CLEVER CARE HEALTH PLAN
CODE OF CONDUCTClever Care Health Plan conducts its business using the highest ethical principles and professional
standards ensuring compliance with applicable state and federal laws, rules, and regulations.
These principles and standards apply to our relationships with members, providers, vendors,
consultants, regulatory agencies, joint-venture partners, board members and to our coworkers. Our
understanding of this commitment and our willingness to raise ethical concerns are essential to thewell-being of our customers and to the success of the organization.
Clever Care Health Plan strives to establish a culture that promotes prevention, detection, andresolution of instances of behavior that does not obey federal and state laws, regulations andhealthcare program requirements.
Clever Care supports the government’s efforts to reduce fraud waste and abuse in healthcare andto improve the quality of care provided to each member.
The Code of Conduct presented here is a statement of Clever Care Health Plan’s commitment to aculture of integrity, and incorporates applicable federal and state laws, statutes, regulations andsub-regulatory guidance, contractual commitments, and Clever Care policies and procedures.
The Code is designed to assist everyone in carrying out their daily responsibilities within theappropriate legal and ethical standards. It cannot encompass all aspects and is not a substitute foreach employee, Board Member, contractor or agent’s good judgement and sense of honesty,
integrity, and fairness.
It encompasses as set of guidelines that promote adherence to applicable laws and regulations, todetect and where possible prevent, violations of the law and to permit Clever Care to focus onproviding the highest quality healthcare to our members.
It is imperative that all directors, officers, employees and vendors comply with the standards
contained in the Code of Conduct, immediately report any perceived violations and assist ininvestigating any allegations of wrong doing in keeping with Clever Care’s policy to prevent theoccurrence of unethical or unlawful behavior, to halt such behavior as soon as reasonably possible
after its discovery, and to discipline directors, officers, employees, or vendors who violate thestandards contained in the Code. This includes anyone who fails to report a known violation.
Consistent with this Code, managers have the additional responsibility to lead by example, to assist
their staff with information and resources to resolve ethical dilemmas, and maintain an ethicalculture within the organization, Managers are expected to take immediate action upon receivinga report of illegal or unethical conduct. Clever Care encourages managers to support a workplacethat fosters open discussion of its business practices and regulatory compliance while enforcing astrict zero tolerance policy for acts of intimidation, retaliation, or retribution for asking questions,rising issues and reporting concerns in good faith.

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The Code of Conduct is a guide to help you in your daily work responsibilities. It does not cover
every situation you may encounter. The Code of Conduct provides general guidelines as more
specific details and direction are provided in the business and department level policies andprocedures.
What is expected:
Comply with our Code and related policies and applicable laws;
Learn our Code and complete required training timely, including ethics, privacy, information
protection and compliance training;
Use our Code and the related policies and procedures that apply to your work, and the law, as yourguide wherever you do business;
Exercise good judgment and avoid even the appearance of improper behavior;
Seek advice when you have questions about our Code, applicable laws or questionable situations;andSpeak up about possible violations of our Code, Clever Care policy, or the law, as well as othercompliance issues or concerns.

What is expected of Managers:
Promote a culture of ethics and compliance;
Be an example of appropriate conduct;
Ensure that the people you supervise understand their responsibilities under our Code and other
Clever Care policies;
Discuss our Code and reinforce the importance of ethics and compliance;
Create an environment where employees feel comfortable raising concerns;
When evaluating an employee’s performance, consider their adherence to our Code;Never encourage or direct employees to achieve business results at the expense of ethical conduct;andAct promptly to prevent violations of our Code or the law.

2|P ag eMISSION STATEMENTVISION:

To become the preferred health insurance solutions for members, providers, andcommunities.

MISSION: To provide a culturally sensitive health insurance solutions for our Members.

CORE VALUES:• Commitment to Compliance• Leadership by Example• Ethics and Integrity• Value Relationships• Exceed Expectations• Respect for All

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The Code of Conduct is a compilation of statements which contain the principles governing ourwork and serves as a guide to help us make the right decisions every day. With emphasis on theseprinciples, Clever Care Health Plan can assure our patients, members, and communities that wehave uncompromising values and can be relied upon to "do the right thing."

Clever Care Health Plan is committed to providing ethical and professional services andpromoting the best possible state of health for those in our communities. The Compliance Plan,
found on the Clever Care website, reflects the values that guide Clever Care operations

CONFIDENTIALITY AND PRIVACY OF INFORMATION
We must protect the privacy and security of all personal information. We are required to learn andunderstand the rules regarding personal information.
We are trusted and required to reasonably and appropriately safeguard personal information andto use or disclose such information only as authorized by the individual or in compliance with allapplicable laws.
Recognize that part of your day-to-day responsibilities may include access to and use of someone’s
personal information and that the use or disclosure of such information is governed by laws,
regulations, customer contracts or company policies. If you are unsure how to appropriately handle
such information, ask for assistance and guidance.
When accessing or using personal information in your job, take care of it! Only use informationthat is required for your job, and only use the minimum amount necessary. You also have an
obligation to report the inappropriate access, use or disclosure of personal information. Reportsuch activity to your supervisor, the Compliance team, or use the Compliance Hotline. Calls may
be made anonymously.
Always ensure that you are accessing, storing or disclosing personal information only as necessary
for your job and only to the extent required for business purposes, and that you are doing so in asecure manner appropriate to the sensitivity of the information and applicable law or policies.
A violation of this Code of Conduct or related policy will subject an employee to disciplinary
action, up to and including termination of employment.

