Code of Conduct Policy

INTRODUCTION

Sagility Operations Inc., its parent companies, affiliates, and subsidiaries; and its employees, agents, contractors, vendors, officers, and board members (the “Company” or “Sagility”) are guided by its company values. These values are the foundation of how it conducts itself and interacts with each other, its clients, suppliers, investors, and other stakeholders. The Company is committed to ensuring corporate compliance and promoting an ethical corporate culture by observing the highest standards of fair dealing, honesty, and integrity in its business activities.

PURPOSE

The purpose of the Code of Conduct is to promote the continuous well – being of employees in the workplace, to maintain high standards of professional conduct and work performance at all times, and that compliance is everyone’s responsibility at the Company.

The Company encourages the reporting of any instance of suspected unethical, illegal, corrupt, fraudulent or undesirable conduct involving the Company’s business and provides protections and measures to individuals who make a disclosure in relation to such conduct without fear of victimization or reprisal.

The Company may invite oﬃcers, senior management and employees to attend training sessions to ensure ongoing education regarding the application of the policy.

Some of the topics addressed in this Code of Conduct may also be the subject of a more specific policy or policies. If there is a conflict between this Code of Conduct and a more specific policy, the more specific policy will prevail.

SCOPE & APPLICABILITY

This Policy applies to any person who is, or has been, any of the following with respect to the company: employee (temporary and permanent), oﬃcer, director, contractor (including sub-contractors and employees of contractors), supplier (including employees of suppliers), consultant, auditor, associate, and relative, dependent, spouse, or dependent of a spouse of any of the above. This Policy is intended to apply to the above persons in all countries in which the Company operates a business.

POLICY STATEMENT/S

The Code of Conduct aims to fulfil the following objectives:

To ensure issues of noncompliance are reported timely and accurately through appropriate mechanisms.
To ensure reported-suspected compliance incidents and violations are addressed and corrected timely.
To establish minimum acceptable standards for professional conduct.
To communicate corrective actions that address employee misconduct and employment problems.

REPORTING AND ESCALATION:

The Company Whistleblower procedures encourage and enable the Company employees and Subcontractors the opportunity to report suspected concerns regarding the Standards for Professional Code of Conduct and suspected compliance incidents or violations.
The Company Employees and Subcontractors are required to report all concerns regarding the Standards for Professional Code of Conduct and suspected compliance incidents or violations immediately.
Anyone who, in good faith, that immediately reports a suspected concerns, incident, or violation will be protected from retaliation.
Suspected concerns, incidents, or violations can be immediately reported using the Integrity Hotline/Email, directly to management and/or supervisors, or directly to the Director, Human Resources or the Healthcare or Security Compliance Officer.
Timely preliminary and possibly extensive investigations performed by management, compliance, human resources (HR), or legal and contractual obligations will be utilized to determine the severity of the reported-suspected concern, incident, or violation and level of required reporting and escalation-Ex. Leadership, Client, and Regulatory.
All Company Employee and Subcontractor reported concerns regarding the Standards for Professional Code of Conduct and suspected compliance incidents or violations and the outcome of both preliminary and extensive investigations will be retained by the Director, Human Resources or the Healthcare or Security Compliance Officer for a period of ten (10) years.

A Person who falls within the scope of this Policy may make a report or disclosure under this Policy if such person has reasonable grounds to believe that a Company director, oﬃcer, employee, contractor, supplier, consultant or other person who has business dealings with the Company has engaged in conduct (Reportable Conduct) which is: dishonest, fraudulent or corrupt; Illegal (such as theft, dealing in or use of illicit drugs, violence or threatened violence and criminal damage to property); unethical including any breach of the Company’s policies such as the Code of Conduct; oppressive or grossly negligent; potentially damaging to the Company, its employees or a third party; misconduct or an improper state of aﬀairs; a danger, or represents a danger to the public or ﬁnancial system; harassment, discrimination, victimization or bullying.

