DIALYSIS CORPORATION OF AMERICA
Code of Ethics and
Business Conduct
A Guide to Help You Resolve Questions About Conduct in the Workplace
2006
Dialysis Corporation of America has resources available
to provide guidance on compliance and ethical issues.
If you have questions regarding
any matter described in this booklet,
please contact one of the following resources:
Compliance Hotline/Email
1-800-694-6945 ext. 103
compliance@dialysiscorporation.com
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Michael Rowe
Compliance Officer
1302 Concourse Drive, Suite 204
Linthicum, MD 21090
1-410-694-0500 ext. 103
Callers to the Hotline/Email or to Mr. Rowe may remain anonymous.
Dear Colleagues:
A desire to serve and a passion for caring have brought us together at
Dialysis Corporation of America (DCA) in jobs that are both demanding and
richly rewarding. Overlaying all of our efforts is a set of values that put
the individuals we serve at the center of our mission to provide the highest
quality care to individuals with renal failure.
DCA has a tradition of adhering to the most rigorous standards of ethics and
integrity. Health care providers face many challenges today, as the health
care environment becomes increasingly complex and economic trends demand cost
containment measures. In order to meet the challenges of this milieu, we
must give renewed attention to our shared values.
To this end, the Board of Directors of DCA has created a Compliance Program.
This program is embodied in this Code of Ethics and Business Conduct and in a
Compliance Policy Manual.
We fully endorse this Compliance Program and we believe that adherence to the
principles set forth in this Code and the policies contained in the
Compliance Policy Manual will allow us to face new challenges with
confidence. This Compliance Program affirms the resolve of DCA to meet the
highest standards of integrity and compliance. We ask you to please review
carefully the materials contained in this Code and commit, as we have, to
meeting our goals in ethics and integrity.
Sincerely,
Stephen W. Everett J. Michael Rowe
Chief Executive Officer and President Vice President, Chief Operating
Officer and Corporate Compliance
Officer
INTRODUCTION
Dialysis Corporation of America (DCA or company, which terms include all DCA
subsidiaries) is committed to delivering high quality care to individuals
with failed kidney function. We believe that certain principles are essential
to the achievement of our mission. Most importantly, we must act with
integrity. This includes acting with fairness and honesty in our relations
with patients and their families, our business partners, payors, regulators,
and the community we serve. It also means acting in compliance with the laws
and regulations governing our business.
It is the policy of DCA to comply with all federal and state laws governing
its operations and to act in accordance with the highest standards of
business and professional ethics. Our officers, directors and employees are
central to this commitment. DCA has developed this Code of Ethics and
Business Conduct (Code) to provide guidance and is applicable to officers,
directors and employees so that they may act in an ethical and legal manner.
Please review it thoroughly. Your adherence to its spirit, as well as its
specific provisions, is critical to our success.
As a health care provider, we are subject to numerous and complex laws and
regulations. In this environment, the appropriate course of action is not
always clear. Consequently, if you are in doubt as to the propriety of a
course of action, you must contact your supervisor or one of the resources
described in this Code, before taking action.
We believe in the integrity of each of our officers, directors and employees
and anticipate that your actions will reflect the principles set forth in
this Code.
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PRINCIPLES
ETHICS POLICY
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Our creed and our operative principle is to deal with our patients,
shareholders, suppliers, each community in which we operate or otherwise have
an impact, and with each other with honesty, fairness, dignity and respect.
Those criteria are the guiding standards of our business, which we conduct
with the highest ethical standards.
RELATIONSHIPS
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Patients
Our mission is to provide quality care for individuals with failed kidney
function. Services are provided in a variety of settings, to meet the needs
of each individual. We treat all patients with dignity and respect and
provide care that is necessary and appropriate. We make no distinction in
the care we provide based on race, color, religion, national origin or any
other legally impermissible consideration.
We respect each individual's right to make health care decisions. We involve
patients and their families in planning and evaluating care and encourage
patients to take an active role in their own care. Informed consent in a
variety of areas and for different processes is obtained prior to providing
care and treatment.
Referral Sources
DCA receives referrals from primary care and specialty physicians and other
sources. DCA accepts patients based on clinical needs and our capabilities.
We do not pay or offer to pay anyone for referrals, which conduct is strictly
prohibited.