WHAT DOES THIS MEAN TO YOU?
Do not discuss confidential information in places where you can be overheard. Do not share
information with anyone who is not directly involved in the member’s care unless you have asigned authorization to release the information. Based on specific state regulations, this includes
discussing the member’s care with his/her family members.

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Do not give your computer password to anyone. Be sure to clear your computer screen of
information and put away files and papers prior to leaving your work area. Turn computer screensaway from the view of unauthorized individuals.
Avoid faxing confidential information. If you must, be sure to use a fax cover sheet that includes
a confidentiality statement and phone number to call if an unauthorized person receives theinformation.
E-mails about members should only be shared with those who have a need to know this informationin connection with their specific job function(s). Specific identifying information regarding amember including their name, social security number, address or other information should be kept
at a minimum or omitted whenever possible. E-mails sent externally should be password protectedor encrypted.
If you believe or know that any sort of improper or unauthorized access, use or disclosure of any
personal information including Personally Identifiable Information (PII), Protected Health
Information (PHI), or other information about an individual, you may speak confidentially to aCompliance Officer/Investigator using one of the contacts below or please submit detail of theincident via email to one of the private and confidential email addresses provided for reporting.

QUESTIONS & ANSWERS
Q. What should I say if a member asks me what information we collect about him and what we dowith it?
A. Under HIPAA, we are required to post and provide upon request a Notice of Privacy Practices,which tells member what information we collect and how we use it.
Q. I observed a co-worker using the Clever Care computer to look at the birth date of another coworker. What should I do?
A. Employees may be terminated for accessing information without the need to know. Based onyour level of comfort, you have the option of reporting this to your manager, supervisor,
Compliance Committee member, or through the Compliance Hotline.

RECORDS MANAGEMENT AND INTEGRITY
The records of Clever Care Health Plan are maintained to provide an accurate and auditableaccount of all financial transactions. No false or deceptive entries may be made, and all entries
must contain an appropriate description of the transaction. All company funds must be retained incorporate bank accounts, and no undisclosed or unrecorded funds or assets shall be created for any
purpose. All reports, vouchers, bills, invoices, payroll and service records, time worked, member
records, and other essential data must be prepared with care and honesty.
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Employees and agents involved in the negotiation of contracts for Clever Care Health Plan will
ensure that all statements, communications and representations are open, accurate, appropriate,
truthful, and comply with applicable laws and regulations. Employees are required to inform theirsupervisors of conflicts of interest and to refrain from participating in contract negotiations withany vendor, if this situation exists.
The Clever Care Contracting Department should approve all provider contracts and should becontacted to approve any substantial changes. Every effort shall be made to ensure that any
physician contractual arrangements do not violate the Anti-Kickback Statute, Stark Laws and/or
IRS regulations. All contractual arrangements with physicians, clinicians, and referral sourcesmust identify the specific services to be paid. Payment for services must be based on timecommitments and fair market value rates for compensation. Payment cannot be based on thevolume or value of any business referred to Clever Care. All contract payments or other benefits
provided to physicians should be supported with adequate documentation to justify the businesspurpose for which the payment is being made.
All requests for business records from any regulatory agency shall be prepared in an accurate andtimely manner in accordance with applicable laws and regulations. The Legal Department will
provide direction for responding to requests for business records. Always notify the Legal
Department before responding to a subpoena, search warrant, request for an interview or othernon-routine request for access to information related to Company matters; always cooperate fully
and be truthful in any information you provide to the government; and never alter, withhold ordestroy records related to an investigation

WHAT DOES THIS MEAN TO YOU?
Accurate and reliable records are essential for meeting the financial, contractual, and legal
obligations of Clever Care. You must take great care to guarantee that all Clever Care records andtransactions are complete, accurate, timely and in compliance with Clever Care policies andpractices.
Your time and attendance record must accurately reflect the number of hours worked. Your
supervisor’s review of your time and attendance record verifies the accuracy of the hours reported.
Supervisors must not place unreasonable pressure on employees that may lead to falsification oftime charging.
Employees who document in a handwritten or computerized member record must always maintainthe accuracy and legality of the record. Record documentation policies and procedures are to befollowed at all times. Contact your supervisor if you have questions or concerns about
documentation.

QUESTIONS & ANSWERS
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Q. My manager says I should cut a check to a vendor, but I have no back-up data to justify what
the check is for. What should I do?
A. Discuss your concern with your manager. If you do not feel that your concern is being heard,
please contact a supervisor, a member of the Compliance Committee, or the Compliance Hotline.
Q. NCQA is visiting us soon and I have been asked to backdate revised policies and procedures.
Is this legal?
No. All dates on policies, procedures, plans, forms, and record entries should reflect the actual datethey were written or revised. Please report your concern to your next level supervisor, Human
Resources, or the Compliance Hotline.

