COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
Exhibit 14
CODE OF BUSINESS CONDUCT AND ETHICS
INTRODUCTION
Comprehensive Care Corporation and its subsidiaries (the "Company") is
committed to the principle of honest and ethical conduct in all aspects of its
business. With the adoption of the Sarbanes-Oxley Act of 2002, and rules
adopted by the Securities and Exchange Commission (the "Commission"), all
publicly held companies have been encouraged to adopt and make available to the
public written codes of conduct and ethics. The Code of Business Conduct and
Ethics (the "Code") to follow is intended to be a codification of the business
and ethical principles which have been a part of the Company, and is intended,
among other things to promote:
- honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
- avoidance of conflicts of interest, including disclosure to
an appropriate person or persons identified in the Code of
any material transaction or relationship that reasonably
could be expected to give rise to such a conflict;
- full, fair, accurate, timely, and understandable disclosure
in reports and documents that the Company files with, or
submits to, the Commission and in other public communications
made by the Company;
- compliance with applicable governmental laws, rules and
regulations;
- the prompt internal reporting of Code violations to an
appropriate person or persons identified in the Code; and
- accountability for adherence to the Code.
This Code covers a wide range of business practices and procedures. It
does not cover every issue that may arise, but it sets out basic principles to
guide all employees of the Company. All Company employees must conduct
themselves accordingly and seek to avoid even the appearance of improper
behavior. In appropriate circumstances, the Code should also be provided to and
followed by the Company's agents and representatives, including consultants.
If a law conflicts with a policy in this Code, the employee must
comply with the law; however, if a local custom or policy conflicts with this
Code, the employee must comply with the Code. If an employee has any questions
about these conflicts, the employee should ask his or her supervisor how to
handle the situation.
Any employee who violates the standards in this Code will be subject
to disciplinary action. If an employee is in a situation that the employee
believes may violate or lead to a violation of this Code, the employee should
follow the guidelines described in Section 14 of this Code.
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1. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Obeying the law, both in letter and in spirit, is the foundation on
which this Company's ethical standards are built. All employees must respect
and obey the laws of the cities, states, and countries in which the Company
operates. Although not all employees are expected to know the details of these
laws, it is important to know enough to determine when to seek advice from
supervisors, managers, or other appropriate personnel.
The Company holds information and training sessions to promote
compliance with laws, rules and regulations, including insider-trading laws.
As noted, the Company is subject to various federal and state laws
which govern various aspects of all businesses generally. A few examples, not
intended to be all inclusive, are laws which regulate conduct in the workplace,
i.e. sexual harassment laws and laws which prohibit discrimination based on
age, sex, race, national origin or the like.
As a publicly held company, we are subject to significant regulation
under the federal securities laws. Again, an example is our obligation to
timely and accurately file all reports that we are required to file with the
Securities and Exchange Commission, including the accurate filing of required
financial information.
Given the fact that we are a healthcare company, we are subject to
extensive and evolving federal and state regulations. These regulations range
from licensure and compliance with regulations related to insurance companies
and other risk-assuming entities, to licensure and compliance with regulations
related to healthcare providers. These laws and regulations may vary
considerably among states. As a result, the Company may be subject to the
specific regulatory approach adopted by each state for regulation of managed
care companies and for providers of behavioral healthcare treatment services.
We are subject to the requirements of the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA"). The purpose of the HIPAA provisions is to
improve the efficiency and effectiveness of the healthcare system through
standardization of the electronic data interchange of certain administrative
and financial transactions and, also, to protect the security and privacy of
transmitted information. Entities subject to HIPAA include all healthcare
providers and all healthcare plans.
Various of our departments have applicable policies and procedures
through which our managers, in conjunction with our senior management, assist
the Company as part of their functions in complying with all applicable laws
and regulations. We expect all of our employees to cooperate in this respect
and observe the policies and procedures set out by managers with respect to
legal compliance. Where an employee reasonably believes that the Company is not
compliant with any law or regulation, we encourage our employees to bring that
matter up directly with the employee's immediate supervisor and, if the matter
is not ultimately resolved by either a reasonable explanation or action taken
to rectify any non-compliance, we encourage the employee to bring the matter
directly to the attention of the Company's Chairman or the Company's President.
With respect to financial matters in particular, and not just confined to those
of our employees performing accounting or internal
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auditing functions, the Company's policy is that, where any employee believes
that the Company has or is about to engage in any financial irregularity or
impropriety, that the matter be brought to the attention of the Chairman of our
Audit Committee. This may be done anonymously and without fear of reprisal of
any sort. The Company's Audit Committee has separately prepared and distributed
to all Company employees on April 15, 2003 its Employee Complaint Procedures
for Accounting and Auditing Matters. Any complaint directed to the Chairman of
the Audit Committee may be forwarded through an e-mail
(gene@froelichcentral.com) or via fax at (818) 990-7130.
