Conflict of Interest

TITLE: Conflict of Interest - Employees REFERENCE NUMBER: HR.PHS-E.317

CURRENT EFFECTIVE DATE:

03/01/2020

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SCOPE:

PHS-E

To define Presbyterian’s Policy regarding Conflicts of Interest. The objective in administering this policy is to: • avoid the creation of a Conflict of Interest or the appearance of a Conflict ofInterest; • avoid favoritism or the appearance offavoritism; • avoid the inhibition or compromise of communication, decisions, or performance; and • deter harassment or the creation of a hostile environment in theworkplace.

Policy Statement Employees are to avoid a Conflict of Interest or an appearance of a Conflict of Interest.

PURPOSE:

POLICY:

Employee Disclosure

Employees are required to disclose to their manager or the Compliance Department the following situations or relationships: • Personal relationship, • Business relationship with any individual or company, • Ownership interest in another business, • Work for another employer, • Personal gain or offers of personal gain from entities that sell goods or services to Presbyterian.

Managers are required to partner with a Human Resources Business Partner or a Senior Employee Relations Representative to determine if a Conflict of Interest exists.

All Senior Leaders and Directors, as well as employees involved in vendor contracting or government grants, will be required to complete an online Conflict of Interest Statement annually. Failure to complete the Conflict of Interest Statement annually, within 30 days of assignment, could result in corrective action up to and including termination.

TITLE: Conflict of Interest - Employees REFERENCE NUMBER: HR.PHS-E.317

CURRENT EFFECTIVE DATE:

03/01/2020

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Personal Relationships

Supervision or Line of Authority: No employee should be in a position where he or she is supervising, being supervised, directly or indirectly, by any person whose relationship with the supervisor could affect the supervisor’s decision making or judgment, such as a Relative, Domestic Partner, or Significant Other (whether the other person is an employee or not, such as an independent Physician).

Employees in a supervisor/subordinate relationship through hierarchy are expected to avoid personal relationships that could create an appearance of a Conflict of Interest or appearance of favoritism.

Hiring, Placement and Continued Employment: A Relative, Domestic Partner, or Significant Other of an employee should not be employed within the same department as the employee or in any other position in which Presbyterian believes a Conflict of Interest or the appearance of a Conflict of Interest, favoritism or the appearance of favoritism may exist or where the relationships in the department or hierarchy may interfere, inhibit, or compromise decisions, communication, performance management, or orderly conduct of business.

An exception may be made by Human Resources if a Conflict of Interest or the appearance of a Conflict of Interest, favoritism or the appearance of favoritism, and disruption or hardship to the department can be reasonably avoided (e.g., limited recruitment area or challenging recruitment, layers of organization between positions, possibility of transfer, etc.). An exception will be made on a case-by-case basis.

Other Employment or Business

Presbyterian reserves the right to restrict or prohibit an employee from engaging in other employment or business that: • is determined to create a Conflict of Interest, • could injure the competitive position of Presbyterian, or • could reflect negatively on the public image of Presbyterian.

Employees are prohibited from conducting non-Presbyterian business during scheduled work hours.

TITLE: Conflict of Interest - Employees REFERENCE NUMBER: HR.PHS-E.317

CURRENT EFFECTIVE DATE:

03/01/2020

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Conducting Presbyterian Business

Employees are prohibited from conducting Presbyterian business at locations or events that may reflect negatively on the public image of Presbyterian or on an individual as an employee of Presbyterian.

Business Relationships

Employees are expected to conduct the business of Presbyterian to the best of their ability for the benefit and in the best interests of Presbyterian.

Personal Gain:

1. Involvement with competitors, contractors, customers, or suppliersof

Presbyterian:

Employees are not to become involved in any manner with competitors, contractors, customers, or suppliers of Presbyterian if, as a result of their Presbyterian business relationship, such involvement would result in personal gain or the appearance of personal gain.

Involvement could include the purchase, sale, promotion, or lease of any goods or services to or from any customer or supplier of Presbyterian.

Note: See Presbyterian policy Conflicts of Interest and Interactions Between Representatives of Industry and PHS Workforce, COM.PHS-E.107. Goods or services purchased from a customer or supplier to Presbyterian on terms generally available to the public are permitted.

2. Use of one’s Presbyterian position or the positions of others:

It is unacceptable for an employee to use their position or the position of another Presbyterian employee to: • solicit business for personal gain, • divert business for personal gain, or • promote their own business or product or a customer or suppliers’ product or service to others for personalgain.

Business with Other Employees:

Employees in a supervisor/subordinate relationship are expected to avoid business relationships that could create an appearance of a Conflict of Interest or appearance of favoritism.

TITLE: Conflict of Interest - Employees REFERENCE NUMBER: HR.PHS-E.317

CURRENT EFFECTIVE DATE:

03/01/2020

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Expert Witness Presbyterian employees who act as an expert witness are prohibited from: • holding themselves out as a representative of Presbyterian; • acting as an expert on Presbyterian policies, procedures or standards of care; or • testifying as an expert witness against Presbyterian.