CONFLICT OF INTEREST
Each of us has a duty to advance the interests of Clever Care Health Plan’s when an opportunity
is presented. You may not use Clever Care property, information or your position with theCompany to take advantage of corporate opportunities for your personal gain, unless firstpresented to and rejected by Clever Care, and you are not competing with the Company
A conflict of interest exists when there is a conflict between a person’s private or personal interestsand his/her responsibilities as an employee. A conflict of interest may occur if an employee’s
judgment and discretion are influenced, or could appear to be influenced, by potential personal
gain due to a financial, business, or family relationship with a competitor, vendor, or contractor
with Clever Care. Employees may not use their position to profit personally or to assist others in
profiting at the expense of Clever Care.
Even an appearance of a conflict may damage the Company’s reputation or be in conflict with theCompany’s goals and objectives. We expect our employees to avoid any real, or the appearanceof, any conflicts of interest

A conflict of interest may include:
Ownership or employment with an outside company/vendor that does business with Clever Care;
Direct or indirect competition with Clever Care regarding the purchase and/or sale of property,
interests or services;
Representation of Clever Care in any business deal in which the employee has substantial personal
interest;
Disclosure or use of confidential or inside information about Clever Care for personal profit oradvantage;
Use of Clever Care materials, products, services, programs, procedures, or property for personal
profit without prior approval;
7|P ag eGifts, gratuities or entertainment which influence purchasing decisions;
Performing work or services or having a business connection with a competitor.
When dealing with or making decisions affecting vendors or customers, employees shall be careful
not to unintentionally commit either themselves or the company to a vendor or customer. In
conducting business with vendors or customers, employees are expected to act fairly, objectively
and in the best interests of the company.
Outside employment may also create a conflict of interest if it places an employee in the positionof speaking for the company, providing services significantly similar to those the company
provides or may provide, or lessens the effectiveness normally expected of employees.
You must report a conflict of interest by completing the Conflict of Interest form at hire, annually,or when a conflict arises or diminishes. The Conflict of Interest form is posted on the Clever Care
Public SharePoint. If you have any questions about completing the form, contact the Compliance
Officer.
Obtaining conflict of interest attestations helps Clever Care minimize the probability ofrelationships that could lead to instances of FWA. Upon initial hire/contracting and annually
thereafter, employees and Directors are required to disclose any conflicts of interest real orapparent.
WHAT DOES THIS MEAN TO YOU?
You must avoid entering into relationships or activities that could interfere, or appear to interfere,with your judgment in making sound business decisions for Clever Care.
You may not have any employment, consulting, or other business relationship with a competitor
or customer or invest in any competitor or customer based on non-public information gained aspart of your employment without management’s permission.
Employees shall report outside financial interests of their own or of an immediate family member.
Any questions relating to conflicts or potential conflicts of interest should be referred to Human
Resources, departmental management, and/or the Compliance Department.
An attestation regarding conflict of interest must be signed and filed each year.

QUESTIONS & ANSWERS
Q. I am a Clever Care employee who has been successful in implementing many cost saving
practices. I am considering starting a business to help similar companies reduce costs. I will remain
in my current position. Is this a conflict of interest?
A. Yes. Employees are required to refrain from engaging in any activities that create a conflict or
the appearance of a conflict of interest. Employees are required to discuss questions with theirdepartment head, Human Resources, or the Compliance Officer, prior to engaging in any activity
or conduct that may create a conflict or the appearance of a conflict of interest.
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Q. Two months after I completed my annual Conflict of Interest statement, I became part ownerof a company that sells supplies to Clever Care. Do I need to do anything?
A. You must immediately notify your supervisor and complete a new Conflict of Interest
Statement. It is important that Clever Care be aware of your ownership interest so that appropriate
procedures may be followed to protect you, and Clever Care.

GIVING AND RECEIVING GRATUITIESThe appropriateness of giving and receiving gifts or entertainment can often be dependent on
specific circumstances.
OFFERING GIFTSIn general, you must not offer or provide a gift to gain an unfair advantage with a business partner.
In addition, you must not seek or accept a gift of greater than nominal value from anyone soliciting
business from or doing business with Clever Care Health Plan– or from any person or entity incompetition with Clever Care.
We strive to conduct business with honesty, integrity, fairness and openly. We have a zerotolerance policy toward bribery. We comply with all applicable laws regarding corruption andbribery including the Anti-Kickback Statute. It is illegal for companies or individuals to offer, pay
or approve payments to government officials or others to influence official action. A “payment”
refers to anything of value, including money, gifts, hospitality, sponsorships, entertainment or
travel.

RECEIVING OF GIFTSYou and your family members may not accept:
Money or gifts (regardless of dollar amount) from customers;
Money from vendors;
Gifts valued $25 or more
"Gifts" include any item, favor, discount, entertainment, meal, hospitality, loan, personal service,transportation, travel, and lodging, whether provided by purchase of a ticket, payment in advance,or reimbursement after the expense has been incurred.

"Gifts” do not include:
Loans from banks and other financial institutions on terms generally available to the public;

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Opportunities and benefits, including favorable rates and commercial discounts, available
generally to the public;
Rewards and prizes given to competitors in contests or events, including random drawings, open
to the public, unless your entry into the contest or event is required as part of your official duties.

GIVING TO GOVERNMENT EMPLOYEESWith regard to all government employees who work for customers or potential customers of Clever
Care, it is our company’s policy to disallow our employees giving individuals anything of value.

There are four (4) exceptions to this rule:
Offering promotional items of nominal value ($20.00 or less), such as a calendar or coffee mug,which displays the company logo;
Offering modest refreshments, such as coffee and donuts in connection with a business discussion;
Offering a meal on-site to accommodate continuing business meeting with government employees;
Offering food, refreshments, entertainment, instructional materials at a widely attended event
provided the government employee’s agency has properly authorized his/her attendance.

WHAT DOES THIS MEAN TO YOU?
Attending business meals on an infrequent occasion with a vendor or other persons who are or
who may have business transactions with Clever Care may be permissible as long as the value andfrequency are not extreme and do not influence purchasing or contract decisions.

If you are offered money or a prohibited gift, or if either arrives at your office, home or any otherplace, inform your department head or the Compliance Department immediately. Appropriatearrangements will be made to return or dispose of the item and the vendor or customer will be
reminded of the company's policy.

