Code of Business Conduct and Ethics
Table of Contents
- Our Mission Statement and Core Values
- To All Aveanna Team Members
- Aveanna Healthcare Values
- Treatment of and Response to Submissions
- Responding to Investigations and Legal Action
- Compliance with the Law
- Conflicts of Interest and How to Avoid Them
- Confidential and Proprietary Information
- Corporate Opportunities
- Protection and Proper Use of Company Assets
- Political Contributions and Political Lobbying Activity
- Honest, Ethical and Fair Dealing
- International Trade Controls
- Insider Trading
- Antitrust Laws
- Equal Employment Opportunity and Non-Discrimination
- Responsibility to Company Personnel
- Accuracy and Retention of Business Records
- Document Retention
- Quality of Public Disclosures
- Compliance Reviews
- Communications of Code
- Enforcement of the Code
- Reporting Accounting, Securities Law, and Similar Concerns
- Code of Business Conduct and Ethics Acknowledgment
Our Mission Statement and Core Values
To revolutionize the way homecare is delivered, one patient at a time.
- Team Integrity
To All Aveanna Team Members:
The reputation and continued success of Aveanna Healthcare Holdings Inc. (together with its subsidiaries, the “Company”) is dependent upon the conduct of its employees, directors, and certain designated agents. When acting on behalf of the Company, each employee, director, and designated agent, as a custodian of the Company’s good name, has a personal responsibility to ensure that his or her conduct is ethical and conforms to all applicable laws, rules, and regulations. At the Company, we believe that our achievements to date are a testament to the quality of our people, and that they will be critical to our ongoing success. We seek to hire, retain, and cultivate exceptional people who embody our core values.
Attached to help all of us is our Code of Business Conduct and Ethics (the “Code”). Our Code is a reaffirmation of the Company’s commitment to conducting its business ethically and to observing applicable laws, rules, and regulations. The Code reminds us of and guides us through the principles and requirements that govern our business and behavior. When representing the Company, each employee, director, and designated agent’s behavior must comply with and promote both the letter of the Code and its spirit of ethical conduct. Your adherence to these ethical principles is fundamental to our future success.
The Code cannot provide definitive answers to all possible questions. Accordingly, we expect each employee, director, and designated agent to exercise reasonable judgment to determine whether a course of action is consistent with our ethical and legal standards and to seek guidance when appropriate. Your supervisor will often be the person who can provide you with thoughtful, practical guidance in your day-to-day duties. We have also appointed Patrick Cunningham as our Chief Compliance Officer, so you should feel free to ask questions of or seek guidance from him at Patrick.Cunningham@aveanna.com.
Please read the Code carefully and make sure that you understand it. If you have any questions concerning the Code, please speak with your supervisor or the Compliance Officer. Within five days of reading the Code, please electronically submit your acknowledgment that you have reviewed and understood the Code and agree to abide by its provisions. You will also be asked at least annually in succeeding years to confirm in writing your understanding that your present and continued employment at the Company are conditioned on compliance with the Code, that you have received and reviewed the Code, and have complied with the Code during the preceding calendar year, commencing with the first year following adoption of the Code.
Aveanna Healthcare Values
Commitment to Professionalism
"The unique function of the nurse is to assist the individual, sick or well, in the performance of those activities contributing to health or its recovery (or to peaceful death) that he would perform unaided if he had the necessary strength, will, or knowledge. And to do this in such a way as to help him gain independence as rapidly as possible."– Virginia Henderson
As professionals, we strive to inspire confidence in those we serve. We treat our patients, their families, and our colleagues in a professional manner. Our desire is to work collaboratively in the best interests of those we serve and to promote their independence, with respect for and deference to the dignity of all. To this end, we will refrain from gaining any personal benefit or taking any advantage at the expense of our patients, their families, or other members of their personal and social networks.
As an Aveanna Healthcare TRUSTED Employee, I pledge to:
- Treat each patient and family with respect and dignity;
- Refrain from any action that might be harmful to the quality of life or health of those for whom I care;
- Use all my knowledge, skill, and understanding to practice my profession in accordance with the highest standards of that profession;
- Support and collaborate with fellow healthcare team members;
- Trust others and promote relationships based on trust and integrity;
- Ensure that all personal information entrusted to me is held securely and in the strictest confidence;
- Delineate and maintain professional boundaries and abstain from inappropriate involvement with my patients and in the personal relationships of my patients’ families;
- Care for my patients in a non-judgmental manner;
- Act in the best interest of my patients and their families at all times;
- Refrain from obtaining personal gain at my patients’ expense; and
- Enhance my skills and knowledge through continuing education and application of the most current clinical, ethical, and compliance standards prevailing in our industry and professions today.
The Board of Directors of Aveanna Healthcare Holdings Inc. (together with its subsidiaries, the “Company”) has established this Code of Business Conduct and Ethics to aid all the Company’s directors, officers, employees, and certain designated agents in making ethical and legal decisions when conducting the Company’s business and performing their day-to-day duties.
The Company’s Board of Directors or a committee thereof is responsible for administering the Code. The Board of Directors has delegated day-to-day responsibility for administering and interpreting the Code to a Compliance Officer. Our Chief Compliance Officer has been appointed the Company’s Compliance Officer under this Code.