DCA also makes referrals. Depending on need, patients may be referred to a
hospital or another provider. When patients require equipment,
pharmaceuticals, supplies or therapy, we may refer them to qualified
suppliers of these items and services. Patients and their families are free
to choose their health care providers and suppliers. We make recommendations
based on which providers we believe are qualified and medically appropriate.
We do not solicit or accept payment for referrals that we make to others.
Third Party Payors - Claims
DCA will comply with all laws and regulations pertaining to the preparation
and submission of claims for services rendered. Services rendered must be
accurately documented and coded to ensure the accuracy of billing and the
integrity of supporting documentation. Claims and supporting documentation
must comply with the requirements of government and commercial payors and to
the terms of any payor contracts.
Many employees are involved in the claims preparation and submission process,
including those who enter physicians' orders and document patient care
information and those who enter charges and select procedure codes. Clinical,
administrative, and clerical staff involved in the preparation and/or
submission of claims data must be trained in coding and documentation
requirements. Billing policies and
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procedures must be in writing, approved by management and appropriately
updated and must be made available to all employees involved in the claims
process. We have instituted systems designed to verify that claims are
submitted only for services actually provided, that coding is accurate and
that each claim is supported by complete and accurate documentation.
Cost Reports
DCA provides services reimbursed under government programs that require the
submission of certain reports of our costs. There are extensive rules
regarding the allocation of costs and defining which costs are allowable. We
are committed to compliance with these rules. Given the complexity of the
issues involved in the preparation, submission and settlement of cost
reports, these procedures are coordinated by our Finance Department. We
have instituted auditing and monitoring systems to ensure the integrity of
cost reports.
INFORMATION
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Accuracy
Accurate, reliable records are essential for meeting our financial and legal
obligations. Every employee is responsible for the integrity and accuracy of
our documents and records, not only to comply with regulatory and legal
requirements but also to ensure that records are available to defend our
business practices and actions. No one may alter or falsify information on
any record or document.
Documentation is a critical component of the claims process. The delivery of
services must be documented in accordance with applicable laws and
regulations. It is only through complete, accurate and legible documentation
that the nature, quantity, and quality of services can be communicated to
payors and other health care providers.
Integrity of Recordkeeping/Accounting
Our records and accounting, including among others, bills, financial data,
expense reports, vouchers and performance reports, are detailed and
maintained with the utmost concern of accuracy and adequacy. Business
decisions and reporting obligations rest on the accuracy and completeness of
our accounting procedures and records. False or misleading entries are
absolutely prohibited and any such conduct is unacceptable and will result in
severe disciplinary action.
Any officer, director or employee who has evidence of or any concern relating
to improper billing or objectionable accounting, recordation or auditing
matters should promptly report such to the Chairman of our Audit Committee,
currently Alex Bienenstock, at (516) 812-7727, and/or to our counsel,
currently Lawrence E. Jaffe, Esq. or Joshua M. Jaffe, Esq., at Jaffe & Falk,
LLC at (201) 288-8282 (Counsel). All calls will be treated anonymously.
Public Reporting; Special Ethics Obligations for Officers and Employees
with Financial Reporting Responsibilities
DCA is a public company and it is of critical importance that the company's
disclosures in its reports and documents that it files with, or submits to,
the Securities and Exchange Commission (SEC), the Nasdaq Stock Market, Inc.
(Nasdaq), and in other public communications made by the company, be full,
fair, accurate, timely and understandable. Depending on their position with
the company, DCA officers, directors and employees may be called upon to
provide information and to take other reasonable actions
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to assure that the company's public reports and communications meet these
requirements. DCA expects all of its personnel to take this responsibility
very seriously and to provide prompt and accurate information for, and to
answer inquiries related to, the company's public disclosure requirements.
There are additional responsibilities of the Chief Executive Officer (CEO)
and the Senior Financial Officers, which means our Chief Financial Officer
(CFO) and the Chief Accounting Officer (CAO), currently the same person,
Daniel R. Ouzts, and the Controller.
In addition to being responsible for complying with the provisions of the
Code, the CEO and the Senior Financial Officers are also responsible for
complying with the following additional procedures:
1. Full, fair, accurate, timely and understandable disclosure in the
periodic reports required to be filed by the company with the SEC, Nasdaq,
and in other public communications. Accordingly, it is the responsibility of
the CEO and each Senior Financial Officer promptly to bring to the attention
of the Audit Committee any material information of which he or she may become
aware that affects the disclosures made by the company in its public filings.
