Exhibit 99.2
QUADRAMED CORPORATION
CORPORATE COMPLIANCE PROGRAM
APPENDIX I: APPLICABLE LAW AND POLICIES
===============================================================================
QuadraMed's Compliance Program primarily seeks to prevent violations of state
and federal law governing QuadraMed's principal business activities. A
detailed discussion of all applicable laws is beyond the scope of the
Compliance Program. This Appendix, however, includes summaries of those laws
most relevant to QuadraMed's business.
Following each summary of law is a corresponding policy that directors,
officers, and employees should follow. Adherence to the promulgated policies
will reduce the risk of noncompliance with the law.
TABLE OF CONTENTS
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Appendix Introduction
Appendix Table of Contents
A. Medicare and Medicaid Fraud and Abuse A
o Summary of Law Governing Fraud and Abuse
o Policy for Preventing Healthcare Fraud and Abuse
B. Privacy B
o Summary of Privacy Law
o Privacy Policy
C. Antitrust C
o Summary of Antitrust Law
o Antitrust Policy
D. Employment D
o Summary of Employment Law
o Policy on Equal Opportunity
o Policy on Harassment in the Workplace
E. Securities Regulation E
o Summary of Securities Law
o Insider Trading Policy
F. Use of Corporate Funds F
o Summary of Law Governing Use of Corporate Funds
o Policy on Proper Use of Corporate Funds
G. Accounting and Revenue Recognition G
o Summary of Accounting Principles
o Proper Accounting and Revenue Recognition Policy
H. Records Retention H
o Records Retention Policy
I. Intellectual Property I
o Summary of Intellectual Property Law
o Intellectual Property Policy
J. False Advertising J
o Summary of False Advertising Law
o False Advertising Policy
K. Unfair Debt Collection K
o Summary of Law Governing Unfair Debt Collection
o General Unfair Debt Collection Policy
L. Search Warrant and Subpoena Protocol L
M. Injury and Illness Prevention Policy M
MEDICAID AND MEDICARE LAW
===============================================================================
In recent years, the federal government has expanded its focus on Medicaid and
Medicare fraud and abuse. The Federal False Claims Act constitutes the most
noted and commonly cited statutory protection against health care fraud and
abuse. The passage of the Health Insurance Portability and Accountability Act
in 1996, and of other federal and state laws has also increased federal, state,
and private enforcement efforts to control fraud and abuse within the health
care sector.
A. Federal False Claim Act
1. Prohibits anyone from knowingly:
o Presenting, or causing to be presented, a false or fraudulent claim for
payment from the government;
o Presenting a false record or statement to induce payment by the
government;
o Conspiring to defraud the government; or
o Using a false record or statement to conceal, avoid, or decrease an
obligation to pay money or property to the government.
2. Prohibited conduct includes, but is not limited to:
o Billing for services not rendered;
o Upcoding;
o Falsely certifying services as medically necessary; and
o Submitting a claim that is inconsistent with Medicare or Medicaid
requirements.
3. Enumerates mandatory civil penalties of $5,000 to $10,000 for each false
claim, plus treble damages.
B. Health Insurance Portability and Accountability Act (HIPAA)
1. Provides the government with enforcement tools that protect and recover
assets and deter fraudulent conduct, including programs:
o Coordinating state, federal and local investigation and enforcement of
healthcare fraud and abuse;
o Authorizing the Department of Health and Human Services (DHHS) to contract
with third parties to carry out fraud and abuse detection, cost report audits,
etc;
o Promoting the reporting of suspected fraud or abuse by permitting
beneficiaries to share in recovery; and
o Creating a national healthcare fraud and abuse database.
2. Expands enforcement tools against all payers by:
o Creating new criminal offenses relating to healthcare fraud, embezzlement,
false statements, obstruction of justice and money laundering; and
o Allowing prosecutors to enjoin a person or entity about to commit fraud
and obtain subpoenas without a grand jury.
C. Balanced Budget Act of 1997
1. Revised existing anti-fraud and abuse laws to protect integrity of Medicare,
including:
o Excluding individuals and entities entirely from participation in Medicare
and State health care programs if the individual or entity was convicted for
two or more excludable offenses and for at least ten years for one prior
conviction;
o Imposing civil money penalties against anyone contracting with an
individual or entity that the person knows or should know is excluded;
o Excluding expenses that are unrelated to patient care, including
entertainment (including tickets to sporting and other entertainment events),
gifts and donations, personal use of motor vehicles and education expenses for
dependents of providers of services, their employees or contractors; and
o Imposing sanctions on entities for failing to report adverse actions.
D. Fraud and False Statements Act
1. Prohibits anyone from knowingly and willfully:
o Covering up a material fact;
o Making any false, fictitious, falsifying, concealing, or fraudulent
statement or representation; or
o Submitting to the government any writing or document known to contain
false, fictitious or fraudulent statement.
E. False, Fictitious or Fraudulent Claims Act
1. Prohibits anyone from knowingly making or presenting a false, fictitious, or
fraudulent claim to a federal agency.
F. Mail Fraud Act
1. Prohibits anyone from using the U.S. Postal Service as a part of a scheme to
defraud the government or to obtain money by false or fraudulent pretenses.
G. Anti-Kickback Act
1. Prohibits the provision, attempt to provide, offer, solicitation, acceptance
or attempted acceptance of any kickback to a Government contractor for the
purpose of improperly obtaining or rewarding favorable treatment in connection
with government contracts or subcontracts, including cover payments made to a
Medicare participating provider by a supplier to induce the purchase of
products from that supplier.
H. Miscellaneous Medicare/Medicaid Laws
1. Federal Anti-Kickback Provisions, 42 U.S.C. Section 1320a-7bCb)
o Prohibit anyone from knowingly and willfully soliciting, receiving,
offering, or paying any remuneration directly or indirectly, in cash or in
kind, for Medicare and/or Medicaid referrals.
2. False Statements and Representations
o Prohibit anyone from knowingly or willfully making any false statement or
representation of a material fact in applying for benefits or payment under
Medicare or Medicaid; and
o Prohibit anyone from concealing or failing to disclose knowledge of an
event affecting an initial or continued right to any benefit or payment with
the intent to secure such benefit or payment fraudulently.
o Prohibit anyone from providing false or misleading information on coverage
that could reasonably be expected to influence a decision regarding when to
discharge a person from inpatient hospital services.
3. Exclusion of Certain Individuals and Entities from Participation in Medicare
and Medicaid
The following individuals and entities may not participate in Medicare and
Medicaid programs:
o Those with convictions for program-related crimes or patient care
violations;
o Those convicted under federal or state law of a criminal offense related
to fraud, theft, embezzlement, breach of fiduciary responsibility, or other
financial misconduct in connection with the delivery of health care or the
administration of a government operated or financed program;
o Those convicted of the unlawful manufacture, distribution, prescription or
dispensing of a controlled substance;
o Those who have had their license to provide health care revoked or
suspended or have surrendered a license while a formal disciplinary hearing was
pending;
o Those who commit an act in violation of the anti-kickback provisions; and
o Entities controlled by sanctioned individuals.
4. Limitations on Certain Physician Referrals Provisions ("Stark law")
o Physicians, or physicians' family members, with an ownership or
compensation relationship, cannot refer patients in need of designated health
services when payment may be made under Medicare or Medicaid to an entity with
which the physician has a financial relationship.
POLICY FOR PREVENTING HEALTHCARE ABUSE AND FRAUD
===============================================================================
A. General Policy on Preventing Healthcare Fraud and Abuse
1. QuadraMed offers various billing and coding services and products to clients
that perform a range of activities, including:
o Coding medical bills;
o Partial and complete business office outsourcing;
o Processing bills that a client has coded; and
o Other coding and billing maintenance.
2. QuadraMed shall ensure that its coding and billing services and products
comply with applicable federal, state, and local laws and regulations and
QuadraMed policy, including the Compliance Program.
3. QuadraMed shall promote accurate billing and submission of claims.
4. QuadraMed shall review billing, coding, claim processing and reimbursement
standards as necessary to ensure their compliance with applicable laws and
regulations and to confirm their proper administration.
B. Billing Policy
1. The Chief Compliance Officer and the Compliance Liaisons shall:
o Ensure that those services billed on a client's behalf comport with the
applicable billing and revenue codes found in the Health Care Financing
Administration Common Procedure Coding System, International Classification of
Disease, Current Procedural Terminology, and any other applicable codes;
o Review claims as necessary to ensure the accuracy of claims, particularly
billing codes and required supportive documentation.
2. In providing billing services for clients, employees shall not knowingly:
o Bill for services not rendered;
o Bill for services not documented;
o Bill multiple times for the same service; or
o Change and/or resequence diagnosis or procedure codes without prior
approval from a Compliance Liaison or the Chief Compliance Officer.
3. In providing billing services for clients, employees shall:
o Document those services being billed;
o Obtain required information for billing from the treating or ordering
physician;
o Record the time needed to complete the medical diagnosis or procedure
being billed;
o Identify the individual providing the service;
o Report any potential billing or reimbursement discrepancies to a
supervisor, a Compliance Liaison, or the Chief Compliance Officer; and
o Report any verbal or written billing instructions from clients that are
inconsistent with QuadraMed billing policy or with applicable laws and
regulations to a supervisor, a Compliance Liaison, or the Chief Compliance
Officer.
C. Billing Government Programs when Clinical Trials are Involved
Whenever QuadraMed performs billing services for a provider that conducts,
assists with, or facilitates clinical trials involving medical devices,
employees shall take the following steps in coding or billing governmental
programs for health care services relating thereto:
1. Prior to beginning the trial, QuadraMed shall encourage the provider to
obtain a written statement from the manufacturer of the medical device that
verifies whether the medical device falls within Category A or Category B as
designated by the Food and Drug Administration (FDA).
o If the medical device is a Category A device, QuadraMed shall not bill
federal programs for services involving the medical device.
o If the medical device is a Category B device, QuadraMed may bill the
federal programs for any health care services involving the medical device.