For the avoidance of doubt, Reportable Conduct does not include personal work-related grievances. A personal work-related grievance is a grievance about any matter in relation to an employee’s current or former employment, having implications (or tending to have implications) for that person personally and that do not have broader implications for the Company. Examples of personal work-related grievances are as follows: an interpersonal conﬂict between an employee and another employee; a decision relating to the engagement, transfer or promotion an employee; a decision relating to the terms and conditions of engagement of an employee; a decision to suspend or terminate the engagement of an employee, or otherwise to discipline an employee. Personal work-related grievances should be reported to your manager or in accordance with the Company’s Grievance Policy.

PROFESSIONAL CONDUCT:

Employees are expected at all times to exercise utmost discretion and conduct themselves in a professional manner directed at promoting the best interests of the Company.
Employees should avoid any action that might adversely affect or publicly discomfit or discredit the Company, interfere with operations, or be offensive to clients or co-workers or be perceived as negative. This duty to act professionally extends to all activities within or outside the Company’s facilities.
Employees shall at all times be courteous and considerate to colleagues, any person who is dealing with the Company or any persons with whom the Employees deal with.
Management and employees are expected to maintain a workplace environment that does not tolerate harassment, which may be of a sexual, physical, written or verbal nature.
Employees are subject to the discipline of the Company and abide by the rules and regulations as set out herein, including any other communication issued by the management from time to time with regard to working requirements in the Company.
In the event that any behavior or conduct is not acceptable to the work environment in the Company, management shall immediately bring this event to the notice of the Employee(s) verbally and by sending supporting communication via email referencing the relevant Company policy.
Any such communication(s) shall require prompt response by the Employee(s) involved. In the event an Employee(s) have a question or concern about any such referenced policy, the HR Department will be included in any additional employee communication (verbal or written).
Violation of the Company’s policies or indulgence in any conduct that is inappropriate, unsatisfactory or unacceptable to the management, may subject the Employee to strict disciplinary action, which may include, but not be limited to, warning, demotion, re-assignment, discharge and the termination of services.
Further, management reserves the right to take such action, including reporting the incident to the appropriate authorities (for example the Police in the case of an act amounting to a criminal offense), and request such authority to initiate suitable action in the matter, should circumstances so warrant.

ETHICS:

Employees are expected to adhere to all laws applicable to our business, in the jurisdiction that the employee is based in and to observe the highest standards of business standards and ethics.
Employees are expected to compete fairly and ethically for all business opportunities. While participating in an RFI/RFP’s, agreements or contract negotiations, employees must ensure that all statements, communications, and representations to customers/clients are completely accurate and truthful.

PRIVACY AND SECURITY:

Confidentiality, Privacy, and Security Federal and state applicable laws require that the Company employees maintain the privacy and security of the Company and client confidential, proprietary, member and patient protected health information (PHI/ePHI).
The Company employees are expected to treat internal and client confidential, proprietary, PHI and ePHI information with care and sensitivity and must not share such information with others unless the individuals have a legitimate need to know and have agreed to the Company confidentiality protections and policies.
The Company employees are required to use the minimum amount of information needed to fulfill the intended request when the Company or client confidential, proprietary information, PHI or ePHI is being communicated, used, or transmitted.
The Company employees are required to report all suspected privacy and security incidents and violations immediately. Anyone who, in good faith, that immediately reports a suspected Privacy, Security, or Employee Misconduct incident or violation will be protected from retaliation.

ALCOHOL, DRUGS AND NARCOTICS:

It is the policy of the Company to maintain a workplace (including common space) that is free from the effects of drugs, alcohol and other substance abuse, in order to provide a safe and healthy work environment. Employees who provide direct services to or on behalf of Company clients shall, in addition to all Company policies and procedures, comply with the Company’s client contracts to the extent required in such contracts.