The Company expects its directors, officers, employees, and designated agents to exercise reasonable judgment when conducting the Company’s business. The Company encourages its directors, officers, employees, and designated agents to refer to this Code frequently to ensure that they are acting within both its letter and spirit. The Company also understands that this Code will not contain the answer to every situation you may encounter or every concern you may have about conducting the Company’s business ethically and legally. If you have questions or concerns about this Code that are possibly not addressed in this Code, the Company encourages each director, officer, and employee to speak with his or her supervisor (if applicable or appropriate) and/or the Compliance Officer.
A Note About Other Obligations
The Company’s directors, officers, employees, and designated agents generally have other legal and contractual obligations to the Company. This Code is not intended to reduce or limit the other obligations that they may have to the Company. Instead, the standards in this Code should be viewed as the minimum standards that the Company expects from all of its directors, officers, employees, and certain designated agents in the conduct of the Company’s business.
Aveanna Healthcare has a robust compliance program consisting of a number of elements, including:
- Designation of a Compliance Officer and Compliance Committee;
- Lines of communication through a well-publicized compliance hotline and compliance email;
- Development of compliance policies and procedures, including this Code of Business Conduct and Ethics;
- A process to identify and respond compliance risk areas;
- Annual self-evaluation based on audit results (internal and external), hotline calls, and investigation results;
- A process for correcting and implementing corrective actions addressing compliance problems promptly and thoroughly via updated policies, procedures, and systems that reduce the potential for their recurrence;
- Compliance training at orientation and annually that meets all Deficit Reduction Act and CMS requirements; and
- A reasonable level of resources devoted to address identified gaps, identify solutions, implement solutions, and re-review to ensure that problems are fixed.
Where to Go With a Question or Concern or to Report a Violation
If you have a question, need an explanation of the Code, or want to know whether a provision of the Code applies to a situation, the best place to start is with your supervisor, the Compliance Department, or the Chief Compliance Officer.
If you believe any employee is violating the Code or otherwise acting, or potentially acting, in an illegal or unethical manner, you must report it. Doing so shows your sense of responsibility and fairness toward the Company’s customers and your fellow employees.
Reporting violations of the Code is also necessary because failure to report a violation may lead to sanctions and disciplinary actions for encouraging, directing, facilitating, or permitting non-compliant behavior. It may also be considered a criminal act..
Aveanna has disciplinary policies that outline expectations for assisting in the resolution of compliance issues.
While reporting violations and suspected violations is strongly encouraged, it is unacceptable to knowingly file a false or materially misleading report.
Potential violations of the Code or other Company policies, or any concerns or complaints, may be reported to the Chief Compliance Officer or the Compliance Department in one of the following ways:
- By mailing a written description of the violation, complaint, or concern to the following address:
400 Interstate North Parkway SE, Suite 1600
Atlanta, Georgia 30339
Attn: Chief Compliance Officer
- By sending a written description of the violation, complaint, or concern to the following e-mail address:
- By calling the following hotline number and leaving a message describing the violation, complaint, or concern:
- By reporting the violation, complaint, or concern in person to the Chief Compliance Officer or a Compliance Department team member.
Individuals who are not employees may also report any concerns by using one of the methods above. Potential violations of the Code or other Company policies by the Compliance Department should be reported directly to the Chairperson of the Audit Committee by mailing a written description to the physical address above, Attn: Chairperson of Audit Committee. If you choose, potential violations or concerns may be reported anonymously.
Treatment of and Response to Submissions
Review and Response
The Chief Compliance Officer and/or a member of the Compliance Department will check the mailbox, e-mail address, and hotline on a regular basis and respond to all submissions where the reporter is contactable. The Chief Compliance Officer, with the assistance of the Compliance Department, will determine the appropriate means of addressing concerns or complaints, and will investigate any reported violations and determine whether any disciplinary and/or other corrective action should be taken.
The Chief Compliance Officer will report, in writing, on all violations, complaints or concerns contained in the submissions to the Audit Committee in executive session. The Audit Committee will perform an independent and objective assessment of the violations, complaints, or concerns and of any response.
In appropriate circumstances, the Chief Compliance Officer will have the authority and discretion to bring any submission immediately to the attention of the Audit Committee or to the Chairman of the Audit Committee. In addition to any action taken by the Chief Compliance Officer or the Compliance Department, the Audit Committee will take such action as it deems necessary or appropriate to address any violation, concern, or complaint, including obtaining outside counsel or other advisors to assist the Audit Committee .
Q: My office passed out our annual required compliance training tests and assessments with the answers already filled in on the answer key and asked me to just sign my name to the answer sheet. I am not going to take the annual compliance course; I’m just signing my name. Since this is the same test I took on hire, is this okay?
A: No . It is never okay to sign your name to something that you did not do . The purpose of the annual compliance course is to remind all employees of their responsibilities regarding compliance. Should this or something like this occur, it is your responsibility to notify the Compliance Department .
The Chief Compliance Officer is the designated contact person for individuals who wish to follow up on their submissions. If, after discussion with the Chief Compliance Officer, you are not satisfied with the response to the issue, you may report the matter directly to a member of the Board of Director’s Audit Committee.
