





brother-in-law




your business unit


Example




Examples





Example



19Contents











We Earn Trust


















































Example















































Communications Laws















































































































Employee


relevant data


information



actions


if needed

















bull Legal

































We Earn Trust






























We Earn Trust










loyalty





brother-in-law




your business unit


Example




Examples





Example



19Contents











We Earn Trust


















































Example















































Communications Laws
























































































































bull Legal

































We Earn Trust






























We Earn Trust










loyalty





brother-in-law




your business unit


Example




Examples





Example



19Contents











We Earn Trust


















































Example















































Communications Laws































































































































We Earn Trust






























We Earn Trust










loyalty





brother-in-law




your business unit


Example




Examples





Example



19Contents











We Earn Trust


















































Example















































Communications Laws





























































































































We Earn Trust










loyalty





brother-in-law




your business unit


Example




Examples





Example



19Contents











We Earn Trust


















































Example















































Communications Laws












































































































brother-in-law




your business unit


Example




Examples





Example



19Contents











We Earn Trust


















































Example















































Communications Laws



















































































































We Earn Trust


















































Example















































Communications Laws

















































































































































Example















































Communications Laws




















































































































































Communications Laws









































































































the integrity of change of conduct... · neil e . de crescenzo, ceo neil e . de crescenzo, ceo a...

Documents