2. QuadraMed shall contact private payers to determine whether they will pay
for any healthcare services involving the medical device.
o QuadraMed shall not bill the private payers for any healthcare services
rendered by the provider prior to determining whether the device is eligible
for reimbursement.
D. Coding Policy
1. QuadraMed's coding practices shall comply with all applicable laws,
regulations, guidelines, and policies.
2. In coding for clients, employees shall not knowingly:
o Upcode;
o Misrepresent or mischaracterize codes to obtain inappropriate
reimbursement;
o Add diagnosis codes based solely on test results;
o Misrepresent a patient's clinical picture by adding diagnoses or
procedures unsupported by documentation; or
o Offer services for fees that are related to reimbursement (a.k.a.
"contingency fees").
3. Employees shall use good coding practices including, but not limited to:
o Adhering to official coding guidelines;
o Reviewing the entire medical record so as to assign and report the most
appropriate codes;
o Selecting codes that most accurately describe the service performed;
o Ensuring that the diagnosis reported by a physician is consistent with the
code used;
o Ensuring that procedural codes accurately reflect the services delivered
to the patient; and
o Ensuring that codes reported are appropriately documented.
4. Areas of the medical record that should contain acceptable physician
documentation include the discharge summary, history and physical records,
emergency room records, physician progress notes, physician orders, physician
consultations, operative reports, and physician notations of intraoperative
occurrences.
5. If a physician fails to list a diagnosis or procedure in the final
diagnostic statement, an employee should:
o Query the physician and obtain necessary documentation of the service
provided the patient prior to coding; and
o Document and retain the physician's signed, written response.
6. QuadraMed shall ensure the use of good coding practices by:
o Documenting all advice from fiscal intermediaries and carriers;
o Using and updating proper coding resources, including those listed in
Section D(7) below;
o Requiring and documenting regular education and certification of all
coding staff;
o Performing regular internal monitoring to ensure the competence of
consulting activities; and
o Reviewing software edits to QuadraMed coding products to determine
compliance and consistency with all applicable federal, state, local, and
private payer health care program requirements.
7. QuadraMed shall maintain copies of current coding resources, including:
o The National Correct Coding Policy Manual;
o The ICD-9-CM Coding Book;
o The Coding Clinic for ICD-9-CM;
o The AMA CPT Assistant;
o The HCFA Directives;
o Medicare Policy Bulletins;
o Carrier Bulletins;
o Fiscal intermediary communications; and
o Medical reference resources, including medical dictionaries, anatomy and
physiology textbooks, the Physician's Desk Reference, and the Merck Manual.
8. QuadraMed shall ensure that employees performing coding functions obtain the
proper credentials and fulfill the annual continuing education requirements
mandated by credential programs.
o Relevant credentials include, but are not limited to: Registered Nurse;
Registered Record Administrator (RRA); Accredited Record Technician (ART);
Certified Coding Specialist (CCS); and Certified Procedural Coder (CPC).
E. Maintaining Data System Integrity
1. QuadraMed relies on data systems and an electronic data interchange (EDI) to
perform billing and reimbursement functions for health care providers.
2. QuadraMed will take steps to protect the integrity of the data systems it
uses, including:
o Appropriately documenting the collection and processing of data;
o Backing-up data collected in connection with claim submissions and credit
balance reporting by means of diskette, restricted system, or tape;
o Restricting access to collected data to QuadraMed and the health care
provider;
o Taking appropriate measures to prevent unauthorized access to or
disclosure of electronic data; and
o Running computer virus scans on the hard-drives and diskettes used to
store electronic data of claim submissions and credit balance reporting.
F. Billing and Coding Contracts
1. In performing coding and billing services for clients, QuadraMed shall seek
acknowledgment from the client of the need for compliance safeguards.
o QuadraMed will disseminate its coding and billing policies to the client.
o QuadraMed will make the client's acknowledgment of the need for compliance
and the receipt of QuadraMed's compliance policies a part of the contract for
services.
2. All service and software contracts between QuadraMed and health care
entities will specify the compliance duties of each party.
o Compliance duties will comport with the standards of this Compliance
Program.
o Modification of contracts will require the prior approval of a Compliance
Liaison or the Chief Compliance Officer.
PRIVACY LAW
===============================================================================
Federal and state law protects the privacy of individuals and governs how
information about an individual may be gathered and used. Two of these
statutes are of particular importance to QuadraMed.
A. The Health Insurance Portability and Accountability Act (HIPAA)
HIPAA was driven by the need to contain medical costs, insure more Americans,
and enhance the quality of health care. Under the law, Congress was to
establish an electronic privacy standard for medical information by 1999. When
that did not occur, the Department of Health and Human Services (HHS) issued
regulations that went into effect April 14, 2001. These may, however, be
modified through guidelines at a later date. The HIPAA privacy compliance
deadline is April 2003.
The HIPAA privacy standards protect individually identifiable medical
information, including demographic information, payment records, and other
identifiable data. Protections apply to oral, written, audio-visual, and
electronic information. HIPAA requires hospitals, medical centers, health
plans, clearinghouses, and pharmacies to use and disseminate medical
information in a manner designed to preserve a patient's privacy.
B. The Code of Fair Information Practices (1973)
The Code regulates the use of information in general and contains five
universal principles that pertain to organizations' use of information systems.
1. Organizations may not maintain undisclosed personal data record-keeping
systems.
2. Individuals are entitled to know the content and use of records containing
their personal information.
3. Individuals are entitled to prevent personal information that was obtained
for one purpose from being used or made available for other purposes without
their consent.
4. Individuals are entitled to correct or amend a record of personally
identifiable information.
5. Any organization creating, maintaining, using, or disseminating records of
identifiable personal data must assure the reliability of the data for the
intended use and must take precautions to prevent misuse of the data.
PRIVACY POLICY
===============================================================================
QuadraMed is committed to ensuring and protecting the confidentiality of health
information entrusted to us. Our clients depend on us to use and safeguard
such information appropriately, and our agreements with our clients (as well as
state and federal laws) may limit how we use and disclose such information.
For these reasons, QuadraMed has promulgated policies regulating how employees
should use and disclose health information:
A. Guidelines for Protecting the Privacy of Health Information
QuadraMed employees should exercise the highest degree of care in endeavoring
to protect health information both in QuadraMed's offices and while on-site at
a client. While not an exhaustive list, the following are important guidelines
that all QuadraMed employees must follow when handling any health information.
1. Employees should take appropriate safeguards to avoid inadvertent disclosure
of health information, including:
o Logging-off or otherwise securing computers with access to health
information prior to leaving a workstation;
o Shredding paper documents that contain health information prior to
disposal;
o Refraining from talking about health information in areas where
conversations can be overheard by others, such as elevators, hallways, public
transportation, etc. (this includes discussions at client sites);
o Conducting telephone conversations where health information is discussed
in an area where others cannot overhear the conversation;
o Seeking approval of an appropriate supervisor prior to removing documents
(whether in electronic or paper format) that contain health information from
QuadraMed's offices;
o Seeking approval from the appropriate client representative prior to
removing documents (in electronic or paper format) from a client's work site;
o Using a secure link to transmit health information via electronic mail.
Health information must never be transmitted by e-mail unless it is by a secure
link;
o Not leaving documents containing health information in public work areas,
such as by photocopiers and fax machines; and
o Storing paper documents containing health information in a secure area.
2. Employees should not disclose health information to unauthorized persons.
o Health information shall be accessible only to QuadraMed employees
requiring access to such information in performing their job.
o Health information shall be accessible only to employees of outside
vendors requiring access to such information in performing their job.
o Employees should contact their supervisor if they are unsure whether a
particular person is authorized to have access to certain information.
3. Employees should only use and disclose health information for legitimate
QuadraMed business purposes.
o Employees shall never access or use health information for personal
reasons or other reasons unrelated to work.
4. Health information received from QuadraMed's clients should only be used and
disclosed as directed by the client.
5. Employees shall consult with inside counsel prior to entering a business
arrangement involving the receipt or disclosure of health information.
o The QuadraMed legal department must review and approve any business
arrangement involving the receipt or disclosure of health information.
o Employees shall not enter into such arrangements without the appropriate
legal review and documentation.
6. Employees shall refer subpoenas or other legal processes requesting health
information to the Chief Compliance Officer or inside counsel in accordance
with QuadraMed's policy governing search warrants and subpoenas.
7. Employees shall report all suspected breaches of this privacy policy, the
privacy provisions of any agreement with a QuadraMed client, or any applicable
laws to one or more of the following:
o The Chief Compliance Officer;
o Any Compliance Committee member;
o The Compliance Liaison for their business division; or
o The Compliance Hotline.
ANTITRUST LAW
===============================================================================
Numerous antitrust laws promote competition in an effort to afford all
organizations an opportunity to compete on the basis of price, quality, and
service. These statutes seek to prevent monopolies and other anti-competitive
behavior. The following is not an exhaustive list of all antitrust laws but an
overview of the regulatory environment and current governmental initiatives
that most concern QuadraMed.
A. Sherman Act
The Sherman Act, adopted in 1890, is designed to preclude the formation of
monopolies. The Sherman Act prohibits agreements or understandings between two
or more persons or companies to restrain trade in any product or service. The
Sherman Act also prohibits any company, acting alone or with another, from
illegally monopolizing or attempting to gain a monopoly over a particular
product or service.
A company violates the Sherman Act when it restrains trade or forms a monopoly.