Never give gifts of more than a nominal value ($20.00 or less) or money of any amount to anyone
in a position to influence member referrals. Physicians may only be given gifts if approved by
Executive Leadership and for an amount identified in Stark Laws. All gifts must be reported andlogged in the Finance Department.

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With regard to non-governmental personnel, it is allowable to provide meals, refreshments, andentertainment with reasonable value, less than $25.00, in connection with business discussions,provided this does not violate the policies of the recipient’s organization. To provide such items
valued over $25.00 requires executive management’s approval.

QUESTIONS & ANSWERS
Q. A vendor has offered to pay my travel and lodging to attend training on their product. Is thisokay?
A. You should not accept this offer as it could be construed as a gift or inducement. Any questions
concerning gifts or entertainment should be resolved by contacting your supervisor, Human
Resources, or the Compliance Department.
Q. Occasionally a vendor or a pharmaceutical company we do business with brings lunch to thedepartment. Is this a conflict of interest?
A. No conflict of interest exists if the meal is extended as a business courtesy, does not occur
frequently, does not appear to be an inducement for business, is available to everyone, and is lessthan $25.00 per person.

BUSINESS INDUCEMENTS
The Anti-Kickback Act of 1986 prohibits the offering, soliciting, or accepting of any kickback, aswell as including any amount of a kickback in a contract with the U.S. or in return for referring an
individual to a provider for services paid for by Medicare, Medicaid, CHAMPUS or other federal
health programs. A kickback is defined as any money, fee, commission, credit, gift, bonus, thingof value, or compensation of any kind that is provided for the purpose of obtaining or receiving
favorable treatment in a contract with the U.S., or in return for a patient referral. In addition, theAnti- Kickback Act requires each contractor to promptly report a violation of the kickback laws to
the appropriate Federal agency, Inspector General, or the Department of Justice, if the contractor
has reasonable grounds to believe that a violation exists.
The Stark Law prohibits all referrals for the provision of specific designated health services, if thereferring physician or an immediate family member has a financial relationship that is based onreferral volume or value with the entity which receives the referral. A financial relationship may
be either an ownership or a compensation arrangement. This does not include referrals from afacility or a non-physician to another entity.
Under the Federal Trade Commission Act, advertising must be truthful and non-deceptive. Any
promotions or advertisements that include immoral, or unethical, behavior is a violation of the law.
All promotional activities including marketing and public relations events are based upon truthfulrepresentation of actual services, programs, operations, or successes. Under no circumstances, may

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marketing publications or advertisements be implemented which ridicule our competitors,
customers or members.
All marketing activities must follow the specific regulations of the agency overseeing the productor plan. Specific regulations address the location of marketing activities, the development anddistribution of marketing materials, and the monetary value of marketing giveaways andrefreshments. Sanctions may be levied for non-compliance.

WHAT DOES THIS MEAN TO YOU?
Employees are expected to conduct business with all parties including employees, health care
professionals, vendors, and payors in accordance with high moral and ethical standards.
Employees should never offer any type of business courtesy to a customer for the purpose ofobtaining favorable treatment or advantage.
Clever Care staff are prohibited from knowingly and willfully soliciting, receiving, offering, orpaying any remuneration (cash or in-kind) including any kickback, bribe, or rebate to induce
referring an individual to a provider for any item or service for which payment is made. Clever
Care will not pay employees, physicians or other health professionals for referrals.
The Clever Care Legal Department should closely review any of the following types ofarrangements which may implicate anti-kickback and self- referral laws and regulations:
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Rental of office space to physicians;
Rental of physician office space to persons or entities to which the physician refers;
Business arrangement with physician which involves making referrals;
Employment arrangement or a compensation arrangement that has a productivity
requirement;
Compensation arrangement for products or services which are reimbursed with federal
funds;
Provision of free or discounted products or services, valuable favors, and gifts which may
be interpreted as an inappropriate inducement;
Purchase of divestiture of a medical practice or medical practice assets.

QUESTIONS & ANSWERS
Q. I recently saw a signed requisition for several thousand dollars to a physician we know does
not, but would like to, have a relationship with. What should I do?
A. You should notify your supervisor of a possible violation. If this request is not withdrawn, you
should notify a higher level of management or call the Compliance Hotline.

