Welcome

Welcome to Wider Circle! We are delighted that you have chosen to join our organization and hope that you will enjoy a long and successful career with us. As you become familiar with our culture and mission, we hope you will take advantage of opportunities to enhance your career and further Wider Circle’s goals.

You are joining an organization that has a reputation for outstanding leadership, innovation, and expertise. Our employees use their creativity and talent to invent new solutions, meet new demands, and offer the most effective services and products in the industry. With your active involvement, creativity, and support, Wider Circle will continue to achieve its goals. We sincerely hope you will take pride in being an important part of Wider Circle’s success.

Please take time to review the policies contained in this handbook. If you have questions, feel free to ask your supervisor or to contact the Human Resources Department.

OUR CORE IDEAS

Our Ethical conduct is essential to our success.

Act with integrity.
Follow the law.
Be honest.
Follow the Code.
Be Accountable.
Never, never, ever, retaliate against a colleague who reports a suspected violation of law or of the Code.

What is the “Code of Business Conduct”

The Code of Business Conduct (“Code”) describes the standards by which we do business that flow from our values, best business practices, and applicable laws and regulations. The Code applies to all colleagues and to each Director on our Board of Directors. Any reference to “colleague” or “you” in this Code includes each Company employee and each of our Directors.

This Code is not exhaustive and does not describe all laws, regulations, or internal policies. Rather, this Code should serve a reference guide for your day-to-day conduct by which other colleagues, customers, shareholders, health care and business communities and regulatory authorities will judge your integrity.

Questions to Ask Yourself:

Am I dealing with this problem in a truthful and honest manner?
Would my actions be consistent with the Code? With our values?
Would my actions be legal? Ethical?
Would my actions protect the Company’s reputation as an ethical company?

If you can’t answer any of these questions with a clear “yes,” then you should reconsider the contemplated course of action and seek guidance. When in doubt, ask for assistance from your manager or the HR Department.

SEE SOMETHING. SAY SOMETHING

Speak up. Report a violation of the Code.

You must report potential violations of the Code.
You can do so anonymously by contacting the Code Hotline at 855-650-0005 (English) or 800-216-1288 (Spanish) or by reporting online at https://www.lighthouse-services.com/widercircle. The Code Hotline is maintained by an independent third-party and is available 24 hours every day of the year.
You can report potential violations of the Code to the Human Resource Department.
You can report potential violations of accounting activities and/or the financial records of the Company by contacting the Human Resource Department.

What happens if I make a report?

We take all reports of potential Code violations seriously. We are committed to the respectful, courteous, and confidential treatment of any colleague who raises a concern or provides information related to an investigation of a potential violation of the Code.

Any retaliation against reporting a Code violation will itself be treated as a serious violation of the Code.

Are there penalties for Violations of the Code?

Yes. Penalties may include disciplinary action like termination of employment and further reporting to senior management, the Board of Directors, or to the public through a formal disclosure.

Whether intentional or careless, a violation of this Code or other Company policies and procedures can put the Company and its reputation at risk.
You may also be exposed to civil and/or criminal penalties, including prison terms and fines, against which we may not be able or willing to protect you.

DIVERSITY & DISCRIMINATION, HARASSMENT

Diversity & Discrimination

A diverse workforce is essential to our success. We are committed to the principles of inclusion and respect. We strive to always take full advantage of what our colleagues have to offer from their diverse experiences. We strive to listen and be inclusive.

We do not tolerate discrimination against anyone – colleagues, members, customers, business partners or other stakeholders – on the basis of race, color, religion, national origin, sex (including pregnancy), age, disability, sexual orientation, gender identity, marital status, past or present military service or any other protected status.

We comply with laws regarding employment of immigrants and noncitizens and provide equal employment opportunity to everyone who is legally authorized to work in the United States.

We provide reasonable accommodations to individuals with disabilities and we remove artificial barriers to success.

Harassment

We do not tolerate harassment. Every colleague has a right to a work environment that is free from harassment. A harasser could be anyone – a co-worker, supervisor, manager, customer, vendor or visitor. Harassment can include any behavior (verbal, visual or physical) that creates an intimidating, offensive, abusive or hostile work environment.