Employees and any customers or visitors are prohibited from the use, sale, dispensation, distribution, possession, or manufacture of illegal drugs, controlled substances, narcotics, or alcoholic beverages on Company premises, work sites or Company-sponsored business functions held off-premises or whenever those activities may adversely affect job performance, job safety or the Company’s reputation.
Company-sponsored occasions, alcoholic beverages may be served to those of legal drinking age. During such events, Employees and invited guests are expected to exercise their discretion in the consumption of alcohol.
Company will not hire, subject to central or state law restrictions, alcoholics or drug abusers whose current use of those substances prevents them from performing their jobs or who would constitute an adverse influence or a direct threat to the property or safety of others. Whenever applicants for employment are to be tested for the presence of illegal drugs or alcohol they will be informed in advance and in writing.
Employees may, at the sole discretion of the Company, be subject to disciplinary action, up to and including termination of employment, for violation of this Code of Conduct requirement. Violations include, but are not limited to, possessing illegal or non-prescribed drugs and narcotics at work; being under the influence of illegal or non-prescribed drugs, narcotics or alcohol while working; using them while working; or dispensing, distributing, or illegally manufacturing or selling them on Company premises and work sites.
Employees may be in possession of Company-issued equipment under their control may be subject to applicable central and local laws, searched and/or monitored at any times while on Company premises or work sites or while conducting Company business.
Employees may be asked to take a test at any time to determine the presence of drugs, narcotics or alcohol, unless the tests are prohibited by law. Employees who agree to take the test must sign a consent form authorizing the test and the Company’s use of the test results for purposes of administering its discipline policy. It is a violation of the policy for an employee to refuse consent for these purposes or to refuse to be tested for use of alcohol, narcotics or illegal drugs.
Policy violations will result in disciplinary action and may result in termination. Tests and test results that are paid for by the Company are the property of the Company. The examination records will be treated as confidential and held in separate medical files. However, records of specific examinations, if required by law or regulation, will be made available to the employee, persons designated and authorized by the Employee, public agencies, relevant insurance companies, or the Employee’s doctor.
Employees must immediately report their use of over-the-counter or prescribed medications to the HR Department if such use might impair their ability to perform their job safely and effectively. A determination will then be made as to whether the Employee is able to perform the essential functions of the job safely and properly.

NON-DISCLOSURE OF INTELLECTUAL PROPERTY:

Information is a highly sensitive resource in every business.