HEALTH CARE FRAUD WASTE AND ABUSE/ WHISTLE BLOWERS
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Clever Care Health Plan has a strong commitment to prevent, detect and correct fraud, waste andabuse. Fraud, waste and abuse directly impacts our Members, health care providers, the Medicare
Program and Clever Care Health Plan’s financial stability.
Fraud, waste, and abuse (FWA) are special types of potential compliance issues. FWA is a big
problem in the Medicare Program and Clever Care Health Plan is obligated to report any FWA
issues we see in our day-to-day jobs. FWA can be committed by various entities, including but notlimited to providers, brokers, health plans, pharmacies, pharmacy benefit management companies,
our members, and even our fellow employees.
Fraud is defined as intentional deception or misrepresentation made by an entity or person withthe knowledge that the deception could result in some unauthorized benefit to the entity or persons.
Waste includes practices that, directly or indirectly, result in unnecessary costs to a government
program, such as overusing services. Waste is generally not considered to be caused by criminally
negligent actions but rather by the misuse of resources.
Abuse is defined as practices that are inconsistent with sound economic, business, or medical
practices and which result in an unnecessary cost to a government health care program or other
health care plan.
Identify Theft may also lead to fraud or abuse. When a person’s name or other identifying
information is used to obtain medical services or goods, or used to submit false insurance claims
for payment, it may also result in erroneous health information being added to the victim’s medical
records. Victims of medical identify theft may receive the wrong medical treatment, exhaust
insurance benefits, or be tagged as an illicit drug user.
The Deficit Reduction Act requires entities receiving more than $5 million in annual Medicaid
funds to develop policies and staff/contractor education concerning the prevention and detectionof fraud, waste, and abuse. The Deficit Reduction Act requires investigation of all potential false
claims and fraud/abuse; payment coordination; claims payment only for U.S. citizens or qualifiedaliens; co-payment limit compliance; and electronic claims submission by large providers.
Administrative Remedies for False Claims and Statements states that any person who makes,
presents, or submits a claim that is false or fraudulent is subject to a civil penalty of not more than
$5,000 for each claim and an assessment of not more than twice the amount of the claim.
The False Claims Whistleblower Employee Protection Act prohibits a company from discharging,demoting, suspending, threatening, harassing, or discriminating against any employee if theemployee reports or assists in the investigation of a false claim.
The Office of the Inspector General (OIG) is charged with investigating suspected fraud and abuse.
The OIG imposes civil monetary penalties and other administrative actions, including programexclusion against providers for fraud and abuse misconduct.
Clever Care Health Plan, Inc. is prohibited by law or contractual provisions under certain
government contracts, from contracting or doing business with any person or entity that is currently
debarred, suspended, excluded or declared ineligible to perform work under any government
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contract or subcontract. Clever Care Health Plan Inc. will not knowingly employ any individual
who has been convicted of a criminal offense involving government business, is listed by a federal
or state agency as suspended, debarred, excluded, proposed for debarment or suspension, or isotherwise excluded from federal or state program participation, for the purpose of fulfilling its
obligations under certain contracts with the federal and state governments

WHAT DOES THIS MEAN TO YOU?
All Clever Care employees have the responsibility to report any suspected fraud and abuseactivities to their immediate supervisor, the Compliance or SIU Department, to the Fraud, Waste
and Abuse email or the Compliance Hotline.
Clever Care will guarantee all potential fraud and abuse violations will be investigated and actions
taken to correct the identified problem. SIU will investigate all reports of fraud, waste, and abuse
related to employees, members, employers, brokers, pharmacies, and other vendors in accordancewith Clever Care’s FWA program and related policies and procedures.
No one may punish or seek reprisal against any individual/entity actions including, but not limited
to reporting/investigating potential issues, conducting self-evaluation, audits, remedial actions,and reporting to appropriate officials. Clever Care will not permit intimidation, retaliation or otherabuse of this reporting system through the reporting of unfounded accusations against other staff
to harass or obtain revenge for personal disputes. See Whistleblower and Non-Retaliation Policy
for more information
Under no circumstances will Clever Care take any adverse action or revenge of any kind against
any employee because they report a suspected violation of Federal or state laws and regulations.
If you feel your concerns are not acted on through the Compliance Program, you may take external
action under the False Claims Act.

QUESTIONS & ANSWERS
Q. I think one of the providers I work with is fraudulently billing. I have discussed it with mysupervisor and senior management, and all agree an investigation needs to be done. What steps do
I take now?
A. Review the FWA program and its related policies. The policy on the Detection of Fraud Waste
and Abuse available of the Clever Care Health Plan website explains the procedure for reporting
suspected fraud waste and abuse and the special investigation to follow.
Q. I feel Clever Care is involved in some fraudulent activities and I told my supervisor. I justreceived my evaluation and I don’t think it reflects my work performance. In fact, I feel I am being
retaliated against for bringing up my concerns. What should I do?
A. Clever Care does not condone any adverse actions or retribution of any kind toward an
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concerns to your senior manager, Human Resources, any member of the Compliance Committeeor through the Compliance Hotline.

BILLING PRACTICES FALSE CLAIMSIt is illegal to knowingly present, or cause to be presented, a false or fraudulent claim or statement
to the government (False Claims Act). False claims, fraud, dishonesty, or criminal conduct of any
sort, on the part of any employee, officer, director, or anyone doing business with Clever Care
Health Plan will not be tolerated.
Federal laws and regulations govern billing and claims of members for services rendered.
Procedures must be strictly followed as defined by laws and regulations. Failure to follow theseprocedures can lead to exclusion from federal funding including payments from Medicare,
Medicaid, and CHAMPUS. In addition, this could expose Clever Care to criminal and civil
liability.
The Federal False Claims Act covers fraud involving any federally funded contract, including
Medicare and Medicaid. Legal responsibility is established for ‘any person who knowingly
presents or causes a false or fraudulent claim for payment by the U.S. government’. Knowingly isdefined as ‘a person having actual knowledge of false claim information and acting in deliberate
ignorance or reckless disregard of the information’. The federal False Claims Act is very broad
and prohibits a wide range of practices that may be false or fraudulent. Examples include:
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Submitting false or fraudulent claims for payment with federal funds.
Making a false record or statement to get a false or fraudulent claim paid.
Conspiring to have a false or fraudulent claim paid by the government.
Withholding property of the government with the intention of defrauding the governmentor of willfully concealing it from the government.
Making or delivering a receipt for government property which is false or fraudulent.
Buying property belonging to the government from someone that is not authorized to sell
the property.
Making a false statement to avoid or deceive an obligation to pay money or property to thegovernment.
Causing someone else to submit a false claim to the government.
Knowingly use or cause to be used a false record or statement to conceal, avoid, or decrease
an obligation to pay or transmit money or property.
Omitting a material fact to get a false or fraudulent claim paid.