Documentation of Response
Receipt of all non-anonymous submissions will be responded to either orally or in writing unless indicated otherwise. All compliance-related messages left on the hotline and all submissions (written and oral) will be maintained in a confidential file by the Chief Compliance Officer for a minimum of seven years following receipt. The Chief Compliance Officer will also maintain a record of each response, including the date of acknowledgment and any other actions taken. Such records shall be maintained confidentially. Access to the confidential file will be restricted to the Chief Compliance Officer, the Compliance Department, members of the Audit Committee, and individuals specifically designated by the Audit Committee.
Protection from Retaliation or Intimidation
Essential to the success of the Code is open communication by all employees of concerns, complaints, and questions relating to any aspect of compliance or business ethics without fear of retribution or retaliation. The Company will not tolerate retaliation or intimidation in any form against any employees who, in good faith, report any concern or illegal or unethical conduct. Any retaliation or intimidation will be cause for disciplinary action, up to and including termination of employment (of the retaliator). You may report retaliation concerns using the same procedure described above for reporting concerns, complaints, and violations.
When reporting suspected violations of the Code, the Company prefers that directors, officers, employees and designated agents identify themselves in order to facilitate the Company’s ability to take appropriate steps to address the report, including conducting any appropriate investigation.
However, the Company also recognizes that some people may feel more comfortable reporting a suspected violation anonymously. If a director, officer, employee, or designated agent wishes to remain anonymous, he or she may do so and the Company will use reasonable efforts to protect the identity of the reporting person, subject to applicable laws, rules, and regulations and to any applicable legal proceedings. In the event the report is made anonymously, however, the Company may not have enough information to investigate or evaluate the allegations. Accordingly, persons who make reports anonymously should provide as much detail as possible to permit the Company to evaluate the matter(s) set forth in the anonymous report and, if appropriate, commence and conduct an appropriate investigation.
Discipline for Violations
All employees are expected to comply with all provisions of the Code and with all of the Company’s other corporate policies. Compliance is a condition of continued employment. The Company intends to enforce the provisions of the Code and its other policies strictly, vigorously, and consistently. Any violation of the Code or the Company’s policies will be dealt with promptly in compliance with existing policies and procedures for managing personnel issues. Violations of the Code include, but are not limited to, failing to report a violation, condoning a violation by someone else, making a knowingly false report, and retaliating against or intimidating another person who reports a suspected violation in good faith. Anyone who violates the Code or the Company’s policies will be subject to disciplinary action, up to and including termination. Disciplinary actions will be firmly, consistently, and fairly enforced for all levels of personnel.
Waivers and Amendments
No waiver of any provisions of the Code for the benefit of a director or an executive officer (which includes, without limitation, for purposes of this Code, the Company’s principal executive and financial and accounting officers) shall be effective unless (i) approved by the Board of Directors or, if permitted, a committee thereof, and (ii) if applicable, such waiver is promptly disclosed to the Company’s stockholders in accordance with applicable U.S. securities laws and/or the rules and regulations of the exchange or system on which the Company’s shares are traded or quoted, as the case may be.
Any waivers of the Code for other employees may be made by the Compliance Officer, the Board of Directors or, if permitted by the Board of Directors, a committee thereof.
All amendments to the Code must be approved by the Board of Directors or a committee thereof and, if applicable, must be promptly disclosed to the Company’s stockholders in accordance with applicable United States securities laws and/or the rules and regulations of the exchange or system on which the Company’s shares are traded or quoted.
Responding to Investigations and Legal Action
All employees are required to cooperate with internal investigations. You must never destroy or alter any documents or electronic records, lie or mislead an investigator, or obstruct the collection of information relating to an investigation or legal action brought on behalf of, or against, the Company.
The Company will cooperate with government agencies responsible for investigating suspected violations of law. If requested by the Company, you are also required to cooperate with these agencies. You must notify the Compliance Department or the Legal Department immediately if you learn that a government agency or a third party is conducting such an investigation or asking for information pertaining to a suspected violation of law. Failure to cooperate will be addressed in accordance with company policies related to Professional Conduct.
Compliance with the Law
The Company is engaged in a highly regulated business, and is subject to various laws, regulations, and rules governing healthcare programs. It is the Company’s policy that its business be conducted in accordance with all applicable laws and regulations in a manner that will reflect a high standard of ethics. The Company requires its employees and agents to comply with all applicable laws, rules, and regulations in the locations where the Company does business. Violations of laws and regulations may subject an individual, as well as the Company, to civil and/or criminal penalties.
In order to comply with the law, employees and agents must learn enough about the laws that affect the Company in order to (a) identify potential issues, (b) know when and where to seek advice, and (c) obtain proper guidance on the correct way to proceed. Employees are strongly encouraged, and have an obligation, to raise concerns if they suspect some violation of the law or if they are uncertain as to the proper legal course of action.
The earlier a potential problem is detected and corrected, the more successful the Company will be in protecting its business and reputation. Where there is any doubt as to the lawfulness of any activity, advice should be sought from the Company’s Chief Compliance Officer, in consultation with the Compliance Department and/or the Legal Department.
Perceived pressure from supervisors or demands caused by business conditions are not excuses for violating the law.