An Employee will frequently be entrusted with material of confidential nature and in many forms, including, but not limited to, documents, computer discs, CDs, phone lists, billing information, employment and salary details, etc.
Employees should never disclose confidential Company information or comment on the financial performance of the Company at any time. It is inappropriate to disclose information that has not been formally and broadly released to the public through Company approved communications.
One of the Company’s most important assets is its intellectual property (“IP”) which includes but is not limited to copyrights, patents, trademarks and trade secrets. An Employee is obligated to safeguard confidential information, the IP and trade secrets of the Company and its customers. This precludes the Employee from directly or indirectly using or disclosing, except as necessary in the ordinary course of business, confidential information, both during the course of his/her employment and after leaving the Company. Confidential information should not be discussed with anyone outside the Company and may be discussed within the organization only on a “need to know” basis. Employees also have a responsibility to avoid unnecessary disclosure of non- confidential internal information about the Company, its Employees, its customers and/or its suppliers.
Discussions regarding the Company should remain limited to discussions of factual product/service capabilities and any reference to future performance or expectations for Company performance should be strictly avoided.
The non-disclosure restriction includes and extends to any person directly not connected with the work-related subject matter, just not limited to possible disclosures to customers, business contacts, fellow employees, family members, friends, neighbors. For instance, “disclosure” can include verbal communication / symbolic representation, such as simple conversation, casual comments such as those made in elevators, restaurants or public transport may be overheard and should be avoided.
All work products consisting of any document, information, material, or idea developed by or provided to an Employee in connection with the Employee’s employment by the Company is the confidential and proprietary property of the Company. As such, no work product may be removed from the Company’s premises at the time of termination of an Employee’s employment with the Company.
Employees will be required to sign and or acknowledge a non-disclosure agreement and such other agreements and policies as the Company may reasonably request and must treat information as proprietary Company property for which they are personally responsible.
Employees are prohibited from attempting to access or obtain confidential information for which they have not received authorization.
In the event of a conflict between the provisions of the non-disclosure agreement and this Code of Conduct, the provisions of the non-disclosure agreement shall prevail.
All media inquiries and other inquiries of a general nature including requests to respond to statements should be referred to the designated authorized spokespersons of the Company.
This limited list of approved individuals who can disclose information to the public is meant to ensure consistency and avoid improper or selective disclosure of material information. In addition, all press releases, publications, speeches, or other official declarations must be approved in advance by the Legal Department of the Company. Questions regarding Employee references or other information concerning current or former Employees should be referred to the HR Department.
Information regarding the Company is readily available in the Internet. Unauthorized information that appears on the Internet may be inaccurate or untruthful. Please note, the Company does attempt to monitor this type of information. However, it does not control any information except that found on the Company’s website.
The Company considers inaccurate or untruthful information as a “market rumor.” The Company does not respond to market rumors that may occur on the Internet or elsewhere. Therefore, Company Employees are directed not to initiate or respond to communications through Internet “chat rooms”, “bulletin boards” or similar venues related to the Company.
Employees should not discuss with the officers, directors, or Employees of competing organizations any topic that might give the impression of an illegal agreement in restraint of trade. These prohibited topics include pricing agreements, customer allocation, and division of operational territories.
Employees are prohibited from disclosing “inside” information that could affect the market value of the Company’s securities to anyone outside the organization until that information has been made available to the public by management.
Employees also are prohibited from using that information for their own personal profit.

POLICY VIOLATIONS:

It is a condition of employment with the Company that an Employee will respect the confidentiality of all information and intellectual property (IP) and take necessary precautions to ensure that such information and IP are protected at all times.

Due to the serious nature of improper disclosure and the impact that unapproved disclosure may have on the Company, violations of the above Code of Conduct guidelines may result in disciplinary action, up to and including termination and legal action.

CONFLICT OF INTEREST:

It is the policy of the Company to prohibit its Employees from engaging in any activity, practice, or conduct which conflicts with, or appears to conflict with, the interests of the Company, its customers, or its suppliers.

It is impossible to describe all of the situations that may cause or give the appearance of a conflict of interest, the prohibitions included in this Code of Conduct are not intended to be exhaustive and include only some of the more clear-cut examples.

Employees are expected to represent the Company in a positive and ethical manner.
Employees should avoid conflicts of interest and should refer questions and concerns about potential conflicts to their supervisors.
Executive management and Employees who have contact with customers and suppliers may be required to sign a special statement acknowledging their understanding of an adherence to this requirement.
Employees may not, directly or indirectly either on or off the job, engage in any conduct that is disloyal, disruptive, competitive, or damaging to the Company. Prohibited activity also includes any illegal act(s) in restraint of trade.
Employees may not accept any employment relationship with any organization that does business with, or competes with, the Company. This prohibition on employment includes serving as an advisor to any such organization, unless said activity is conducted in the capacity of a representative of the Company.
Employees must disclose any financial interest they or their immediate family have in any organization that does business with the Company or that competes with the Company. The Company may require divestiture of the interest if it considers the financial interest to be in conflict with the Company’s best interests.
Employees and their immediate family may not accept gifts, any special discounts or loans from any person or firm doing, or seeking to do, business with the Company. Unsolicited Gifts received will be reported to the Compliance Officer and Legal.
Employees may not give, offer, or promise, directly or indirectly, anything of value to any representative of a customer, of a potential customer, or of a financial institution in connection with any transaction or business that the Company may have with that customer, potential customer, or financial institution.
Employees may acquire information about the Company, which, if known to the public, might affect the decision of an investor to buy, sell, or hold securities issued by the Company. Employees are prohibited from misusing inside information, prior to public disclosure, by purchasing or selling the Company’s securities for their own benefit or for the benefit of members of their immediate family. In addition, Employees may not disclose inside information to anyone, either inside or outside the organization, who does not have a legitimate business need to know it.
All officers and directors of the Company and Employees who own more than ten percent of the equity securities issued by the Company, if applicable, are prohibited from engaging in “short-swing” trading of securities issued by the Company by purchasing and selling, or selling and repurchasing, those securities within a period of less than six (6) months.
Any conflict or potential conflict of interest must be disclosed to the Company. Failure to make such disclosure will result in disciplinary action, up to and including termination of employment.

