CODE OF CONDUCT STATEMENT OF BELIEFS
We believe that each community served is different and that the success of each facility depends upon the actions of each colleague, contractor, and agent of that facility.
We have adopted the following Statement of Beliefs that summarizes the commitments of the organization’s constituents to our customers colleagues, and the communities served.
We are dedicated to providing exceptional technology cost effective, and efficient service to our customers with satisfaction as our top priority.
We recognize the value of each colleague in providing quality, personalized care to our clients. We encourage colleague involvement in quality improvement to improve processes on an ongoing basis. We advocate participation in community activities.
We are committed to involving customers and vendors in partnership, both as consumers of service and as providers in ensuring quality and innovation.
We demonstrate that Safety is a core value with our highly reliable leadership methods, SAFE error prevention behaviors and communications.
We are devoted through services, quality, and innovation to provide continued corporate leadership in the communities we serve.
Although aspects of the Compliance Program focus on various legal areas, the primary focus of the Compliance Program is to ensure that internal policies and controls, training and education, and auditing and monitoring are in place to help prevent, detect, and deter fraud, abuse, and waste in corporate and government programs.
Accordingly, we are dedicated to compliance with all federal, state, and local laws, rules, and regulations, including privacy and security of private information, billing, and documentation guidelines, and financial arrangements.
It is my pleasure to welcome you to COMSovereign Holding Corp. ("COMS") When you decided to join our organization, you made an important personal and professional decision. Your decision included a responsibility not only to provide high quality work, but also to personally conduct yourself in such a way that is consistent with the organization’s commitment to operate with the highest standards of integrity and behavior.
Every person, business or government entity that comes in contact with a COMS representative expects this level of commitment, and so do we. It’s the way we do business.
We have created a Code of Conduct which starts with our Statement of Beliefs and is an integral part of our compliance program. It should be used with policies and procedures, applicable regulations and laws and good common sense. It serves as a solid framework for business decisions and similar laws, it is mandatory that each of us comply with this Code of Conduct every single day.
As a condition of your association with COMS, it is required that you read the Code of Conduct so that you are aware of these standards.
Thank you very much.
David Knight, CEO, COMSovereign.
The Code of Conduct (the “Code”) is designed to provide all persons and businesses associated with COMSovereign Holding Corporation and its subsidiaries (collectively “COMS” or the “organization”) including directors, officers, colleagues, contractors, and agents with guidance to perform their daily activities in accordance with the organization’s ethical standards and all federal, state, and local laws, rules, and regulations. The Code is an integral component of the organization’s Compliance Program and reflects our commitment to achieve our goals within the framework of the law through a high standard of business ethics and compliance.
This Code of Conduct has been adopted by the Board of Directors of COMS and by each subsidiary.
The Code encompasses a summary of many topics from Compliance policies and other department policies. The Compliance policies and other department policies and procedures provide more specific guidance relating to the topics presented in the Code. It is the obligation of COMS colleagues to be knowledgeable about and adhere to these policies as well as the Code.
The Code is based on federal, state and local regulatory compliance and therefore compliance with all policies incorporated into the Code of Conduct is mandatory. Failure to comply with any of the provisions of this Code of Conduct may result in disciplinary action by your specific facility for colleagues and cancellation of contractual or business relationships with contractors, vendors, and agents.
Violations of portions of this Code relating to federal programs may lead to severe consequences including, but not limited to, civil monetary penalties and/or exclusion from federal programs for colleagues, contractors, vendors, agents, facilities, or COMS. Questions or concerns regarding interpretation of this Code or any Compliance policy should be addressed to a supervisor, the Facility Compliance Officer (FCO)2, the Corporate Compliance and Privacy Officer, or the Confidential Disclosure Program.
THE ROLE OF MANAGEMENT
Though all COMS colleagues are required to follow the Code of Conduct, all managers, directors, supervisors, board members, and corporate staff are expected to set the example by conducting their business affairs consistent with the highest ethical and legal standards. Managers must ensure their staff has the tools to perform assigned tasks according to applicable laws, rules, regulations, and policies. In addition, the Board of Directors of COMS has established the Executive Compliance Committee (the “Committee”). The Committee is responsible for the adoption, amendment, and ultimate enforcement of the Compliance Program. The standing members of this committee are:
David Knight, Chief Executive Officer
Kevin M. Sherlock, Secretary and General Council
Richard J. Berman, Director
James A. Marks, Director
Kevin M. Sherlock, Secretary and General Council, Corporate Compliance and Privacy Officer
Facility Compliance Officer (“FCO”) collectively refers to Compliance Officers of any COMS affiliated entity.