State specific False Claims Acts must also be followed. Healthcare providers violating the Federal
False Claims Act can be subject to civil monetary penalties ranging from $10,957 to $21,916 perfalse claim and three times the amount of the government’s damages.

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The Criminal Penalties for Acts Involving Federal Health Care Programs provides for criminal
penalties and a fine of not more than $25,000 or imprisonment for not more than five (5) years or
both.

WHAT DOES THIS MEAN TO YOU?
Clever Care is committed to having qualified personnel and sound policies and procedures that
result in accurate billing and paying of claims. Clever Care is also committed to accurate billingand paying of claims that are medically necessary, reflect the services and care provided tomembers, and are justified by medical record documentation. Never file or pay a claim for services
different from those described in the member record and/or which were provided to the member.
Ask questions whenever you are unsure about the procedure for submitting or paying a claim orwhen you are unsure about the accuracy of a claim.

Any employee, contractor, or Clever Care representative who is aware of or suspects any false
report or document, false claim, improper billing practices, or violations of company policies andprocedures must report their concern to their manager, the Compliance or SIU Department, to the
Fraud, Waste, and Abuse Hotline, or by email. Any violations will be investigated in accordancewith the Compliance Department’s investigation policies.

QUESTIONS & ANSWERS
Q. I have been asked to pay claims for a provider that does not follow acceptable documentation
practices. Should I do this?
A. Never pay claims when you know that the provider is billing either incorrectly or without
sufficient documentation to support the services being provided. You should report this request to
your supervisor or other management staff, as applicable.
Q. I think that Clever Care has been untruthful in a recent response to a proposal. I feel strongly
that false statements were made which will greatly affect the chances of Clever Care winning thecontract. Who should I contact?
A. Clever Care does not condone any false statements being made in response to proposals, or to
any government agency, client, or those it does business with. All suspected incidents of false
statements being made should be reported to your supervisor, the Compliance Department, or to
the Compliance Hotline.

ANTITRUST REGULATIONS

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Antitrust laws protect against practices that interfere with free competition. They are designed topromote a competitive economy in which each business enterprise has an opportunity to compete
fairly on the basis of price, quality and service, and in the employment marketplace. To comply
with these laws, each employee, director and contractor must deal fairly with the Clever Care
Health Plan’s customers, service providers, suppliers, competitors and employees. No employee
or director should take unfair advantage of anyone through unfair-dealing practices. Everyone isencouraged to avoid discussions with competitors that may appear to unreasonably restrain
competition.
The Federal Trade Commission, the U.S. Department of Justice and the state Attorney Generals
share the responsibility for enforcing antitrust laws. Antitrust laws promote strong competition byprohibiting agreements among competitors that fix or influence prices, divide geographic or
product markets, or boycott other firms. The sharing of information with competitors is a highly
sensitive matter, particularly when that information could form the basis of a pricing agreement.
Similarly, conduct that could be understood as an agreement with a competitor to market in acertain place or manner, or to refuse to deal with a third party, is dangerous.
Antitrust laws also address conduct by a single firm acting alone. When a firm dominates aparticular market by virtue of its market share or other unique competitive advantage, care must
be taken in the manner it refers business, acquires customers, uses its leverage to force the purchaseof unwanted goods or services, or offers price incentives or discounts to favored buyers.
The submission of bids or proposals to government or private sector members raises the risk ofantitrust problems because of the potential for conspiracy among bidders. Agreements among
competing bidders on pricing or the allocation of work are among the most serious antitrust
violations. They expose bidders to criminal, civil or administrative penalties for misrepresenting
facts or otherwise failing to follow regulatory requirements. Shared bidding should be evaluatedby management and legal counsel for problems. All bids or proposals should be accurate, complete
and directly responsive to the prospective customer’s request, and may not contain any informationthat is false or intentionally misleading.

WHAT DOES THIS MEAN TO YOU?
The antitrust laws are difficult. Companies or their employees guilty of violating these laws canface fines or jail sentences. These laws also allow injured persons or companies to bring lawsuits
to recover damages and attorney fees. If you have any questions, ask advice from your supervisor,
the Compliance Hotline, or the Clever Care Legal Department before taking any action.

QUESTIONS & ANSWERS
Q. While attending a seminar, I sat next to an employee of a Clever Care Health Plan competitor.
She started telling me about certain confidential projects that she is working on. What should I dowith this information?
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A. You should immediately report it to a member of the Legal Department assigned to yourbusiness unit without sharing the information with anyone at Clever Care. Do not discuss or sharesensitive competitive information (for example, information relating to pricing or market share)with representatives of other companies or industry and trade associations.
Q. Two days ago, a representative of a competitor called me to discuss dividing sales territories tomaximize revenues for my business and her employer. Does this activity raise any concerns?
A. This suggestion is likely a violation of the competition laws. Conversations like this should be
avoided and reported to your business Legal Representative immediately.