Some trade restraints are so inherently unreasonable that their mere existence
suffices to prove their illegal nature. These "per-se" violations include
division of markets, price fixing, and tying arrangements in which the seller
conditions sale or lease of a desired product to the sale or lease of a
separate product. Less restrictive practices are illegal when the potential
negative impact on competitive markets outweighs any benefits conferred by the
agreement. To prove monopolization, prosecuting authorities must prove that
the corporation possesses too large a share of the market, uses its power for
exclusionary or anti-competitive purposes, and a resulting injury.
B. Clayton Act
The Clayton Act embodies the same philosophy as the Sherman Act but gives the
U.S. Department of Justice and the Federal Trade Commission the ability to
enforce antitrust laws both on a prospective and retrospective basis.
The Clayton Act prohibits stock or asset acquisitions that may substantially
lessen competition in any relevant market. The Clayton Act also prohibits
arrangements that may lessen competition, such as certain interlocking
directorships between competing corporations; exclusive dealing arrangements
where the seller conditions the sale or lease of goods upon the buyer's refusal
to deal in the goods of a competing seller; and tying arrangements in which the
seller conditions sale or lease of a desired product to the sale or lease of a
separate product. A buyer may violate the Clayton Act by knowingly inducing or
receiving a discriminatory price that is not offered to other buyers.
C. Robinson-Patman Act
The Robinson-Patman Act protects smaller retailers in competing with larger
retailers in the supply/distribution market. Sellers shall not discriminate in
the price of a product between two competing customers; sell or contract to
sell goods at a lower price with the intention of destroying competition; favor
one competing customer over another in the granting of promotional services,
facilities, or allowances; or make payments of brokerage fees or commissions to
a buyer or buyer's agent. The Act also prohibits buyers from knowingly
receiving illegally discriminatory prices.
D. Federal Trade Commission Act
The Federal Trade Commission Act (FTCA) prohibits unfair methods of competition
and unfair or deceptive acts or practices. This Act applies broadly and is not
focused exclusively on antitrust enforcement, market competition, or merger
activity. The FTCA allows the Federal Trade Commission to enjoin potentially
anti-competitive conduct before it ripens into a violation of other antitrust
laws. The FTCA precludes standard antitrust offenses such as horizontal and
vertical price-fixing, anti-competitive group boycotts, exclusive dealings,
monopolization, attempted monopolization, and conspiracies to monopolize.
E. Hart-Scott-Rodino Act
The Hart-Scott-Rodino Act requires the filing of notification forms prior to
the acquisition of specific levels of assets or voting securities. The Act
requires certain information be provided to the U.S. Department of Justice and
the Federal Trade Commission and a waiting period in which the government may
assess the impact of the planned transaction on market concentration and take
any necessary remedial actions, including preventing the transaction.
ANTITRUST POLICY
===============================================================================
QuadraMed is committed to dealing fairly and honestly with competitors,
customers, suppliers, and the public. Compliance with U.S. antitrust and fair
competition laws is the responsibility of all employees.
ILLEGAL ACTIVITIES
U.S. antitrust and fair competition laws prohibit activities that give one or
more companies such an unfair advantage in the market that they are able to
reduce or eliminate competition. QuadraMed prohibits the following activities
as they are viewed as inevitably reducing competition.
A. Price Fixing
1. QuadraMed prohibits any type of joint activity with other companies that
directly or indirectly influences the price of products or services sold,
including:
o Agreements to use a common formula or method of calculation to determine
prices;
o Agreements to use a common asking price or starting figure in negotiations
with purchasers;
o Bid rigging, including agreements to rotate jobs among potential bidders
or to submit complementary bids;
o Agreements to limit production and output thereby raising prices;
o Agreements to establish uniform discounts or to eliminate discounts;
o Agreements to establish standard credit, warranty, or return policies;
o Agreements to fix or limit salaries or other compensation to employees;
o Agreements on the timing or announcement of price changes; and
o Agreements to follow a competitor's prices.
2. Employees must obtain approval of the Chief Compliance Officer or a
Compliance Liaison prior to discussing with competitors:
o Prices;
o Credit terms;
o Cost information;
o Upcoming bids;
o Sales territories; or
o Any other information related to the pricing or marketing of competitive
products or services.
B. Monopolization
1. QuadraMed prohibits competitive actions that monopolize or attempt to
monopolize the market for any product or service through unfair, exclusionary,
or predatory methods.
2. QuadraMed directors, officers, and employees shall avoid illegal competitive
actions, including:
o Pricing below cost to drive competitors out of business;
o Lowering prices only in a specific geographic area in order to harm local
competition;
o Attempting to enforce a clearly invalid patent;
o Buying up previously independent suppliers or distributors; and
o Abusively using litigation or the regulatory process to increase costs to
rivals.
3. QuadraMed directors, officers, and employees shall avoid language suggesting
that QuadraMed dominates a particular market when in fact it does not.
Where QuadraMed enjoys a large share of the market, business decisions will
require more care and consulting with the Chief Compliance Officer.
C. Illegal Resale Price Maintenance
1. QuadraMed prohibits agreements with resellers that agree on the minimum
price the reseller will charge for QuadraMed's products and services.
D. Market Division and Customer Allocation
1. QuadraMed shall not enter into agreements with competitors to:
o Allocate customers or potential customers, whether the allocation is by
territory, by specific customers, or customer classification;
o Sell particular product lines exclusively or primarily; or
o To avoid product innovation.
E. Group Boycotts and Collective Refusals to Deal
1. QuadraMed shall not enter into conspiracies with competitors to boycott or
threaten to refuse to do business with another competitor, customer, or
supplier in an effort to reduce competition, including:
o Agreements not to sell to price-cutting distributors;
o Joint boycotts of a particular supplier until the supplier reduces prices;
and
o Agreements not to sell to a customer unless the customer stops buying from
other competitors.
F. Tying Arrangements
1. QuadraMed shall not force customers to buy or lease a product by threatening
to withhold the sale or lease of another product.
G. Kickbacks
1. QuadraMed shall not pay customers or their employees or agents a brokerage
fee or commission on purchases by the customer.
H. Discrimination in Promotional Allowances or Services
1. QuadraMed shall make promotional allowances, facilities, and services
furnished to customers in connection with the sale of a product available to
competing customers on equal terms.
2. QuadraMed shall inform all competing customers of the availability of the
foregoing.
I. Unfair Methods of Competition and Deceptive Practices
1. QuadraMed expects all directors, officers, and employees to deal honestly
with competitors, customers, suppliers, and the public.
2. Directors, officers, and employees shall not use deceptive or unfair
business practices, including:
o Bribery, which includes payments to customers in order to induce
purchases;
o Threats, coercion, intimidation, or scare tactics directed against
customers, competitors, suppliers, or the public; and
o Offers of special benefits to providers who agree to exclude competing
product lines.
ACTIVITIES REQUIRING ADVANCE CLEARANCE
An employee should always seek approval of the Chief Compliance Officer or a
Compliance Liaison prior to engaging in any discussion or activity that raises
antitrust concerns. U.S. antitrust law recognizes that not all discussions and
agreements with competitors are illegal and permits certain activities under
certain circumstances. QuadraMed, therefore, permits certain activities
provided that prior clearance is obtained from the Chief Compliance Officer or
a Compliance Liaison.
If prior approval is granted, QuadraMed permits the following relations with
competitors and customers:
A. Trade Association Activities
1. QuadraMed allows participation in trade associations, provided that:
o Participants do not discuss prices, costs, output plans, or other terms
and conditions of sale or marketing with their competitors; and
o Participants do not establish product standards that exclude or
disadvantage certain competitors.
B. Joint Bidding Agreements
1. QuadraMed permits joint bidding with a competing company or joining with a
competitor to perform a single project, but approval may be denied where the
joint bidders could perform the contract or project alone.
C. Mergers and Joint Ventures
1. Certain circumstances may prohibit QuadraMed from undertaking a merger or
acquisition, including:
o Where the merger or acquisition would impermissibly reduce competition or
otherwise harm consumer interests; or
o Where QuadraMed would acquire too large a market share or obtain other
unfair competitive advantages.
EMPLOYMENT LAW
===============================================================================
Numerous federal and state laws govern the relationship between employer and
employee. Of significant importance are laws requiring employers to provide
equal opportunities to their employees and prohibiting the discrimination
harassment of employees by employers or other employees. The following
summarizes the main federal laws applicable to QuadraMed.
A. Title VII of the Civil Rights Act of 1964 (42 U.S.C. Section 2000e et
seq.)
Title VII prohibits employers from discriminating against applicants and
employees on the basis of race or color, religion, sex, pregnancy, childbirth
and national origin, including membership in a Native American tribe. This
prohibition against discrimination extends to employer practices that seem
neutral but have a disproportionate impact on a protected group of people. An
employer must have a valid reason for using such practices.
Title VII also prohibits employers from retaliating against applicants or
employees who assert their rights under the law. This prohibition against
retaliation applies to all terms, conditions and privileges of employment,
including: hiring, firing, compensation, benefits, job assignments, shift
assignments, promotions and discipline. For example, an employer cannot fire
someone for complaining about race discrimination.
Title VII also protects employees from harassment because of their race or
color, religion, sex, pregnancy, childbirth or national origin, including
membership in a Native American tribe.
Examples of prohibited sexual harassment include direct requests for sexual
favors and workplace conditions that create a hostile environment for persons
of either gender, including same sex harassment.
B. The Immigration Reform and Control Act of 1986 (8 U.S.C. Section 1324)
The Immigration Reform and Control Act of 1986 (IRCA) prohibits discrimination
against an individual because of birthplace, ancestry, culture, or linguistic
characteristics common to a specific ethnic group.
IRCA requires employers to ensure that employees are legally authorized to work
in the United States. Employers must obtain verification from all applicants
and employees. An employer, who requests employment verification only for
individuals of a particular national origin, or individuals who appear to be or
sound foreign, may violate both Title VII and IRCA.