Unlawful harassment includes harassment based on race, color, religion, creed, sex, gender identity, sexual orientation, age, disability, national origin or ancestry, as well as citizenship, marital, veteran, and family and medical leave status, or any other status protected by law.

Sexual harassment includes harassment of a sexual nature, regardless of gender or sexual identification.

Report suspected discrimination right away, regardless if you are directly involved and even if you are just a witness. Never, ever retaliate against anyone who raises a good faith belief that unlawful discrimination has occurred. We prohibit retaliation against anyone making a complaint or assisting in the investigation of a discrimination or harassment complaint. Report the offending behavior to your supervisor, another member of management, the Human Resource Department, or call the Code of Conduct Hotline.

COMPANY FINANCIAL RECORDS

Accuracy of our Books and Records

Auditors require that the Company maintain adequate controls to assure that the information set forth in books and records is accurate, timely and complete, including financial records, expense reports, time-worked reports, customer and vendor contracts, and personnel-related documents completed by colleagues.

The deliberate falsification of Company contracts, reports or records is a serious and direct violation of the Code and may be a violation of law.

Falsification of records consists of altering, fabricating, falsifying, forging or deliberately omitting any part of a document, contract or record for the purpose of gaining an advantage, or misrepresenting the value of the document, contract, or record.

Colleagues responsible for recording transactions or events into the Company’s records may not intentionally delay them, or intentionally record incorrect, incomplete or misleading information about any transaction or event. Other colleagues who are not responsible for recording transactions or events must ensure that all information submitted for recording is timely, accurate, and complete.

Financial Controls

Every colleague is responsible for creating and complying with the Company’s internal controls for financial reporting.

Please immediately report any of the following directly to the Human Resource Department:

Any concerns or information about significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize or report financial data; and
Any fraud involving Company assets, contracts, or colleagues.

Each colleague has the duty to promptly bring to the attention of the Human Resource Department any information that could materially affect the Company’s public disclosures and its public communications.

PRIVACY AND APPROPRIATE USE OF COMPANY PROPERTY

Privacy

All colleagues must respect personal privacy, as well as the privacy of our customers and their members. Colleagues must handle personal data responsibly and in compliance with all applicable privacy laws. Those who handle the personal data of others must

act in accordance with applicable law and contractual obligations;
collect, use and process personal data only for legitimate business purposes;
limit access to personal data to those who have a legitimate business need to know; and
take precautions to prevent the unauthorized disclosure of personal data.

Refer to the Human Resource Department if you have additional questions or concerns regarding privacy matters.

What if a third party asks you for information about the Company?

Refer all requests for information about the Company from investors, investment analysts, stockholders and others to Human Resource Department.

Company Property

Our continued success depends on our ability to safeguard Company property that includes all trade secrets, confidential information and all other knowledge, information, documents or materials that are owned, developed or possessed by the Company and not generally known to the public, e.g., identities of customers and prospective customers, identities of individual contacts who work for customers, our partner location and network member relationships, models and strategies, contract formats, business plans and related operation methodologies, financial information or measures, databases, computer programs, operating procedures and organizational structures.

We do not allow or permit Company property to be used by a third party in a manner that is not in the ordinary course of the Company’s business unless this use is pursuant to the terms of a contract that has been approved in writing by our CEO or COO.

Each colleague must carefully consider any action that could inappropriately divulge Company property, including actions that have the potential to interfere with the ownership rights of the Company, including transferring, licensing or assigning proprietary information, patents, copyrights or trademarks.

All information created or possessed by colleagues while employed at the Company is Company property and must be returned to the Company when employment ends.

FAIR DEALING WITH CUSTOMERS, MEMBERS, AND COMPETITORS

Fair Dealing

We place great value on partnerships with our customers, suppliers, members, and their families, and require that each of these constituencies be treated with fairness and integrity. This means not providing any customer or supplier an unfair advantage over another, or making false or misleading statements about our products or services to secure a business relationship. We insist on this same level of integrity in all dealings with our competitors.