ANTI-CORRUPTION:

Conducting business with governments or government-owned operations is different than conducting business with private parties. What may be considered an acceptable practice in the private business sector may be improper or illegal when dealing with government officials. Improper or illegal payments, gifts, or entertainment to government officials is prohibited at the Company. “Government Officials” include employees of any government or government operation anywhere in the world, even low-ranking employees or employees of government- controlled entities, as well as political parties and candidates for political office.
To the extent the Company engages in business outside of the United States and involved in transactions with foreign government officials, the Company will not only comply with the laws of the country involved, but also with the U.S. Foreign Corrupt Practices Act. This Act makes it illegal to pay or promise to pay money or offer anything of value to any non-U.S. government official for the purpose of directly or indirectly obtaining or retaining business. This ban on illegal payments and bribes also applies to agents or intermediaries who use funds for purposes prohibited by the statute.
A bribe, which is never permissible at the Company, is giving or offering to give anything of value to a government official to influence a discretionary decision. Understanding the difference between a bribe and a facilitating payment is very important. The Company prohibits the payment of any bribe and will allow a facilitating payment only where it is necessary and legal.

CUSTOMER AND VENDOR RELATIONS:

It is the policy of the Company to be customer and service-oriented and to require Employees to treat customers and vendors in a courteous and respectful manner at all times.
Employees must represent the Company in a positive manner and make customers feel appreciated when dealing with the Company.
Employees whose jobs entail customer contact are expected to be familiar with and understand every aspect of the Company’s products and services and to learn the customers’ wants and needs. Such Employees should educate customers about the use of the organization’s products and services and should seek new ways to serve customers.
Employees are encouraged to immediately report recurring customer or vendor-related problems to their manager and to make suggestions for positive changes in Company policies or procedures to solve problems.
Employees should be prepared to listen carefully to customer and/or vendor complaints and deal with them in a helpful, professional manner. If a disagreement arises, the Employee should explain Company policy respectfully and clearly and notify assigned management.
Customers and/or vendors who become unreasonable, abusive, or subject the Employee to harassment should be immediately referred to the Employee’s assigned manager
Employees are required to immediately report Company internal or client suspected fraud, waste, and abuse (FWA). Anyone who, in good faith, that immediately reports suspected Fraud, Waste, and Abuse (FWA), or Employee Misconduct incident or violation will be protected from retaliation.
Sagility retains all documentation to align and maintain Compliance with all applicable Healthcare Laws, Rules, Regulations, the Sagility Compliance Program, the Sagility Document Destruction and Retention Procedure, or the Sagility Payer or Provider requirements, whichever is longer.

TELEPHONE ETIQUETTE:

Employees should be polite and attentive when using the telephone. A positive telephone contact with a customer and/or vendor can enhance goodwill, while a negative experience can destroy a valuable relationship. The following procedures should be observed whenever possible:

When answering the telephone, use a pleasant tone of voice, and identify yourself;
If the person with whom the caller wishes to speak is on another line, ask if the caller wants to be placed on hold;
If a caller has been placed on hold, carefully monitor the time and offer to have the call returned if the person called is not available within a reasonable period; and
When a caller leaves a name, number, or message, make sure the information is recorded correctly and given promptly to the appropriate individual.