The Corporate Compliance and Privacy Officer is Kevin Sherlock. Mr. Sherlock is an employee of COMS. The responsibilities of the Corporate Compliance and Privacy Officer include:
● Overseeing and monitoring the implementation of the Compliance Program.
● Designing and deploying a comprehensive compliance risk assessment program to identify potential risks to the organization.
● Creating routine and focused auditing and monitoring activities pursuant to identified potential risks
to the organization, and acting upon the results of those assessments to mitigate and correct inappropriate or inadequate controls, up to and including reporting to appropriate government authorities.
● Meeting regularly with the Executive Compliance Committee to discuss compliance risks, progress of implementation of risk mitigation activities, and assisting the Committee with establishing plans and methods to reduce the organization’s vulnerability to fraud, abuse and waste.
● Periodically revising the Program in light of changes in the needs of the organization, and in the law and policies and procedures of government and private payer health plans.
● Developing, coordinating, and participating in a multifaceted education and training program that focuses on the elements of the Compliance Program, meeting federal requirements, and seeks to ensure that all appropriate colleagues and management are knowledgeable of, and in compliance with, pertinent federal and state laws and regulations.
● Seeking to ensure independent contractors, vendors and/or agents who furnish medical and other services to the facilities are aware of the requirements of the Compliance Program.
● Coordinating personnel issues with appropriate managers to assure colleagues, and independent contractors have not been sanctioned or excluded from participation in any federal program.
● Assisting the organization’s financial officers in coordinating internal review and monitoring activities, including periodic reviews of facilities.
● Independently investigating and acting on matters related to compliance, including the flexibility to design and coordinate internal investigations (e.g., responding to reports of problems or suspected violations) and any resulting corrective action with all facilities, departments, providers and sub- providers, vendors, agents and, if appropriate, independent contractors.
● Developing policies and programs that encourage the reporting of suspected fraud and other improprieties without fear of retaliation.
● Preparing and submitting all periodic reports required under the Compliance Program to the Executive Compliance Committee, the Board Audit and Compliance Committee, and the government under any Corporate Integrity Agreements or compliance reporting requirements for settlement agreements.
THE ROLE OF THE INDIVIDUAL
Every COMS colleague is required to comply with the Code of Conduct. Each individual is expected to perform his/her daily activities with the highest standards of ethics and compliance. Colleagues should notify their FCO, their Facility Privacy Officer (“FPO”), the Corporate Compliance and Privacy Officer or the Confidential Disclosure Program of any known or suspected violations of law, the Code of Conduct, or Compliance Policy. The only way we can address concerns and live up to our expectations for ethical conduct is if we learn about those concerns as soon as they arise.
If an individual is concerned about a personnel action that does not involve any violation of law, the Code of Conduct, or Compliance Policy, he/she may file a grievance at the facility where he/she is employed. Your facility Human Resources Department can provide a grievance resolution form and assistance in preparing and presenting a grievance. Information provided or received as part of the grievance process is held in strict confidence. Refer to your Handbook or contact your Human Resources Department for more information.
CODE OF CONDUCT IN THE WORKPLACE
Harassment, Discrimination, Retaliation, and Violence
Everyone has a right to a work environment free of unlawful harassment, discrimination, and retaliation based on race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, genetic information, citizenship, veteran status, military or uniformed services, or other legally protected characteristics or conduct. We will not tolerate any unlawful harassment of colleagues or applicants. The organization will take action to fairly and objectively address any complaints of unlawful harassment, discrimination, retaliation, or workplace violence. If you experience or witness such behavior, contact your facility Human Resources Department, the FCO, the Corporate Compliance and Privacy Officer, or the Confidential Disclosure Program.
Workplace violence, such as robbery, assault, battery, vandalism, and other crimes will not be tolerated. Colleagues who witness any form of violence are required to report the conduct to the facility Security Officers, the Human Resources Director, the FCO, the Corporate Compliance and Privacy Officer, or the Confidential Disclosure Program.