C. Age Discrimination in Employment Act (29 U.S.C. Subsection 621-634)
The Age Discrimination in Employment Act prohibits discrimination against
employees who are age 40 or older. It also specifically prohibits: statements
or specifications in job notices or advertisements of age preference and
limitations; discrimination on the basis of age by apprenticeship programs,
including joint labor-management apprenticeship programs; and denial of
benefits to older employees.
D. Equal Pay Act (29 U.S.C. Section 206(d))
The Equal Pay Act (EPA) prohibits discrimination on the basis of sex in the
payment of wages or benefits, where men and women perform work of similar
skill, effort, and responsibility for the same employer under similar
circumstances.
The EPA also prevents employers from reducing the wages of either sex to
equalize pay between men and women. A violation of the EPA may occur where a
different wage was/or/is paid to a person employed in the same job before or
after an employee of the opposite sex. A violation may also occur where a
labor union causes the employer to violate the law.
An employer may pay men and women different salaries for equal work if the
difference is based on a seniority, merit or incentive system, or if the
difference is based on factors other than gender.
E. Americans with Disabilities Act (42 U.S.C. Section 12101-12213)
The Americans with Disabilities Act (ADA) prohibits discrimination on the basis
of disability in all employment practices. The ADA also prohibits employers
from discriminating against an individual because that person is related to or
associates with a disabled individual.
The ADA only protects "qualified individuals with disabilities." An individual
is disabled within the meaning of the ADA if the person has a physical or
mental impairment that substantially limits one or more major life activities,
has a record of such impairment, or is regarded as having such impairment. A
qualified individual with a disability means the employee must satisfy skill,
experience, education, and other job-related requirements of the position held
or desired, and must be able to perform the essential functions of that
position with or without reasonable accommodation.
If the employee is a qualified individual with a disability, then the employer
must reasonably accommodate the employee unless doing so would impose an undue
hardship on the operation of the employer's business.
POLICY ON EQUAL OPPORTUNITY
===============================================================================
QuadraMed seeks to ensure that all employees are treated in accordance with its
mission and values and to ensure compliance with federal, state, and local law
concerning employment issues.
A. General Policy
1. QuadraMed shall provide equal employment opportunity for all applicants and
employees irrespective of race, color, citizenship, religion, ancestry,
national origin, age, sex, gender, medical condition related to pregnancy or
childbirth, marital status, sexual orientation, physical or mental disability,
or veteran status in all of its employment practices, including hiring,
recruitment, promotion, training and compensation.
2. QuadraMed shall make reasonable accommodations, when appropriate and when
notified of disabilities, to enable otherwise qualified individuals to become
or remain employed.
B. Standards and Procedures
1. Department heads, managers and supervisors have primary responsibility for
ensuring that employment decisions and the work environment are in compliance
with this policy.
o QuadraMed will evaluate managers and supervisors, in part, on the basis of
their efforts and result in the area of equal employment opportunity.
2. As with other types of employee complaints, employees should normally bring
any complaints under the policy to their supervisor.
o An employee, however, may elect to take complaints under this policy to
the Human Resources management staff or the Chief Compliance Officer.
3. Upon request, QuadraMed shall provide an employee reasonable accommodations
so that the employee may successfully perform the essential duties of the job.
4. Every effort will be made to treat complaints promptly, impartially, and
confidentially with a view to arriving at fair resolutions.
POLICY ON HARASSMENT IN THE WORKPLACE
===============================================================================
QuadraMed supports the right to work in an environment free from unlawful
discrimination and all forms of harassment, including sexual harassment. It is
QuadraMed's policy that no member of its community, whether supervisory or non-
supervisory, may harass another. This policy also applies to clients, vendors,
out-sourced personnel, and others who visit QuadraMed's offices.
A. Harassment in General
1. Harassment includes both overt acts of oral, written or physical abuse, or
more subtle but equally damaging forms of offensive conduct, including the use
of epithets, slurs, or negative stereotyping such as name-calling, racial
insults, other verbal abuse, or the display or circulation of hostile or
denigrating graphic or written material.
2. Harassment other than sexual harassment is verbal or physical conduct that
shows hostility or aversion toward an individual because of his or her
protected status, or that of his or her relatives, friends, or associates, and
that:
o Creates an intimidating, hostile, or offensive working environment;
o Unreasonably interferes with an individual's work performance; or
o Otherwise adversely affects an individual's employment opportunities.
B. Sexual Harassment
1. Sexual harassment includes unwelcome sexual advances, requests for sexual
favors, and other verbal or physical conduct of a sexual nature when:
o Submission to such conduct is made either explicitly or implicitly a term
or condition of an individual's employment;
o Submission to or rejection of such conduct by an individual is used as the
basis for employment decisions; or
o Such conduct unreasonably interferes with an individual's work performance
or creates an intimidating, hostile, or offensive working environment.
2. Sexual harassment may include a range of subtle and not so subtle behaviors.
Depending on the circumstances, these behaviors may include:
o Unwanted sexual advances;
o Subtle or overt pressure for sexual favors;
o Sexual jokes, flirtations or innuendoes, advances or propositions;
o Verbal abuse of a sexual nature;
o Graphic commentary about an individual's body, sexual prowess or sexual
deficiencies;
o Leering, whistling, touching, pinching, assault, coerced sexual acts, or
suggestive, insulting, or obscene comments or gestures; and
o Display in the workplace of sexually suggestive objects or pictures.
Sexual harassment can be committed by a male or female and can include
harassment between individuals of the same sex.
C. Reporting an Incident of Unlawful Harassment
1. QuadraMed encourages prompt reporting of all perceived incidents of unlawful
harassment, regardless of who the offender may be.
2. QuadraMed encourages individuals who believe they are being harassed or who
have witnessed harassment to promptly advise the offender that his or her
behavior is unwelcome. QuadraMed recognizes, however, that it is not always
possible for an individual to talk directly to an offender if he or she is
uncomfortable.
3. Individuals who believe they have been subjected to unlawful harassment may
discuss their concerns or any questions with their manager or Human Resources
representative.
4. All complaints of harassment will be taken seriously and investigated.
QuadraMed will seek to handle all complaints as confidentially as possible.
5. Where an investigation confirms an allegation of unlawful harassment,
appropriate disciplinary action will be taken.
6. QuadraMed will not tolerate any retaliatory actions against an individual
for reporting or assisting in the provision of information relevant to a report
or claim of harassment.
SECURITIES LAW
===============================================================================
The Securities Exchange Commission investigates and litigates a significant
number of insider trading cases each year pursuant to Section 10(b) of the
Securities Exchange Act of 1934 (the "Exchange Act") and Rule l0b-5 of the
Exchange Act. These provisions constitute the Exchange Act's general "catch-
all" antifraud provisions and are the primary provisions the SEC uses in
combating insider trading.
Insider trading occurs when a person who possesses material non-public
information trades securities or communicates such information to others to use
in trading. Individuals who trade or "tip" information violate the law if they
have a fiduciary duty or other relationship of trust and confidence not to use
the information. The most common examples of insider trading involve corporate
officers and directors who owe a duty to the company to either not trade their
company's securities or to not disclose any material non-public information
they possess. A person who receives information through a confidential
relationship also violates the law by using, or misappropriating, the
information to trade securities. A broad range of persons involved in the
securities markets can violate insider trading prohibitions by misappropriating
information, including investment bankers, arbitrageurs, attorneys, law firm
employees, accountants, bank officers, brokers, and financial reporters.
Section 14(e) specifically prohibits insider trading in connection with certain
corporate takeovers.
The SEC can punish violators in several ways. The SEC can seek a court order
requiring violators to disgorge their trading profits or sell the securities.
The SEC can also penalize offenders up to three times the trading profit.
Under the Insider Trading and Securities Fraud Enforcement Act of 1988, the SEC
may also impose liability on corporations, brokerage firms, or other
controlling persons responsible for supervising the offender. Liability is
imposed where the controlling person knew or recklessly disregarded the
likelihood that the offender would engage in insider trading and failed to take
preventative measures.
INSIDER TRADING POLICY
===============================================================================
The following explains the requirements and procedures that directors,
officers, and employees shall follow when trading in QuadraMed securities and
when responding to questions about and requests for confidential information
concerning QuadraMed.
A. General Policy
1. No QuadraMed employee, officer, or director shall:
o Buy or sell QuadraMed securities or the securities of other companies with
which QuadraMed does business, including customers and suppliers, while in
possession of inside information as defined in section B(1) below;
o Tip inside information to outsiders for the purpose of trading in
QuadraMed securities or the securities of another company with which QuadraMed
does business; or
o Answer questions or provide inside information about QuadraMed and its
affairs to outsiders without prior authorization.
2. No exceptions exist to this policy.
B. Specific Procedures for Employees
1. For purposes of this policy, inside information includes:
o Information about QuadraMed and its business plans prior to public
disclosure; and
o Information received about any company with which QuadraMed does business
that it is not yet in general circulation.
2. An employee must not:
o Disclose inside information to any client or to any other employee;
o Act upon such information; or
o Use inside information to solicit transactions for a client or personal
account.
3. An employee may not trade on inside information if the only public
disclosure is rumor and speculation.
4. Employees shall not tip inside information to an outsider so that the
outsider may trade on the information.
o Outsiders include non-QuadraMed employees, officers, and directors, as
well as friends, business associates, spouses, or family members.
o Employees are held responsible for trading by their immediate family and
others living in their household.
5. Employees must use common sense in protecting inside information and
avoiding inadvertent communication of inside information. For example
employees should not:
o Discuss new developments in public places such as elevators, hallways,
restaurants, airplanes, taxicabs, or any other place where a conversation might
be overheard;
o Gossip;
o Read documents with inside information in public places;
o Discard inside information where others can retrieve it;
o Expose documents with inside information in public places; or
o Copy documents with inside information for personal use unless a
supervisor expressly consents.