Tips, Gifts, Entertainment, and Other Benefits from Industry

Anyone wishing to make a donation or gift to the hospital or Presbyterian should be referred to the Presbyterian Healthcare Foundation.

Employees are NOT permitted to solicit or accept money, gift cards, gift certificates, gifts, or rebates from current or former patients. Nor may employees accept the items noted above from persons with whom Presbyterian does business or is in the process of doing business, regardless of the amount (e.g., receiving a gift card for completing a survey, etc.).

If an employee does receive such items, they may be required to reimburse the value to the patient, former patient or persons from whom Presbyterian does business or in the process of doing business.

Exceptions to Gifts Rule:

Unsolicited perishable items received that are not easily returned (such as flowers, candy, gift baskets) may be accepted as long as these items are not retained by an individual. Such items may be shared with the whole department, donated to charity, or distributed in a manner approved by the recipient’s manager.

Non-perishable gifts such as tickets and gift certificates received must be returned to the giver and may not be accepted.

For more detail, please refer to the Presbyterian Policy, COM.PHSE.107, “Conflicts of Interest and Interactions Between Representatives of Industry and PHS Workforce.”

Solicitation of a Vendor or Sponsor

Solicitations of a vendor or sponsor must be made only in accordance with Presbyterian Policy, COM.PHS-E.107, “Conflicts of Interest and Interactions Between Representatives of Industry and PHS Workforce.”

TITLE: Conflict of Interest - Employees REFERENCE NUMBER: HR.PHS-E.317

CURRENT EFFECTIVE DATE:

03/01/2020

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PROCEDURE:

Addressing Conflicts of Interest

Resolving Conflicts of Interest

Relationships Determined a Conflict of Interest

If the appearance of a Conflict of Interest should arise, the employee and/or manager should contact Human Resources. Human Resources, along with the manager, will: • address the issue on a case-by-case basis, so as to attempt to resolve the potential Conflict of Interest; • make decisions in a non-discriminatory manner on the basis of sound business judgment, business necessity and in accordance with applicable law;

• record the decision completing the Conflict of Interest Disclosure

Form (which will reside in the employee’s file);and • if needed, review disclosed Conflict in conjunction with Presbyterian’s

Legal and/or Compliance Department.

The following will apply to employees considered to be in a Conflict of Interest situation:

Conflict Situation Resolution

Personal Relationships

Transfer or possible corrective action, up to and including termination of employment. Business Request to terminate relationship; possible corrective Relationships, action, up to and including termination of employment. whether with an individual or a company Employment with another entity Request to discontinue other employment or possible corrective action, up to and including termination of employment. Personal Gain Request to terminate relationship; possible corrective action, up to and including termination of employment.

As an Expert Witness Request to terminate relationship; possible corrective action, up to and including termination of employment.

The following will apply to employees whose employment situation is considered to be a Conflict of Interest due to a Relative, Domestic Partner, or Significant Other :

TITLE: Conflict of Interest - Employees REFERENCE NUMBER: HR.PHS-E.317

CURRENT EFFECTIVE DATE:

03/01/2020

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If a transfer is:

Then. . .

Possible the employee will be transferred at the earliest practicable time

Not possible Human Resources and the department manager will make the decision as to which of the employees will be involved

And

every effort will be made to place transferred employees into positions that are similar in terms of pay and status. the employee will be required to vacate their current position; possible corrective action, up to and including termination of employment.

Non-Presbyterian Employees

In circumstances where a non-Presbyterian employed individual is part of a relationship prohibited by this policy, Presbyterian will work with the offices below to resolve any conflict:

If the individual is. . . Then Presbyterian will work with. .

a physician not employed by Presbyterian the Office of Medical Staff Affairs

not employed by Presbyterian the appropriate entity

Employees should: • Consult with AskHR, their Senior Employee Relations

Representative, or Human Resources Business Partner if they are unsure of any current or possible future relationship with another business or other employment. • Refer anyone wishing to make a donation or gift to the hospital or to the Presbyterian Healthcare Foundation. • Refer any personal benefit Conflict of Interest questions to AskHR,

Senior Employee Relations Representative, Human Resources

Business Partner, or Corporate Compliance. • Refer any tips or gift questions to your manager, AskHR, Senior

Employee Relations Representative, Human Resources Business

Partner, or Corporate Compliance.

Conflict of Interest: Any activity or relationship that is inconsistent with or opposed to Presbyterian best interests (or stated purpose for this policy) or could create an environment in which an employee’s business ethics could be compromised or questioned.

Employee Questions or Assistance

DEFINITIONS:

TITLE: Conflict of Interest - Employees REFERENCE NUMBER: HR.PHS-E.317

CURRENT EFFECTIVE DATE:

03/01/2020

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Domestic Partners: Individuals who reside in the same household and are involved in a relationship but who are not legally married.