Compliance with the law does not comprise our entire ethical responsibility; rather, it is a minimum essential condition for performance of our duties.
Failure to comply with the law will be managed in accordance with the Company’s personnel policies.
Federal healthcare programs such as Medicare and Medicaid are subject to an anti-kickback statute. You cannot pay a physician, hospital, payer, or vendor either cash or gifts in exchange for referrals of patients, supplies, or item of equipment to the Company. In turn, they cannot pay you to take patients or provide supplies or equipment from them. Also, if you know, or should have known, that an item could induce a purchase by a patient eligible for Medicare or Medicaid, this is also a violation of the anti-kickback statute.
Violations of this statute may result in the exclusion of the Company from participation in federal healthcare programs. Civil fines can be up to $21,916 for each occurrence, and possible criminal felony charges carry a $100,000 fine, ten years imprisonment, or both. There are exceptions (safe harbors) to this statute that reflect reasonable business practices; for example, you can provide refreshments at an open house, give healthcare literature to potential patients, and participate in a public health fair. For possible exceptions, please contact the Compliance Department.
Q: My cousin gave me several DVD players that were store models. I know that one of my patients really likes watching movies. Can I give him one of the DVD players?
A:No. Even though you didn’t pay for the DVD player, it has value and could possibly influence the patient to continue service with the Company rather than changing to a competitor.
Bribes, Kickbacks, and Other Improper Payments
The Company does not permit or condone bribes, kickbacks, or other improper payments, transfers or receipts. No director, officer, or employee should offer, give, solicit or receive any money or other item of value for the purpose of obtaining, retaining, or directing business or bestowing or receiving any kind of favored treatment.
Physician Self-Referral Law (Stark Law)
The Stark Law prohibits physicians from referring Medicare or Medicaid patients to a healthcare provider with which the physician or an immediate family member of the physician has a financial relationship. In addition, it prohibits healthcare providers from billing for such services. The Stark Law is specific to Medicare and Medicaid; however, similar state laws may apply to private payer patients, and additional Federal laws may apply in these situations. There are exceptions to the Stark Law that allow physicians to conduct reasonable business practices. Please contact the Compliance Department to discuss any concerns or issues.
Q: I know of a physician who refers all of her Medicare and Medicaid patients to a home health agency where her husband is the clinical supervisor. Can we bill for the services that we provide to her patients?
A: No. The Company cannot bill Medicare or Medicaid for services to patients who are referred to a healthcare provider with which the immediate family member of the physician has a financial relationship.
False Claims Act
The Federal False Claims Act prohibits knowingly making a false claim against the government. False claims can take the form of overcharging for a product or service, delivering less than the promised amount or type of service, underpaying money owed to the government, and charging for one thing but providing another. False claims also occur if a person or entity is excluded from the Medicare/Medicaid program but services from that person or entity are billed nevertheless.
Many states have also enacted statutes like the Federal False Claims Act, which provide civil remedies for the submission of false and fraudulent claims to state healthcare programs, including Medicaid.
Q: During the weekly billing review my supervisor discovered that there was no physician’s order for the recent visits made by the nurse. Since regulations require that all orders be obtained prior to services being delivered, my supervisor asked me to write an order and backdate it to before the services were provided. Is that okay?
A: No. It is never acceptable to backdate documents. Always date the orders for the actual day request and call the Compliance Department. The Company requires all employees to date documentation on the day written. Backdating is never acceptable.
Health Insurance Portability and Accountability Act (“HIPAA”)
Employees must comply with state and federal laws governing the confidentiality of certain patient information, including HIPAA, which regulates the use and disclosure of patient health information. All employees encounter personal health information at some time in their employment with the Company. HIPAA applies whether you work in the field or whether you work at a Company location or service center and provide billing services. Should you become aware of a breach in the confidentiality of personal health information, you must report it immediately to the Chief Compliance Officer and Privacy Officer, the Compliance Department, or the Security Officer.
Federal and state laws also require that the Company maintain certain business and patient records for minimum periods of time. All employees are also required to comply with the Company’s document retention policies and procedures. Personnel who engage in violations of the Anti-Kickback Statute, False Claims Act, or HIPAA will be treated according to company policies.
Q: I know that my supervisor takes home records that contain protected health information at night to work on them. We are now missing a portion of that paperwork. What should I do?
A: Notify your up-line manager and the Compliance Department as soon as you learn of the lost paperwork. The Company must report any breach of protected health information to the United States Department of Health and Human Services. Patients’ medical records should not be removed from the office. The only exception is in the event of a disaster according to our Disaster Policy or to comply with a subpoena.
Conflicts of Interest and How to Avoid Them
A “conflict of interest” occurs where an individual’s private interest interferes, or even appears to interfere, with the interests of the Company. Conflicts of interest often occur when you receive an improper personal benefit as a result of your position with the Company. Relationships with prospective or existing suppliers, contractors, customers, competitors, or regulators must not affect your independent and sound judgment. Business decisions and actions must be based on the best interests of the Company and must not be motivated by personal considerations or relationships.