2. Promptly bring to the attention of the Audit Committee any
information he or she may have concerning (a) any significant deficiencies
and/or material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the
company's ability to record, process, summarize and report financial
information, or (b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the company's
internal control over financial reporting.
3. Promptly bring to the attention of the Audit Committee any
information he or she may have concerning any violations of this Code,
including any actual or apparent conflicts of interest between personal and
professional relationships, involving any management or other employees who
have a significant role in the company's financial reporting, disclosures or
internal controls.
4. Promptly bring to the attention of the Audit Committee any
information he or she may have concerning evidence of a material violation of
the securities or other laws, rules or regulations applicable to the company
and the operation of its business, by the company or any agent thereof.
The Board of Directors shall determine, or designate appropriate persons to
determine, appropriate actions to be taken in the event of violations of this
Code or of these additional procedures by the CEO and the Senior Financial
Officers. Such actions shall be reasonably designed to deter wrongdoing and
to promote accountability for adherence to this Code and to these additional
procedures, and shall include written notices to the individual involved that
the Board has determined that there has been a violation, censure by the
Board, demotion or re-assignment of the individual involved, suspension with
or without pay or benefits (as determined by the Board) and termination of
the individual's employment or position as an officer. In determining what
action is appropriate in a particular case, the Board of Directors shall take
into account all relevant information, including the nature and severity of
the violation, whether the violation was a single occurrence or repeated
occurrence, whether the violation appears to have been intentional or
inadvertent, and whether the individual in question had been advised prior to
the violation as to the proper course of action.
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Proprietary DCA Information
Proprietary and non-public information relating to our operations, business,
performance or plans must only be divulged to those who "need to know,"
whether officers or employees of DCA or others, to avoid leaking important
DCA information which could materially and adversely impact our company,
business and competitive position. Good judgment is required to determine
what proprietary or secret information can or cannot be disclosed, and if
disclosable, to whom. If any officer, director or employee has any question
as to whether certain information is confidential or whether such information
is disclosable to certain persons, such individual should first present the
matter to his or her supervisor and/or to our Compliance Officer.
Use of confidential company information for the personal gain of an officer,
director or employee, or anyone else, is contrary to DCA's policies, and, in
most cases, is unlawful.
Trading in DCA Shares
You are prohibited from buying or selling any securities of DCA when in the
possession of material non-public information. You should understand that
officers, directors and certain employees have access to sensitive and
confidential information concerning our company which may be deemed material
and not otherwise divulged to the public. Material information is a broad
concept and can best be described as any information that a reasonable and
prudent investor would like to know before buying or selling the company's
securities. Such information includes, among others, the financial condition
of our company, our results of operations, extraordinary events, new
services, loss of material suppliers or contracts, or acquisition plans or
similar business combinations or restructuring that has not been publicly
disclosed. It is also unlawful to communicate such material non-public
information to other persons who may trade in our securities.
Officers, directors and key employees, and any employee that may have
information relating to certain reports we are required to file with the SEC
or Nasdaq, where our shares are traded, such as the annual report on Form
10-K, the quarterly reports on Form 10-Q, and the current reports on Form
8-K, or relating to any press release dealing with important company matters,
are subject to "blackout" periods restricting any transactions in our shares
unless pre-cleared through our Counsel.
For details relating to restrictions and explanations of the prohibitions of
insider trading, and our "blackout" periods, reference is made to our
"Company Policy, Material Non Public Information, Confidentiality; Insider
Trading Policy," attached to this Code.
Retention
Records are retained in accordance with the law and our record retention
policies. You may not tamper with records, nor remove or destroy them prior
to the specified date.