We value the talents and skill sets of each colleague. The organization is determined to provide an equal opportunity environment and to comply with all laws, regulations, and policies. It is the policy of each COMS affiliate to provide equal opportunity without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, genetic information, citizenship, veteran status, military or uniformed services, or other legally protected characteristics.
Investments and Conflicts of Interest
Outside financial interests that might influence decisions or actions of colleagues in the performance of their duties for the organization are to be avoided. Potential conflicts of interest might include:
● A personal or family interest in an enterprise that has a business relationship with the organization or a
● An investment in another business that competes with the organization or a facility.
Any potentially conflicting financial interest owned or acquired (including by gift or inheritance) must be disclosed immediately to the Corporate Compliance and Privacy Officer. Divestiture of such interest may be required if the financial interest is deemed to be in conflict with the organization’s best interests. This does not apply to minimal holdings of the stock or other securities of a corporation whose shares are publicly traded and which may also do business or compete with a facility or the organization.
Relationships with Vendors and Suppliers
When conducting business with vendors or suppliers colleagues are expected to maintain impartial relationships with the organization’s vendors and suppliers and should be motivated solely to acquire goods, purchase services, and make other transactions on terms most favorable to the organization. Care must be exercised to avoid even the appearance of favoritism on behalf of a vendor or supplier due to personal relationships. Colleagues or their families may not accept any gifts (except those of nominal value), special discounts or loans (other than from established banking or financial institutions), excessive entertainment, or substantial favors from any organization or individual that conducts or is seeking to conduct business with the organization. Reasonable judgment should be used in the determination of “excessive or substantial,” and acceptance made only with the approval of a department director or higher level member of management.
Periodically, a vendor may sponsor seminars, training, product demonstrations, or other types of meetings. Vendor-sponsored training including travel and lodging, may be paid by the vendor when the business value outweighs any recreational or entertainment value of the event. Appropriate approvals must be obtained in advance. Questions should be directed to the Corporate Compliance and Privacy Officer.
Colleagues or their families should not offer, give, solicit, or accept kickbacks, rebates, or anything of value to or from any representative of a vendor, supplier, customer, potential customer, patient, physician, financial institution, or similar entity. Cash gifts or tips or cash substitutes in any amount or from any source are strictly prohibited. Such practices are unethical and in many cases illegal.
Reference: Discounts and Waivers Policy, Policy on Purchasing Goods and Vendor Relationships (Discounts), Business Courtesies and Other Miscellaneous Financial Arrangements with Potential Referral Sources, and your employee handbook.
Professional Licenses, Certifications, and Credentials
Colleagues who are required to maintain professional licenses, certifications, or other credentials are personally responsible for maintaining these items in a current and up-to-date status while complying with all pertinent federal, state, local, or professional requirements governing their field of expertise. Proof of current professional licenses, certifications, or credentials must be supplied upon request. No colleague requiring a professional license, certification, or credential will be allowed to perform his or her job duties or contracted assignments until such time he/she meets this requirement. Falsification of certification, licensure, or credentials will lead to disciplinary action up to and including termination.
Substance Abuse and Controlled Substances
The use of intoxicants, substances causing impairment, or illegal drugs including prescription drugs prescribed for someone other than the colleague while on the job or on the premises is prohibited. Use of such substances off the job or off premises may also be the subject of disciplinary action by your employing facility. Your facility will require substance testing on pre-employment, for cause, and random bases. In addition, we have implemented other drug screening programs to detect and deter the inappropriate use of drugs in the workplace.
At times, colleagues may need to take prescription or over-the-counter drugs that could impair their job performance. It is important for such persons to notify their supervisor if their medication could adversely affect their job performance.
Use of Organizational Assets
The assets of the organization are to be used solely for the benefit of the organization. Each colleague is responsible for assuring that assets are used only for valid purposes. These assets include, but are not limited to, physical plants, equipment, computers, corporate funds, supplies, services, personally identifiable information, payment card data, office supplies and facility business operations that have not been shared with the general public. These assets will not be used to provide personal gain for colleagues or others. Improper use or removal of the organization’s assets is a violation of the Code of Conduct and possibly a violation of the law.