To measure and evaluate customer and/or vendor service and relationships, the Company may, subject to applicable central and local laws, access and monitor Employee telephone conversations made in the normal course of business. Employee whose communications are to be monitored will be asked to sign a consent form authorizing the monitoring.

CODE OF CONDUCT VIOLATIONS:

Violations of the above Code of Conduct guidelines may result in disciplinary action, up to and including termination and legal action. Insofar as this Code of Conduct imposes any obligations on the Company, such obligations are not contractual and do not give rise to contractual rights. To the extent this Code of Conduct describes beneﬁts and entitlements for employees, they are discretionary in nature and are also not intended to be contractual. The Company may unilaterally introduce, modify, remove or replace this Code of Conduct at any time.

MAKING A DISCLOSURE:

The Company intends, at all times, to maintain a culture of honest and ethical behavior. Accordingly, if a person who falls within the scope of this Code of Conduct becomes aware of any Reportable Conduct, it is expected that such person will make a disclosure under this Policy. There are several ways to report or disclose any issue or behavior which is considered to be Reportable Conduct.

REPORTING:

An email address has been established for each geography of Company operations. A whistleblower may communicate Reportable Conduct to the corresponding email address of the whistleblower’s location. The whistleblower’s communication will be directed to the Company’s designated Whistleblower Protection Oﬃcers:

Geography Whistleblower email addresses:

Geography	email address
Colombia	[email protected]
India	[email protected]
Jamaica	[email protected]
Philippines	[email protected]
United States of America	[email protected]

The Group CEO of the Company will designate two (2) Whistleblower Protection Officers. Whistleblower complaints of Reportable Conduct to the above email addresses will be routed to both Whistleblower Protection Officers who shall have the responsibility to work as a team and fulfil their obligations as specifically provided herein. In the event a whistleblower decides to escalate a complaint of Reportable Conduct, for whatever reason the whistleblower may determine, the whistleblower may direct a communication to the Company’s designated whistleblower escalation email address:

Global Whistleblower Escalation Email Address:

[email protected]

Communications directed by the whistleblower to the above escalation email address will be routed to the Whistleblower Protection Officers and the Company’s Group CEO. Any whistleblower communication of Reportable Conduct received outside of the protocol indicated above will be forwarded by the recipient of such communication to the applicable geographic email address indicated above to ensure the process established herein for whistleblower reporting, investigation and resolution is consistent in each whistleblower reporting incident.

ANONYMITY:

Any person making a disclosure may make such disclosure anonymously. It may be diﬃcult for the Company to properly investigate the matters disclosed if a report is submitted anonymously and therefore the Company encourages whistleblowers to share their identity when making a disclosure, however a whistleblower is not required to disclose his or her identity. Sagility protects whistleblowers from retaliation.

REFERENCES :

Nil

ACKNOWLEDGEMENT OF SAGILITY’S

CODE OF CONDUCT

On the date of execution below, the undersigned, an employee of one of the companies affiliated with Sagility Operations Inc*., confirm and acknowledge that the undersigned has read and understood the CODE OF CONDUCT and consent to and agree to adhere to the standards and requirements of such CODE OF CONDUCT.

Signature of Employee: _________________ Date: ______________

Printed Name: ________________________ Place: _____________

Employee Number: ___________

Employer Company: _________________________________

Note: * – Indicates Sagility Operations, Inc., and its global affiliates (doing business as “Sagility™”) which are as follows:

Sagility LLC, USA
Sagility Provider Solutions LLC, USA
Sagility Technologies LLC, USA
Sagility Payment Integrity Solutions LLC, USA
Sagility India Private Limited, India
Sagility Philippines B.V., Branch Office, Philippines
Sagility (Jamaica) Limited, Jamaica
Sagility (Colombia) S.A.S., Colombia