Health Information
DCA has a responsibility to maintain the confidentiality of health information
that it creates and receives. Health information is not to be disclosed
except in accordance with applicable laws, in particular, but not limited to,
the Health Insurance Portability and Accountability Act of 1996, which
together with government regulations provide for strict privacy standards and
protected health information. The regulations are quite extensive and
complex, but basically require healthcare providers, like us, to (i) obtain
patient acknowledgement of receipt of a notice of privacy practices; (ii)
obtain patient
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authorization before certain uses and disclosures of protected health
information; (iii) respond to patient requests for access to their healthcare
information; and (iv) develop policies and procedures with respect to uses
and disclosures of protected healthcare information. We have expended
significant resources to develop and implement policies and procedures to
address these privacy issues, and all employees must strictly adhere to these
policies and procedures. Should any questions arise in this area, employees
should communicate with their supervisors.
Proprietary and Personal Information
We are committed to providing privacy protection of employee data. Employee
information is protected from unauthorized access and disclosure.
Confidential and proprietary information regarding DCA and personal
information regarding employees and contractors may not be disclosed without
authorization. This includes, but is not limited to, personnel records and
employee lists, departmental reports, pricing and cost data, supplier
information, financial data, service contracts, strategic plans and marketing
practices. Access to such data is limited to employers' legitimate business
purposes, and for the purpose of supporting company operations and providing
employee benefits. All employees are responsible for adhering to this
employee privacy policy.
REGULATORY COMPLIANCE
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DCA operates in a highly regulated industry and must monitor compliance with
a great variety of complex regulations. DCA expects its officers, directors
and employees to be knowledgeable about the laws and regulations affecting
their responsibilities and to report any suspected noncompliance to their
supervisor or the Compliance Officer, the Audit Committee, or Counsel. The
regulations that officers and employees may deal with in the course of their
duties include those pertaining to professional licensure, facility
licensure, medical waste disposal, workplace safety, dispensing of controlled
substances, the rules of participation and reimbursement under the Medicare
and Medicaid programs, labor laws, and environmental laws.
DCA periodically receives inquiries from government agencies regarding our
organization's business. These inquiries may take the form of letters,
telephone calls or personal contacts. It is DCA's policy to comply with all
applicable laws and to cooperate with any reasonable and lawful requests for
information from the authorities. However, in doing so, the legal rights of
DCA, its officers, directors, employees, and patients must be preserved and
protected. Therefore, it is imperative that officers, directors and
employees follow DCA procedures regarding inquiries and requests for
information. Contact your immediate supervisor, the Compliance Officer or
Counsel for guidance on responding to inquiries.
WORKPLACE CONDUCT
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Conflicts of Interest
It is very important to understand that when officers, directors and
employees become affiliated with DCA, we make a commitment that the best
interests of DCA are foremost in our minds and conduct. A conflict of
interest may occur if your personal interests or outside activities influence
or appear to influence your ability to make objective decisions in the course
of your job responsibilities. A conflict of interest may also exist if the
demands of any outside activities hinder or distract you from performing your
job or influence you to use DCA resources for other than their purposes. No
officer, director or employee is to represent the company in any transaction
in which any of them or a member of their family has any financial interest.
A financial interest shall not include such persons owning less than 1%
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of a public company. If you have any question on whether an outside activity
might constitute a conflict of interest seek guidance from your supervisor or
the Compliance Officer.
Giving or receiving property or money to influence business judgment is
prohibited. Officer, directors and employees are entrusted with information
concerning DCA's business and operations, and with company funds and
property. Use of any of these in a manner conflicting with company interests
is prohibited.
Corporate Opportunities
DCA officers, directors and employees owe a duty to the company to advance
the company's business interests when the opportunity to do so arises. DCA
officers, directors and employees are prohibited from using corporate
property, information or positions for personal gain and from competing with
the company.
We must take care to insure our actions are not perceived as serving other
interests in conflict with the company. Situations that may conflict with
company interests must be approved by the Compliance Officer, and for
officers and directors, by the Audit Committee.
Controlled Substances/Substance Abuse/Mental Acuity
Some DCA employees routinely have access to prescription drugs and other
controlled substances. Improper use of these substances is unlawful and
extremely dangerous. Accordingly, DCA and its officers, directors and
employees must comply with all federal and state laws and regulations
governing prescription drugs and controlled substances.
Equal Opportunity
DCA is an equal opportunity employer. We value and respect the diversity of
our employees, officers and directors. We are committed to providing equal
opportunity in all of our employment practices, and do not take action in
such practices that might be deemed discriminatory on the basis of race,
color, nation of origin, religion, age, sex, handicap or an individual's
membership in any other legally protected class.