6. Employees shall not answer questions from news media reporters, securities
analysts, or stock-holders about QuadraMed business, policies, or practices,
either directly or through another person, but shall refer such inquiries to
the Chief Financial Officer or the Chief Compliance Officer.
7. Employees who believe they have obtained material non-public information,
regardless of the source, should contact a supervisor.
o Employees should abstain from disclosing such information until after
receiving notification of its disclosure or permission to use the information.
C. Trading in QuadraMed Securities by Employees
QuadraMed encourages its employees to invest in QuadraMed. Restrictions exist,
however, regarding the timing of trading in QuadraMed securities.
1. The most appropriate period to buy or sell QuadraMed securities is that
beginning on the third (3rd) business day and ending on the twelfth (12th)
business day following the release of quarterly or annual financial results
(so-called "Window Period").
o Even during window periods employees may not trade if they possess
material non-public information.
o Absent inside information, an employee may trade at times other than
window periods.
2. Sufficient time must pass after public disclosure before insiders may trade
in QuadraMed's securities.
o Insiders should wait at least the third (3rd) business days after inside
information is publicly disclosed before trading in QuadraMed's securities.
D. Pre-Clearance Trading by Directors, Officers, and Certain Other Employees
1. The Executive Vice President and Corporate Secretary must pre-clear all
transactions in QuadraMed securities (acquisitions, dispositions, transfers,
etc.) by directors, officers, employees reporting directly to officers, and
other employees who may have access to inside information.
o Individuals must contact the Chief Financial Officer or the Executive Vice
President in advance of trading.
o Individuals who may possess inside information shall not disclose that
information without discussing the same with the Executive Vice President or
the Chief Financial Officer.
E. Liability of Supervisory Personnel for Trading by Subordinates
1. Supervisors shall take appropriate action to prevent persons directly and
indirectly under their control from trading in securities on the basis of
insider information.
2. Individuals who discover the inadvertent disclosure of inside information
should report the discovery to the Chief Compliance Officer, any Compliance
Committee member or any Compliance Liaison, or through the Compliance Hotline.
LAW GOVERNING THE USE OF CORPORATE FUNDS
===============================================================================
Federal and state law governs the ability of directors and officers to use
corporate funds to make donations and political contributions.
A. Donations
Each state has a statute giving specific authority to corporations to make
gifts for charitable, scientific, or educational purposes. These statutes
model either (1) the 1969 Model Business Corporation Act, which provides that a
corporation shall have power to make donations for the public welfare or for
charitable, scientific, or educational purposes, and in time of war to make
donations in aid of war activities, or (2) the similar 1984 Model Business
Corporation Act which states that a corporation has the power to transact any
lawful business that will aid governmental policy.
Under both Acts, the Board of Directors must use good judgment in making
donations. Donations should be reasonable in light of the corporation's
financial condition and bear some reasonable relation to the corporation's
interest.
B. Political Contributions
The donation of corporate funds for political purposes is beyond the power of
an ordinary business corporation, unless the corporate charter or a statute
permits it. While some states have express statutory prohibitions against
political contributions, other states allow political contributions by a
corporation if the corporation will receive a reasonably direct benefit that
warrants the use of corporate funds.
Under the Federal Election Campaign Act ("FECA"), corporations are prohibited
from making any contribution or expenditure in connection with any election to
any political office. The statute, however, does not prohibit the
establishment, administration, and solicitation of contributions to a separate,
segregated political fund.
Partisan and nonpartisan communication to shareholders and to executive and
administrative personnel and their families are permitted under FECA. The Act
also allows nonpartisan political educational programs including registration
and get-out-the-vote campaigns aimed at shareholders, executive and
administrative personnel, and their families.
QuadraMed officers, directors, employees, contract workers and agents shall
proceed according to the following guidelines regarding the use of corporate
funds.
POLICY FOR PROPER USE OF CORPORATE FUNDS
===============================================================================
A. General Policy
1. Corporate funds shall not be used to make undisclosed payments or loans to
improperly influence any supplier, customer or government official. This
prohibition applies to both direct and indirect payments.
2. No employee shall make a payment on behalf of QuadraMed with the intention
of using the payment for a purpose other than that described by the documents
supporting the payment.
3. QuadraMed directors, officers, and employees shall make donations and
political contributions according to QuadraMed policy and the laws governing
such expenditures.
B. Sensitive Payments, Entertainment, Gifts and Facilitating Payments
1. QuadraMed prohibits payments or offers of cash or anything of more than
nominal economic value:
o Directly or through any intermediary to or for the direct or indirect
benefit of a director, officer or employee of government or non-government
customers to obtain business for QuadraMed;
o To a government official or employee to obtain concessions or favorable
rulings for QuadraMed; or
o For any other improper purpose.
2. This prohibition includes the provision of entertainment and gifts
o Employees may, however, expend customary and reasonable amounts on
entertainment and nominal amounts on gifts.
3. Notwithstanding the foregoing, in foreign countries where such practices are
customary, and lawful nominal payments may be made to government officials or
employees where necessary to facilitate ordinary governmental action to which
QuadraMed would otherwise be entitled, such as routine customs clearances,
visas and routine permits or services.
C. Fees and Commissions to Agents and Consultants
1. QuadraMed prohibits the payment of secret commissions or other compensation
to employees of customers or to their family members or associates.
o In those situations where QuadraMed products and services are sold through
distributors or agents, fees paid will be at competitive rates and commensurate
with services performed.
D. Political Contributions
1. Except where permitted by law and approved by the Board, no U.S. political
contributions shall be made on behalf of QuadraMed.
o This prohibition covers direct contributions and indirect support of
candidates or political parties, including:
a. Purchasing tickets for special dinners or other fund-raising events;
b. Loaning employees to political parties or committees or furnishing of
transportation; and
c. Providing special duplicating services.
2. In foreign countries where corporate political contributions are legal and
accepted as part of a company's role as a participant in the political process,
such contributions may be made on behalf of QuadraMed.
3. QuadraMed requires compliance with accepted accounting rules and controls.
Company records must accurately reflect and properly describe political
transactions.
o Political contributions shall be recorded on the books of the company
making the contribution and shall be taken as tax deductions only to the extent
permitted by the laws of the country concerned.
4. These prohibitions and limitations relate only to the use of corporate funds
and in no way are intended to discourage employees from making personal
contributions to candidates or political parties of their choice.
5. QuadraMed affirms its right and duty to participate in the political process
by supporting non-partisan registration and political education activities,
expressing the company's views in legislative forums, and communicating on
public issues with employees, stockholders and their families, customers, and
the general public.
ACCOUNTING PRINCIPLES
===============================================================================
Most jurisdictions require corporations to maintain current and complete books
and records. Corporations should use accounting methods and procedures that
conform to U.S. Generally Accepted Accounting Principles ("GAAP") in preparing
financial statements, determining cash flow, receiving property, expending
money, balancing books, and in connection with revenue recognition. Different
accounting methods or procedures may, however, be used in connection with
matters under specific jurisdiction, particularly for tax purposes and in
connection with securities regulation.
Corporations must use internal controls with respect to business activities.
Transactions should be executed in accordance with management's general or
specific authorizations and recorded to maintain accountability for assets.
Financial statements should be prepared according to sound accounting
principles. Access to assets should be limited in accordance with management's
general or specific authorization.
PROPER ACCOUNTING AND REVENUE RECOGNITION POLICY
===============================================================================
QuadraMed must properly account for all transactions and report and recognize
all revenue created by its business units according to Generally Accepted
Accounting Principles ("GAAP"). The following are the requirements and
procedures that directors, officers, and employees shall follow when accounting
for transactions and recognizing and creating revenue for the corporation.
A. Proper Accounting for All Transactions
1. All employees have the responsibility to assure that internal controls are
followed with respect to all business activities. Specifically, each employee
should assure that each transaction:
o Accords with management's general or specific authorizations;
o Is recorded as necessary to permit preparation of financial statements in
conformity with GAAP and to maintain accountability for assets; and
o Limits access to assets to management's specifications.
2. No funds or other assets shall be placed or maintained in any account not
properly reflected on the books and records of QuadraMed.
B. Revenue Recognition Policy
1. Employees shall not use letters of intent from the customer or any deposits
from the customer as the basis for revenue recognition.
2. Sales representatives shall not provide any additional warranties or
guarantees that are not already in the standard contract.
3. Sales representatives shall use standard license contracts and make changes
to the standard license contract only with prior approval.
C. Revenue Recognition Procedures
1. Sales representatives must send all contract drafts to the Corporate
Contracts Department for approval.
2. Sales representatives must ensure that all license contracts are signed by
an individual authorized by the Corporate Contracts Department and dated within
the quarter that revenue is expected to be recognized.
3. Sales representatives must ensure the delivery or installation of a product
prior to recognizing the revenue for that specific product with Product
Management.
o The Revenue/Receivables Manager shall collect documentation of shipping.
4. Employees must ensure that all vendor fees are fixed or determinable. Sales
representatives must use specific payment terms with respect to customer
payments prior to revenue recognition.
5. Employees must ensure that collection of revenue is, at the very least,
probable.
6. All original contracts must be sent from the customer to the Corporate
Contracts Department.
RECORDS RETENTION POLICY
===============================================================================
During the course of its business, QuadraMed generates and receives a
substantial volume of documents in both electronic and paper form. Statutes and
regulations require QuadraMed to maintain certain documents for given time
periods of time. This policy outlines the procedures for establishing records
retention periods, for retaining records in active or inactive storage, and for
disposing of records at the conclusion of the retention periods.