In addition to the general need to prevent conflicts of interest, the Company is subject to laws and regulations controlling contractual and other relationships with sources of referrals to the Company or recipients of referrals from the Company. Such matters are discussed in more detail in the Company’s Conflict of Interest Policy. General guidelines to help you better understand several of the most common examples of situations that may cause a conflict of interest are discussed below. Employees are required to disclose to the Chief Compliance Officer or the Compliance Department any situation that may be, or may appear to be, a conflict of interest.
Any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest should be reported promptly to the Compliance Officer. The Compliance Officer may notify the Board of Directors or a committee thereof as he deems appropriate. Actual or potential conflicts of interest involving a director or executive officer other than the Compliance Officer should be disclosed directly to the Compliance Officer. Actual or potential conflicts of interest involving the Compliance Officer should be disclosed directly to the Chief Executive Officer or to the Chief Legal Officer.
Any outside activity must be strictly separated from your employment with the Company and should not harm your job performance at the Company. In addition, the Company is subject to laws and regulations strictly controlling contractual and other relationships with sources of referrals to the Company or with recipients of referrals from the Company. Such matters are discussed in more detail in the Company’s Policy Manual.
Q: I work as a field therapist with the Company. Do I need to tell my supervisor that I also own my own outpatient therapy business?
A: Yes. Referrals are made to outpatient businesses on a regular basis. A referral to your outpatient therapy business would benefit you financially. It is important that your supervisor and the Compliance Department are aware of your private business so they can discuss the conflict of interest issues with you and implement any necessary processes to protect patients and the Company.
Employees, other than officers and directors, who desire to serve on the board of directors or a similar body for an outside company or government agency must obtain prior approval of the Compliance Department. Officers and directors should contact the Legal Department prior to joining the board of directors of any outside company. Helping the community by serving on boards of non-profit or community organizations is encouraged and does not require prior approval.
Family Members and Close Personal Relationships
Employees may not use personal influence to direct Company business to an entity in which any family member or friend has an interest. All employees must disclose to the Chief Compliance Officer (and/or Compliance Department) any interest they hold in any entity doing business with the Company, including interests held by their immediate family (except for ownership of less than 1% of a public corporation). In addition, employees must disclose arrangements like consulting or part-time employment for or other dealings with such an entity. The employment of any family member or friend of an employee by such entity must also be disclosed. Such information will not automatically be regarded as a conflict of interest, but it must be disclosed to allow the Company to determine whether any undue or special influence may appear to be involved. The Company can then decide what action it should take, if any, to safeguard its interests.
Employees may not allow their personal investments to influence, or appear to influence, their independent judgment on behalf of the Company. Any employees who own any interest in any corporation or entity that directly or indirectly competes with the Company or any division or affiliate of the Company must so advise the Chief Compliance Officer. Any holdings of less than 1% in a public corporation whose stock is regularly traded on a stock exchange do not have to be reported; however, interests held in excess of that amount or in any private entity by an employee or by members of an employee’s immediate family must be disclosed. If there is any doubt about how an investment might be perceived, it should be disclosed to the Chief Compliance Officer and/or Compliance Department.
Gifts and Entertainment
Small gifts and entertainment can help build relationships with business employees. However, employees must be careful to avoid giving or receiving gifts or entertainment intended to influence their judgment or create a feeling of obligation. No gift or entertainment should ever be offered, given, provided, or accepted by employees or family members of employees unless it (1) is not cash, gift certificates, or other “cash in kind”; (2) is consistent with customary business practices; (3) is not excessive in value; (4) cannot be construed as a bribe or payoff; and (5) does not violate any laws, regulations, or Company policies. Employees may not accept kickbacks, lavish gifts, or gratuities
Employees may accept items of nominal value, such as small promotional items bearing another company’s name. In some situations, it would be impractical or harmful to refuse or return a gift. When this happens, discuss the situation with the Chief Compliance Officer or a member of the Compliance Department. Some business situations call for giving gifts. The Company’s gifts must be legal, reasonable, and approved by management. Employees may never pay bribes or provide any cash or “cash in kind” to any person. Employees may not provide any gift if it is prohibited by law, Company policy, or the policy of the recipient’s organization.
In general, employees may accept entertainment that is reasonable in the context of the business. For example, accompanying a business employee to a local cultural or sporting event, or to a business meal, would in most cases be acceptable. Entertainment that is lavish or frequent (such as attending a high-profile sporting event like the Super Bowl or other professional playoff game), may influence your independent judgment. Accepting entertainment that may appear inappropriate should be approved by the Compliance Department in advance of accepting such entertainment. Employees may provide entertainment that is reasonable in the context of the business.
The giving and receiving of gifts and entertainment are discussed in more detail in the Company’s Policy Manual. Employees, other than directors and officers, should contact the Chief Compliance Officer or the Compliance Department if you have questions about the appropriateness of any gift or entertainment. Directors and officers should discuss such questions and concerns with the Company’s General Counsel and/or the Compliance Department.
Q: When I visit a referral source, I like to bring them Starbuck’s coffee as a treat. If one day I am unable to bring the coffee, can I give them a $5.00 Starbuck’s gift card instead?
A: No. Although the $5.00 Starbuck’s card is of nominal value, it is considered “cash in kind,” which is prohibited by law .