In valuing diversity and committing to equal opportunity practices, we will
be able to more adequately utilize the human and business resources available
to us in our pursuit of providing the highest quality services to our
patients.
We are committed to providing an open, honest and invigorating workplace,
free of harassment or any conduct that diminishes another person's dignity,
self-esteem and integrity.
Fraudulent or Illegal Activities
The company has a history of succeeding through honest business competition.
DCA seeks competitive advantages through superior performance and delivering
high quality care to its patients, never through illegal or unethical
business practices. Each officer, director and employee should endeavor to
deal fairly with the company's patients, independent contractors, suppliers,
competitors and other employees. No DCA officer, director or employee may
take unfair advantage of anyone through deceit of any kind, abuse of
privileged information, misrepresentation or omission of material facts, or
any other unfair dealing or practice.
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Officers, directors and employees shall not conduct any fraudulent or illegal
activities involving DCA or its affiliates or their resources, its patients,
employees, vendors, or any party with which DCA conducts business.
Management personnel should be cognizant of the potential for fraudulent or
illegal activities in their department and are responsible for reporting
suspected wrongdoing.
Gifts and Gratuities
DCA prohibits employees from accepting gifts, personal loans, entertainment
or anything else of more than nominal value from any person or entity doing
business with DCA or having prospective business dealings with DCA, or in
return for any business, service or confidential information about the
company or its operations, suppliers, patients, systems or procedures. By
way of illustration, acceptable gifts include meals, transportation,
accommodations or entertainment, provided the following criteria are
observed: (1) they are unsolicited; (2) they are non-monetary; (3) they are
provided infrequently; (4) they do not interfere with the exercise of
objective business judgment; and (5) they are consistent with any applicable
law.
Health and Safety
DCA is committed to protecting the health and safety of its employees and
patients, and to complying with federal, state and local health and safety
laws and regulations. Employees are responsible for the prevention of
accidents to themselves, coworkers, patients and their families, and to the
public and are required to comply with DCA's safety rules, which are set
forth in organizational safety manuals. Our work policies and processes are
designed to minimize risk. We should continuously review and monitor
workplace conditions to ensure a safe and healthy workplace. Employees are
required to bring to their supervisor's attention any unsafe acts or
hazardous conditions in the workplace.
Purchasing
High standards of personal conduct and business ethics are expected of
employees involved in the purchasing of equipment, supplies and services.
This also applies to employees who may influence purchasing decisions or
relationships. Purchasing includes identifying a need, deciding whether to
purchase, development of negotiating positions, preparing solicitation
documents, maintaining bidders' lists, evaluating proposals, negotiating
terms, preparing, awarding, executing and administering contracts and related
activities. Employees involved in purchasing must avoid conduct that could
create a conflict of interest or the appearance of a conflict of interest
with vendors, contractors, consultants or suppliers.
Workplace Violence
Any form of workplace violence is prohibited. Workplace violence includes
robbery, stalking, terrorism and hate crimes, and physical or verbal violence
and aggression directed at any DCA employee, director, supervisor, officer,
patient or patient's family members. As part of our commitment to a safe
workplace we prohibit employees from possessing firearms and other weapons,
explosive devices or other dangerous materials on DCA premises. Employees
who observe or experience any form of potential or actual workplace violence
should report the incident to their supervisor, the personnel office, a
member of management or the Compliance Officer.
ENVIRONMENTAL PRACTICES
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DCA is committed to protecting our natural environment and resources. We
respect the needs and concerns of the communities in which we live and work.
All employees should take care in handling,
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treating, and disposing of hazardous substances and wastes and must comply
with applicable environmental laws and regulations. Sound waste management,
recycling and energy conservation are legal, ethical and business
requirements.
MARKETING
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Competition
DCA, like all businesses, is subject to federal and state antitrust laws.
The purpose of the antitrust laws is to preserve the competitive free
enterprise system. The antitrust laws prohibit most agreements to fix
prices, divide markets, and boycott competitors, and also proscribe conduct
that unreasonably restrains competition. Using illegal or unethical means to
obtain competitive information is prohibited The Compliance Officer should
be contacted if employees have any concerns regarding compliance with the
antitrust laws.