Relatives: For purposes of this policy, a relative is defined as blood, in-law or step relationships, such as: husband, wife, mother, father, sister, brother, children, aunt, uncle, niece, nephew, first cousin, grandparents, and grandchildren or ex-spouse.

Significant Others: Individuals who are having a romantic relationship or engaged to be married or individuals who reside in the same household and are involved in a relationship but who are not legally married.

• AMA Policies E-8.061 and H-140.973, which relate to gifts from PharmaceuticalCompanies • Presbyterian Board Corporate Officer Conflict of Interest Policy Supplementing Section 2.3 of the Amended and Restated Bylaws of the Corporation. • Appendix I, Transactions with DisqualifiedParties • COM.PHS-E.107, Conflicts of Interest and Interactions Between Representatives of Industry and PHS Workforce • LGL.PDS.129, Non-Monetary Benefits Provided to Physicians • Conflict of Interest Disclosure Form

REFERENCES:

POLICY OWNERSHIP INFORMATION

Department or Committee whichOwns Policy: Human Resources

Department Leader or Committee Chair: Joanne Suffis, Senior Vice President, Chief Human ResourcesOfficer

Policy Author / Subject Matter Expert: Lee Patchell, VP-HR Partnerships & Employee Relations

See Workflow History in PEL for Policy Approval Information

Next Review Date: 03/01/2023

Replaces Policy(ies) Named and Dated:

Conflict of Interest, HR.PHS-E.317, dated 04/24/2017

Appendix I

Transactions with Disqualified Parties

Disqualified Parties: Defined by law to be “any individual who is in a position to exercise substantial influence over the affairs of the organization.” The term includes family members of a disqualified person and entities that are more than 35 percent controlled by disqualified persons. Persons deemed to have substantial influence include: • Voting members of an organization’s governing body (trustees, directors); • The President, Vice Presidents, or others who have authority to control ordetermine a significant portion of the organization’s capital expenditures, operating budget or compensation of employees, or other key managers; • Substantial contributors; • Persons whose compensation is based on revenues derived from activities of the organization that the person controls.

Note: The Presbyterian Legal Department may be contacted in determining if a person meets the definition of a disqualified person.

Duty to Disclose: For any possible or actual conflicts of interest, a disqualified person or interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the decision maker(s) considering the proposed transaction or arrangement.

Determine Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the disqualified person, he/she should leave the board or committee meeting while the determination of a Conflict of Interest is discussed and voted upon. The remaining board or committee members shall decide if a Conflict of Interest exists.

Procedures for Addressing the Conflict of Interest: A disqualified person may make a presentation at the board or committee meeting. After the presentation, he/she must leave the meeting during the discussion of and the vote on, the transaction or arrangement that results in the Conflict of Interest.

The chairperson of the board or committee should appoint an independent committee to investigate alternatives to the proposed transaction or arrangement. The committee should be composed entirely of individuals unrelated to and not subject to the control of the disqualified person(s) involved in the arrangement.

When approving the transaction or arrangement, the independent committee must have obtained and relied on comparable data (salary surveys, appraisals, competitive bids etc.,) prior to making its decision.

Appendix I

Transactions with Disqualified Parties, Continued

If a more advantageous transaction or arrangement is not reasonably attainable, the board or committee should determine by a majority vote of the disinterested directors/members whether the transaction or arrangement is in Presbyterian’s best interest and for its own benefit is considered to be fair and reasonable. The board and the independent committee must have fully documented the basis for approving the transaction concurrently with making its decision. This documentation should include: • the terms of the transaction and the date it wasapproved, • the members of the board or committee present when the transaction was discussed as well as who voted for it, • the comparability data relied upon an how it wasobtained, • the actions taken by members of the board/committee who had a Conflict of Interest in terms of the transaction.

Compensation: A voting member of the board of directors who received compensation, directly or indirectly, from Presbyterian for services is precluded from voting on matters pertaining to that member’s compensation.

A physician who is a voting member of the board of directors and receives compensation, directly or indirectly, from Presbyterian for services is precluded from discussing and voting on matters pertaining to that member’s and other physicians’ compensation. No physician, either individually or collectively, is prohibited from providing information to the board of directors regarding physician compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly from Presbyterian is precluded from voting on matters pertaining to that member’s compensation.

Physicians who receive compensation, directly or indirectly, from Presbyterian whether as employees or independent contractors, are precluded from membership on any committee whose jurisdiction includes compensation matters. No physician is prohibited from providing information to any committee regarding physician compensation.

Annual Statements: Each disqualified party must sign a Conflict of Interest statement annually which affirms that they: • have received a copy of the Conflict of Interest policy, • have read and understand the policy, • have agreed to comply with the policy,and • understands that Presbyterian is a charitable organization and that in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one of more of its tax-exempt purposes.