Q: My patient who I have been taking care gave me a $100 gift card to Applebee’s as a thank you for the services she received. Can I keep the gift card?
A:No. The gift card is considered “cash in kind” and could be considered a payment for services provided. Nominal gifts like flowers, candy or cookies can be accepted.
Employees may participate in business-related functions and activities that have a valid business purpose, are customary to the Company’s business, and have no special significance attached to them. Participation in these events should not be excessive in scale, expense, or frequency.
In general, employees may accept transportation and lodging provided by a Company supplier or other third party if the trip is for business and is approved in advance by the employee’s supervisor.
Unless prohibited by law or the policy of the recipient’s organization, the Company may pay the transportation and lodging expenses incurred by customers, agents, or suppliers in connection with a visit to a Company facility or product installation. The visit must be for a business purpose and must be approved in advance by the Compliance Department.
Confidential and Proprietary Information
Directors, officers, employees, and designated agents must maintain the confidentiality of confidential information entrusted to them by the Company or other companies, including our suppliers and customers, except when disclosure is authorized by a supervisor or legally mandated. Unauthorized disclosure of any confidential information is prohibited. Additionally, employees should take appropriate precautions to ensure that confidential or sensitive business information, whether it is proprietary to the Company or another company, is not communicated within the Company except to employees who have a need to know such information to perform their responsibilities for the Company.
Third parties may ask you for information concerning the Company. Subject to the exceptions noted in the preceding paragraph, directors, officers, employees, and designated agents (other than the Company’s authorized spokespersons) must not discuss internal Company matters with, or disseminate internal Company information to, anyone outside the Company, except as required in the performance of their Company duties and, if appropriate, after a confidentiality agreement is in place. This prohibition applies particularly to inquiries concerning the Company from the media, market professionals (such as securities analysts, institutional investors, investment advisers, brokers and dealers), and stockholders. All responses to inquiries on behalf of the Company must be made only by the Company’s authorized spokespersons. If you receive any inquiries of this nature, you must decline to comment and refer the inquirer to your supervisor or to one of the Company’s authorized spokespersons. The Company’s policies with respect to public disclosure of internal matters are described more fully in the Company’s Disclosure Policy, which is available on the Company’s intranet.
You also must abide by any lawful obligations that you have to your former employer. These obligations may include restrictions on the use and disclosure of confidential information, restrictions on the solicitation of former colleagues to work at the Company, and non-competition obligations.
Directors, officers, employees, and designated agents owe a duty to the Company to advance its legitimate business interests when the opportunity to do so arises. Subject to the certificate of incorporation, as amended, of the Company, each director, officer, employee, and designated agent is prohibited from using the Company’s property, information, or his or her own position to:
- divert to himself or herself or to others any opportunities that are discovered using the Company’s property or information or as a result of his or her position with the Company, unless such opportunity has first been presented to, and rejected by, the Company;
- use the Company’s property or information or his or her position for personal gain; or
- compete with the Company.
Protection and Proper Use of Company Assets
Employees should protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. All Company assets, which include the Company name and the Company’s trade names and materials bearing these names, should be used for legitimate business purposes only and not for any unlawful, improper, or personal purpose. Company assets and equipment should only be used for Company business, although incidental personal use of assets, such as telephones and computers, may be permitted in limited circumstances.
Political Contributions and Political Lobbying Activity
Political contributions by the Company or in the name of the Company are prohibited without prior approval of the Chief Compliance Officer and Chief Legal Officer. “Political contributions” means direct or indirect payment in support of political candidates, officeholders, or political parties. In addition to cash payments, political contributions are deemed to include work performed by employees during paid working hours; the purchase of tickets to fundraising events; payment for advertising, printing, or other campaign expenses; and product donations. This policy applies solely to the use of Company assets, such as telephones and computers, and is not intended to discourage or prevent individuals from making political contributions or engaging in political activities on their own behalf, so long as such contributions or activities are not linked in any way to the Company. Employees will not be reimbursed directly or indirectly by the Company for personal political contributions.
The laws of certain jurisdictions require registration and reporting by anyone who engages in lobbying activity. Generally, lobbying includes the following:
- Communicating with any member or employee of the legislative branch of government for the purpose of influencing legislation.
- Communicating with certain government officials for the purpose of influencing government action.
- Engaging in research or activities to support or prepare such communication.
So that the Company may comply with lobbying laws, employees must notify the Chief Compliance Officer and the Chief Legal Officer before engaging in any activity on behalf of the Company that might be considered lobbying.
Honest, Ethical and Fair Dealing
Directors, officers, employees, and designated agents should endeavor to deal honestly, ethically, and fairly with the Company’s suppliers, customers, competitors, and employees. Statements regarding the Company’s products and services must not be untrue, misleading, deceptive, or fraudulent. You must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other practice that constitutes unfair dealing.
No employee should ever use any illegal or unethical method to gather competitor information. Stealing proprietary information, possessing trade secret information that was obtained without consent, or inducing such disclosures by past or present employees of other companies is prohibited. Furthermore, employees are required to comply with the antitrust and unfair competition laws of the United States and the other countries in which the Company operates or does business. Employees who question whether a contemplated action may violate fair competition laws should speak to the Compliance Department or the Legal Department.