2. FINANCIAL INFORMATION AND DEALINGS WITH EXTERNAL AUDITORS
The honest and accurate recording and reporting of financial
information is of critical importance to the Company. This is not only
essential in order for senior management to make informed responsible business
decisions, but is essential to the Company's ability to file accurate financial
reports with the Securities and Exchange Commission; to enable the Company to
comply with various laws relating to the maintenance of books and records and
financial reporting; to enable the Chief Executive Officer and Chief Financial
Officer of the Company to make their necessary certifications in connection
with the periodic filing by the Company of financial information; and to inform
the stockholders of the Company and the investing public of accurate financial
information of the Company.
No employee shall falsify the books and records of the Company or
otherwise knowingly circumvent or fail to implement the internal accounting
controls of the Company as now existing or as may be modified, revised, amended
or supplemented.
The external auditors of the Company play an integral role in the
financial reporting process through their annual examination and report on the
Company's financial statements and their review of periodic reports of the
Company. Open and honest fair dealings with our external auditors is therefore
essential. No employee of the Company, whether an officer, director or part of
the Company's accounting department shall make any false or misleading
statement to any external auditor of the Company in connection with an audit or
examination of the financial statements of the Company or the preparation or
filing of any document or report. Similarly, no employee of the Company shall
engage in any conduct to fraudulently influence, coerce, manipulate or mislead
any accountant engaged in the audit or review of any financial statements of
the Company.
3. CONFLICTS OF INTEREST
A "conflict of interest" exists when an individual's private interest
interferes in any way - or even appears to conflict - with the interests of the
Company as a whole. A conflict situation can arise when an employee, officer,
or director takes actions or has interests that may make it difficult to
perform his or her work on behalf of the Company in an objective and effective
manner. Conflicts of interest may also arise when an employee, officer, or
director, or a member of his or her family, receives improper personal benefits
as a result of his or her position in the Company. Loans to, or guarantees of
obligations of, employees and their family members may create conflicts of
interest.
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It is almost always a conflict of interest for a Company employee to
work simultaneously for a competitor, customer, or supplier. An employee is not
allowed to work for a competitor as a consultant or board member. The best
policy is to avoid any direct or indirect business connection with the
Company's customers, suppliers, or competitors, except on the Company's behalf.
Conflicts of interest are prohibited as a matter of Company policy,
except under guidelines approved by the Board of Directors. Conflicts of
interest may not always be clear-cut, so if a question arises, the employee you
should consult with higher levels of management. Any employee, officer, or
director who becomes aware of a conflict or potential conflict should bring it
to the attention of a supervisor, manager, or other appropriate personnel, or
consult the procedures described in Section 14 of this Code.
4. INSIDER TRADING
Employees who have access to confidential information are not
permitted to use or share that information for stock trading purposes or for
any other purpose except the conduct of the Company's business. All non-public
information about the Company should be considered confidential information. To
use non-public information for personal financial benefit or to "tip" others
who might make an investment decision on the basis of this information is not
only unethical but also illegal. If a question arises, the employee should
consult the Company's Chief Financial Officer. The Company has separately
prepared and distributed to its employees a Statement of Company Policy,
revised as of November 22, 2002, relating to securities trades by Company
personnel.
5. CORPORATE OPPORTUNITIES
Employees, officers, and directors are prohibited from taking for
themselves personally opportunities that are discovered through the use of
corporate property, information, or position without the consent of the Board
of Directors. No employee may use corporate property, information, or position
for improper personal gain, and no employee may compete with the Company
directly or indirectly. Employees, officers, and directors owe a duty to the
Company to advance its legitimate interests when the opportunity to do so
arises.
6. COMPETITION AND FAIR DEALING
The Company seeks to outperform competitors fairly and honestly. The
Company seeks competitive advantages through superior performance, never
through unethical or illegal business practices. Stealing proprietary
information, possessing trade secret information that was obtained without the
owner's consent, or inducing such disclosures by past or present employees of
other companies is prohibited. Each employee, officer, and director should
endeavor to respect the rights of and deal fairly with the Company's customers,
suppliers, competitors, and employees. No employee, officer, or director should
take unfair advantage of anyone through manipulation, concealment, or abuse of
privileged information, misrepresentation of material facts, or any other
intentional unfair-dealing practice.
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To maintain the Company's valuable reputation, compliance with the
Company's quality processes and safety requirements is essential. In the
context of ethics, quality requires that the Company's products and services
meet reasonable customer expectations. All inspection and testing documents
must be handled in accordance with all applicable regulations.
The purpose of business entertainment and gifts in a commercial
setting is to create good will and sound working relationships, not to gain
unfair advantage with customers. No gift or entertainment should ever be
offered, given, provided, or accepted by any Company employee, family member of
an employee, or agent unless it (1) is not a cash gift, (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 or
regulations. An employee should discuss with his or her supervisor any gifts or
proposed gifts that the employee is not certain are appropriate.
7. DISCRIMINATION AND HARASSMENT
The diversity of the Company's employees is a tremendous asset. The
Company is firmly committed to providing equal opportunity in all aspects of
employment and will not tolerate any illegal discrimination or harassment of
any kind. Examples include derogatory comments based on racial or ethnic
characteristics and unwelcome sexual advances.