A. General Policy
This record retention policy seeks to:
1. Ensure that records are retained for appropriate periods of time;
2. Provide that retained records are stored methodically and economically;
3. Provide that records which are no longer useful are destroyed; and
B. Specific Procedures
This policy establishes procedures for the systematic review, retention and/or
destruction of client records. Specifically, QuadraMed shall:
1. Maintain all records for the minimum period required by applicable state or
federal law or regulation or by contract;
o Provide that contractual requirements will ultimately control the record
retention period;
2. Store confidential records securely and destroy such records in a manner
that ensures confidentiality, such as shredding, mutilation or incineration;
3. Retain records that may substantively affect the obligations of QuadraMed
for a reasonable period;
4. Destroy records regularly and methodically pursuant to a standard policy;
5. Conduct periodic file reviews and destroy unnecessary duplicate and multiple
copies of documents; and
6. Maintain safeguards to ensure that the destruction of relevant records is
halted immediately upon receipt of notice of investigation or legal process.
C. Labeling and Marking Procedures
QuadraMed shall ensure that:
1. Retained records are labeled and marked with a disposal date beyond the
period established for retention; and
2. Storage containers are labeled in sufficient detail to provide prompt and
accurate identification.
D. Documentation
1. A log system may be appropriate to document:
o The date records are transferred to storage;
o The identification, control and maintenance of records in storage;
o The retrieval or return of records to or from storage; and
o The destruction of records and deletion from the records inventory.
2. Records shall be identified as vital when the records are:
o Essential to the continuity of QuadraMed or to QuadraMed's legal and
financial status; or
o Necessary for fulfillment of obligations to employees or clients.
3. QuadraMed shall convert vital records to microfilm and store the records in
an off-site location for reconstructive use in the event of catastrophic
document loss.
E. Record Retention Schedule
QuadraMed shall maintain records according to the following schedule:
Accident reports/claims 7 years Minute books of Permanently
(settled cases) directors, stockholders,
bylaws and charter
Accounts payable ledgers 7 years Notes receivable ledgers 7 years
and schedules and schedules
Accounts receivable 7 years Option records (expired) 7 years
ledgers and schedules
Audit reports Permanently Patents and related papers Permanently
Bank reconciliations 2 years Payroll records and 7 years
summaries
Bank statements 3 years Personnel files 7 years
(terminated)
Capital stock and bond Permanently Petty cash vouchers 3 years
records: ledgers,
transfer registers,
stubs showing issues,
record of interest
coupons, options, etc.
Cash book Permanently Physical inventory tags 3 years
Charts of accounts Permanently Plant cost ledgers 7 years
Checks (canceled - 7 years Property appraisals by Permanently
see exception below) outside appraisers
Checks (canceled for Permanently Property records, Permanently
important payments, i.e. including costs,
taxes, purchases of depreciation reserves,
property, special year-end trial balances,
contracts, etc. depreciation schedules,
Checks should be filed blueprints and plans
with the papers
pertaining to the
underlying transactions)
Contracts, mortgages, 7 years if Purchase orders 1 year
notes and leases expired; (except purchasing
permanently department copy)
if unexpired
Correspondence 2 years Purchase orders 7 years
(general) (purchasing department copy)
Correspondence Permanently Receiving sheets 1 year
(legal and
important matters only)
Correspondence (routine) 2 years Retirement and Permanently
with customers and/or pension records
vendors
Deeds, mortgages and Permanently Requisitions 1 year
bills of sale
Depreciation schedules Permanently Sales commission reports 3 years
Duplicate soil slips 2 years Sales records 7 years
Employment applications 3 years Scrap and salvage records 7 years
(inventories, sales, etc.)
Expense analyses/expense 7 years Stenographers' notebooks 1 year
distribution schedules
Financial statements Permanently Stock and bond 7 years
(year-end, other certificates (canceled)
optional)
Garnishments 7 years Stockroom withdrawal forms 1 year
General/private ledgers, Permanently Subsidiary ledgers 7 years
year-end trial balance
Insurance policies 3 years Tax returns and worksheets, Permanently
(expired) revenue agents' reports
and other documents relating
to determination of income
tax liability
Insurance records, Permanently Time books/cards 7 years
current accident
report, claims,
policies, etc.
Internal audit reports 3 years Trademark registrations and Permanently
(longer retention periods copyrights
may be desirable)
Internal reports 3 years Training manuals Permanently
(miscellaneous)
Inventories, of 7 years Union agreements Permanently
products, materials
and supplies
Invoices (to customers 7 years Voucher register and 7 years
from vendors) schedules
Journals Permanently Vouchers for payments to 7 years
vendors, employees, etc.
(includes allowances and
reimbursement of employees,
officers, etc. for travel
and entertainment expenses)
Magnetic tape and 1 year Withholding tax statements 7 years
tab cards
INTELLECTUAL PROPERTY LAW
===============================================================================
As a technology company, QuadraMed seeks to protect its own intellectual
property and respect the intellectual property rights of others. The following
section describes the laws and standards applicable to intellectual property.
A. Intellectual Property Overview
Intellectual property includes any discovery, improvement, invention, software,
data set, composition of matter, article of manufacture, patent right,
copyright, trademark, service mark, or trade secret arising out of the work
done by a QuadraMed employee in connection with his/her employment and any
product developed by an employee as a result thereof.
Federal and state law governs four main types of intellectual property: (1)
patents, (2) copyrights, (3) trademarks and service marks, and (4) trade
secrets.
B. Patent Law
Patents provide a means for obtaining a legal monopoly on a new or improved
design or idea. A patent provides the owner with the exclusive right to
exclude others from making, using, or selling the technology (or invention) for
twenty (20) years from the date of filing. A patent, therefore, provides the
maker with the best legal way of preventing the competition from copying and
using the invention. The owner of an invention may file and prosecute a patent
application in any country.
An owner of an invention must file for a patent within one year of the sale,
offer to sell, or public disclosure of the invention. Any attempt to file
after the one-year period will fail. Entering into a non-disclosure agreement
with a third party or experimenting with the invention in a way that indicates
the invention is not fully developed will keep the one-year clock from
starting.
Once the decision is made to file a patent application, the owner may file for
one of three types of patents:
o A utility patent, which protects any useful product, process, article of
manufacture, composition, or improvement thereon;
o A design patent, which protects a novel ornamental design (i.e., how
something looks, not how it works); or
o A plant patent, which protects a new and distinct variety of plant.
An applicant also has the option of filing a provisional application, which
gives the owner a one-year extension for filing the invention with the U.S.
Patent and Trademark Office ("USPTO"). The applicant must convert the
provisional patent to a non-provisional patent before the expiration of the
one-year time period; otherwise, the application shall be considered abandoned.
If an applicant files a provisional patent application, then the 20-year
coverage starts with the filing date of the provisional patent.
After an owner properly receives a patent, the invention and its owner receive
the full protection of the law.
C. Copyright
Copyright protection attaches to original, tangible expressions of an idea but
not the idea itself. Works protected under copyright include:
o Literary works, including computer software;
o Musical works;
o Dramatic works;
o Pantomimes and choreographic works;
o Pictorial, graphic and sculptural works;
o Motion pictures and other audiovisual works;
o Sound recordings; and
o Architectural works.
Copyright protection does not extend to the following:
o Works that are not fixed in a tangible medium (i.e., oral presentations
and choreographs);
o Typefaces (fonts);
o Purely utilitarian works; or
o Facts and raw data.
Copyright protection is self-executing. Therefore, a copyrightable work is
automatically protected as soon as the work is fixed in a tangible medium.
Having obtained copyright protection, an owner retains the exclusive right to
reproduce, display, perform, distribute and make derivative copies of the
copyrighted work.
Copyright protection attaches regardless of whether the owner has registered
the work with the Copyright Office. The owner must register and deposit the
copyrighted work with the Copyright Office prior to the commencement of a
copyright infringement suit. The owner, however, may still bring other claims
against the alleged infringer, including claims for unfair competition and
unfair trade practices.
Once a work is registered, an owner may attach a copyright notice to the work.
Notice informs others that the work is copyrighted, identifies the owner of the
work, and determines the date on which the work was published. A failure to
attach a notice may work as an effective abandonment of the work. Such notice
copyright is required in order to recover statutory damages and attorney fees.
The copyright notice must contain three pieces of information: (1) the (c)
emblem, the word "copyright," or the abbreviation "copr.;" (2) the date of
first publication; and (3) the name of the copyright owner.
D. Trademark and Other Marks
Federal and state law protects marks, i.e., words, phrases, symbols, logos,
colors, or other forms of indicia that are used to identify the origin of goods
or services. The four marks recognized by law are:
o Trademarks, which identify goods;
o Service marks, which identify services;
o Certification marks, which certify a characteristic of goods or services,
such as that the goods or services meet a certain quality or regional origin
standards; and
o Collective marks, which indicate that an individual is a member of a
particular group.
Marks are either registered federally with the USPTO or at the state level with
the appropriate Secretary of State. To register a mark federally, the owner
must submit the mark to the USTPO so that a trademark lawyer may examine the
mark on its merits and determine that the mark is sufficiently different to a
prior registered mark. State registration, however, occurs without an
examination of the mark on its merits and is considered appropriate for those
marks that will only be used in intrastate.
Four different levels of marks exist:
o Arbitrary or fanciful marks, which convey nothing about the nature of the
goods or services except through knowledge of the consumer (e.g., Kodak and
McDonalds);
o Descriptive marks, which identify a significant characteristic of the
goods or services (e.g., Lite Beer);
o Suggestive marks, which convey the nature of the goods or services through
the exercise of imagination (e.g., Eveready and Coppertone); and
o Generic marks, which actually define the goods or services (e.g., aspirin,
napkins). Generic marks are never eligible for trademark protection because
they do not distinguish the owner's goods or services.