Our organization may not transfer any of our assets to other people except for fair market value consideration and in the ordinary course of business. Computer equipment, hard drives, and other electronic media devices must be disposed of through a COMS-approved secure IT asset disposition vendor such as Iron Mountain, or a method defined by policy. Donation of such equipment may only be considered for equipment without memory functionality or that has had memory removed/sanitized via a COMS-approved method. Donations may only be provided to associations or organizations such as schools, charities, or social services groups. Donations, trades, or sales to workforce members, vendors, or similar individuals are prohibited. Any exception to this policy must be approved by the COMS Information Security Officer and the Corporate Compliance and Privacy Officer.
Health, Safety, and the Environment
We are committed to providing a safe and healthy workplace for all colleagues, customers, patients, and visitors. We are equally committed to minimizing any negative impact upon the environment. These commitments can be achieved through the awareness and cooperation of all colleagues. We are a learning organization, learning from safety events and near misses as they are communicated via the COMS Safety Organization.
Each colleague is responsible for abiding by safe operating procedures, guarding his/her own health along with his/her colleagues, utilizing pollution control systems, and following safe and sanitary procedures for the disposition of industrial and hazardous waste materials. We are committed to sustaining a highly reliable environment for safety and service. Colleagues should report to a supervisor, department head, the Facility Compliance Officer, the Corporate Compliance and Privacy Officer, or the Confidential Disclosure Program any condition they perceive to be unsafe, unhealthy, or hazardous to the environment. In the event a report of unsafe practices is made, we will review the matter using the Fair Culture Principles.
Inside Information and Securities Trading
Inside information, such as acquisition plans, financial and operating data (before it is publicly released), marketing plans, or other business material is nonpublic information. At times, colleagues may become aware of inside information, but the use of inside information for personal gain is strictly prohibited and possibly against the law. In addition, disclosing inside information to colleagues, relatives, or friends in an effort to influence their decision to buy, sell, or hold the parent company’s or any other company’s securities or stock options is strictly prohibited. Inside information should only be shared with people inside the organization whose jobs require the information. For more information, see the Insider Trading Policy in my Policies.
Colleagues may not engage in any illegal or improper acts to acquire a competitor’s trade secrets, customer lists, technical developments, or operations. In addition, a competitor’s employees shall not be hired for the purpose of obtaining confidential or proprietary information about the competitor. Competitor’s personnel, customers, or suppliers must not be urged or coerced to disclose confidential or proprietary information about the competitor, nor shall such information be sought from competitor’s employees subsequently hired by the organization.
Government or Union Officials
Colleagues will not offer any government employee, union official, or their representatives any meals, entertainment, or gifts that would cause the donor or the recipient to be in violation of any law, regulation, or policy.
FINANCIAL, BUSINESS AND MEDICAL INFORMATION, AND INFORMATION SYSTEMS
Financial Reporting and Records
As a public organization, our integrity and reputation depend upon the accuracy and completeness of our financial statements. All accounts and financial records must be maintained strictly in accordance with the COMS Financial Policies and Procedures, as amended from time to time. Colleagues must always keep in mind that each bookkeeping and financial entry will ultimately be incorporated into our consolidated financial statements. Our consolidated financial statements are certified by our officers as being true and materially accurate and not misleading and are presented to the public and the federal government in accordance with generally accepted accounting principles and all Securities and Exchange Commission rules and regulations. All personnel who make bookkeeping and financial entries, prepare financial reports and statements, and disperse assets (especially cash) have special ethical obligations as you perform your duties. When you sign your annual acknowledgement of the COMS Code of Conduct, you are certifying adherence with the following principles:
To the best of my knowledge and ability:
1. I act with honesty and integrity, and I avoid actual or apparent conflicts of interest.
2. I provide constituents with information that is accurate, complete, objective, relevant, timely and understandable.
3. I comply with the rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.
4. I act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing my independent judgment to be subordinated.
5. I respect the confidentiality of proprietary financial and accounting information acquired in the course of my work except when authorized or otherwise legally obligated to disclose.
6. I share knowledge and maintain skills important and relevant to my constituents’ needs.
7. I proactively promote ethical behavior in the preparation and maintenance of the organization’s books and accounts and financial records.
