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Code of Business Conduct
Standard 6
Don't Offer or Accept a Bribe or Kickback. Do not accept favors from potential
business partners in exchange for your business decisions, and do not offer
favors to potential customers in return for business.
Company employees are strictly prohibited from offering, giving, soliciting
and/or accepting gratuities, bribes and kickbacks. Offering or accepting a gift
or gratuity in exchange for favorable treatment or to secure business is
illegal and can subject you as an individual and the company as an organization
to criminal prosecution. You must never offer, give, solicit or accept items
such as cash, loans, gift certificates, travel, invitations to attend or
participate in activities such as sporting events or hunting trips, or other
things of value in order to secure business or in return for giving business.
This prohibition applies across the board to all of our business relationships,
whether those relationships are with the government or with private sector
entities.
You must be especially vigilant in your business dealings with actual or
potential business partners to ensure that what you may construe as a routine
business courtesy is not in fact a bribe or a kickback. A routine business
courtesy will generally be of fairly low value and will be reasonably related
to a legitimate business objective, such as food served at a breakfast meeting
to non-government customers or a coffee mug with the company logo given to a
non-government customer. A routine business courtesy does not include a lavish
dinner for a large group of people, a weekend trip, travel expenses for
business meetings, and other expenditures designed to induce a customer to
enter a contractual relationship with the company. To the extent that you feel
that social activities are helpful in maintaining good customer relations, you
must coordinate closely with your management and with the company's legal
department to ensure that such activities do not run afoul of this standard or
federal, state and local law.
Because employees of the government are subject to strict rules concerning
gifts, meals and other business courtesies, we must all take special
precautions to ensure that no company employee offers or provides any gifts,
entertainment, meals (aside from minor refreshments), or anything else of value
to a government employee without prior approval of the company legal
department.
We must also ensure that the business relationships we as a company enter into
do not run afoul of this standard or the laws against kickbacks and bribes. For
example, if we as a company enter into an agreement with a vendor to take stock
in the vendor in exchange for awarding that vendor a subcontract on a
government contract, the stock agreement would likely be construed to be an
illegal kickback.
Likewise, we must be especially vigilant in the area of consulting agreements.
In the provider context, consulting agreements between entities such as
hospitals, medical supply companies and laboratories on the one hand, and
physicians on the other hand, have been found to have been entered for the
purpose of inducing referrals and to therefore violate the Medicare and
Medicaid Anti-Kickback Act. Thus, any proposed arrangement or agreement tying
compensation to the anticipated volume of business must be referred to the
company's legal department for their review.
Violation of this standard will subject the company employee to the full range
of disciplinary sanctions, up to and including termination for cause where
appropriate.
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