The USPTO requires that marks be distinctive, i.e., the mark must identify the
origin of goods or services, and thereby avoid confusion among consumers as to
who is the actual source of specific goods or service. Arbitrary marks are the
most distinctive. Descriptive or suggestive marks are ineligible for federal
registration unless they acquire secondary meaning. Secondary meaning means
that a formerly descriptive or suggestive mark has developed a meaning among
consumers such that the mark distinguishes the goods or services and identifies
their origin (e.g., Park-n-Ride). Marks that are primarily surnames,
geographically descriptive or misdescriptive, immoral, scandalous, or similarly
offensive cannot be registered.
If a mark is not federally registered, the owner's exclusive right to use the
mark is limited to the geographical area(s) in which the owner has the earliest
first use of the mark. A third party, therefore, who uses the same mark in a
second geographical area has the exclusive right to use the mark in that second
geographical area.
E. Trade Secrets
Trade secrets, i.e., any formulas, patterns, devices or information that
provide an economic advantage over competitors, also receive protection. Trade
secrets do not require registration or disclosure and have an indefinite term.
A trade secret remains a trade secret as long as it is not learned by another.
Trade secrets suffer from unique disadvantages. The secret is only as good as
the people who keep it and, therefore, an employer must restrict access to the
trade secret and implement security procedures to protect it. Unlike a patent,
a trade secret is not protected if a third party independently develops it.
Likewise, reverse engineering is not misappropriation of a trade secret.
INTELLECTUAL PROPERTY POLICY
===============================================================================
It is QuadraMed's policy to protect its own intellectual property rights and
respect the intellectual property rights of others.
A. General Intellectual Property Policy
1. Each employee must sign a Proprietary Information and Inventions Agreement
at the time that the employee begins work at the company. In general,
employees agree to:
o Not disclose proprietary and confidential information of the company;
o Assign QuadraMed any rights the employee may have in work done for the
company;
o Document inventions, trade secrets or works of authorship to permit the
company to track and, where appropriate, register its rights in any work of
employee;
o Use best efforts to assist the company in protecting and registering or
otherwise perfecting its intellectual property rights; and
o Not use proprietary information or other intellectual property of any
previous employer or third party.
B. Copyright Policies
1. QuadraMed employees shall adhere to the following general guidelines:
o No employee may reproduce any copyrighted work in print, video or other
electronic form in violation of the law.
o Employees shall contact the Chief Compliance Officer or a Compliance
Liaison to obtain permission to reproduce a work.
2. QuadraMed shall adhere to the following guidelines concerning the use of
computer software:
o QuadraMed shall respect all computer software copyrights and to adhere to
the terms of all software licenses to which QuadraMed is a party.
o Users shall not duplicate any licensed software or related documentation
for use unless the licensor grants QuadraMed express authorization to do so.
o Employees shall not use licensed software inconsistently with the
applicable license agreement.
o Users shall acknowledge that they do not own licensed software or its
related documentation.
o Users shall not illegally copy software.
3. QuadraMed shall adhere to the following guidelines when acquiring software
and shareware:
o The IT department shall purchase all software acquired by QuadraMed.
o Software acquisition channels are restricted to ensure that QuadraMed has
a complete record of all software purchased by QuadraMed and can register,
support, and upgrade such software accordingly.
o These policies pertain to software downloaded and/or purchased from the
Internet.
4. QuadraMed shall adhere to the following guidelines when registering software
and shareware:
o The IT department must complete registration and inventory requirements
prior to installation.
o Software must be registered in the name of QuadraMed and the department in
which it will be used.
5. QuadraMed shall adhere to the following guidelines regarding home computers:
o Users are not permitted to load personal software on their QuadraMed home
computer.
o QuadraMed shall purchase separate software packages and register it
accordingly for use on home computers.
o Prior to using software at home, the user shall consult with the software
manager or designated department to determine if a license permits home use.
E. Trademark and Other Mark Procedures
1. Prior to using any new word, phrase, symbol or logo to identify any
QuadraMed product or service, the mark shall be submitted to QuadraMed legal
counsel for review and/or registration.
F. Trade Secret Procedures
1. QuadraMed employees shall take reasonable measures to ensure the
nondisclosure of trade secrets.
2. The following guidelines give practical examples of measures that employees
should take:
o Mark documents "CONFIDENTIAL" and/or "PROPRIETY" as necessary;
o Not disclose confidential or proprietary information to third parties
without first entering into a confidentiality and non-disclosure agreement;
o Limit access to confidential and proprietary information to only those
employees who need the information;
o Reproduce only a limited number of sensitive documents and shred documents
when they are no longer needed;
o Accompany visitors and not permit access to sensitive information;
o Enact reasonable measures to protect QuadraMed computers and computer
networks from unauthorized access;
o Use exit interviews to ensure that individuals leaving QuadraMed have
certified the return of all company documents; and
o Remind departing employees of their contractual obligation not to use any
QuadraMed confidential information.
FALSE ADVERTISING LAW
===============================================================================
QuadraMed seeks to ensure that its advertising and marketing representations
are appropriate. The following section describes the laws and standards
applicable to advertising.
A. Section 43(a) of the Lanham Act
False advertising claims often fall under Section 43 (a) of the federal Lanham
Act, which provides in part:
Any person who in connection with any goods or services ... uses in commerce
any ... false or misleading description of fact, or false or misleading
representation of fact, which ... in commercial advertising or promotion,
misrepresents the nature, characteristics, qualities, or geographic origin of
his or her or another person's goods, services, or commercial activities, shall
be liable in a civil action by any person who believes that he or she is or is
likely to be damaged by such act.
False advertising includes advertising that is literally false and advertising
that, while literally true, is likely to mislead or confuse consumers.
Generally, a company challenging a competitor's advertising must prove that:
1. There exists a false statement of fact by the defendant in a commercial
advertisement about its own or another's product;
2. The false statement actually deceived or has the tendency to deceive a
substantial segment of its audience;
3. The deception is material and likely to influence the purchasing decision;
4. The defendant caused its false statement to enter interstate commerce; and
5. The plaintiff was or is likely to be injured as a result of the false
statement, either by direct diversion of its sales to the defendant or by a
lessening of the goodwill associated with its own products.
The financial penalties for false advertising under the Lanham Act include
disgorgement of the defendant's profits and recovery of the plaintiff's lost
profits, the costs incurred by the plaintiff in correcting the misperceptions
created by the false advertisement, and attorneys' fees and expenses.
B. Federal Trade Commission Act
The federal government can pursue enforcement actions pursuant to the Federal
Trade Commission ("FTC") Act, which requires that advertising meet the
following criteria:
1. A reasonable basis must support each objective factual claim made for a
product or service.
2. Endorsements must always reflect the honest opinions, findings, beliefs or
experiences of the endorser. They may not contain any deceptive
representations that could not be substantiated if made by the marketer
directly.
o A testimonial indicating that the consumer's experience represents all
users' experiences must speak the truth.
o If the endorser's experience is not representative, the program must
either clearly disclose what the generally expected performance would be in the
depicted circumstances or clearly disclose the limited applicability of the
endorser's experience to what consumers may generally expect to achieve.
o The advertiser must disclose any payment of money to the endorser in
exchange for the endorsement unless the endorser is an expert or well-known
personality.
3. All statements regarding prices must be truthful and any additional costs
must be disclosed. If a product is advertised for sale at a reduced price, the
product or service must actually have been offered for sale at the former price
for a reasonably substantial period of time.
4. An advertisement that mentions a warranty must clearly and conspicuously
disclose that, upon specific written request prior to the sale, the prospective
purchaser can obtain, at no cost, complete details of the written warranty or
guarantee. The warranty must also identify the warrantor and clearly state the
nature and manner of performance of the warranty and any conditions,
limitations, or charges in connection therewith.
5. Products should only be offered for sale if they are available in sufficient
quantities to meet reasonably anticipated demand.
FALSE ADVERTISING POLICY
===============================================================================
Statutes and regulations prohibit companies from using false and misleading
information in advertising. Such principles refer to statements about the
company's products and services and about competitors' products and services.
A. General Policy
QuadraMed shall adhere to the following guidelines in promoting and advertising
its products and services:
1. QuadraMed shall not make false or deceptive statements about its own
products, business practices, financial status, or reliability.
o Objective or factual claims shall have a reasonable basis.
o Endorsements should reflect the honest opinions, findings, beliefs, or
experiences of the endorser.
2. QuadraMed shall not make false or deceptive comparisons of its own product
with another company's product.
3. QuadraMed shall not make false or deceptive statements about competitors or
their products, business practices, financial status, or reliability.
4. QuadraMed shall not misrepresent the price, composition, effectiveness,
quality, or other characteristics of a product or service.
5. QuadraMed shall not make an affirmative product claim in advertising without
a reasonable basis.
6. QuadraMed shall not pass off one of its products as those of another
company, such as by simulating a competitor's advertising labels or trademarks.
LAW GOVERNING UNFAIR DEBT COLLECTION AND BILLING
===============================================================================
The federal Fair Debt Collection Practices Act (FDCPA), state debt collection
acts, including Unfair and Deceptive Acts and Practices statutes (UDAP), and
common law tort theories provide a number of remedies for debt collection
abuses. The Federal False Claims Act further governs claims and debts
involving the government.
A. Fair Debt Collection Practices Act
The FDCPA prohibits a debt collector from using unfair or unconscionable means
to collect or attempt to collect any debt. The Act, for example, prohibits the
collection of any amount not expressly authorized by the agreement creating the
debt or permitted by law. The Act also prohibits the use of any false,
misleading, or deceptive representations or means in collecting the debt.
A debt collector also may not engage in any conduct the natural consequence of
which is to harass, oppress, or abuse any person in collecting a debt. The
FDCPA applies to all persons who use any instrumentality of interstate commerce
or the mails in any business, the principal purpose of which is debt
collection.
B. Unfair and Deceptive Acts and Practices Act
UDAP statutes prohibit the use of unfair debt collection practices. UDAP
typically statutes have a broader scope then the FDCPA. While they differ from
state to state, these statutes are usually
broad, prohibiting all deceptive practices "in trade or commerce." States may
restrict the scope, however, to trade involving consumers, suppliers, or to a
consumer transaction.