Fair Competition

We compete fairly, legally, and ethically when we do business. At no time may colleagues engage in activities that unfairly limit free trade or competition. We comply with antitrust and competition laws that are designed to preserve a fair and level playing field for all businesses by prohibiting formal and informal agreements and practices that improperly restrain trade. You should never discuss with our competitors activities that may restrain trade, such as price fixing, bid rigging, or improperly dividing or allocating markets, territories or customers, or enter into formal or informal agreements with suppliers, distributors or customers that may improperly restrict competition.

Be especially vigilant and exercise caution when discussing any of these topics at industry association meetings and conferences. Questions regarding antitrust and competition laws should be directed to the Human Resource Department.

Colleagues may not pay anyone for referrals to participate in the Company’s programs in any manner that violates applicable law. Any payments made by the Company to physicians or to other potential referral sources must be made solely in exchange for the fair value of services provided by the referral source. Similarly, when we are in a position to make referrals to physicians, health professionals or other health care facilities, these referrals must be made on the basis of what is best for the program participant/member, as limited by utilization review criteria and case management standards. All such referrals must be made without regard to the value or volume of referrals any such physician, health professional or other health care facility has made or may make to the Company. Any payments to physicians or for referrals must be reviewed and approved by the Human Resource Department.

PAYING FOR REFERRALS

Kickbacks and Referrals

In the United States, federal and state laws prohibit “kickback” activities within the health care field. We prohibit “kickback” payments and any other similar referral fees and we require compliance with these laws. The prohibition on kickbacks is broad and includes any circumstance in which someone attempts in any manner to buy or sell any Medicare, Medicaid, TriCare, or government-sponsored program. Any violation of this law can expose the Company, colleagues, and customers involved to significant penalties including substantial fines and exclusion from participation in Medicare or Medicaid health care programs. Any person participating in “kickback” activities is exposed to potential criminal prosecution.

All contracts with customers must be reviewed and approved in writing by the Legal Department prior to execution to assure compliance with these laws. For additional guidance and answers to specific questions, contact the Legal Department.

Any violation of this law can expose the Company, colleagues, and customers involved to significant penalties including substantial fines and exclusion from participation in Medicare or Medicaid health care programs.

FRAUD, WASTE AND ABUSE

Medicare, Medicaid

We supply services that support Medicare and Medicaid benefits and we have **zero tolerance** for any activity that constitutes fraud, waste or abuse. Our detection, correction, and prevention of fraud, waste and abuse are critical to maintaining positive relationships with our customers and maintaining legal compliance.

What is Fraud, Waste and Abuse?

“Fraud” is intentional deception or misrepresentation made by a person to obtain an improper benefit or advantage for themselves or another person and is any act defined as “fraud” under applicable federal or state law. For example, intentionally charging a health plan customer for a member’s participation in Connect For Life™ when the member did not in fact participate could be considered fraud, depending on the circumstances.

“Waste” is the needless use of health care benefits or spending health care dollars.

“Abuse” is a practice that is inconsistent with sound fiscal, business or treatment practices and results in unnecessary costs to the health care system.

We are committed to ensuring compliance with all federal and state laws and regulations governing fraud, waste, and abuse.

You should immediately report suspected violations. If you have questions or need additional guidance, please contact the Human Resource Department.

The most common type of fraud involves a false statement, misrepresentation or deliberate omission that is necessary to the determination of payment for Medicare or Medicaid benefits.

CONFLICTS OF INTEREST, GIFTS AND ENTERTAINMENT

Conflicts of Interest

Colleagues must always act in the best interests of the Company’s stockholders when performing our jobs. A conflict of interest occurs when your private interests interfere, or appear to interfere, in any way, with the Company’s interests. Conflicts of interest can also arise when you, a friend or a member of your family take action or have interests, that may impair your ability to perform your duties for the Company.

Certain laws apply specifically to conflicts of interest where an officer or Director is involved. These situations require special consideration, so please consult the Human Resource Department.