8. I achieve responsible use of and control over all assets and resources employed or entrusted to me.
Many laws and regulations govern publicly traded companies. Proprietary information acquired during the course of employment or contract with the organization is not to be discussed with anyone outside the organization and only discussed within the organization on a need to know basis. Except with proper written authorization by the appropriate personnel of your facility or where required by law, colleagues may not use, or disclose to others, any trade secrets or confidential technology, proprietary information, customer lists, or any other proprietary knowledge gained as a result of his/her employment. Upon separation of employment from your facility, colleagues are prohibited from taking, retaining, copying, or directing any other person to take, retain or copy any proprietary or confidential information belonging to any COMS-affiliated entity without prior written permission, regardless of the form the proprietary or confidential information takes: papers, data, client lists, books, records, files, or any other form.
Retention and Disposal of Documents and Records
Legal and regulatory practice requires the retention of certain records for various periods of time, particularly in the following areas: customer accounting, tax, personnel, health and safety, environment, contract, and corporate office. In addition, no records or files may be destroyed when there is pending or imminent litigation, government investigation, or an audit; relevant records must not be destroyed until the matter is concluded. Destruction of records and/or files to avoid disclosure in a legal proceeding may constitute a criminal offense. Colleagues should consult the organization’s various record retention policies before any records and/or files are destroyed. All business records must be retained in accordance with the laws in the state in which the facility is located. Affiliates should have a regular process to identify and destroy records eligible for destruction.
Reference: Document and Record Retention Policy; Document and Record Retention Schedule
Electronic Media, Records, and Documents
Many different types of media are used by us to create, store, maintain, and communicate information. Electronic media such as telephones, other communications systems, e-mail, Internet access, and voice mail are provided to colleagues for business use. Since these electronic media are the property of the organization, colleagues should assume these communications are not private and may be monitored. Unless authorized by the appropriate personnel at your facility or required or authorized by law, any confidential patient information, non-public proprietary business information (trade secrets, intellectual property, company financial data, plans, strategies, research, analyses), or other legally confidential information must not be conveyed by any media sources unless appropriate security measures are in place. Unless authorized, never send or forward such information via email unless approval has been granted by a manager and the data is appropriately encrypted. Colleagues must not use the organization’s electronic media to distribute or transmit any unlawful or obscene materials.
Email and internet access shall be used only by authorized users in the performance of their assigned job duties. Responsible, incidental personal use is acceptable, provided that it does not (a) interfere with the colleague’s (or another colleague’s) performance of job duties, (b) use the resources in a manner that limits or impedes their use of access for legitimate business purposes, or (c) violate this or any other organization or facility policy.
Reference: Electronic Communications Policy
POLITICAL ACTIVITIES AND CONTRIBUTIONS
We support colleague participation in civic affairs and political activities. However, these affairs and activities must not create a conflict of interest with the organization nor reduce the individual’s work performance. Colleagues must recognize that involvement and participation in political activities is on an individual basis, on their own time, and at their own expense. When colleagues speak on public issues, they must make it clear to the audience that their comments are their own personal viewpoints.
No colleague is authorized to contribute, directly or indirectly, any assets of any COMS affiliate including cash or the work time of any colleague, to any political office holder, party or campaign of any candidate for federal, state, or local office without following the appropriate approval process set forth in the COMS Financial Policies and Procedures.
We encourage colleagues to participate in community service projects.
THE COMPLIANCE PROGRAM Program Structure
The Compliance Program has been developed and adopted in furtherance of the understanding and commitment of the management of the organization that all activities of the organization and the organization’s colleagues and those acting on their behalf shall be conducted in a legal and ethical manner. Although aspects of the Compliance Program focus on various legal areas, the primary focus of the Compliance Program is to ensure that internal policies and controls, training and education, and auditing and monitoring are in place to help prevent, detect, and deter fraud, abuse, and waste in government health care programs.
We are committed to the development and implementation of an effective and voluntary compliance program that meets or exceeds the requirements and expectations of government regulators and industry norms and standards.
We are committed to creating and maintaining a culture that promotes prevention, detection, and resolution of instances of conduct that do not conform to federal, state, or local laws, rules, and regulations; or the Code of Conduct.