8. HEALTH AND SAFETY
The Company strives to provide each employee with a safe and healthful
work environment. Each employee has responsibility for maintaining a safe and
healthy workplace for all employees by following safety and health rules and
practices and reporting accidents, injuries, and unsafe equipment, practices,
or conditions.
Violence and threatening behavior are not permitted. Employees should
report to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol. The use of illegal drugs or alcohol in the workplace
will not be tolerated.
9. RECORD-KEEPING
All of the Company's books, records, accounts, and financial
statements must be maintained in reasonable detail, must appropriately reflect
the Company's transactions, and must conform both to applicable legal
requirements and to the Company's system of internal controls. Unrecorded or
"off the books" funds or assets should not be maintained unless permitted by
applicable law or regulation.
Business records and communications should always be retained and not
destroyed unless in accordance with to the Company's record retention policies.
In accordance with those policies, in the event of litigation or governmental
investigation, employees must consult with the Company's Chief Financial
Officer before taking any action because it is critical that any impropriety or
possible appearance of impropriety be avoided.
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10. CONFIDENTIALITY
Employees, officers, and directors must maintain the confidentiality
of confidential information entrusted to them by the Company or its customers,
except when disclosure is authorized by an executive officer or required or
mandated by laws or regulations. Confidential information includes all
non-public information that might be of use to competitors or harmful to the
Company or its customers, if disclosed. It also includes information that
suppliers and customers have entrusted to us. The obligation to preserve
confidential information continues even after employment ends.
11. PROTECTION AND PROPER USE OF COMPANY ASSETS
All employees, officers, and directors should endeavor to protect the
Company's assets and ensure their efficient use. Theft, carelessness, and waste
have a direct impact on the Company's profitability. Any suspected incident of
fraud or theft should be immediately reported for investigation. Company assets
should be used for legitimate business purposes and should not be used for
non-Company business, though incidental personal use may be permitted.
The obligation of employees to protect the Company's assets includes
its proprietary information. Proprietary information includes intellectual
property, such as trade secrets, patents, trademarks, and copyrights, as well
as business, marketing and service plans, engineering and manufacturing ideas,
designs, databases, records, salary information, and any unpublished financial
data and reports. Unauthorized use or distribution of this information would
violate Company policy. It could also be illegal and result in civil or even
criminal penalties.
12. MAKING OF IMPROPER PAYMENTS
HMOs that the Company services as a behavioral care provider provide
benefits to eligible members in connection with Medicaid or Medicare. State and
federal law prohibits the making of any payment or the giving of anything of
value as an inducement to get Medicare or Medicaid related business. Likewise,
the making of any payment or the giving of anything of value by any participant
in our provider network would likewise be viewed as being both illegal and
unethical.
13. WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS
Any waiver of this Code for executive officers or directors may be
made only by the Board or a Board committee and will be promptly disclosed to
stockholders as required by law or stock exchange regulation.
14. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR
Employees are encouraged to talk to supervisors, managers, or other
appropriate personnel when in doubt about the best course of action in a
particular situation. Employees should report any observed illegal or unethical
behavior and any perceived violations of laws, rules, regulations, or this Code
of Business Conduct to appropriate personnel. It is the policy of the Company
not to allow retaliation for reports of misconduct by others made in good faith
by employees. Employees are expected to cooperate in internal investigations of
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misconduct.
15. COMPLIANCE PROCEDURES
We must all work to ensure prompt and consistent action against
violations of this Code. However, in some situations it is difficult to know
right from wrong. Since we cannot anticipate every situation that will arise,
it is important that we have a way to approach a new question or problem. These
are the steps to keep in mind:
- Make sure you have all the facts. In order to reach the right
solutions, we must be as fully informed as possible.
- Ask yourself: What specifically am I being asked to do? Does
it seem unethical or improper? This will enable you to focus
on the specific question you are faced with and the
alternatives you have. Use your judgment and common sense; if
something seems unethical or improper, it probably is.
- Clarify your responsibility and role. In most situations,
there is shared responsibility. Are your colleagues informed?
It may help to get others involved and discuss the problem.
- Discuss the problem with your supervisor. This is the basic
guidance for all situations. In many cases, your supervisor
will be more knowledgeable about the question and will
appreciate being brought into the decision-making process.
Remember that it is your supervisor's responsibility to help
solve problems.
- Seek help from Company resources. In the rare case where it
may not be appropriate to discuss an issue with your
supervisor, or where you do not feel comfortable approaching
your supervisor with your question, discuss it locally with
your operations manager or your Human Resources manager. If
that also is not appropriate, address your concerns to the
Company's Chief Executive Officer ("CEO") or Chief Financial
Officer ("CFO") by calling Company headquarters or by writing
to the CEO or CFO at 200 South Hoover Blvd., Suite 200,
Tampa, FL 33609.
- You may report ethical violations in confidence and without
fear of retaliation. If your situation requires that your
identity be kept secret, your anonymity will be protected.
The Company does not permit retaliation of any kind against
employees for good faith reports of ethical violations.
- Always ask first, act later: If you are unsure of what to do
in any situation, seek guidance before you act.
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