Below are some common examples of conflicts of interest you should avoid.

Improper Personal Benefits from Wider Circle

Conflicts of interest can happen when colleagues, friends or family members receive improper personal benefits as a result of their relationships or ties to the Company. Colleagues may not accept any benefit from the Company that has not been duly authorized and approved pursuant to our policies and procedures.

In all dealings with friends or family who are employed by, or have ownership interests in our customers or suppliers, colleagues must not let their personal relationships affect, or appear to affect, their ability to act in the Company’s best interests.

Corporate Opportunities

Colleagues who learn of a business or investment opportunity through the use of Company property or information or their position at the Company must bring the opportunity to the attention of the Chief Executive Officer or the Human Resources Department. This includes opportunities from a competitor or actual or potential supplier or business associate of the Company, as well as a principal, officer, director or colleague of any of these parties.

Colleagues may not participate in the opportunity or invest in it without the prior written consent of the Human Resource Department, even in the case that the Company has no interest in the opportunity. Colleagues may not participate in a joint venture, partnership or other business arrangement with the Company while employed by the Company.

Personal Financial Interests

Without the prior written approval of the Human Resource Department, neither colleagues nor their immediate family members may have any financial interest or investment of greater than $25,000 in an outside business that competes with or provides products or services to the Company that could conflict or appear to conflict with their ability to carry out the responsibilities of their duties in the best interests of the Company (this prohibition excludes investments in mutual funds or in exchange-traded securities).

Business Courtesies

Colleagues may not accept business courtesies, extravagant entertainment from any customers, suppliers or business partners, including gifts, payments, special consideration or discounts, of more than a nominal value (defined as greater than $100.00) without prior written approval from the Human Resource Department. This rule also applies to matters of value offered or provided to the immediate family of colleagues.

Payments or Gifts from Other Health Care Providers

Colleagues may not accept or solicit payments or gifts, including personal entertainment from health care providers, such as physicians, pharmaceutical companies, medical supply companies, hospitals or home health care companies in exchange for referrals. There may be circumstances when health care providers to whom we may refer program participants make payments to the Company in return for services we provide or who act as sponsors of Company events. In these circumstances it is important that these payments are:

of fair value in exchange for services provided by the Company;
made to Company or to the customer and not to a colleague; and
approved in writing by the Legal Department or Human Resource Department.

Outside Employment and Associations

You are prohibited from being employed by or from receiving compensation from any of our competitors or potential competitors, vendors, suppliers, physicians, or other health care entities. If you anticipate having any of these prohibited relationships, you must provide a list of all anticipated or existing employment or associations with a supplier, vendor, competitor or potential competitor, customer, physician or other health care provider for consideration by the Chief Legal & Administrative Officer.

You can be employed by another entity in a role outside the scope of your employment with the Company only as long as it does not interfere with your responsibilities and obligations to the Company.

Employment, consulting or membership on boards of directors (or similar governing bodies) may not be approved if their involvement could impair or conflict (or appear to impair or conflict) with their ability to carry out their job duties in the best interests of the Company.*

If you are an officer, you cannot be employed by or provide consulting services to any person or entity other than the Company or serve on the board of directors of any public or private company without the prior written consent of the CEO (or the Nominating and Corporate Governance Committee, in the case of the CEO).

Colleagues are expected to devote time to charitable and community activities and industry or professional activities consistent with their responsibilities with the Company.

WORKING WITH GOVERNMENTS

Political Contributions

We encourage colleagues to participate in the political process and respect their right to participate in political life as they wish. Do not use Company property, funds, facilities or assets (including your work time) to contribute to any candidate for elected office or to any political party or to any political campaign. Don’t cause another colleague to feel compelled or pressured to work for or on behalf of, or make contributions to, any legislation, candidate, political party or action committee, or to cast his or her vote in a particular manner.

Anti-Bribery

We prohibit the bribery of government officials. Examples of bribes include payments to government officials to encourage a decision to award or continue business relations, to influence the outcome of a government audit or inspection, or to influence tax or other legislation. A person’s status as a government official isn’t always obvious. Always ask!