International Trade Controls
Many countries regulate international trade transactions, such as imports, exports, and international financial transactions and prohibit boycotts against countries or firms that may be “blacklisted” by certain groups or countries. The Company’s policy is to comply with these regulations and prohibitions even if compliance may result in the loss of business opportunities. Employees should learn and understand the extent to which international trade controls apply to transactions conducted by the Company.
Directors, officers, employees, and designated agents who are in possession of material non-public information about the Company or other companies, including our suppliers and customers, as a result of their relationship with the Company are prohibited by law and Company policy from trading in the securities of the Company or such other companies, as well as from communicating such information to others who might trade on the basis of that information. To help ensure that you do not engage in prohibited insider trading and avoid even the appearance of an improper transaction, the Company has adopted an Insider Trading Policy, which is distributed to employees and is also available from the Legal Department.
If you are uncertain about the constraints on your purchase or sale of any Company securities or the securities of any other company that you are familiar with by virtue of your relationship with the Company, you should consult with the Compliance Officer and the Chief Legal Officer before making any such purchase or sale.
The Federal Trade Commission (“FTC”) and the Department of Justice (“DOJ”) enforce the US antitrust laws, which regulate the conduct and business arrangements of corporations to promote fair competition. Violations of antitrust laws often result in higher prices, lower quality, and fewer goods or services. It is the intention of the antitrust laws to level the playing field and prohibit companies from enacting or engaging in restrictive practices that limit fair competition.
Practices such as price-fixing, bid-rigging, boycotting, sharing certain intellectual property, and monopolies are examples of arrangements that unfairly affect consumers. When organizations engage in this type of behavior, it is always to the detriment of the consumer. This behavior often includes other illegal activities such as kickbacks and other inducements to engage in illicit conduct. In an open, competitive market, consumers should enjoy free choices with respect to price, selection, and service.
Penalties for violating antitrust laws can be both criminal and civil in nature. The FTC and DOJ can levy multimillion-dollar fines on both individuals and companies that violate these laws. Individuals who violate antitrust laws can also face up to ten (10) years in prison. If you have questions or concerns about these kinds of activities, please reach out to the Compliance and Legal Departments for guidance.
Equal Employment Opportunity and Non-Discrimination
The Company is an equal opportunity employer and is committed to promoting a diverse workplace environment where individual differences are appreciated and respected. It is the Company’s policy to recruit, hire, train, and promote employees regardless of their race, color, national origin, religion, gender, sexual orientation, disability, age, or any other basis protected by Federal or state law. In addition, the Company does not tolerate discrimination against employees based on any of these factors.
Responsibility to Company Personnel
The Company is committed to treating all employees with honesty, fairness, and respect, and providing a safe and healthy work environment. Abusive, harassing, or offensive conduct is unacceptable, whether verbal or physical. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances. Employees are directed to report harassment when it occurs. Furthermore, the Company is committed to providing all employees with a safe and secure environment. Employees will comply with all health and safety laws, regulations, and Company policies governing health and safety. Employees are responsible for immediately reporting accidents, injuries, and unsafe equipment, practices, or conditions to a supervisor or other designated person.
The Company has specific policies regarding the above matters. Please contact People Services and/or the Compliance Department if you have any questions.
Accuracy and Retention of Business Records
Accurate information is essential to the Company’s ability to meet legal and regulatory obligations. Accounting standards and applicable federal and state laws and regulations require that transactions and events relating to the Company’s assets and operations be properly recorded in the books and accounts of the Company and accurately reported in the applicable reports to regulatory agencies. All disclosures made in reports to regulatory agencies or in communications to the public must be full, fair, accurate, timely, and understandable. To accomplish this result, all financial employees shall make and retain books, records, and accounts that, in reasonable detail, accurately, completely, and objectively reflect transactions and events, and conform both to required accounting principles and to the Company’s systems of internal controls. No false or artificial entries may be made. No entry may be made or recorded in the Company’s books and records or reported in any disclosure document that misrepresents, hides, or disguises the true nature of the event or transaction, and all entries and reports must be made in a timely manner.
All employees are responsible for immediately reporting any concern about the Company’s financial records and accounting practices, internal accounting controls, and auditing procedures to the Chief Compliance Officer or a member of the Compliance Department.
All Company books, records, and accounts shall be maintained in accordance with all applicable regulations and standards and accurately reflect the true nature of the transactions they record. The financial statements of the Company shall conform to generally accepted accounting rules and the Company’s accounting policies. No undisclosed or unrecorded account or fund shall be established for any purpose. No false or misleading entries shall be made in the Company’s books or records for any reason, and no disbursement of corporate funds or other corporate property shall be made without adequate supporting documentation. The Company has specific policies regarding accuracy and retention of business records. Please contact the Compliance Department if you have any questions.
All documents (in whatever form or medium) and other records created or received by any employee in connection with his or her work are to be retained in accordance with applicable laws and Company policy. The Company has specific policies regarding retention and destruction of documents, which all employees should refer to. Employees should consult the Legal Department for questions related to the Company’s document retention guidelines.
Quality of Public Disclosures
It is the policy of the Company to provide full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the Securities and Exchange Commission, and in other public communications.