The structure of the Compliance Program is guided and approved by the Executive Compliance Committee. There is also a Corporate Compliance and Privacy Officer, a Corporate Compliance Work Group, Facility Compliance Committees, FPOs, and FCOs. Additional elements of the ongoing Compliance Program include:
● Maintenance, publication, and distribution of the Code of Conduct and Compliance policies and procedures.
● Design and implementation of standard auditing and monitoring functions.
● Use of standard audit results to determine targets for improvement and education.
● Preparation and implementation of system-wide policies, procedures, and tools to comply with
federal, state and local laws, statutes, regulations, and any Corporate Integrity Agreement
requirements (e.g., the False Claims Act, Stark, Anti-Kickback Statute, etc.).
● Continuation of the compliance training and education program.
● Enhancement of the Confidential Disclosure Program.
● Investigation of reports received through the Confidential Disclosure Program.
● Formal risk assessment of COMS affiliates and of the Compliance Program.
● Periodic reports to the COMS Board of Directors Audit and Compliance Committee (Board
The Senior Vice President, Corporate Compliance and Privacy Officer for COMS is Mr. Kevin Sherlock
Reporting Questions or Concerns
Questions or concerns about potential compliance or privacy violations may be addressed to any of the following:
● Your supervisor or department head
● Any supervisor or department head
● Your Facility Compliance Officer
● Your Facility Privacy Officer
● The Corporate Compliance and Privacy Officer
The Confidential Disclosure Program Hotline at 1-206-796-0173
If a colleague feels a question or concern is not resolved appropriately, the colleague should report the matter immediately to the Confidential Disclosure Program hotline or to the Corporate Compliance and Privacy Officer.
Violations and unresolved suspected violations of any laws, rules, regulations, and/or the Code of Conduct must be reported to the Corporate Compliance and Privacy Officer or through the Confidential Disclosure Program.
Failure to report a known or suspected violation of the law, Code of Conduct, or any Compliance Policy could subject an individual to disciplinary action. However, intentionally false or misleading reports made with the intent to damage another person’s reputation violate the Code of Conduct.
An individual reporting known or suspected improper conduct is not required to identify himself/herself. Anonymous calls and communications will be investigated and acted upon in the same manner as calls where the caller or writer reveals his/her identity. No effort will be made to determine the identity of an individual making an anonymous report unless the individual admits to engaging in improper conduct. Individuals are encouraged to describe the conduct or incident in sufficient detail to enable the organization to investigate the matter.
Any supervisor who attempts to divert, discourage, or retaliate against a colleague for reporting a compliance concern will be subject to severe discipline, up to and including discharge.
Confidential Disclosure Program
Address: Corporate Compliance and Privacy Officer Community Health Systems
6890 E Sunrise Drive, Suite 120-506, Tucson, AZ 85750
You can submit a confidential reporting on the Corporate Compliance and Legal Disclaimer
Investigation of Known or Suspected Violations
Prompt, appropriate, confidential investigations into all Program calls, letters, and other forms of communication, both direct and indirect, including reports of site visits conducted by Compliance Work Group members, their staff, or consultants will be made. The COMS Compliance and Privacy Officer or her designee will coordinate any findings from the investigations and recommend corrective and/or disciplinary actions.
All colleagues are required to cooperate with the investigation efforts.
Once a reported violation is substantiated through the investigation process, corrective action will be initiated. Corrective action will be taken promptly to prevent similar occurrences at any COMS affiliated facility.
Violations of the Code of Conduct or the organization’s compliance policies will be subject to the organization’s normal disciplinary procedures. Disciplinary action that may be taken by your facility includes, but is not limited to, informal counseling, verbal and/or written warnings, investigative or disciplinary suspension, termination, probation, demotion, and/or incentive compensation withholding. The type of disciplinary action that is applicable is decided on the facts of each situation.
All colleagues will sign a form indicating they have reviewed a copy of the Code and agree to abide by the Code of Conduct, all laws and regulations. In addition, all colleagues will reaffirm these actions on an annual basis. Compliance with the Code of Conduct and other policies will be considered by affiliated entities in employee evaluations and in decisions regarding promotion and compensation for all their employees. Nothing in this Code is intended to create enforceable employee contract rights.