Conflicts of interest Policy
Conflicts of Interest Policy Overview
To preserve and protect the integrity and independence of all decisions affecting InnovaCor™, employees must avoid situations in which their personal activities and/or relationships could create, or appear to create, a conflict of interest, and/or make it difficult to objectively carry out job responsibilities or act in the best interest of InnovaCor™.
All officers and employees of InnovaCor™ (collectively, “employees”) must maintain the highest standards of business conduct and ethical principles.
This page sets forth general guidelines for employees who may have competing professional or personal interests that may affect their duty to fulfill job activities without bias, and their duty to report such conflicts.
It is not practical to describe every situation that might raise a conflict of interest or the appearance of one; however, examples of conflict situations are outlined below in the “Guidelines” section of this policy. If an employee is in doubt regarding whether a conflict of interest situation exists, the employee should disclose the potential conflict of interest situation to his or her supervisor and/or a member of the Compliance or Legal Offices.
This policy applies to all employees. Failure to comply may result in disciplinary action up to and including termination, as well as legal action if deemed appropriate.
A potential conflict would exist whenever an employee has a professional or personal interest in, or connection with, any company or employee that InnovaCor™ conducts business with, if the interest is of such a nature that it might influence, or appear to influence, the independent judgment of the employee. Employees should always act in furtherance of the best interests of InnovaCor™.
Individual Equity Interests
These are identified as securities, options, warrants, debt instruments (including loans) or rights to acquire any of the foregoing owned by the employee, his/her spouse, or his/her minor children, provided, however that the term shall not include:
- Interests in mutual funds
- Interests held in a blind trust
A vendor is any company that InnovaCor™ has a contract with or that submits a bid or formal contract offer to provide goods or services.
Employees should use sound judgment and exercise reasonable business discretion in all of their business interactions.
Employees who are, or potentially may be, in conflict of interest situations should discuss and disclose such situations to their supervisors, and/or the Compliance and Legal Offices.
- All employees will be required to complete and submit a Conflicts of Interest Disclosure Form upon joining InnovaCor™ as a regular part-time, regular full-time or temporary employee, and annually thereafter.
- New employees should review the Conflicts of Interest Policy, and complete and submit the Conflicts of Interest Disclosure Form within 30 days of employment.
- Existing employees should review the Conflicts of Interest Policy, and complete and submit the Conflicts of Interest Disclosure Form annually.
- All completed forms must be submitted to the Compliance Office.
Examples of Conflict Situations and Guidance
Individual Equity Interests
- InnovaCor™ senior management whom the Board determines exercise a pervasive influence on contracting decisions involving vendors are prohibited from owning any Individual Equity Interest in vendors of InnovaCor™.
- All other management from Director level up through the President who are not in a position to influence contracting decisions shall be required to disclose any Individual Equity Interests in vendors and recuse themselves from any discussions and/or decisions regarding them.
- All employees who are in a position (temporarily or permanently) to influence the vendor contracting decisions of InnovaCor™ may not own an Individual Equity Interest in any vendor over which they may influence contracting decisions.
- No employee may own an Individual Equity Interest in any company in which InnovaCor™ owns securities, warrants, options, debt instruments (including loans) or rights to acquire any of the foregoing.
Property or Services Transactions
No employee should buy, sell, or lease any kind of property or services from or to InnovaCor™ or from or to a vendor, except when authorized by a InnovaCor™ Vice President.
Gifts and Entertainment
- No employee may provide to, or accept from, any vendor gifts, entertainment, favors, personal services or payments that exceed the nominal value of $50.
- The total retail value of all nominal value gifts and entertainment received by an employee during each calendar year from a vendor should not exceed $100.
- The total retail value of all nominal value gifts received by an employee during each calendar year from all sources shall not exceed $200.
Confidential or Proprietary Information
No employee should divulge confidential or proprietary information of InnovaCor™, or use such information to his or her personal advantage or to the advantage of any other person or organization that is not on a “need to know” basis.
Employees who have personal or family relationships with another employee or an employee of a member or a vendor must avoid situations that could cause an actual or perceived conflict of interest.
Employment or Consulting Relationships
Employees should not engage in any other business activity that is competitive with any of InnovaCor™ business that could result in conflict between the private interests of the employee and the interests of InnovaCor™.
Employees Serving as Officers or as Members of Boards of Directors Outside of CorCardia™
- Employees must obtain supervisory approval prior to serving as an officer or board of director for any company that does not have material conflicts with the interests of InnovaCor™.
- As an approved outside officer or board member, if faced with a situation that is in conflict, or potential conflict, with the interests of InnovaCor™, employees must refrain from influencing and/or participating in any votes on the matter in question.
Political Contributions and Unethical Payments
- Employees should not make direct or indirect political contributions of any kind at InnovaCor’s™ expense.
- Employees should not give, offer, solicit or accept anything that could be construed as a bribe, kickback, or an illegal or unethical payment in connection with InnovaCor™ business.
Lobbying and Other Contacts with Government Officials
When dealing with government officials, business activities should be handled with caution, and should not create or appear to create a conflict of interest. Any and all contact with government officials must be disclosed to the Compliance Officer.
Applicable Supporting Documentation and Procedures
- Conflicts of Interest Disclosure Form
- InnovaCor™ Standards of Business Conduct