UDAP statutes prohibit all deceptive practices in the collection of debt,
including making misrepresentations concerning the identity of the collector or
imminence of a threatened action, or collecting for debts not owed. A
collector cannot collect where there is no legal obligation for the debtor to
pay.
C. Federal False Claims Act
The Federal False Claims Act prohibits anyone from knowingly presenting a false
or fraudulent claim for payment to the government; presenting a false record or
statement to induce the government to pay a fraudulent claim; conspiring to
defraud the government; or using a false record or statement to conceal, avoid,
or decrease an obligation to pay money or property to the government. The Act
defines "knowingly" as either having actual knowledge of false information,
acting in deliberate ignorance of the truth or falsity of information, or
acting in reckless disregard of the truth or falsity of information.
The Federal False Claims Act prohibits collectors from (1) billing for services
not rendered, (2) misrepresenting those services actually rendered (i.e.
upcoding), (3) falsely certifying that services were medically inconsistent, or
(4) or submitting claims that are inconsistent with Medicare or Medicaid
requirements.
UNFAIR DEBT COLLECTION AND BILLING POLICY
===============================================================================
QuadraMed is committed to complying with all applicable laws and regulations
when collecting from debtors on its own behalf or on behalf of its clients, or
when billing the government for its services or those of its clients.
A. General Policy
1. In collecting debts, employees shall refrain from unfair practices,
including:
o Collecting debts that the employee knows are not owed;
o Collecting debts for which no legal obligation exists;
o Harassing, threatening, or otherwise oppressing the debtor;
o Making false or misleading statements and representations;
o Using deceptive means to coerce payment; and
o Using litigation or the threat of litigation to coerce payment.
2. In billing or seeking reimbursements from the government or any other
debtor, QuadraMed employees shall:
o Identify any potential billing or reimbursement discrepancies;
o Review the claim for duplicative billing or reimbursement claims; and
o Report any discrepancies to the Chief Compliance Officer or a Compliance
Liaison.
3. If an employee is uncertain as to whether a particular service is covered,
the employee shall:
o Bring the issue to the attention of a supervisor;
o Discuss the issue with the Chief Compliance Officer or a Compliance
Liaison as necessary; and
o Resolve the issue using appropriate methods, including contacting the
payer or Medicare fiscal intermediary.
4. Employees shall report any billing instructions from clients or payers that
are inconsistent with QuadraMed billing policy to their supervisor, the Chief
Compliance Officer, or a Compliance Liaison.
SEARCH WARRANT AND SUBPOENA PROTOCOL
===============================================================================
Due to the scrutiny of the health care businesses by state and federal law
enforcement agencies, it is possible that law enforcement agents may appear at
QuadraMed's facilities with or without a search warrant to seek information
about QuadraMed customers, business partners, or operations. Adherence to the
following protocols is important to ensure QuadraMed's cooperation with law
enforcement agents, to minimize business disruption, and to protect QuadraMed's
legal rights.
A. Guidelines for On-Site Supervisor
Upon the arrival of any law enforcement agent, the responsible supervisor
shall:
1. Immediately contact the Chief Compliance Officer or, if the Chief Compliance
Officer is unavailable, a Compliance Liaison with the following information:
a. The law enforcement agencies involved;
b. The time the agent(s) arrived;
c. Whether a warrant was served;
d. The areas to be searched; and
e. The evidence to be seized.
2. Ensure the legitimacy of the search by asking to see the agent in charge's
identification and reading the search warrant, if any.
3. Designate one person with demonstrated good judgment to monitor each team of
agents conducting the search. This individual and the on-site supervisor shall
be solely responsible for speaking with the agents.
4. Advise all employees that company policies prohibit any comment to the press
without the approval of corporate communication.
5. Refer all press inquiries to the Chief Compliance Officer or, if the Chief
Compliance Officer is unavailable, a Compliance Liaison.
B. Guidelines for On-Site Supervisors and Designated Employees Monitoring
Search
1. On-site supervisors and those employees designated to monitor a search
should:
o Carefully document the locations searched by agents;
o Carefully document those documents and objects seized by the agents and
their location, description, category, and content;
o Obtain a detailed receipt of all items that are seized from the agent in
charge; and
o Cooperate fully with the search.
2. If the agents seek to seize any privileged documents, the on-site supervisor
or person monitoring the search should:
o Ask that said documents be sealed; and
o Contact the Chief Compliance Officer or a Compliance Liaison if the agents
fail to seal said documents.
3. If the agents seek to seize any essential business records, the on-site
supervisor or person monitoring the search should:
o Ask for the opportunity to copy said documents before they are removed
from the premises; and
o Contact the Chief Compliance Officer or a Compliance Liaison if the agents
refuse this request.
C. Guidelines for Employees in Speaking with Agents
1. Employees are under no legal obligation to speak with the agents but may do
so.
2. If employees choose to speak with the agents, it is essential that they be
truthful and accurate.
3. Prior to allowing agents to interview employees, a responsible supervisor
shall read the following statement verbatim to all employees:
Agents from ___________________ (the agencies that the agent-in-charge has
said) have served QuadraMed with a search warrant seeking certain documents and
would like to interview some employees as part of their investigation.
In order to fully protect the rights of all employees during the course of the
government's investigation, QuadraMed is willing to retain and pay for
independent counsel to represent any employee who the government requests to
interview. This independent counsel will represent the individual employee and
not QuadraMed, even though QuadraMed will pay the counsel. The independent
counsel will advise employees regarding the nature of the investigation, the
purpose of the government interviews, the employees' rights and obligations
with regard to those interviews, whether it is in the employee's best interests
to consent to an interview, and the appropriate conditions under which any
interview should occur.
Employees may also request that QuadraMed's counsel be present during the
interview.
While QuadraMed recommends that employees consult with counsel before granting
any interview, the decision about whether to consent to an interview or to
obtain independent counsel is entirely up to the employee. QuadraMed views the
retention of counsel by an employee as a matter of right and prudence and not
an admission of wrongdoing. Employees, however, have the right to deal
directly with the agents without counsel if they prefer. In either case, it is
essential that all employees who speak with the agents be truthful and
accurate.
As part of our effort to cooperate fully with the government, QuadraMed will
make any employee who consents to an interview available to the agents during
ordinary business hours.
4. Employees should report any future contact with the agents to the Chief
Compliance Officer or a Compliance Liaison.
INJURY AND ILLNESS PREVENTION POLICY
===============================================================================
QuadraMed is committed to a safe and healthy workplace in accordance with state
and federal laws and regulations. This policy is designed to assist the
Company in preventing injuries and illnesses resulting from unsafe or unhealthy
working conditions or practices.
A. General Policy
1. QuadraMed shall take all steps necessary to provide a reasonably safe and
healthy workplace.
2. All personnel are expected to do everything within their control to ensure a
safe environment and to ensure compliance with federal, state and local safety
and health regulations.
3. Unsafe or unhealthy behavior, and the failure to correct such behavior, may
result in disciplinary action up to and including termination.
B. Chief Compliance Officer
The Chief Compliance Officer shall:
1. Oversee the evaluation of health risks and focus attention on those
areas that have the potential to cause serious injury or illness;
2. Ensure that all occupational injuries and illnesses are reported to the
Division of Labor Statistics and Research by filing a written report
("Employer's Report of Injury") with the Company's insurance carrier within 48
hours of receiving notice of the injury or illness;
3. Oversee the review, evaluation, and maintenance of accident reports and
investigations; and
4. Provide active leadership by participation, example, and a demonstrated
interest in a safe and healthy workplace.
C. Compliance Liaisons
Compliance Liaisons shall:
1. Investigate and respond appropriately to reports of unsafe or unhealthy
working conditions or practices;
2. Plan, organize, and coordinate safety and health training and activities;
3. Establish safety and health inspections and follow-up procedures to ensure
that any necessary corrective action is completed; and
4. Conduct periodic inspections of the workplace.
D. Supervisors
Supervisors shall:
1. Remain informed about safety regulations affecting their department;
2. Ensure that employees are able and understand how to complete each assigned
task in a safe manner;
3. Ensure that employees follow all safety regulations and work practices;
4. Report injuries and illnesses to the Chief Compliance Officer or a
Compliance Liaison; and
5. Make changes in procedures and work practices to improve safety in their
respective areas of responsibility.
E. All Employees
All employees shall:
1. Obey safety rules and follow healthy job practices;
2. Inspect their own workplace on a daily basis;
3. Report all injuries and unsafe or unhealthy workplace conditions to a
supervisor or Compliance Liaison;
4. Make necessary adjustments to eliminate or reduce repetitive motion injuries
and illnesses, and notify a supervisor or Compliance Liaison if a repetitive
task causes discomfort;
5. Make any recommendations for changes in the workplace or in work practices
which will enhance job safety and performance;
6. Develop and maintain healthy coping skills to handle the stress of meeting
deadlines and performing "rush" work; and
7. Learn and use proper technique when bending, lifting, carrying, pushing and
pulling to reduce the risk of back injuries, and obtain assistance as
necessary.
F. Policy for Using and Handling Hazardous Chemicals
1. QuadraMed shall ensure that all chemicals used on QuadraMed's premises are
evaluated for hazardous properties and that the employees working with these
chemicals are informed of those hazards.
2. QuadraMed shall maintain a Material Safety Data Sheet Notebook ("MSDS"),
which:
o Lists the products used by employees;
o Lists the chemical components of the products; and
o Lists special protective measures and precautions where required.
3. Employees should review the product labels for all products and follow the
manufacturer's instructions for safe and healthy usage.
o Employees should contact a Compliance Liaison with any questions or
concerns regarding the MSDS notebook or the product labels.