ACCEPTABLE EMAIL AND INTERNET USAGE

As part of their onboarding, Wider Circle employees are issued a Wider Circle email address to communicate with other employees and external entities. Wider Circle employees must also use the internet to do their work, since the company leverages several third-party cloud-based solutions such as Google G Suite and Salesforce.

Email and the Internet should only be used to support the business activities necessary to carry out job functions. All employees must exercise good judgment in using the Internet. All questions can be addressed to the Chief Security Officer or the Director of Engineering.

Acceptable use of email and the Internet for performing job functions includes, but is not limited to:
Communication between employees and non-employees for business purposes.
IT technical support including the downloading of approved software upgrades and patches.
Review of possible vendor web sites for product information.
Referencing regulatory or technical information.
Business related research.
Social media and networking sites that relate to Wider Circle business (see Social Media section below)
Laptops and mobile devices are acceptable to use, provided that they meet the stipulations described in Wider Circle’s Device Management Policy.

Unless specifically authorized, the following activities are strictly prohibited:

Unauthorized downloading of any programs or files for use without authorization in advance from the Director of Engineering.
Any personal online shopping of items or services on the Internet.
Playing games or excessive use of social media.
Forwarding of chain letters or spam.
Participation in any online contest and acceptance of promotional gifts.

“Social media” are digital technologies and practices that enable people to create and share content, opinions, insights, experiences and perspectives. The hallmarks of all social media are user-generated content and interaction. Social media includes blogs, online communities, and bulletin boards, e.g., Facebook, Twitter, LinkedIn, etc.

You are personally responsible for your personal social media activity outside of work and we expect you to be professional and ethical in all of your social media activity. Before participating in any personal social media, you should consider the following:

Do Not Speak for the Company or Appear as if You Are Speaking for the Company. If you maintain a personal blog or social media site on a non-Company information technology system (such as a home computer), do not identify yourself as being affiliated with the Company and use your own account that is registered to you in your personal capacity. Do not use user names or account names that include “Wider Circle,” or use any Company logo or trademark, or any other designation that suggests you are speaking for the Company.

Be Clear That Views Expressed Are Your Own. Always be specific that your opinions are your own and that you are speaking only on behalf of yourself and not on behalf of the Company.

Use Common Sense and Be Respectful and Professional. Always assume that content or comments placed on the Internet are forever and can be copied, forwarded, or subpoenaed.

Do Not Divulge Any Non-Public Information. Do not post any non-public, private information related to the Company, its affiliates, our members, customers, colleagues, vendors, or any other third party, including without limitation any financial, operational, strategic, intellectual property or technical non-public information. For questions about whether information has been released publicly, please contact Human Resource Department before posting and never post information that could potentially harm the Company or anyone.

Anyone conducting Company-related social media activity must be designated and trained in advance regarding public and non-public information of the Company. Unless you have been authorized as an official spokesperson of the Company, you cannot use your Company email address to participate in social media activity. That means do not use your Wider Circle email address on LinkedIn, Twitter, Facebook, etc.

WAIVERS AND ACKNOWLEDGMENT

Are there waivers to the Code?

Don’t count on it. Waivers of the Code are rarely, if ever, granted. They are only granted by the the Audit Committee of the Board of Directors or, in the case of officers and Directors, the full Board of Directors. If a waiver of the Code is granted, the Company may be required to make public disclosures.

Report violations of the Code through:

the Code Hotline at 855-650-0005 (English) or 800-216-1288 (Spanish) that is maintained by an independent third-party and is available 24 hours every day of the year (except for required management of the site).
the Code Online Hotline at https://www.lighthouse-services.com/widercircle that is also maintained by an independent third- party and is also available 24 hours every day of the year (except for required management of the site).

Acknowledgment

All colleagues must annually electronically sign this acknowledgment form through the Company’s online training resource confirming that they have read the Code and agree to abide by its provisions.

You will not be excused from complying with the Code because you have failed to read the Code or to sign the acknowledgment form.