USE OF RESOURCES AND OTHER INFORMATION
Employees are expected to preserve Clever Care assets, property, facilities, equipment, andsupplies and to follow established internal control procedures in handling and recording all funds
and property. Employees must receive approval from a manager prior to engaging in any activity
on company time that will result in compensation of the employee or the use of Clever Careequipment, supplies, materials or services for personal or non-work-related purposes.
Employees should not use corporate communication services and equipment for personal purposes
except in emergencies or when extenuating circumstances warrant it. This includes but is not
limited to mail, electronic mail, courier services, facsimiles, telephones, telephone systems,
computer networks, on-line services, computer files, telex systems, video equipment and tapes,
tape recorders and recordings, pagers, cellular phones, and bulletin boards. Excessive personal use
and/or use of the company’s computer system (including but not limited to E-mail and Internet
access) which in any way compromises the operation or integrity of the company’s computer
system is grounds for disciplinary action, up to and including termination of employment.
Intellectual property includes innovations, trademarks, copyrights and trade secrets developed on
Clever Care time or using Clever Care resources, as well as any business ideas or information that
the Company owns, such as unique products and business methodologies. Each of us must protect
and keep confidential Clever care’s intellectual property. Any work product or intellectual property
that you develop while employed by Clever Care remains the property of Clever Care. If you
terminate employment with Clever Care your obligation of confidentiality continues. In addition,
you must respect the intellectual property of other entities
Any improper financial gain to an employee through misconduct involving Clever Care property,
including theft of property, embezzlement of money or the use of money belonging to Clever Carefor anything other than an authorized purpose, is a serious violation and may lead to legal
prosecution.
It is a violation of the Code of Conduct to create, access or exchange messages or information onor through the Company’s electronic mail systems or computer networks that is offensive,harassing, obscene, threatening or disparaging to others. Simply stated, do not send anything via

18 | P a g ethe electronic mail systems that you would not want disclosed publicly. In addition, do not accesssuch information using the business computer systems
Authorized Users have no legitimate expectation of privacy with regard to any communicationthat they create, receive, or store in Clever Care’s assets and systems, including, but not limited toemails, instant messaging and photographs. Authorized Users should be aware that all information
created or stored on the company’s information systems, is the property of Clever Care, is subject
to monitoring and auditing.
The company cannot and does not guarantee the privacy or confidentiality of any personal (i.e.,
non-business-related) information stored on Clever Care’s information systems. Personal (i.e.,
nonbusiness-related) information that is intended to remain private and/or confidential should
therefore not be created or stored in Clever Care’s systems.
Social networking is the use of SharePoint, blogs, wikis, virtual worlds, Twitter, Facebook,
Instagram, Snapchat and other emerging media. Generally, Clever Care does not permit
Authorized Users to use its assets and systems for social networking. All Authorized Users are
personally responsible for the content they publish on social networking platforms. Clever Carestrictly prohibits the use of its assets and systems for social networking communications thatdamage or that could damage Clever Care’s business reputation as well as the business reputationof its customers and providers

POLITICAL ACTIVITIESClever Care encourages its employees, officers and directors to participate in the political process
as private citizens. However, when you make political contributions or engage in political activities
on a personal basis, care must be taken to clearly distinguish personal political views from thoseof the Company. Any use of Clever Care equipment, supplies, time, facilities, phones oradministrative support in connection with any sort of political activity would be a misuse ofcompany assets, but could also be considered a “political contribution” in violation of laws andClever Care’s policies that apply to corporate contributions. In some cases, even personal giving
may be prohibited. In certain cases, employees or even spouses may be prohibited from giving.

EQUAL OPPORTUNITY EMPLOYMENT
Pursuant to Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, and theVeterans Readjustment Assistance Act of 1974, Clever Care, Subcontractors, Suppliers andVendors are obligated to provide equal employment opportunity without regard to race, religion,sex, national origin, age, genetic information, disability, and/or veteran status.
Clever Care Health Plan promotes diversity and equal opportunity in employment. Each of us is
responsible for maintaining a positive work environment and ensuring that all individuals aretreated with respect and dignity. Our employment-related decisions must be based upon an
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individual’s skills, qualifications and job performance. We do not allow decisions to be based on
any factors that are discriminatory and prohibited by law – including, in the United States forexample, race, color, sex (including pregnancy), age, disability, veteran status, religion, national
origin, ancestry, sexual orientation, gender identity, marital status, domestic partner status, genetic
information or citizenship status.

PREVENT HARRASSMENT
Clever Care does not tolerate any form of harassment, which includes any type of verbal or
physical behavior that is intimidating, threatening or demeaning (examples include racist, sexist
or ethnic comments or jokes). Harassment is not only unacceptable in Clever Care’s offices, butalso in any other Clever Care work setting, at any Clever Care- sponsored event or when using
Clever Care’s electronic assets (e.g., email, voicemail and Internet access).
Each of us must avoid engaging in any of this conduct and, if we observe it, report it to management
or human resources.

SAFE WORK ENVIRONMENT
We have the right to a safe and healthy work environment, free of illegal drugs, alcohol, andworkplace violence. Clever Care will not tolerate actions or threats by anyone who disrupts
business activities or places customers, employees, suppliers, or visitors at risk of harm. Possessionof weapons, firearms, firearm ammunition, firearm replica, or firearm components on owned orleased company property, regardless of whether the employee possesses a license to carry aconcealed weapon, is prohibited. If you have a concern for your own or someone else’s safety,
please contact Security.
Workplace safety also extends to our physical work environment. It is important that you identify
and promptly report any condition that could create a physical hazard in your area to Security.