Marketing and Advertising
DCA may use advertising to inform the community of the availability and value
of our services and products and to inform the public of our organization's
views on public policy issues related to health care. DCA is perceived by
the community as a reliable, authoritative source of information about health
care and the health care system. We should remain mindful of the trust the
public places in us to provide accurate, balanced information. Advertising
should be honest and accurate, and when presenting views on issues, clearly
distinguish opinion from factual data. Additionally, advertising should not
disparage, demean or caricature competitors or patients and should not
exploit patient or consumer fears as a key motivating factor.
COMPLIANCE PROGRAM
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The DCA Corporate Compliance Program is intended to demonstrate our
commitment to the highest standards of business and ethical conduct. Our
Compliance Program has a number of components, including the following:
Training and Education
Every DCA employee is required to receive initial and periodic compliance
training and education using a variety of instructional methods. Training
includes a review of federal and state fraud and abuse laws, as well as DCA
standards, policies and procedures relating to corporate compliance. All
employees are given an explanation of their obligation to actively
participate in the program, including the duty to report suspected
violations. Supervisors and managers receive additional training on handling
their staff's corporate compliance concerns/issues.
Auditing and Monitoring
DCA will use a variety of techniques to monitor compliance with laws and
regulations and identify risk areas. Audit results are forwarded to the
Compliance Officer. A report of audit results and program evaluation are
then presented annually to the Board of Directors and Audit Committee. From
audit reports, processes will be modified and improved as necessary to
prevent and detect violations.
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Proper Use of Funds
Officers, directors and employees are personally accountable for use of
company funds and expenses, including, among others, credit cards, cash,
checks and tickets. Those who authorize the use of company funds must ensure
that the company is the beneficiary for such use; in other words, the company
has received adequate value in return for those funds. It may be incumbent
upon the company to report to governmental authorities the improper or
illegal use of company funds; and, of course, such improper or illegal use
will result in severe disciplinary action.
Appropriate Use of Email and Other Computing Resources
Electronic commerce, electronic mail and other Internet-related systems are
intended to be used for company business. Additionally, all information on
company computer systems, including electronic mail, is the property of DCA.
Therefore, to ensure that computing resources are used in accordance with
expectations, management may inspect and disclose the contents of electronic
messages if such inspection and disclosure is made for legitimate business
purposes or as necessary to protect the rights and property of DCA.
The company is careful to ensure that all employees, patients, suppliers, and
the public in general, are treated with dignity and respect. Use of
computing resources to offend or harass others is prohibited. Anyone
affiliated with the company who uses the Internet to access sites that
contain offensive materials related to sex, race, or other protected
categories, or who otherwise violate these prohibitions, will be subject to
discharge.
Discipline/Enforcement
DCA will not tolerate conduct that has the potential to impair our status as
a provider of quality, reliable and honest services. When misconduct is
identified and substantiated, DCA will take necessary and appropriate
corrective and remedial action. Failure to comply with our compliance
standards, policies and procedures, our Code of Ethics and Business Conduct,
or federal or state laws will subject the employee to corrective action in
accordance with the Human Resources policies. In addition, employees who
engage in unlawful conduct may be subject to prosecution by federal, state or
local law enforcement agencies. Managers are accountable for their own
failure to comply and for the noncompliance of their reporting staff.
Managers will be evaluated on their effectiveness in communicating and
enforcing the standards of the Compliance Program and this Code. An employee
would be in violation of the Compliance Program or this Code whether their
involvement in misconduct was direct or indirect, by their action or failure
to act. Thus, an employee who assists another in violating the Compliance
Program or has knowledge of and fails to report a violation may be subject to
corrective action.
Personal Obligation to Report
We are committed to acting ethically and in compliance with all applicable
laws and regulations. This includes correcting wrongdoing wherever it may
occur within the organization. Every employee has an individual
responsibility for reporting any activity by any colleague, physician,
subcontractor or vendor that appears to violate applicable laws, rules,
regulations, DCA policies and procedures, or this Code. Employees may do so
by contacting their supervisor or the Compliance Officer.
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No Retaliation
There will be not be any retaliation or corrective action against any DCA
employee who reports in good faith a suspected violation. Anyone who
deliberately makes a false accusation with the purpose of harming or
retaliating against another employee will be subject to corrective action.
Employees may report incidences of suspected non-compliance anonymously.