The Company undertakes reviews of compliance with the Code and other policies and procedures from time to time. The nature and timing of general reviews are determined by the Audit Committee of the Company’s Board of Directors and the Chief Compliance Officer.
All employees are expected to cooperate with such reviews. For details regarding such reviews, please contact the Chief Compliance Officer.
Communication of Code
All directors, officers, employees, and designated agents will be supplied with a copy of the Code upon its enactment and, thereafter, upon beginning service at the Company, and will be asked to review and sign an acknowledgment of the Code on a periodic basis. Updates of the Code will be provided from time to time. A copy of the Code is also available to all directors, officers, employees, and designated agents by requesting one from the Compliance Officer, or by accessing the Company’s website at aveanna.com.
Enforcement of the Code
The Audit Committee of the Company’s Board of Directors has the ultimate oversight responsibility with respect to the Code and for ensuring that the Code and the Company’s corporate policies will govern all business activities of the Company. To assist the Audit Committee in this undertaking, the Company has established the senior management position of Chief Compliance Officer and a separate Compliance Committee. Among other things, the Chief Compliance Officer is charged with monitoring compliance with the Code and all federal healthcare programs. The Company’s Compliance Committee is comprised of various members of senior management from different business functions within the Company and is primarily charged with the review of compliance matters and supporting the Chief Compliance Officer in fulfillment of his or her duties.
Every director, officer, employee, and designated agent is expected to act proactively by asking questions, seeking guidance, and reporting suspected violations of the Code and other policies and procedures of the Company, as well as any violation or suspected violation of applicable laws, rules, or regulations arising in the conduct of the Company’s business or occurring on the Company’s property. If any director, officer, employee, or designated agent believes that actions have taken place, may be taking place, or may be about to take place that violate or would violate the Code or any laws, rules, or regulations applicable to the Company, he or she must bring the matter to the attention of the Company.
The best starting point for a director, officer, employee, or designated agent seeking advice on ethics related issues or reporting potential violations of the Code will usually be his or her supervisor. However, if the conduct in question involves his or her supervisor; if the director, officer, employee, or designated agent has reported the conduct in question to his or her supervisor and does not believe that he or she has dealt with it properly; or if the director, officer, employee, or designated agent does not feel that he or she can discuss the matter with his or her supervisor, he or she should raise the matter with the Compliance Officer.
Once again, potential violations of the Code or other Company policies, concerns, or complaints may be reported to the Chief Compliance Officer or the Compliance Department in one of the following ways:
- By mailing a written description of the violation, complaint, or concern to the following address:
400 Interstate North Parkway SE, Suite 1600
Atlanta, Georgia 30339
Attn: Chief Compliance Officer
- By sending a written description of the violation, complaint, or concern to the following email address:
firstname.lastname@example.org or Patrick.Cunningham@aveanna.com (anonymity cannot be maintained)
- By calling the following hotline number and leaving a message describing the violation, complaint, or concern:
- By reporting the violation, complaint, or concern in person to the Chief Compliance Officer of the Compliance Department.
Reporting Accounting, Securities Law, and Similar Concerns
Any concerns or questions regarding potential violations of the Code, any other company policy or procedure, or applicable laws, rules, or regulations involving accounting, internal accounting controls, auditing, or securities law matters should be directed to the Compliance Officer. However, you may also report such matters to the Audit Committee or a designee of the Audit Committee. Directors, officers, employees or designated agents may communicate with the Audit Committee or its designee:
- in writing to: Chair of the Audit Committee, c/o Aveanna Healthcare Holdings Inc., 400 Interstate North Parkway SE, Suite 1600, Atlanta, GA 30339;
- by email to: Patrick.Cunningham@aveanna.com (anonymity cannot be maintained); or
- by phoning the Compliance Hotline and asking that the matter be forwarded to the Chair of the Audit Committee.
Directors, officers, employees, and designated agents may use the above methods to communicate anonymously with the Audit Committee. Any concerns or questions involving accounting, internal accounting controls, or auditing should be directed to the Compliance Officer or the Audit Committee in accordance with the Audit Committee Complaint Procedures, a copy of which is available from the Compliance Officer upon request or available on the Company’s intranet.
Directors, officers, employees, and designated agents are expected to cooperate with the Company in any investigation of a potential violation of the Code, any other Company policy or procedure, or any applicable laws, rules, or regulations.
Misuse of Reporting Channels
Employees must not use these reporting channels in bad faith or in a false or unreasonable manner. Further, the Compliance Hotline should not be used to report grievances that do not involve the Code or other ethics-related issues.
In addition to the foregoing methods, a director also can communicate concerns or seek advice with respect to this Code by contacting the Board of Directors through its Chair or the Audit Committee.
Individuals who are not employees may also report concerns regarding accounting, internal accounting controls, and auditing matters by using one of the methods above. Potential violations of the Code or other Company policies by the Compliance Department should be reported directly to the Chairperson of the Audit Committee by mailing a written description to the physical address above, Attn: Chairperson of Audit Committee. If you choose, potential violations or concerns may be reported anonymously.
Aveanna Healthcare is committed to following all laws and regulations related to legal, ethical, and compliance matters, but the only way we can do this is to depend on our employees, officers, and directors to do the right thing.
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