DRUGS AND ALCOHOL
Clever Care Health Plan is committed to providing an alcohol-free and drugfree work
environment. The unauthorized use, possession, sale, exchange or purchase of drugs or illegal
substances on Clever Care premises, or at any time when representing the Clever Care, is strictly
prohibited. Likewise, use, possession, sale or exchange of alcohol on Clever Care premises or at
any time when representing the Clever Care is strictly prohibited, except when associated with anapproved business meal or legitimate business event. Prescription drugs ordered by a physician,which do not interfere with job performance, are permitted. We should never come to work under
the influence of alcohol, drugs (including lawfully prescribed drugs) or any other substance that
could impair our ability to perform our job or jeopardize the safety of others.
Gambling Consistent with our commitment to complying with all federal and state laws, Clever
Care strictly prohibits illegal gambling, raffles or other games of chance using Clever Care
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resources or in Clever Care facilities. This includes sports betting pools, brackets and all otherforms of gambling.

COMMUNICATE OPENLY, RESPECTFULLY AND HONESTLYOpen communication means we give one another accurate and timely information about businessissues. Differing opinions and expressions of concern are welcome; while we may disagree with
one another, healthy debate is important. Our communication with each other is always
professional and courteous. Being rude or abusive is never acceptable. Open communication is anexpression of respect for each other.

WHAT DOES THIS MEAN TO YOU?
Employees are responsible and accountable for the proper payment of company funds and use ofcompany property. Surplus, obsolete or unwanted company property should be properly disposedof and recorded. Unauthorized disposal of property is a misuse of assets.
Use of company equipment such as stamp machines, long distance service, copier, video
equipment, etc. is not permitted for personal use, except in emergencies or when extenuating
circumstances warrant it.
The E-mail system cannot be used by employees to express discriminatory views, threaten or
harass employees, or to advertise information that brings personal or financial gain.

QUESTIONS & ANSWERS
Q. I am the secretary of our Civic League and I need to have copies of meeting minutes available
to all that come to the meetings. May I use the office copier for this?
A. The office copier should not be used for personal use such as copying of school papers,
community meeting minutes, community flyers, invitations, etc. The copier should only be used
for activities that are Clever Care business or for Clever Care supported activities.
Q. I am active in political campaigns and have given donations in support of various candidates.
Is this a conflict with my position at Clever Care?
A. There is no conflict as long as you are contributing your personal time and money to political
campaigns. The time you contribute must not be part of your normal business hours and in no way
can it be inferred that Clever Care is contributing to the campaign. You may not solicit co- workers
for contributions.

INSIDER TRADING
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There are strict laws and regulations that prohibit insider trading. Insider trading refers to the illegal
practice of trading securities while you are aware of material nonpublic information (also known
as “inside information”) about a company. You must not buy, sell or trade Clever Care – or the
securities of other companies – until that information becomes public.
Information is considered public when it has been publicly released by a company (for example,
by means of a press release) and enough time has elapsed to permit the investment market to absorb
and evaluate the information.
Clever Care has a policy prohibiting trading on insider information. Employees who have material
non-public ("insider") information are prohibited from purchasing or selling the stock. Employees
may not use insider information for the purpose of communicating such information (“tipping”) to
those who trade.
Information is “material” if a reasonable investor would consider it important in determining
whether to buy or sell the company’s stock. Any doubt should be in favor of concluding that
information that could have any significance to an investor is material. “Non-public” or “inside”
information is information that has not been disclosed to the public.
Supervisors are responsible for taking appropriate steps to prevent their employees from engaging
in insider trading. The obligation not to trade while in possession of insider information applies aslong as the information is material and non-public and, therefore, may continue even after an
employee leaves the company, regardless of the reason for leaving.

COMPLETION OF ANNUAL COMPUTER-BASED TRAINING
The Clever Care Board of Directors, Chief Executive Officer, senior management, managers, andstaff are required to annually complete the Clever Care Code of Conduct computer-based training.
Please be sure to complete your required annual training on the Code and all other mandated
policies.

CONCLUSIONREPORTING VIOLATIONS
How do you recognize a possible violation of the laws and regulations that affect Clever Care?
Ask yourself the following questions:
Is this in compliance with the Code of Conduct; Clever Care policies; laws and regulations?
Have you seen or heard something that you suspect may be incorrect?
Have you observed any business practices that may be misrepresenting the company?
How would your family and friends feel about the issue? Would they feel comfortable if they wereinvolved?
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What would the general public think about the issue?
Employees are required to report any suspected violations of this Code of Conduct or otherirregularities to their supervisor, Compliance Department, or by calling the confidential
Compliance Hotline. Managers and above are to report any suspected problems or issues to theCompliance Department for further investigation. You are encouraged to use the Compliance
Hotline whenever you have a question or concern that cannot be addressed within your immediate
work environment. The Fraud, Waste and Abuse Hotline is dedicated to reporting fraudulent
behavior from staff, providers or members. Calls may be made anonymously. Employees working
on contracts with the U.S. Government may also report suspected violations or irregularities to the
U.S. Government.
No adverse action or retaliation of any kind will be taken against an employee because he/shereports a suspected violation. If you are reporting your own actions, you may still be subject todisciplinary proceedings to the extent of your personal involvement in the reported activity. Such
reports shall be treated confidentially yet permit the company to conduct a complete investigation.
Be certain to read, understand, and adhere to this Code and any other business specific obligations
as you carry out your daily activities. If you have any questions, please contact the ComplianceDepartment. As a condition of employment, all Clever Care employees must read and attest thatthey have read and will comply with the Code of Conduct, which will be provided annually with
employee training.
CLEVER CARECOMPLIANCE HOTLINE
1-833-217-8644
FRAUD, WASTE, AND ABUSE HOTLINE
1-833-217-8645
or by email at:compliance@ccmapd.com
fwa@ccmapd.com

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