Responsibilities
Our commitment to compliance permeates our entire organization. Numerous
individuals and groups are available to support you in meeting the
obligations set forth in this Code. Adherence to this Code is a condition of
employment or any affiliation with our company. Violations are serious
matters and will result in disciplinary action, including discharge.
This Code is not all encompassing. Questions or issues relating to the Code
or proper and ethical conduct in general should be addressed to our Audit
Committee, the current Chairman being Alex Bienenstock, at (516) 812-7727,
and/or our Counsel. Your calls may be made anonymously.
Compliance Officer
The DCA Board of Directors has assigned responsibility for oversight of the
Compliance Program to the Compliance Officer. The Compliance Officer will
report to the President. The Compliance Officer will be responsible for
planning, implementing, overseeing and monitoring this Compliance Program.
Management
In addition to their responsibilities as employees, DCA officers, supervisors
and managers will:
* Encourage employees under their supervision to read and understand
this Code and its requirements.
* Discuss with employees their affirmative duty to report actual or
suspected violations and the procedures and mechanisms available to
them for reporting these concerns.
* Maintain a workplace environment that prevents retaliation or
reprisals against an employee reporting actual or suspected Code
violations.
Officers, Directors and Employees
Each officer, director and employee must demonstrate a commitment to
compliance with the Code and with legal and regulatory requirements relevant
to their responsibilities and duties. Each officer, director and employee
will:
* Read, understand and abide by the Code.
* Seek advice from appropriate DCA sources if uncertain about the
meaning or application of the Code.
* Understand and comply with laws and regulations applicable to their
duties.
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* Follow DCA policies and procedures.
* Contribute to a workplace environment that is conducive to and
encourages compliance with the Code.
* Maintain sensitivity to alleged, actual or suspected illegal,
unethical, or improper conduct by a vendor, consultant or any other
person or organization with whom DCA has a relationship and report
such conduct to appropriate DCA personnel, the Audit Committee, the
Compliance Officer and Counsel.
Senior Financial Officers
DCA's principal executive officer and principal financial officer, or any
person performing similar functions, must engage in honest and ethical
conduct, including the ethical handling of apparent conflicts of interest
between personal and professional relationships. These officers must avoid
conflicts of interest, including disclosure to the Audit Committee of any
material transaction or relationship that reasonably could be expected to
give rise to such a conflict.
DCA requires full, fair, accurate, timely and understandable disclosure in
reports, documents, and any other public communications made by the company.
In addition, all DCA employees must maintain compliance with applicable
governmental laws, rules and regulations. All violations of the ethics
policy by a principal executive officer or principal financial officer, or
any person performing similar functions, should be reported to the Audit
Committee anonymously by calling 516-812-7727. Adherence to these standards
is a condition of employment with DCA. Violations are serious matters and
will result in disciplinary action.
WAIVERS OF THIS CODE
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While the policies contained in this Code must be strictly adhered to and no
exceptions are normally allowed, in limited circumstances exceptions may be
appropriate. Any employee or officer who believes that an exception to any
Code policies is appropriate in his or her case should first contact his or
her immediate supervisor. If the supervisor agrees that an exception is
appropriate, the approval of the Counsel must be obtained. Counsel shall be
responsible for maintaining a record of all requests for exceptions to any
policies of this Code and the disposition of such requests.
Any executive officer or director who seeks an exception to any of the Code
policies must contact Counsel. Any waiver of this Code for executive
officers or directors or any change to this Code that applies to executive
officers or directors may be made only by the Board of Directors of the
company and shall be disclosed as required by law, including, among other
regulations, Item 5.05 of Form 8-K, Current Report, entitled "amendments to
the registrant's code of ethics, or waivers of a provision of the code of
ethics."
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ACKNOWLEDGMENT
My signature on this form acknowledges that I have received and agree to read
the DCA Code of Ethics and Business Conduct.
I agree to comply fully with the standards in the Code of Ethics and Business
Conduct. I understand that compliance with these standards is a condition of
my employment with DCA. I also understand that DCA reserves the right to
revise the Code of Ethics and Business Conduct and its principles.
I also acknowledge that the Code of Ethics and Business Conduct does not, in
any way, constitute an employment contract or assurance of continued
employment or any other affiliation with the company.
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Name (Please Print) Title/Position
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Signature Date